Glucose Health, Inc. - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 2008
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________________________ to
________________________
|
Commission
File Number: 333-147917
Bio-Solutions
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
|
98-0557171
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
14517,
Joseph Marc Vermette, Mirabel (Québec), Canada J7J 1X2
|
(Address
of principal executive offices)
|
(514)
686-2611
|
|
(Registrant’s
telephone number including area code)
|
|
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90
days. xYes
oNo
Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
xYes oNo
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date. As of August 12, 2008, there
were 9,286,500 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
BIO-SOLUTIONS
CORP.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2008
TABLE OF CONTENTS
PAGE
|
||
PART I. FINANCIAL INFORMATION | ||
Item 1. Financial Statements |
3
|
|
Balance Sheets as of June 30, 2008 and December 31, 2007 (audited) |
3
|
|
Statement of
Operations and Accumulated Other Comprehensive Loss For the Six and Three
Months
Ended
June 30, 2008 and For the Three Months Ended June 30, 2008 and the Period
From
March
27, 2007 (Inception) to June 30, 2007
|
4
|
|
Statement
of Cash Flows For the Six Months Ended June 30, 2008 and For the Period
From March 27, 2007
(inception) to
June 30, 2007
|
5
|
|
Notes to Financial Statements |
6
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation |
14
|
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
16
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Item 4. Controls and Procedures |
16
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PART
II. OTHER INFORMATION
|
|
|
Item 1. Legal Proceedings |
16
|
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Item 1A. Risk Factors
|
16
|
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
16
|
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Item 3. Defaults Upon Senior Securities |
16
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Item 4. Submission of Matters to Vote of Security Holders |
16
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Item 5. Other Information |
16
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Item 6. Exhibits |
16
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2
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
BIO-SOLUTIONS
CORP.
BALANCE
SHEETS
JUNE
30, 2008 AND DECEMBER 31, 2007 (AUDITED)
IN
US$
|
||||||||
ASSETS
|
||||||||
AUDITED
|
||||||||
JUNE
30,
|
DECEMBER
31,
|
|||||||
2008
|
2007
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 5,188 | $ | 7,990 | ||||
Accounts
receivable
|
883 | 2,522 | ||||||
Inventory
|
95,733 | 68,936 | ||||||
Total current assets | 101,804 | 79,448 | ||||||
TOTAL
ASSETS
|
$ | 101,804 | $ | 79,448 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
$ | 12,676 | $ | 14,281 | ||||
Short
- term loans
|
127,491 | - | ||||||
Due
to officer
|
4,739 | - | ||||||
Total current liabilities | 144,906 | 14,281 | ||||||
TOTAL
LIABILITIES
|
144,906 | 14,281 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Common
stock, $0.001 par value, 75,000,000 shares authorized,
|
||||||||
9,286,500
shares issued and outstanding, respectively
|
9,287 | 9,287 | ||||||
Additional
paid in capital
|
127,363 | 127,363 | ||||||
Accumulated
deficit
|
(169,671 | ) | (64,653 | ) | ||||
Accumulated
other comprehensive income (loss)
|
(10,081 | ) | (6,830 | ) | ||||
Total stockholders' equity (deficit) | (43,102 | ) | 65,167 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 101,804 | $ | 79,448 |
The
accompanying notes are an integral part of these financial
statements.
3
BIO-SOLUTIONS
CORP.
STATEMENT OF
OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSSFOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2008 AND
THE THREE MONTHS
ENDED JUNE 30, 2008 AND PERIOD MARCH 27, 2007 (INCEPTION) THROUGH JUNE 30,
2007
IN
US$
|
IN
US$
|
|||||||||||||||
MARCH 27,
2007
|
THREE
|
THREE
|
||||||||||||||
SIX
MONTHS
|
(INCEPTION)
|
MONTHS
|
MONTHS
|
|||||||||||||
ENDED
|
THROUGH
|
ENDED
|
ENDED
|
|||||||||||||
JUNE
30, 2008
|
JUNE
30, 2007
|
JUNE
30, 2008
|
JUNE
30, 2007
|
|||||||||||||
REVENUE
|
$ | 25,011 | $ | 9,154 | $ | 11,876 | $ | 9,154 | ||||||||
COST
OF REVENUES
|
||||||||||||||||
Beginning
inventory
|
68,936 | - | 64,000 | - | ||||||||||||
Purchases
|
64,131 | 12,445 | 37,758 | 12,445 | ||||||||||||
Ending
inventory
|
(95,733 | ) | (9,984 | ) | (95,733 | ) | (9,984 | ) | ||||||||
Total
Cost of Revenues
|
37,334 | 2,461 | 6,025 | 2,461 | ||||||||||||
GROSS
PROFIT (LOSS)
|
(12,323 | ) | 6,693 | 5,851 | 6,693 | |||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Professional
fees
|
45,938 | 30,526 | 14,121 | 30,526 | ||||||||||||
Accounting
fees
|
3,658 | - | 2,494 | - | ||||||||||||
General
and administrative
|
41,407 | 650 | 9,249 | 650 | ||||||||||||
Total
operating expenses
|
91,003 | 31,176 | 25,864 | 31,176 | ||||||||||||
NET
(LOSS) BEFORE OTHER EXPENSE
|
||||||||||||||||
Interest
expense
|
(1,692 | ) | - | (1,469 | ) | - | ||||||||||
Total
other expense
|
(1,692 | ) | - | (1,469 | ) | - | ||||||||||
NET
(LOSS)
|
$ | (105,018 | ) | $ | (24,483 | ) | $ | (21,482 | ) | $ | (24,483 | ) | ||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
9,286,500 | 1,022,280 | 9,286,500 | 1,029,769 | ||||||||||||
NET
(LOSS) PER SHARE
|
$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||
STATEMENT
OF ACCUMULATED OTHER COMPREHENSIVE LOSS
|
||||||||||||||||
Net
loss
|
$ | (105,018 | ) | $ | (24,483 | ) | $ | (21,482 | ) | $ | (24,483 | ) | ||||
Currency
tranlation gains (losses)
|
(3,251 | ) | (725 | ) | (2,061 | ) | (725 | ) | ||||||||
TOTAL
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
$ | (108,269 | ) | $ | (25,208 | ) | $ | (23,543 | ) | $ | (25,208 | ) |
The
accompanying notes are an integral part of these financial
statements.
4
BIO-SOLUTIONS
CORP.
STATEMENT OF CASH
FLOW
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
THE PERIOD MARCH 27,
2007 (INCEPTION) THROUGH JUNE 30, 2007
IN
US$
|
||||||||
MARCH
27, 2007
|
||||||||
SIX
MONTHS
|
(INCEPTION)
|
|||||||
ENDED
|
THROUGH
|
|||||||
JUNE
30, 2008
|
JUNE
30, 2007
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
(loss)
|
$ | (105,018 | ) | $ | (24,483 | ) | ||
Adjustments
to reconcile net (loss)
|
||||||||
to
net cash used in operating activities:
|
||||||||
Change
in assets and liabilities
|
||||||||
(Increase)
decrease in accounts receivable
|
1,584 | (8,280 | ) | |||||
(Increase)
in inventory
|
(28,993 | ) | - | |||||
Increase
(decrease) in accounts payable and accrued expenses
|
(1,744 | ) | 17,743 | |||||
Total
adjustments
|
(29,153 | ) | 9,463 | |||||
Net
cash (used in) operating activities
|
(134,171 | ) | (15,020 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Issuance
of stock for cash
|
- | 129,150 | ||||||
Short-term
loans
|
129,229 | - | ||||||
Advances
from officers
|
4,268 | - | ||||||
Net
cash provided by financing activities
|
133,497 | 129,150 | ||||||
Effect
of foreign currency
|
(2,128 | ) | (1,314 | ) | ||||
NET
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2,802 | ) | 112,816 | |||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
7,990 | - | ||||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 5,188 | $ | 112,816 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
The accompanying notes are an integral part of these financial
statements
5
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
1-
|
ORGANIZATION AND BASIS
OF PRESENTATION
|
The
unaudited financial statements included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). The financial statements and notes are presented
as permitted on Form 10-Q and do not contain information included in the
Company’s annual statements and notes. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
financial statements be read in conjunction with the December 31, 2007 10K-SB
and audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of the amounts
are in some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.
These
unaudited financial statements reflect all adjustments, including normal
recurring adjustments which, in the opinion of management, are necessary to
present fairly the operations and cash flows for the periods
presented.
On March
27, 2007, Bio-Solutions Corp. (the “Company”) was incorporated in the State of
Nevada.
The
Company is a manufacturer of a pre-mix for chicken integrators called
Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E,
calcium carbonate, soya grains treated at warm heat, shrimp flour, sodium
aluminocilicate and fish oil.
The
Company to date has conducted three clinical studies that have demonstrated the
positive impact of Nutra-Animal (chicken) on growth, reinforcement of the immune
system, as well as the ratio of net weight of flesh. The product has been
approved for sale in Canada by the Canadian Food Inspection Agency under number
982676.
The
Company’s supplier for the distinctive raw material used in the Nutra-Animal
blend has worldwide exclusive rights.
Going
Concern
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has not generated significant
revenues since inception and has generated losses in their initial year, and
needs to raise additional funds to carry out their business plan. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, and the ability of the Company to
obtain necessary equity financing to continue operations. The Company has had
very little operating history to date. These financial statements do not include
any adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. These factors raise
substantial doubt regarding the ability of the Company to continue as a going
concern.
In the
opinion of management, the current funds raised to date will satisfy the working
capital requirements for the next twelve months. Besides generating revenues
from current operations, the Company may need to raise additional capital to
expand operations to the point at which the Company can achieve profitability.
The terms of equity that may be raised may not be on terms acceptable by the
Company. If adequate funds cannot be raised outside of the Company, the
Company’s officers and directors may need to contribute funds to sustain
operations.
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
|
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Currency
Translation
The
Company operates in Canada, and certain accounts of the Company are reflected in
currencies other than the U.S. dollar. The Company translates income and expense
amounts at average exchange rates for the year, translates assets and
liabilities at year-end exchange rates and equity at historical rates for
currencies in the Canadian dollar. The Company’s functional currency is the
Canadian dollar, while the Company reports its currency in the US dollar. The
Company records these translation adjustments as accumulated other comprehensive
income (loss). Gains and losses from foreign currency transactions are included
in other income (expense) in the results of operations. For the six months ended
June 30, 2008 and the period from March 27, 2007 (inception) to June 30, 2007,
the Company recorded approximately $3,251 and $725 in translation losses,
respectively.
6
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED)
|
Comprehensive Income
(Loss)
The
Company follows the provisions of Financial Accounting Standards No. 130,
“Reporting Comprehensive Income” (FAS 130). FAS 130 governs the financial
statement presentation of changes in stockholders’ equity (deficit) resulting
from non-owner sources. Accumulated other comprehensive income (loss) as
reported in the accompanying financial statements represent gains (losses) from
foreign currency translation.
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with maturity of three months or less, when purchased, to be cash
equivalents.
The
Company maintains cash and cash equivalent balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation up to
$100,000.
Fixed
Assets
Although
the Company does not have any fixed assets at this point. Any fixed
assets acquired in the future will be stated at cost, less accumulated
depreciation. Depreciation will be provided using the straight-line method over
the estimated useful lives of the related assets. Costs of maintenance and
repairs will be charged to expense as incurred.
Recoverability of Long-Lived
Assets
Although
the Company does not have any long-lived assets at this point, for any
long-lived assets acquired in the future the Company will review their
recoverability on a periodic basis whenever events and changes in circumstances
have occurred which may indicate a possible impairment. The assessment for
potential impairment will be based primarily on the Company’s ability to recover
the carrying value of its long-lived assets from expected future cash flows from
its operations on an undiscounted basis. If such assets are determined to be
impaired, the impairment recognized is the amount by which the carrying value of
the assets exceeds the fair value of the assets. Fixed assets to be disposed of
by sale will be carried at the lower of the then current carrying value or fair
value less estimated costs to sell.
Fair Value of Financial
Instruments
The
carrying amount reported in the balance sheet for cash and cash equivalents,
accounts payable, accrued expenses, and accounts receivable approximate fair
value because of the immediate or short-term maturity of these financial
instruments. The Company does not utilize derivative instruments.
7
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED)
|
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
Revenue
Recognition
The
Company generates revenue from the sales of their products in accordance with
Staff Accounting Bulletin 101. The criteria for recognition are as
follows:
1)
|
Persuasive
evidence of an arrangement exists;
|
2)
|
Delivery
has occurred or services have been
rendered;
|
3)
|
The
seller’s price to the buyer is fixed or determinable,
and
|
4)
|
Collectable
is reasonably assured.
|
The
Company’s revenues are generated through the manufacturing of their products.
The Company ships their product to their suppliers. It is policy that the
Company recognizes revenues upon placement of the purchase order. This is the
time when the criteria established above has been determined to have been met.
The Company primarily ships product the same day as the purchase order is
received. The customer typically pays for product within a 30 day period;
therefore management has determined no allowance is required as of March 31,
2008 and December 31, 2007, respectively. The right of return does exist for a
small period subsequent to sale. However, their have been no refunds
since inception.
(Loss) Per Share of Common
Stock
Basic net
loss per common share is computed using the weighted average number of common
shares outstanding. Diluted earnings per share (EPS) include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants. Common stock
equivalents are not included in the computation of diluted earnings per share
when the Company reports a loss because to do so would be anti-dilutive for
periods presented.
8
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED)
|
(Loss) Per Share of Common
Stock (CONTINUED)
The
following is a reconciliation of the computation for basic and diluted
EPS:
June
30,
|
June
30,
|
|||||||
2008
|
2007
|
|||||||
Net
loss
|
$ | (105,018 | ) | $ | (24,483 | ) | ||
Weighted-average
common shares
|
||||||||
outstanding
(Basic)
|
9,286,500 | 976,135 | ||||||
Weighted-average
common stock
|
||||||||
Equivalents
|
||||||||
Stock
options
|
- | - | ||||||
Warrants
|
- | - | ||||||
Weighted-average
common shares
|
||||||||
outstanding
(Diluted)
|
9,286,500 | 976,135 |
Inventory
Inventory
is stated at the lower of cost (FIFO: first-in, first-out) or market,
and includes raw materials and finished goods. The cost of finished
goods includes the cost of packaging supplies, direct and indirect labor and
other indirect manufacturing costs. As of June 30, 2008, inventory of $95,733
includes $88,828 of raw materials with the balance being finished
goods.
Uncertainty in Income
Taxes
In July
2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
Uncertainty in Income Taxes.” This interpretation requires recognition and
measurement of uncertain income tax positions using a “more-likely-than-not”
approach. FIN No. 48 is effective for fiscal years beginning after December 15,
2006. Management has adopted FIN 48 for 2007, and they evaluate their tax
positions on an annual basis, and has determined that as of June 30, 2008, no
additional accrual for income taxes is necessary.
9
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED)
|
Recent Issued Accounting
Standards
In
September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of SFAS 157 is not expected to have a material impact
on the financial statements.
In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment.
SFAS 160
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. Management is determining the impact that the adoption of SFAS
No. 160 will have on the Company’s financial position, results of operations or
cash flows.
10
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED)
|
Recent Issued Accounting
Standards (Continued)
In
December 2007, the FASB issued SFAS 141R, Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141, Business
Combinations. This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition. SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted
and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R is not expected to have a
material effect on the Company’s financial position, results of operations or
cash flows.
In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of
Share Options” (“SAB 110”). SAB 110 expresses the current view of the
staff that it will accept a company’s election to use the simplified method
discussed in Staff Accounting Bulletin 107, Share Based Payment, (“SAB
107”), for estimating the expected term of “plain vanilla” share options
regardless of whether the company has sufficient information to make more
refined estimates. SAB 110 became effective for the Company on
January 1, 2008. The adoption of SAB 110 is not expected to have a
material impact on the Company’s financial position.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
NOTE
3-
|
STOCKHOLDERS’
EQUITY
|
The
Company was established with one class of stock, common stock – 75,000,000
shares authorized at a par value of $0.001.
11
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
3-
|
STOCKHOLDERS’ EQUITY
(CONTINUED)
|
Between
June and October 2007 the Company issued 9,286,500 shares of common stock in a
private placement for $136,650. The Company has not issued any
options or warrants to date.
NOTE
4-
|
RELATED PARTY
TRANSACTIONS
|
The
Company conducts business with another company owned by the President of the
Company. The Company purchases goods and uses office space in the other
company’s offices. The Company is currently being charged rent on a month to
month basis. For the six months ended June 30, 2008 and the period March 27,
2007 through June 30, 2007, the Company incurred $68,726 and $12,445,
respectively in inventory and other expenses to this company and $5,519 and $0
in rent. Approximately $3,735 is owed to this company at June 30, 2008 which is
included in accounts and accrued expenses payable.
The
Company was advanced $4,739 from officers during the six months ended June 30,
2008. These amounts are short-term in nature as they are due on demand, and the
Company has not been charged interest. The Company anticipates repayment of
these advances within the next twelve months.
NOTE
5-
|
SHORT-TERM
LOANS
|
The
Company was advanced $130,000 (CD$) ($129,229 in US$) from seventeen (17)
individuals/companies for amounts ranging between $5,000 and $45,000 (CD$) each
during the six months ended June 30, 2008. These amounts are short-term in
nature as they are due on demand, and the Company has accrued interest at 5% per
annum. Interest expense for the six months ended June 30, 2008 and accrued for
at June 30, 2008 is $1,618.
NOTE
6-
|
MAJOR
CUSTOMERS
|
96% and
93% of the Company’s revenue was generated by four and three
customers for the six months ended June 30, 2008 and period March 27, 2007
through June 30, 2007, respectively that were all considered to be major
customers. A major customer is one that represents at least 10% of the Company’s
revenue. The Company does not consider this risk to be significant.
12
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
NOTE
7-
|
PROVISION FOR INCOME
TAXES
|
Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities. Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return. Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
As of
June 30, 2008, there is no provision for income taxes, current or
deferred.
Net
operating losses
|
$ | 57,688 | ||
Valuation
allowance
|
(57,688 | ) | ||
$ | - |
At June 30, 2008, the Company had a net operating loss carry forward in the amount of $169,671, available to offset future taxable income through 2028. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
A
reconciliation of the Company’s effective tax rate as a percentage of income
before taxes and federal statutory rate for the six months ended June 30, 2008
and the period March 27, 2007 (inception) through June 30, 2007 is summarized
below.
2008
|
2007
|
|
Federal
statutory rate
|
(34.0)%
|
(34.0)%
|
State
income taxes, net of federal benefits
|
0.0
|
0.0
|
Valuation
allowance
|
34.0
|
34.0
|
0%
|
0%
|
13
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Critical Accounting Policy and
Estimates. Our Management’s Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our audited financial statements for the period from
March 27, 2007 (inception) to December 31, 2007, together with notes thereto as
previously filed with our Annual Report on Form 10-KSB. In addition,
these accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the financial statements included in our
Quarterly Report on Form 10-Q for the period ended June 30, 2008.
We are a
manufacturer of a premix product for the poultry industry called Nutra-Animal.
Nutra-Animal is an anti-oxidant containing wheat middlings, vitamin E, calcium
carbonate, soya grains treated at warm heat, shrimp flour, sodium
aluminocilicate and fish oil. We have conducted studies that we believe
demonstrate the positive impact of Nutra-Animal on growth, reinforcement of the
immune system, as well as the ratio of net weight of flesh. We plan to expand
the chicken feed product line in the next twelve months. We also plan to conduct
additional tests to improve and adjust our products for the different types of
poultry. We hope to conduct studies on pigs during 2008 and on calves beginning
in 2009.
Liquidity and Capital
Resources. We had cash of $5,188, accounts receivable of $883 and
inventory of $95,733 as of June 30, 2008, which equals our total current assets
of $101,804 as of that date. Our total assets as of June 30, 2008 were also
$101,804.
Our
current liabilities were $144,906 as of June 30, 2008, which was represented by
accounts payable and accrued expenses of $12,676, short term loans of $127,491,
and $4,739 due to an officer. Those short term loans were from certain
individuals/companies for amounts ranging between $5,000 and $45,000 (CD$) each
and were provided to us for working capital. These amounts are short-term in
nature as they are due on demand, and we have accrued interest at 5% per annum.
We had no other liabilities and no long term commitments or contingencies as of
June 30, 2008.
From June
to September 2007, we issued 1,286,500 shares of our common stock for $0.10 per
share. The gross proceeds to us were $128,650. We have used a significant
portion of those proceeds for professional fees related to the audit of our
financial statements and the preparation of our Registration Statement on Form
SB-2. We intend to use the balance of those proceeds for working
capital.
During
2008, we expect that the legal and accounting costs of being a public company
will continue to impact our liquidity and we may need to obtain funds to pay
those expenses. Other than the anticipated increases in legal and accounting
costs due to the reporting requirements of being a reporting company, we are not
aware of any other known trends, events or uncertainties, which may affect our
future liquidity.
Our
auditors have questioned our ability to continue operations as a “going
concern.” We hope to obtain significant revenues from future product
sales. In the absence of significant sales and profits, we will seek
to raise additional funds to meet our working capital needs principally through
the additional sales of our securities. However, we cannot guaranty
that we will be able to obtain sufficient additional funds when needed, or that
such funds, if available, will be obtainable on terms satisfactory to us. As a
result, our auditors believe that substantial doubt exists about our ability to
continue operations.
14
For the three months ended
June 30, 2008 as compared to the three months ended June 30,
2007.
Results
of Operations.
Revenues. We had revenues of
$11,876 for the three months ended June 30, 2008, as compared to revenues of
$9,154 for the three months ended June 30, 2007. The increase in
revenues is due to the growth of our operations between the two
periods. We hope to generate greater revenues as continue operations
and implement our business plan. For the three months ended
June 30, 2008, we had $6,025 in total cost of revenues. This is comprised of
$64,000 in beginning inventory, $37,758 in purchases less $95,733 in ending
inventory. This in comparison to the three months ended June 30,
2007, where we had revenues of $9,154 and total costs of revenues of
$2,461.
Operating
Expenses. For the three months ended June 30, 2008, we had
total operating expenses of $25,864, as compared to total operating expenses of
$31,176 for the three months ended June 30, 2007. The decrease in operating
expenses between the two periods is primarily due to decrease in professional
fees of $30,526 for the three months ended June 30, 2007 to professional fees of
$14,121 for the three months ended June 30, 2008. The professional and
accounting fees are comprised of legal, accounting and consulting expenses
related to becoming a public company. We expect that we will continue to incur
significant legal and accounting expenses related to being a public
company. In addition, operating expenses for the three months ended
June 30, 2008, included accounting fees of $2,494 and general and administrative
expenses of $9,249.
Net Income or
Loss. For the three months ended June 30, 2008, and after
interest expense of $1,469, we had a net loss of $21,482, with a net loss per
share of $0.00. In
comparison, for the three months ended June 30, 2007, where we had a net loss of
$24,483. We expect to continue to incur net losses for the foreseeable future
and until we generate significant revenues.
For the six months ended
June 30, 2008 as compared to the six months ended June 30,
2007.
Results
of Operations.
Revenues. We had net revenues
of $25,011 for the six months ended June 30, 2008, and revenues of $9,154 for
the period from inception on March 27, 2007 to June 30, 2007. We hope
to generate greater revenues as continue operations and implement our business
plan. For the six months ended June 30, 2008, we had $37,334 in
total cost of revenues. This is comprised of $68,936 in beginning inventory,
$64,131 in purchases less $95,733 in ending inventory. This in
comparison to the six months ended June 30, 2007, where we had revenues of
$9,154 and total costs of revenues of $2,461.
Operating
Expenses. For the six months ended June 30, 2008, we had total
operating expenses of $91,003. This included professional expenses of $45,938,
accounting fees of $3,658 and general and administrative expenses of $41,407.
The professional and consulting fees are comprised of legal, accounting and
consulting expenses related to becoming a public company. We expect that we will
continue to incur significant legal and accounting expenses related to being a
public company. This is in comparison to the period from March 27,
2007 (inception) through June 30, 2007, where we had total operating expenses of
$31,176, which were comprised of professional fees of $30,526 and general and
administrative expenses of $650.
Net Income or
Loss. For the six months ended June 30, 2008, and after
interest expense of $1,692, we had a net loss of $105,018, with a net loss per
share of $0.01. In comparison, for the period from March 27, 2007
(inception) through June 30, 2007, we had a net loss of $24,483. We expect to
continue to incur net losses for the foreseeable future and until we generate
significant revenues.
Our Plan of Operation for the Next
Twelve Months. To effectuate our business plan during the next
twelve months, our main focus is to secure intellectual property on existing
products as well as seeking rights on complementary products With the second
phase of tests being presently conducted by one of the major chicken integrator
in the United States, the first phase having been successful, we should be able
to start selling our product in the United States in the second half of 2008. We
are currently pursuing additional accounts by researching and contacting medium
to large size integrators to convince them to conduct in house tests on our
products. We are developing new updated sales and marketing materials including
brochures describing the products that we provide so that we can provide a
professional appearance to potential clients.
During
the next three to six months, our primary objective is to build our intellectual
property to better our positioning in the market. In addition, we need to
increase our client base so we can generate revenues to support our operations.
We need to obtain additional clients as four customers account for approximately
96% of our revenues. If we were to lose any of those customers, we would lose a
significant portion of our revenues. During the next six to twelve months, we
hope to expand our operations, based on the successful testing by prospective
clients.
We had
cash of $5,188 as of June 30, 2008. In the opinion of management, our available
funds will not satisfy our working capital requirements for the next twelve
months. As a result, our auditors believe that substantial doubt exists about
our ability to continue operations. Our forecast for the period for
which our financial resources will be adequate to support our operations
involves risks and uncertainties and actual results could fail as a result of a
number of factors. Besides generating revenue from our current operations, we
will need to raise additional capital to expand our operations to the point at
which we are able to operate profitably. Other than anticipated increases in the
legal and accounting costs of becoming a public company, we are not aware of any
other known trends, events or uncertainties, which may affect our future
liquidity.
We intend
to pursue capital through public or private financing as well as borrowings and
other sources, such as our officers, directors and principal shareholders. We
cannot guaranty that additional funding will be available on favorable terms, if
at all. If adequate funds are not available, then our ability to
expand our operations may be significantly hindered. If adequate funds are not
available, we believe that our officers, directors and principal shareholders
will contribute funds to pay for our expenses to achieve our objectives over the
next twelve months. However, our officers, directors and principal shareholders
are not committed to contribute funds to pay for our expenses.
We are
not currently conducting any research and development activities, although we
anticipate we may conduct such activities in the next twelve months. We do not
anticipate that we will purchase or sell any significant equipment. In the event
that we expand our customer base, then we may need to hire additional employees
or independent contractors as well as purchase or lease additional
equipment.
Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.
15
Off-Balance Sheet Arrangements.
We have no off-balance sheet arrangements.
Not
applicable.
Item 4. Controls and
Procedures
Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of March 31, 2008, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.
Item 4(T). Controls and
Procedures.
Changes in internal controls.
There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II — OTHER INFORMATION
Item 1. Legal
Proceedings.
None.
Item 1A. Risk
Factors.
Not
applicable.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults
Upon Senior Securities
None.
Item
4. Submission of Matters to Vote of Security
Holders
None.
Item 5. Other
Information
None.
Item
6. Exhibits
32.
Section 1350 Certifications.
16
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Bio-Solutions
Corp.,
a Nevada
corporation
|
|||
August 13, 2008
|
By:
|
/s/ Roger Corriveau | |
Roger Corriveau | |||
Its: | Principal Executive Officer, | ||
President and a Director |
August 13,
2008
|
By:
|
/s/ Gilbert Pomerleau | |
Gilbert Pomerleau | |||
Its: | Principal Accounting Officer, | ||
Chief Financial Officer |
17