Glucose Health, Inc. - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
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o
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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
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Bio-Solutions
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
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98-0557171
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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14517,
Joseph Marc Vermette, Mirabel (Québec), Canada J7J 1X2
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(Address
of principal executive offices)
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(888)
686-2611
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(Registrant’s
telephone number including area code)
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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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). oYes 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
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Accelerated
filer o
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
oYes xNo
As of May
12, 2009, there were 12,299,350 shares of the issuer's $.001 par value common
stock issued and outstanding.
1
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
BIO-SOLUTIONS
CORP.
BALANCE
SHEETS
MARCH
31, 2009 (UNAUDITED) AND DECEMBER 31, 2008
IN
US$
|
|||||||||
ASSETS
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|||||||||
UNAUDITED
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|||||||||
MARCH
31,
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DECEMBER
31,
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||||||||
2009
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2008
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||||||||
CURRENT
ASSETS
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|||||||||
Cash
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$ | 2,162 | $ | 810 | |||||
Accounts
receivable
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951 | 6,240 | |||||||
Inventory
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68,074 | 76,379 | |||||||
Total
current assets
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71,187 | 83,429 | |||||||
Other
Asset
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|||||||||
License,
net of amortization
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97,448 | 111,180 | |||||||
TOTAL
ASSETS
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$ | 168,635 | $ | 194,609 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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|||||||||
CURRENT
LIABILITIES
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|||||||||
Accounts
payable and accrued expenses
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$ | 117,889 | $ | 126,107 | |||||
Short
- term loans
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85,194 | 38,966 | |||||||
Due
to officer
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3,831 | 3,967 | |||||||
Total
current liabilities
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206,914 | 169,040 | |||||||
TOTAL
LIABILITIES
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206,914 | 169,040 | |||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
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|||||||||
Common
stock, $0.001 par value, 75,000,000 shares authorized,
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|||||||||
12,299,350
shares issued and outstanding, respectively
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12,299 | 12,299 | |||||||
Additional
paid in capital
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642,013 | 642,013 | |||||||
Accumulated
deficit
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(656,131 | ) | (593,942 | ) | |||||
Accumulated
other comprehensive income (loss)
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(36,460 | ) | (34,801 | ) | |||||
Total
stockholders' equity (deficit)
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(38,279 | ) | 25,569 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 168,635 | $ | 194,609 | |||||
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The accompanying notes are an integral part of these financial
statements.
2
BIO-SOLUTIONS
CORP.
STATEMENT
OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS
FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)
IN
US$
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|||||||||
THREE
MONTHS
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THREE
MONTHS
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||||||||
ENDED
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ENDED
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||||||||
MARCH
31, 2009
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MARCH
31, 2008
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||||||||
REVENUE
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$ | 5,782 | $ | 13,135 | |||||
COST
OF REVENUES
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|||||||||
Beginning
inventory
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76,379 | 68,936 | |||||||
Purchases
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2,448 | 26,373 | |||||||
Ending
inventory
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(68,074 | ) | (64,000 | ) | |||||
Total
Cost of Revenues
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10,753 | 31,309 | |||||||
GROSS
LOSS
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(4,971 | ) | (18,174 | ) | |||||
OPERATING
EXPENSES
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|||||||||
Professional
fees
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35,121 | 31,817 | |||||||
Accounting
fees
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5,996 | 1,164 | |||||||
General
and administrative
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15,218 | 32,158 | |||||||
Total
operating expenses
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56,335 | 65,139 | |||||||
NET
LOSS BEFORE OTHER EXPENSE
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|||||||||
Interest
expense
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(883 | ) | (223 | ) | |||||
Total
other expense
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(883 | ) | (223 | ) | |||||
NET
LOSS
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$ | (62,189 | ) | $ | (83,536 | ) | |||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
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12,299,350 | 9,286,500 | |||||||
NET
LOSS PER SHARE
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$ | (0.01 | ) | $ | (0.01 | ) | |||
STATEMENT
OF ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|||||||||
Net
loss
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$ | (62,189 | ) | $ | (83,536 | ) | |||
Currency
tranlation gains (losses)
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(1,659 | ) | (1,190 | ) | |||||
TOTAL
ACCUMULATED OTHER COMPREHENSIVE LOSS
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$ | (63,848 | ) | $ | (84,726 | ) | |||
The
accompanying notes are an integral part of these financial
statements.
3
BIO-SOLUTIONS
CORP.
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|||||||
STATEMENT
OF CASH FLOW
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|||||||
FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)
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IN
US$
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||||||||
THREE
MONTHS
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THREE
MONTHS
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|||||||
ENDED
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ENDED
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|||||||
MARCH
31, 2009
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MARCH
31, 2008
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|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||
Net
loss
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$ | (62,189 | ) | $ | (83,536 | ) | ||
Adjustments
to reconcile net loss
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||||||||
to
net cash used in operating activities:
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||||||||
Amortization
expense - license
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10,038 | - | ||||||
Change
in assets and liabilities
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||||||||
Decrease
in accounts receivable
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5,074 | 2,488 | ||||||
Decrease
in inventory
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5,680 | 2,787 | ||||||
Increase
(decrease) in accounts payable and accrued expenses
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(5,253 | ) | 13,181 | |||||
Total
adjustments
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15,539 | 18,456 | ||||||
Net
cash (used in) operating activities
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(46,650 | ) | (65,080 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Short-term
loans
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47,568 | 55,271 | ||||||
Advances
from officers
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- | 4,268 | ||||||
Net
cash provided by financing activities
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47,568 | 59,539 | ||||||
Effect
of foreign currency
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434 | (126 | ) | |||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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1,352 | (5,667 | ) | |||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
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810 | 7,990 | ||||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
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$ | 2,162 | $ | 2,323 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
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||||||||
Cash
paid during the period for:
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||||||||
Interest
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$ | - | $ | - | ||||
Income
taxes
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$ | - | $ | - | ||||
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The accompanying notes are an integral part of these financial
statements.
4
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
1-
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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, 2008 10K 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, silicone dioxyde, shrimp flour, sodium selenite 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.
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5
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
1-
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ORGANIZATION AND BASIS
OF PRESENTATION (CONTINUED)
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
totaling $656,131 in their initial two years, 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.
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NOTE
2-
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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 three months ended March
31, 2009 and 2008, the Company recorded approximately $1,659 and $1,190 in
translation losses, respectively.
|
6
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 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.
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 sheets 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
MARCH
31, 2009 AND 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 taht 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
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4)
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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, 2009 and December 31, 2008, 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
MARCH
31, 2009 AND 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:
|
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
|||||||
Net
loss
|
$ | (62,189 | ) | $ | (83,536 | ) | ||
Weighted-average
common shares
|
||||||||
outstanding
(Basic)
|
12,299,350 | 9,286,500 | ||||||
Weighted-average
common stock
|
||||||||
Equivalents
|
||||||||
Stock
options
|
- | - | ||||||
Warrants
|
- | - | ||||||
Weighted-average
common shares
|
||||||||
outstanding
(Diluted)
|
12,299,350 | 9,286,500 | ||||||
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 March 31,
2009 and December 31, 2008, inventory of $68,074 and $76,379 includes
$60,075 and $62,213 of raw materials with the balance being finished
goods, respectively.
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 March 31, 2009, no additional accrual for income
taxes is necessary. |
9
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 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.
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.
In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
(“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities. These enhanced disclosures will
discuss: how and why an entity uses derivative instruments; how derivative
instruments and related hedged items are accounted for under SFAS 133 and
its related interpretations; and how derivative instruments and related
hedged items affect an entity’s financial position, financial performance,
and cash flows. SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not believe that SFAS 161 will have an impact on their
results of operations or financial
position.
|
10
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
2-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Recent Issued
Accounting Standards (Continued)
In
April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the
Useful Life of Intangible Assets”. This FSP amends the factors that should
be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS No.
142, “Goodwill and Other Intangible Assets”. The Company was required to
adopt FSP 142-3 on October 1, 2008. The guidance in FSP 142-3 for
determining the useful life of a recognized intangible asset shall be
applied prospectively to intangible assets acquired after adoption, and
the disclosure requirements shall be applied prospectively to all
intangible assets recognized as of, and subsequent to, adoption. The
Company does not believe FSP 142-3 will materially impact their financial
position, results of operations or cash flows.
In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (SFAS 162). SFAS 162 makes the hierarchy
of generally accepted accounting principles explicitly and directly
applicable to preparers of financial statements, a step that recognizes
preparers’ responsibilities for selecting the accounting principles for
their financial statements. The effective date for SFAS 162 is 60 days
following the U.S. Securities and Exchange Commission’s approval of the
Public Company Accounting Oversight Board’s related amendments to remove
the GAAP hierarchy from auditing standards, where it has resided for some
time. The adoption of SFAS 162 will not have an impact on the Company’s
results of operations or financial position.
In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts – an interpretation of SFAS No. 60” (SFAS
163). SFAS 163 prescribes accounting for insures of financial obligations,
bringing consistency to recognizing and recording premiums and to loss
recognition. SFAS 163 also requires expanded disclosures about financial
guarantee insurance contracts. Except for some disclosures, SFAS 163 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of SFAS 163 will not have an impact on the
Company’s results of operations or 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
(DEFICIT)
The
Company was established with one class of stock, common stock - 75,000,000
shares authorized at a par value of $0.001.
Between
June and October 2007 the Company issued 9,286,500 shares of common stock
in a private placement for $136,650.
During
the period July 1, 2008 through September 30, 2008 the Company raised
$82,662 through the sale of 421,502 shares of common stock.
In
October 2008 the Company entered into agreements with consultants that
performed services for the Company. At that time, the Company issued the
consultants 1,550,000 shares of common stock valued at $.20 per share (the
value the Company received cash for their shares at the same time). The
value of $310,000 is reflected in the statements of operations for the
year ended December 31, 2008.
The
Company in December 2008 issued 1,041,348 shares of stock in conversion of
$125,000 of notes payable (approximately $.12 per share).
As
of March 31, 2009, the Company has 12,299,350 shares of common stock
issued and outstanding.
The
Company has not issued any options or warrants to
date.
|
11
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
4-
|
RELATED PARTY
TRANSACTIONS
The
Company conducts business with another company owned by an officer 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 three months ended March 31, 2009 and 2008 the
Company incurred $0 and $28,861, respectively in inventory and other
expenses to this company and $0 and $0 in rent. Approximately $9,123 is
owed to this company at March 31, 2009 which is included in accounts and
accrued expenses payable.
The
Company was advanced $3,831 from officers during the year ended December
31, 2008 and remain outstanding as of March 31, 2009. 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 $125,000 from seventeen (17) individuals/companies
for amounts ranging between $5,000 and $45,000 each during the year ended
December 31, 2008. These amounts were converted into 1,041,348 shares of
common stock.
In
December 2008, the Company entered into three notes payable on demand in
the amounts of $20,000 (CD$), $10,000 (CD$) and $24,990 (CD$) loan. All of
these loans accrue interest at 5% per annum. The Company has repaid $7,530
(CD$) at the end of December 2008, and has $17,460 (CD$) remaining due on
this note. In addition, the Company in the three months ended March 31,
2009, was advanced another $60,000 (CD$). The total outstanding due on
these notes as of March 31, 2009 is $107,460 (CD$) or $85,194
(US$).
The
Company had accrued interest at 5% per annum on these notes and accrued
$4,479 as of March 31, 2009. Interest expense for the three months ended
March 31, 2009 and 2008 is $883 and $223, respectively.
|
NOTE
6-
|
MAJOR
CUSTOMERS
All of the Company’s revenue was generated by
two and four customers for the three months ended March 31, 2009 and 2008,
respectively that were all considered to be major customers. A major
customer is one that represents at least 10% of the Company’s revenue. The
Company does not consider this risk to be
significant.
|
12
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
7-
|
PROVISION FOR INCOME
TAXES
|
Deferred income taxes are determined using the liability method for
the temporary differences between the financial reporting basis and income
tax basis of the Company’s assets and liabilities. Deferred
income taxes are measured based on the tax rates expected to be in effect
when the temporary differences are included in the Company’s tax
return. Deferred tax assets and liabilities are recognized
based on anticipated future tax consequences attributable to differences
between financial statement carrying amounts of assets and liabilities and
their respective tax bases.
As of March 31, 2009, there is no provision for income taxes, current
or deferred.
|
Net operating losses$ 223,085 Valuation allowance(223,085 ) $ -
At March 31, 2009, the Company had a net operating loss carry forward in the amount of $656,131, available to offset future taxable income through 2029. 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 three months ended March 31, 2009 and 2008 is summarized below.
2009
|
2008
|
|
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
BIO-SOLUTIONS
CORP.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2009 AND 2008
NOTE
8-
|
LICENSE
AGREEMENT
|
|
On
September 11, 2008, the Company entered into a License Agreement with
Oceanutrasciences Inc., a Canadian company (“ONS”) (the “Agreement”)/ The
Agreement is for a term of three years from September 11, 2008 to
September 11, 2011. Under the terms of the Agreement, the Company has
acquired the license and trademark rights to produce the “Nutra-Pro 80-20”
product from ONS in the North America animal feed territory. The Company
has acquired these rights for $150,000 (CD$) ($141,525 US$ at September
11, 2008). The Company paid the initial payment of $50,000 (CD$), with the
remaining payments due $50,000 (CD$) on October 31, 2008 and $50,000 (CD$)
on December 31, 2008. The Company has made a $25,000 (CD$) payment in
December 2008, and as of March 31, 2009 owes $75,000 (CD$), which is
reflected in accounts payable and accrued expenses on the balance sheet at
March 31, 2009. The Company is amortizing the license fee over the 36
month term of the Agreement. Amortization expense for the three months
ended March 31, 2009 and 2008 are $10,038 and $0,
respectively.
|
NOTE
9-
|
FAIR
VALUE MEASUREMENTS
On
January 1, 2008, the Company adopted SFAS 157. SFAS 157 defines fair
value, provides a consistent framework for measuring fair value under
generally accepted accounting principles and expands fair value financial
statement disclosure requirements. SFAS 157’s valuation techniques are
based on observable and unobservable inputs. Observable inputs reflect
readily obtainable data from independent sources, while unobservable
inputs reflect our market assumptions. SFAS 157 classifies these inputs
into the following hierarchy:
Level
1 inputs: Quoted prices for identical instruments in active
markets.
Level
2 inputs: Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not
active; and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.
Level
3 inputs: Instruments with primarily unobservable value
drivers.
The
following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of
March 31, 2009:
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
Cash
|
2,162
|
-
|
-
|
2,162
|
Total
assets
|
2,162
|
-
|
-
|
2,162
|
Short-term
notes
|
85,194
|
-
|
-
|
85,194
|
Total
liabilities
|
85,194
|
-
|
-
|
85,194
|
14
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 year ended
December 31, 2008, together with notes thereto as previously filed with our
Annual Report on Form 10-K. 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 March 31, 2009.
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.
Liquidity and Capital
Resources. We had cash of $2,162, accounts receivable of $951 and
inventory of $68,074 as of March 31, 2009, which equals our total current assets
of $71,187 as of that date. With our other asset of $97,448 represented by a
license, net of amortization, our total assets as of March 31, 2009 were
$168,635.
Our
current liabilities were $206,914 as of March 31, 2009, which was represented by
accounts payable and accrued expenses of $117,889, short term loans of $85,194,
and $3,831 due to an officer.
In
December 2008, we entered into three notes payable on demand in the amounts of
$20,000 (CD$), $10,000 (CD$) and $24,990 (CD$) loan. These amounts are
short-term in nature as they are due on demand, and we have accrued interest at
5% per annum. We repaid $7,530 (CD$) at the end of December 2008, and
have $17,460 (CD$) remaining due on this note. In addition, in the three months
ended March 31, 2009, we were advanced another $60,000 (CD$). The total
outstanding due on these notes as of March 31, 2009 is $107,460 (CD$) or $85,194
(US$). We had accrued interest of $4,479 as of March 31, 2009. Those short term
loans were from certain individuals/companies and were provided to us for
working capital.
Our total
liabilities were also $206,914 as of March 31, 2009, and had no other
liabilities and no long term commitments or contingencies as of that
date.
During
2009, we expect that the legal and accounting costs of being a public company
will continue to impact our liquidity and we will 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.
15
For the three months ended
March 31, 2009 as compared to the three months ended March 31,
2008.
Results
of Operations.
Revenues. We had revenues of
$5,782 for the three months ended March 31, 2009, as compared to revenues of
$13,135 for the three months ended March 31, 2008. We hope to
generate greater revenues as continue operations and implement our business
plan. For the three months ended March 31, 2009, we had $10,753
in total cost of revenues. This is comprised of $76,379 in beginning inventory,
$2,448 in purchases less $68,074 in ending inventory, resulting in a gross loss
of $4,971. This in comparison to the three months ended March 31,
2008, where we had $31,309 in total cost of revenues, comprised of $68,936 in
beginning inventory, $26,373 in purchases, less $64,000 in ending inventory,
resulting in a gross loss of $31,309.
Operating
Expenses. For the three months ended March 31, 2009, we had
total operating expenses of $56,335, as compared to total operating expenses of
$65,139 for the three months ended March 31, 2008. The decrease in operating
expenses between the two periods is primarily due to a decrease in general and
administrative expenses from $32,158 for the three months ended March 31, 2008,
to $15,218 for the three months ended March 31, 2009. Our professional and
accounting fees also increased between the two periods as we incurred more fees
related to being a public company. We expect that we will continue to incur
significant legal and accounting expenses related to being a public
company.
Net Income or
Loss. For the three months ended March 31, 2009, and
after interest expense of $883, we had a net loss of $62,189, with a net loss
per share of $0.01. In comparison, for the three months ended March
31, 2008, where we had a net loss of $83,536. 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 Canada, the first phase having been successful, we should be able to
start selling our product across Canada in the second half of 2009. We are
currently pursuing additional accounts by researching and contacting medium to
large size integrators in the United States 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 strengthen our knowledge of the mode of action of
the product 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
93% 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 also hope
to finalize a pan Canadian distribution agreement to increase our presence on
the market
We had
cash of $2,162 as of March 31, 2009. In the opinion of management, our available
funds will not satisfy our working capital requirements for the next twelve
months. 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.
Off-Balance Sheet Arrangements.
We have no off-balance sheet arrangements.
Item 3. Quantitative and
Qualitative Disclosures about Market Risk
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, 2009, 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.
16
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
Certification
of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
|
31.2
|
Certification
of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
32.1
|
Certification
of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
17
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
|
|||
May
14, 2009
|
By:
|
/s/ Gilles Chaumillon | |
Gilles Chaumillon | |||
Its: | Chief Executive Officer, President (Principal Executive Officer) | ||
May
14, 2009
|
By:
|
/s/ Gilbert Pomerleau | |
Gilbert Pomerleau | |||
Its: | Chief Financial Officer and a Director | ||
(Principal Financial and Accounting Officer) |
18