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Glucose Health, Inc. - Quarter Report: 2009 March (Form 10-Q)

biosolform10q033109.htm

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 MARCH 31, 2009
 
 
      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)

(888) 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 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
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).
 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
           
     
UNAUDITED
       
     
MARCH 31,
   
DECEMBER 31,
 
     
2009
   
2008
 
CURRENT ASSETS
             
   Cash
    $ 2,162     $ 810  
   Accounts receivable
      951       6,240  
   Inventory
      68,074       76,379  
 
Total current assets
    71,187       83,429  
                   
Other Asset
                 
   License, net of amortization
    97,448       111,180  
                   
TOTAL ASSETS
    $ 168,635     $ 194,609  
                   
                   
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                   
CURRENT LIABILITIES
               
   Accounts payable and accrued expenses
  $ 117,889     $ 126,107  
   Short - term loans
      85,194       38,966  
   Due to officer
      3,831       3,967  
 
Total current liabilities
    206,914       169,040  
                   
TOTAL LIABILITIES
      206,914       169,040  
                   
STOCKHOLDERS' EQUITY (DEFICIT)
               
   Common stock, $0.001 par value, 75,000,000 shares authorized,
               
      12,299,350 shares issued and outstanding, respectively
    12,299       12,299  
   Additional paid in capital
    642,013       642,013  
   Accumulated deficit
      (656,131 )     (593,942 )
   Accumulated other comprehensive income (loss)
    (36,460 )     (34,801 )
 
Total stockholders' equity (deficit)
    (38,279 )     25,569  
                   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 168,635     $ 194,609  
                   
                   
 
               
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$
               
               
     
THREE MONTHS
   
THREE MONTHS
 
     
ENDED
   
ENDED
 
     
MARCH 31, 2009
   
MARCH 31, 2008
 
               
REVENUE
    $ 5,782     $ 13,135  
                   
COST OF REVENUES
                 
    Beginning inventory
      76,379       68,936  
    Purchases
      2,448       26,373  
    Ending inventory
      (68,074 )     (64,000 )
        Total Cost of Revenues
    10,753       31,309  
                   
GROSS LOSS
      (4,971 )     (18,174 )
                   
OPERATING EXPENSES
               
    Professional fees
      35,121       31,817  
    Accounting fees
      5,996       1,164  
    General and administrative
    15,218       32,158  
 
Total operating expenses
    56,335       65,139  
                   
NET LOSS BEFORE OTHER EXPENSE
               
    Interest expense
      (883 )     (223 )
 
Total other expense
    (883 )     (223 )
                   
                   
NET LOSS
    $ (62,189 )   $ (83,536 )
                   
                   
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    12,299,350       9,286,500  
                   
NET LOSS PER SHARE
    $ (0.01 )   $ (0.01 )
                   
STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS
               
                   
Net loss
    $ (62,189 )   $ (83,536 )
Currency tranlation gains (losses)
    (1,659 )     (1,190 )
                   
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS
  $ (63,848 )   $ (84,726 )
                   
                   
The accompanying notes are an integral part of these financial statements.

 
3

 

BIO-SOLUTIONS CORP.
 STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)

   
IN US$
             
             
   
THREE MONTHS
   
THREE MONTHS
 
   
ENDED
   
ENDED
 
   
MARCH 31, 2009
   
MARCH 31, 2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net loss
  $ (62,189 )   $ (83,536 )
                 
Adjustments to reconcile net loss
               
  to net cash used in operating activities:
               
    Amortization expense - license
    10,038       -  
                 
Change in assets and liabilities
               
    Decrease in accounts receivable
    5,074       2,488  
    Decrease in inventory
    5,680       2,787  
    Increase (decrease) in accounts payable and accrued expenses
    (5,253 )     13,181  
          Total adjustments
    15,539       18,456  
          Net cash (used in) operating activities
    (46,650 )     (65,080 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Short-term loans
    47,568       55,271  
   Advances from officers
    -       4,268  
          Net cash provided by financing activities
    47,568       59,539  
                 
Effect of foreign currency
    434       (126 )
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    1,352       (5,667 )
                 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    810       7,990  
                 
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 2,162     $ 2,323  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
  Cash paid during the period for:
               
       Interest
  $ -     $ -  
       Income taxes
  $ -     $ -  
                 
                 
 
               
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-
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.

 
5

 
BIO-SOLUTIONS CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008


NOTE 1-
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.
 
 
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 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
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, 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