Glucose Health, Inc. - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
_________________
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2013
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
_________________
BIO-SOLUTIONS CORP.
(Exact name of registrant as specified in its charter)
_________________
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Nevada
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333-147917
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90-0557171
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation or Organization)
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File Number)
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Identification No.)
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1250 NE Loop 410, Suite 200, San Antonio, TX 78209
(Address of Principal Executive Offices) (Zip Code)
(210) 268-9409
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
_________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes x No o
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). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
APPLICABLE ONLY TO CORPORATE ISSUERS
Outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Class
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Outstanding at November 14, 2013
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Common stock, $0.001 par value
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174,768,593
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PART I
BIO-SOLUTIONS, INC.
FORM 10-Q
TABLE OF CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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Condensed Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012
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F-2
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Condensed Statements of Operations for the three and nine months ended September 30, 2013 and 2012 and Development Stage from October 1, 2011 to September 30, 2013 (Unaudited)
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F-3
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Condensed Statements of Cash Flows for the three and nine months ended September 30, 2013 and 2012 and Development Stage from October 1, 2011 to September 30, 2013 (Unaudited)
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F-4
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Notes to Condensed Financial Statements (Unaudited)
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F-5
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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3
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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7
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ITEM 4.
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CONTROLS AND PROCEDURES
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8
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PART II - OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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9
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ITEM 2.
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UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
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9
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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11
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ITEM 4.
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MINE SAFETY DISCLOSURE
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11
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ITEM 5.
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OTHER INFORMATION
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11
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ITEM 6.
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EXHIBITS
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12
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SIGNATURES
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13
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 22, 2013.
F-1
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012
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(UNAUDITED)
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SEPTEMBER 30,
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DECEMBER 31,
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2013
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2012
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CURRENT ASSETS
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Cash
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$ | 269 | $ | 1,076 | ||||
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Inventory
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27,904 | - | ||||||
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Prepaid expenses
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4,959 | - | ||||||
| Total current assets | 33,132 | 1,076 | ||||||
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Other Asset
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Intellectual Property
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431,600 | 206,600 | ||||||
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TOTAL ASSETS
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$ | 464,732 | $ | 207,676 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 123,080 | $ | 123,199 | ||||
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Liability for stock to be issued
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20,000 | - | ||||||
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Short - term loans
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6,000 | - | ||||||
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Short - term loans - related parties
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1,653 | 1,597 | ||||||
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Short - term loans - convertible
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91,716 | 60,680 | ||||||
| Total current liabilities | 242,449 | 185,476 | ||||||
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TOTAL LIABILITIES
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242,449 | 185,476 | ||||||
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STOCKHOLDERS' EQUITY
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Common stock, $0.001 par value, 200,000,000 shares authorized,
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174,768,593 and 101,085,862 shares issued and outstanding as of
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September 30, 2013 and December 31, 2012, respectively
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174,769 | 101,086 | ||||||
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Additional paid in capital
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4,384,693 | 3,588,967 | ||||||
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Deferred compensation
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(92,429 | ) | (150,000 | ) | ||||
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Accumulated deficit
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(2,873,925 | ) | (2,873,925 | ) | ||||
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Deficit accumulated during the development stage
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(1,295,547 | ) | (568,650 | ) | ||||
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Accumulated other comprehensive loss
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(75,278 | ) | (75,278 | ) | ||||
| Total stockholders' equity | 222,283 | 22,200 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 464,732 | $ | 207,676 | ||||
The accompanying notes are an integral part of these financial statements.
F-2
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED)
FOR THE THREE AND NINEMONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013
IN US$
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THREE MONTHS
ENDED |
THREE MONTHS
ENDED |
NINE MONTHS
ENDED |
NINE MONTHS
ENDED |
DEVELOPMENT STAGEPERIOD FROM
OCTOBER 1, 2011 to |
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SEPTEMBER 30, 2013
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SEPTEMBER 30, 2012
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SEPTEMBER 30, 2013
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SEPTEMBER 30, 2012
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SEPTEMBER 30, 2013
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REVENUE
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$ | 224 | $ | - | $ | 224 | $ | - | $ | 224 | ||||||||||
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COST OF REVENUES
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13,075 | - | 13,075 | - | 16,707 | |||||||||||||||
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GROSS LOSS
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(12,851 | ) | - | (12,851 | ) | - | (16,483 | ) | ||||||||||||
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OPERATING EXPENSES
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Professional fees/stock based compensation
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214,609 | 208,333 | 680,092 | 232,098 | 1,117,374 | |||||||||||||||
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Amortization expense and impairment
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- | - | - | - | 85,288 | |||||||||||||||
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General and administrative
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5,599 | 632 | 18,189 | 5,121 | 24,466 | |||||||||||||||
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Total Operating Expenses
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220,208 | 208,965 | 698,281 | 237,219 | 1,227,128 | |||||||||||||||
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NET LOSS BEFORE OTHER INCOME (EXPENSE)
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(233,059 | ) | (208,965 | ) | (711,132 | ) | (237,219 | ) | (1,243,611 | ) | ||||||||||
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OTHER INCOME (EXPENSE)
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Interest income (expense)
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107,492 | (73,975 | ) | 5,235 | (238,032 | ) | (30,936 | ) | ||||||||||||
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Loss on conversion of debt
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(21,000 | ) | - | (21,000 | ) | - | (21,000 | ) | ||||||||||||
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Total other expense
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86,492 | (73,975 | ) | (15,765 | ) | (238,032 | ) | (51,936 | ) | |||||||||||
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NET LOSS
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$ | (146,567 | ) | $ | (282,940 | ) | $ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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167,946,447 | 73,773,114 | 136,687,627 | 69,400,652 | ||||||||||||||||
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NET LOSS PER SHARE
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$ | (0.001 | ) | $ | (0.004 | ) | $ | (0.005 | ) | $ | (0.007 | ) | ||||||||
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STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS
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Net loss
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$ | (146,567 | ) | $ | (282,940 | ) | $ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||||
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Currency translation gains (losses)
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- | (6,649 | ) | - | (6,588 | ) | (12,578 | ) | ||||||||||||
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TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS
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$ | (146,567 | ) | $ | (289,589 | ) | $ | (726,897 | ) | $ | (481,839 | ) | $ | (1,308,125 | ) | |||||
The accompanying notes are an integral part of these financial statements.
F-3
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013
IN US$
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NINE MONTHS
ENDED |
NINE MONTHS
ENDED |
DEVELOPMENT STAGE PERIOD FROM
OCTOBER 1, 2011 THROUGH |
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SEPTEMBER 30, 2013
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SEPTEMBER 30, 2012
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SEPTEMBER 30, 2013
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||
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Adjustments to reconcile net loss
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to net cash used in operating activities:
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Impairment expense
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- | - | 85,288 | |||||||||
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Common stock issued for services
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613,619 | 169,000 | 965,988 | |||||||||
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Beneficial Conversion Feature of Notes Payable
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(8,838 | ) | 235,538 | 25,458 | ||||||||
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Loss on coversion of debt
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21,000 | - | 21,000 | |||||||||
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Change in assets and liabilities
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(Increase) decrease in accounts receivable
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- | - | - | |||||||||
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(Increase) decrease in inventory
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(27,903 | ) | - | (27,903 | ) | |||||||
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(Increase) decrease in prepaids
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(4,959 | ) | - | (4,959 | ) | |||||||
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Increase (decrease) in accounts payable and accrued expenses
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9,549 | 4,034 | 17,556 | |||||||||
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Total adjustments
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602,468 | 408,572 | 1,082,428 | |||||||||
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Net cash used in operating activities
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(124,429 | ) | (66,679 | ) | (213,119 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from short-term loans, net of repayments
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12,000 | - | 10,613 | |||||||||
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Proceeds from short-term loans - related party, net of repayments
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- | - | 4,867 | |||||||||
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Proceeds from convertible notes payable, net of repayments
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111,622 | 61,600 | 188,472 | |||||||||
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Net cash provided by financing activities
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123,622 | 61,600 | 203,952 | |||||||||
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Effect of foreign currency
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- | 5,274 | 5,507 | |||||||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(807 | ) | 195 | (3,660 | ) | |||||||
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
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1,076 | 82 | 3,929 | |||||||||
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CASH AND CASH EQUIVALENTS - END OF PERIOD
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$ | 269 | $ | 277 | $ | 269 | ||||||
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NONCASH OPERATING AND INVESTING ACTIVITIES:
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Conversion of notes payable and accrued interest to common stock
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$ | 110,824 | $ | 14,100 | $ | 174,963 | ||||||
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Conversion of liability to common stock
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$ | 6,375 | $ | 41,500 | $ | 54,175 | ||||||
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Acquisition of intellectual property of Type2 Defense for common shares
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$ | 225,000 | $ | - | $ | 231,600 | ||||||
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Conversion of accounts payable and notes payable to equity (Note 9)
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$ | - | $ | 217,811 | $ | 291,559 | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
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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, 2012 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 was 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 is also the distributor of GreenEx ™ in Africa. GreenEx ™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of Malaria. GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants.
On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000. In addition the board approved a 1.20 to 1 stock split. All shares have been reflected retroactively in accordance with SAB Topic 14C.
On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics.
During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product. All inventories from the former products were written off as of October 1, 2011.
During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.
The Company elected to enter the development stage on October 1, 2011. The first production run of the Company’s Type 2 Defense product was completed during June 2013. On July 8, 2013 the Company announced our product was available for on-line sales on Amzon.com. On July 9, 2013, the Company announced our product was available for on-line sales from our www.Type2Defense.com website. The first sale was completed in July 2013. As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage. The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.
F-5
BIO-SOLUTIONS CORP.
(A DVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
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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 $4,169,472 since inception, of which $1,295,547 are deficits accumulated during the development stage 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.
The Company estimates that they will need a $700,000 capital infusion to continue operations through the third quarter of 2014. 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 officer and directors may need to contribute funds to sustain operations.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Development Stage
The Company is in the development stage commencing October 1, 2011. On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type 2 Defense. During October 2011, the Company abandoned its former operations to focus solely on the Type 2 Defense product. All inventories from the former products were written off as of October 1, 2011.
The first production run of the Company’s Type 2 Defense product was completed during June 2013. On July 8, 2013 the Company announced their product was available for on-line sales on Amzon.com. On July 9, 2013, the Company announced their product was available for on-line sales from our www.Type2Defense.com website. The first sale was completed in July 2013. As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage. The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.
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. The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.
F-6
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Currency Translation
The Company no longer operates in Canada. Effective January 1, 2013, the Company changed its functional currency from Canadian dollar to US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013. Prior to January 1, 2013, the Company recorded 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 and nine months ended September 30, 2012, the Company recorded $6,649 and $6,588 in translation losses, respectively.
Comprehensive Income (Loss)
The Company adopted ASC 220-10, “Reporting Comprehensive Income.” ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
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 a single 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 Current and Long-Lived Assets
The Company reviews their current and long-lived assets 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.
F-7
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Revenue Recognition
The Company currently has a small amount of revenue. Company utilizes the following criteria for revenue recognition:
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) collectability is reasonably assured.
(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 warrants and convertible notes. 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. The Company has not issued any options or warrants to date. At September 30, 2013, the total shares issuable upon conversion of convertible notes payable would be 20,822,332 shares of the Company’s common stock.
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 September 30, 2013, the Company had inventory of $27,904.
F-8
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Recent Issued Accounting Standards
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.
In February 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). The amendments to U.S. GAAP will be effective for fiscal years starting after December 15, 2012. The Company is currently assessing the impact of this accounting guidance on the consolidated financial statements and related disclosures.
There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
F-9
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 3 - STOCKHOLDERS’ EQUITY
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The Company was established with one class of stock, common stock – 75,000,000 shares authorized at a par value of $0.001. On June 30, 2010, the authorized shares were increased to 90,000,000. In October 2012, the Company increased the authorized common shares to 200,000,000.
On March 27, 2011, the Company filed Form S-8 for the 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock. The Company issued 19,711,000 shares under this plan.
During April 2012, the Company issued 100,000 unregistered shares of the Company’s common stock to settle a notes payable and related accrued interest. These shares were valued at $0.109 per share or $10,935.
During July 2012, a director was issued 2,000,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.024 per share or $48,000.
During July 2012, three consultants were issued 3,250,000 unregistered shares of the Company’s common stock for sales, financing and investor/public relations compensation. These shares were valued at $0.024 per share or $78,000.
During July and September 2012, the Company issued 1,640,000 unregistered shares of the Company’s common stock, respectively, to settle a convertible note payable. These shares were valued at $0.0025 per share or $4,100.
During September 2012, a former director was issued 250,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.024 per share or $5,500.
During October 2012, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock as part of his employment contract dated July 1, 2012. These shares were valued at $0.015 per share or $225,000.
During October and November 2012, the Company issued 1,550,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to a consultant for legal compensation. These shares were valued at $0.0179 per share or $27,675.
During October 2012, the Company issued 1,708,334 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $15,375.
During November 2012, the Company issued 2,000,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to an employee for service to the Company. These shares were valued at $0.0125 per share or $25,000.
During November 2012, the Company issued 520,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to settle an accounts payable. These shares were valued at $0.012 per share or $6,300.
During November and December 2012, the Company issued 5,000,000 unregistered shares of the Company’s common stock to settle two convertible notes payable. These shares were valued at $0.0025 per share or $12,608.
During December 2012, the Company issued 399,011 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $3,566.
During December 2012, the Company issued 578,120 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $5,228.
During January 2013, a consultant was granted 1,500,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for website services. The shares were valued at $15,000 or $0.01 per share. The shares were issued on March 8, 2013.
F-10
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)
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During January 2013, a consultant was granted 2,000,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for legal services to the Company. The shares were valued at $26,000 or $0.013 per share. The shares were issued on March 8, 2013.
During January 2013 a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $0.013 per share.
During January 2013 a consultant was granted 500,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $0.012 per share. The shares were issued on April 23, 2013.
During January 2013, a consultant was granted 625,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $6,938 or $0.011 per share. The shares were issued on March 8, 2013.
During January 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $50,000 or $0.011 per share. The shares were issued on March 15, 2013.
During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share.
During February 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The Company issued 3,000,000 shares on April 23, 2013 and issued the remaining 1,500,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $56,700 or $0.0189 per share and the 1,500,000 shares were valued at $19,500 or $.013 per share for an aggregate of $76,200.
During March 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The Company issued 3,000,000 shares on April 22, 2013 and issued the remaining 1,500,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $69,000 or $0.023 per share and the 1,500,000 shares were valued at $19,500 or $.013 per share for an aggregate of $88,500.
On March 4, 2013, the Company filed a Form S-8 with the Security and Exchange Commission. The 2013 Stock Incentive Plan may issue up to 30,000,000 registered shares of the Company’s common stock for services to the Company. The Company granted 9,500,000 and 18,125,000 shares under this plan during the three and nine months ended September 30, 2013, respectively.
During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,091 including interest was converted into 441,576 unregistered shares of the Company’s common stock at $0.007 per share.
During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share. The shares were issued on April 3, 2013.
During April 2013, the Company issued 500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 to settle an accounts payable. These shares were valued at $0.0128 per share or $6,375.
During April 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $10,266 including interest was converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share.
F-11
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)
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During May 2013 a consultant was granted 100,000 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $0.0141 per share.
During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,175 including interest was converted into 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share.
During June 2013, a director was issued 2,500,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $0.015 per share or $37,500.
During June 2013, an employee was issued 3,500,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $0.015 per share or $52,500.
During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $0.015 per share or $37,500.
During June 2013, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011. These shares were valued at $0.015 per share or $225,000.
During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $0.015 per share or $37,500.
During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
During August 2013, a consultant was granted 7,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services and creating an infomercial for the Company. The shares were valued at $75,000 or $0.01 per share.
During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share.
During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
During September 2013, a third party purchased a $12,000 demand promissory note dated January 25, 2013 from one of the Company’s investors. According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.001 per share. The third party partially converted $6,000 of the demand promissory note into 6,000,000 unregistered shares of the Company’s common stock at $0.001 per share. In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying condensed consolidated statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price. The fair market value on the date of conversion was $0.0045 per share.
As of September 30, 2013, the Company has 174,768,593 shares of common stock issued and outstanding.
The Company has not issued any options or warrants to date.
F-12
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 4 - RELATED PARTY TRANSACTIONS
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The Company conducts business with another company owned by a former officer of the Company. The Company uses office space in the other company’s offices. This arrangement terminated on April 1, 2012. Rent expense was $599 for the nine months ended September 30, 2012.
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NOTE 5 - SHORT-TERM LOANS
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On January 25, 2013, the Company issued a $12,000 promissory note to an individual. The loan bears interest at 5% and is payable on demand. On September 24, 2013, the note was sold to a third party and the accrued interest was forgiven. According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.001 per share. The third party converted $6,000 of the note into 6,000,000 unregistered shares of the Company’s common stock for $.001 per share. In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying condensed consolidated statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price. The fair market value on the date of conversion was $0.0045 per share. The unpaid balance was $6,000 at September 30, 2013. This note is included as short - term loans - convertible on the condensed balance sheet.
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NOTE 6 - SHORT-TERM LOANS - RELATED PARTY
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On August 18, 2011, a related party advanced $1,500 to the Company. The advance is evidenced by a demand promissory note bearing interest at 5% per annum. The unpaid balance including accrued interest was $1,653 and $1,597 at September 30, 2013 and December 31, 2012, respectively. This note is included as short-term loans – related party on the condensed balance sheet.
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NOTE 7 - CONVERTIBLE NOTES PAYABLE
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On December 16, 2011, the Company was advanced $4,100 each from two unrelated parties. The advances are evidenced by two equal convertible promissory notes bearing interest at 5% per annum with a due date on December 31, 2012. In addition, at any time, the holders may convert the notes into shares of the Company’s common stock at an exercise price of $.0025 per share. During July and September 2012, one of the convertible notes was converted into 1,640,000 unregistered shares of the Company’s common stock at $0.0025 per share. During March 2013 the remaining $4,434, which includes accrued interest was converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $4,314 at December 31, 2012.
On April 20, 2012, the Company issued a $2,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of October 20, 2012. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share. After the due date, the interest rate on the convertible note increased to 15%. The unpaid balance including accrued interest was $2,922 and $2,641 at September 30, 2013 and December 31, 2012, respectively. The Company is not compliant with the repayment terms of the note.
On May 10, 2012, the Company issued a $2,600 convertible note to the Company’s CEO. The loan bears interest at 5% and has a maturity date of November 10, 2012. In addition, at any time, the Company’s CEO may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share. After the due date, the interest rate on the convertible note increases to 15%. During June 2013, the Company paid the principle balance of $2,600 to the Company’s CEO. The unpaid balance including accrued interest was $2,714 at December 31, 2012.
On July 18, 2012, the Company issued a $30,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of December 18, 2012. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During January and February 2013, $30,983 including accrued interest was converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $30,813 at December 31, 2012.
F-13
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
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On August 22, 2012, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of January 22, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During March 2013, $3,091 including accrued interest was converted into 441,576 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $3,056 at December 31, 2012.
On October 19, 2012, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of April 19, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During April 2013, $10,266 including accrued interest was converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $10,105 at December 31, 2012.
On November 23, 2012, the Company issued a $7,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of May 23, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During May 2013, $7,175 including accrued interest was converted into 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $7,037 at December 31, 2012.
On January 28, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to December 31, 2013 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share. During August 2013, $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share to satisfy the principle balance of the promissory note. The unpaid balance of accrued interest was $328 at September 30, 2013.
On January 30, 2013, the Company issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of July 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. During August 2013, $7,688 including accrued interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
On February 20, 2013, the Company issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 20, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. During September 2013, $7,688 including accrued interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
On February 26, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share. The unpaid balance including accrued interest was $12,865 at September 30, 2013.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $10,208 at September 30, 2013.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 10% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.01 per share. The unpaid balance including accrued interest was $10,417 at September 30, 2013.
On May 27, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of November 27, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $12,708 at September 30, 2013.
F-14
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
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On June 10, 2013, the Company issued a $6,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The unpaid balance including accrued interest was $6,595 at September 30, 2013. The Company is not compliant with the repayment terms of the note.
On June 10, 2013, the Company issued a $6,222 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The unpaid balance including accrued interest was $6,313 at September 30, 2013. The Company is not compliant with the repayment terms of the note.
On June 10, 2013, the Company issued a $6,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The unpaid balance including accrued interest was $6,595 at September 30, 2013. The Company is not compliant with the repayment terms of the note.
On June 18, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of December 18, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $12,682 at September 30, 2013.
On August 2, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of February 2, 2014. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $10,083 at September 30, 2013.
As of September 30, 2013, the total short-term loans - convertible amounted to $91,716 including $2,494 of accrued interest. The conversion price of the notes were fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note were not considered derivative liabilities. The beneficial conversion features of certain convertible notes are at a price below fair market value. The Company recorded interest income of $108,666 for the three months ended September 30, 2013 and interest expense of $73,185 for the three months ended September 30, 2012. The Company recorded interest income of $8,838 for the nine months ended September 30, 2013 and interest expense of $235,537 for the nine months ended September 30, 2012. The beneficial conversion feature was based on the fair market value of $0.0031 and $.023 per share of the Company’s common stock at September 30, 2013 and 2012, respectively.
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NOTE 8 - MAJOR CUSTOMERS
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The Company generated nominal sales during the three and nine months ended September 30, 2013 and no sales during the three and nine months ended September 30, 2012.
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NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY
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On June 15, 2012, Gilles Chaumillon resigned as President, Chief Executive Officer and Director of the Company. In addition, Mr. Chaumillon agreed to settle his outstanding debt, interest and account payable balances of $227,811 for $10,000 payable in ten equal monthly installments of $1,000 beginning July 2012. At June 30, 2012, the Company wrote-off the net amount of $217,811 as a conversion of accounts payable and notes payable to equity. At September 30, 2013, Mr. Chaumillon is owed $9,000.
F-15
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 10 - INTELLECTUAL PROPERTY
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On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics. The acquisition from Type2 Defense, a Texas based sole proprietorship was for the issuance of 20,000,000 shares of the Company’s common stock. The shares are valued at $200,000 or $0.01 per share based on the closing price of the Company’s common stock on September 26, 2011. The agreement also includes the issuance of 10,000,000 shares of the Company’s common stock upon achieving certain operational milestones and an additional 10,000,000 shares of Company’s common stock upon reaching 1,500 customers. On November 4, 2011, an advance of 600,000 shares of the Company’s common stock related to the reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors. The shares were valued at $0.013 per share or $6,600 and included as intellectual property on the accompanying condensed balance sheet. The issuance of 10,000,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 9,400,000 shares. During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement. On June 18, 2013, the Company issued 10,000,000 shares to the Company’s CEO for the Type2 Defense product meeting the operational milestones. The shares were valued at $0.015 per share or $150,000 and included as intellectual property on the accompanying condensed balance sheet. In addition, on June 18, 2013, an advance of 5,000,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to the Company’s CEO. The shares were valued at $0.015 per share or $75,000 and included as intellectual property on the accompanying condensed balance sheet. As of November 14, 2013 the agreement provisions for reaching 1,500 customers for 4,400,000 shares of the Company’s common stock has not been achieved.
All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $431,600. The Company has not amortized this value as they deem the value to have an infinite useful life.
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NOTE 11 - FAIR VALUE MEASUREMENTS
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The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’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. ASC 820 classifies these inputs into the following hierarchy:
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Level 1 inputs: Quoted prices for identical instruments in active markets.
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·
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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.
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Level 3 inputs: Instruments with primarily unobservable value drivers.
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F-16
BIO-SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
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NOTE 12 - COMMITMENTS AND CONTINGENCIES
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Agreements
During July 2013 the Company signed a marketing services agreement with a consultant to provide certain services to include (i) create and produce a 30-minute infomercial for the Product with the goal of developing product messaging and positioning that is integrated with corporate strategy and achievement of short and long term sales objectives: (ii) create and produce an abridged version of the infomercial for Internet marketing on social networks; (iii) create and develop a four color print advertisement targeting specific magazines; and (iv) provide media buying services for placement of the infomercial. In further accordance with the terms and provisions of the marketing services agreement. The Company shall pay the consultant a production fee, which shall consist of the issuance of an aggregate 15,000,000 shares of common stock of which 7,500,000 shares were issued to the consultant during August 2013. The remaining 7,500,000 shares shall be issued upon completion of the infomercial. As of November 14, 2013, these shares have not been issued to the consultant. All shares of common stock issued to the consultant shall be subject to a registration statement on Form S-8.
During July 2013, the Company signed a six month agreement with a consulting firm to provide investor relations services for the Company. The consulting firm was compensated with $5,000 and 2 million unregistered shares of the Company’s common stock. The common stock was value at $20,000 or $0.01 and amortized over the life of the agreement. As of November 14, 2013 these shares have not been issued to the consulting firm and are reflected as a liability for stock to be issued.
Legal matters
In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment, and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would not have a material adverse effect on the business or financial condition of the Company. Additionally, from time to time, the Company may pursue litigation against third parties to enforce or protect the Company’s rights under the Company’s trademarks, trade secrets and intellectual property rights generally.
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NOTE 13 - SUBSEQUENT EVENTS
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The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment to or disclosure in the condensed consolidated financial statements.
On November 7, 2013, the Company agreed to modify the terms of two $10,000 convertible promissory notes dated April 30, 2013. The conversion rate was reduced from $0.01 per share and $0.005 per share, respectively, to $0.0015 per share.
F-17
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, guarantee, 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 guarantee 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, 2012 together with notes thereto as previously filed with our Annual Report on Form 10-K on March 22, 2013. 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 September 30, 2013.
3
Background
Our Business
On March 27, 2007, Bio-Solutions Corp. (the “Company”) was incorporated in the State of Nevada.
The Company was 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 dioxide, shrimp flour, sodium selenite and fish oil. The Company is also the distributor of GreenEx ™ in Africa. GreenEx ™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of Malaria. GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants.
On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000. In addition the board approved a 1.20 to 1 stock split. All shares have been reflected retroactively in accordance with SAB Topic 14C.
On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics.
During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product. All inventories from the former products were written off as of October 1, 2011.
During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.
The Company elected to enter the development stage on October 1, 2011. The first production run of the Company’s Type 2 Defense product was completed during June 2013. On July 8, 2013 the Company announced our product was available for on-line sales on Amzon.com. On July 9, 2013, the Company announced our product was available for on-line sales from our www.Type2Defense.com website. The first sale was completed in July 2013. As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage. The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.
During June 2013, we completed our initial production run of approximately 1,800 cases of our Type2 Defense Product and launched our website. With the launch of our website, we began generating nominal sales during July 2013. Fulfillment will be handled by a third party fulfillment house. We are working on an infomercial that is scheduled for completion in November 2013. We will likely require additional working capital to fully implement our business plan for 2013. We have no commitment for additional funding.
Results of Operations
For the three months ended September 30, 2013 as compared to the three months ended September 30, 2012.
Revenues. We generated revenues of $224 for the three months ended September 30, 2013 compare to no revenues for the three months ended September 30, 2012. We hope to generate substantial revenues, continue operations and implement our business plan by December 31, 2013.
Gross Profit. For the three months ended September 30, 2013 we reported a $12,851 gross loss as a result of heavy sample shipments for marketing activities compared to no gross loss for the three months ended September 30, 2012.
4
Operating Expenses. For the three months ended September 30, 2013, we had total operating expenses of $220,208, as compared to total operating expenses of $208,965 for the three months ended September 30, 2012. The increase of $11,243 or 5% in operating expenses between the two periods is primarily due to an approximate $6,200 increase in stock based compensation for investor relations and an increase of approximately $5,000 in other general and administrative expenses. We expect our operating expense to increase as we market our product and revenues grow. We will continue to incur significant legal and accounting expenses related to being a public company.
Net Loss. For the three months ended September 30, 2013, after interest income of $107,492 and a $21,000 loss from conversion of debt, we had a net loss of $146,567 or $0.001 per share. In comparison, for the three months ended September 30, 2012, after interest expense of $73,975, we had a net loss of $282,940 or $0.004 per share. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.
For the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.
Revenues. We generated revenues of $224 for the nine months ended September 30, 2013 compare to no revenues for the nine months ended September 30, 2012. We hope to generate substantial revenues, continue operations and implement our business plan by December 31, 2013.
Gross Profit. For the nine months ended September 30, 2013 we reported a $12,851 gross loss as a result of heavy sample shipments for marketing activities compared to no gross loss for the nine months ended September 30, 2012.
Operating Expenses
For the nine months ended September 30, 2013, we had total operating expenses of $698,281 as compared to total operating expenses of $237,219 for the nine months ended September 30, 2012. The increase of $461,062 in operating expenses between the two periods is primarily due to an approximate $402,000 increase in professional fees paid for by the issuance of common stock, an approximate $46,000 increase for other professional fees and an approximate $13,000 increase in other general and administrative expense. We expect our operating expense to increase as we market our product and revenues grow. We will continue to incur significant legal and accounting expenses related to being a public company.
Net Loss. For the nine months ended September 30, 2013, after interest income of $5,235 and a $21,000 loss from conversion of debt, we had a net loss of $726,897 or $0.005 per share. In comparison, for the nine months ended September 30, 2012, after interest expense of $238,032, we had a net loss of $475,251 or $0.007 per share. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.
Liquidity and Capital Resources
As of September 30, 2013 our current assets totaled $33,132 consisting of $269 in cash and $27,904 of inventory for our initial production run of our Type 2 Defense product and prepaid expense of $4,959 for unused boxes of our Type 2 Defense product. Our other assets totaled $431,600 applicable to the Type 2 Defense intellectual property.
Our current liabilities were $242,449 as of September 30, 2013, which was represented by accounts payable and accrued expenses of $123,080, a liability for stock to be issued of 20,000, a short term loan of $6,000, a short term loan to a related party of $1,653 and convertible notes payable of $91,716.
We had no other liabilities and no long term commitments or contingencies as of September 30, 2013.
We had a working capital deficit of $209,317 at September 30, 2013. Unless we secure additional funding, of which there can be no assurance, we will not be able to satisfy our ongoing expenses.
On January 25, 2013, we issued a $12,000 promissory note to an individual. The loan bears interest at 5% and is payable on demand. On September 24, 2013, the note was sold to a third party. According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.001 per share.
On January 28, 2013, we issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to December 31, 2013 into shares of our common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share.
5
On January 30, 2013, we issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of July 30, 2013. In addition, at any time, the holder may convert the note into shares of our common stock at an exercise price of $.005 per share.
On February 20, 2013, we issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 20, 2013. In addition, at any time, the holder may convert the note into shares of our common stock at an exercise price of $.005 per share.
On February 26, 2013, we issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of our common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 10% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.01 per share. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.
On May 27, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of November 27, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.
On June 10, 2013, the Company issued a $6,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
On June 10, 2013, the Company issued a $6,222 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
On June 10, 2013, the Company issued a $6,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
On June 18, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of December 18, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.
On August 2, 2013, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of February 2, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.
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 guarantee 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.
6
Our Plan of Operation for the Next Twelve Months.
During June a third party co-packer produced approximately 1,800 boxes of our Type2 Defense product. Product sales commenced in early July from our website and third party websites including Amazon.com. The product will sell from $44.95 to $49.95 per box. Fulfillment will be handled by a third party fulfillment house. In November we will finalize our infomercial. We will most likely require additional working capital to fully implement our business plan for 2013 and 2014. We have no commitment for additional funding.
Our business strategy for the next six months will be to implement on-line sales of our Type2 Defense product, roll-out the infomercial and increase our marketing efforts.
At September 30, 2013 we had nominal cash which will not be sufficient to satisfy our working capital requirements for the next six months. We cannot forecast with any degree of certainty anticipated revenues or cash flow. Our forecasts and operations will involve risks and uncertainties which we are unable to predict and actual results could fail. We will require additional capital to continue operations. If we cannot secure additional capital or generate significant revenues we may cease operations in which case you will lose your investment.
We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer, directors and principal shareholders. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue or expand our operations may be significantly hindered. If adequate funds are not available, our officer, directors and principal shareholders may contribute capital to the Company in the form of debt financing or equity contributions. However, our officer, directors and principal shareholders are not committed to contribute funds to pay for our expenses.
Even assuming that we secure adequate financing, there can be no assurance that we will be profitable at any time in the future.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not applicable
7
Item 4. Controls and Procedures
Our management team, under the supervision and with the participation of our principal executive officer/principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, September 30, 2013. Based upon this review, these officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by our company in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The controls designed were adequate for financial disclosures required for the preparation of the 10-Q filing; however due to lack of resources in the company’s accounting department the controls were not operating effectively. The remediation plan for improving the effectiveness over financial disclosure controls, which caused the material weakness over financial disclosures required in the 10-Q, include the creation of a financial disclosures roll-forward model in accordance with the disclosures contained in the 10-Q report. This model will be maintained and updated by Company staff and management as new business transactions require additional financial disclosures. As the Company obtains additional resources these financial disclosures will be reviewed by an outside financial disclosure expert for completeness and accuracy earlier in the financial statement closing process cycle in order to help ensure completeness and accuracy for reporting financial disclosures.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended September 30, 2013 and through the current date we issued a total of 48,057,731 shares of our common stock.
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a)
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During January 2013 a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $0.013 per share.
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b)
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During January 2013 a consultant was granted 500,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $0.012 per share. The shares were issued on April 23, 2013.
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c)
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During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share.
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d)
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During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,091 including interest was converted into 441,576 unregistered shares of the Company’s common stock at $0.007 per share.
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e)
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During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share. The shares were issued on April 3, 2013.
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f)
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During April 2013, a convertible promissory note totaling $10,266 including interest was fully converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share.
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g)
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During May 2013 a consultant was granted 100,000 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $0.0141 per share.
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h)
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During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,175 including interest was converted into 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share.
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i)
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During June 2013, a director was issued 2,500,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $0.015 per share or $37,500.
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j)
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During June 2013, an employee was issued 3,500,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $0.015 per share or $52,500.
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k)
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During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $0.015 per share or $37,500.
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l)
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During June 2013, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011. These shares were valued at $0.015 per share or $225,000.
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m)
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During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $0.015 per share or $37,500.
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n)
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During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
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o)
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During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share.
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p)
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During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
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q)
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During September 2013, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $6,000 was converted into 6,000,000 unregistered shares of the Company’s common stock at $0.001 per share.
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With respect to the sales of all securities
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·
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the aggregate shares of common stock were issued to nine United States residents and a Canadian resident in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities;
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·
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the sale was made to a sophisticated or accredited investor, as defined in Rule 502;
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we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
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at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and
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neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.
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Use of Proceeds of Unregistered Securities.
There were no proceeds from the sales the Company’s unregistered common stock during the nine months September 30, 2013.
Penny Stock Regulation.
Shares of our common stock are and will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules; deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
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·
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a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws
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a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
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a toll-free telephone number for inquiries on disciplinary actions;
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definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
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Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:
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the bid and offer quotations for the penny stock;
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the compensation of the broker-dealer and its salesperson in the transaction:
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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monthly account statements showing the market value of each penny stock held in the customer’s account.
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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
10
Purchases of Equity Securities.
None during the period covered by this report.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosure
None
Item 5. Other information
None
11
Item 6. Exhibits
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31.1
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Certification of Principal Executive Officer/Principal Financial Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive Officer/Principal Financial Office, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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___________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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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.
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BIO-SOLUTIONS CORP.
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a Nevada corporation
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November 14, 2013
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By:
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/s/ William J. Gallagher
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William J. Gallagher
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Chief Executive Officer, Chief Financial Officer and a Director
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