Glucose Health, Inc. - Quarter Report: 2014 June (Form 10-Q)

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BIO-SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-147917		98-0557171
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Class		Outstanding at August 12, 2014
Common stock, $0.001 par value		28,804,763

 

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			Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		F-1
	Condensed Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013			F-2
	Condensed Statements of Operations for the three and six months ended June 30, 2014 and 2013 (Unaudited)			F-3
	Condensed Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (Unaudited)			F-4
	Notes to Condensed Financial Statements (Unaudited)			F-5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION			3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			9
ITEM 4.	CONTROLS AND PROCEDURES			10
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS			11
ITEM 2.	UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS			11
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES			12
ITEM 4.	MINE SAFETY DISCLOSURE			12
ITEM 5.	OTHER INFORMATION			12
ITEM 6.	EXHIBITS			13
SIGNATURES				14

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The unaudited condensed financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed 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, 2013 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.

BIO-SOLUTIONS CORP.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

		As
		Previously				Correct
Quarter ended June 30, 2012		Reported				Amount				Adjustment
Beneficial Conversion Interest Expense			162,356				35,156				(127,200	)
Discount on Notes Payable			-				19,171				19,171
Additional paid in capital			(162,356	)			(54,327	)			108,029
Quarter ended September 30, 2012
Beneficial Conversion Interest Expense			73,182				31,191				(41,991	)
Discount on Notes Payable			-				1,809				1,809
Additional paid in capital			(73,182	)			(33,000	)			40,182
Quarter ended December 31, 2012
Beneficial Conversion Interest Expense			(201,242	)			26,221				227,463
Discount on Notes Payable			-				(10,721	)			(10,721	)
Additional paid in capital			201,242				(15,500	)			(216,742	)
Year ended December 31, 2012
Beneficial Conversion Interest Expense			34,296				92,569				58,273
Discount on Notes Payable			-				10,258				10,258
Additional paid in capital			(34,296	)			(102,827	)			(68,531	)
Quarter ended March 31, 2013
Beneficial Conversion Interest Expense			42,074				22,638				(19,436	)
Discount on Notes Payable			-				2,575				2,575
Additional paid in capital			(42,074	)			(25,213	)			16,861
Quarter ended June 30, 2013
Stock Based Compensation			-				231,600				231,600
Beneficial Conversion Interest Expense			57,754				19,615				(38,139	)
Intellectual property			231,600				-				(231,600	)
Discount on Notes Payable			-				27,578				27,578
Additional paid in capital			(57,754	)			(47,193	)			10,561
Quarter ended September 30, 2013
Beneficial Conversion Interest Expense			(108,666	)			31,903				140,569
Discount on Notes Payable			-				(21,903	)			(21,903	)
Additional paid in capital			108,666				(10,000	)			(118,666	)

 

		As
		Previously				Corrected
		Reported				Amount				Adjustment
Quarter ended December 31, 2013
Stock Based Compensation			-				231,600				231,600
Beneficial Conversion Interest Expense			-				141,267				141,267
Intellectual property			-				(231,600	)			(231,600	)
Discount on Notes Payable			-				18,508				18,508
Additional paid in capital			-				(159,775	)			(159,775	)
Year ended December 31, 2013
Stock Based Compensation			-				231,600				231,600
Beneficial Conversion Interest Expense			(8,838	)			141,267				150,105
Intellectual property			231,600				-				(231,600	)
Discount on Notes Payable			-				18,508				18,508
Additional paid in capital			8,838				(159,775	)			(168,613	)

		As
		Previously
Quarter ended June 30, 2012		Reported				Adjustment				As Revised
Interest (expense) income			(163,323	)			127,200				(36,123	)
Net loss			(184,597	)			127,200				(57,397	)
Short - term loan - convertible			47,150				(19,171	)			27,979
Total liabilities			179,490				(19,171	)			160,319
Additional paid in capital			3,292,105				(108,029	)			3,184,076
Accumulated deficit during development stage			(361,883	)			127,200				(234,683	)
Total stockholders' equity			54,330				19,171				73,501
Quarter ended September 30, 2012
Interest (expense) income			(73,975	)			41,991				(31,985	)
Net loss			(282,940	)			41,991				(240,950	)
Short - term loan - convertible			79,717				(20,979	)			58,738
Total liabilities			457,889				(20,979	)			436,910
Additional paid in capital			3,496,212				(148,211	)			3,348,001
Accumulated deficit during development stage			(657,323	)			169,190				(488,133	)
Total stockholders' equity			(224,012	)			20,979				(203,033	)

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

		As
		Previously
		Reported				Adjustment				As Revised
Year ended December 31, 2012
Interest (expense) income			(37,655	)			(58,273	)			(95,928	)
Net loss			(399,078	)			(58,273	)			(457,351	)
Short - term loan - convertible			60,680				(10,258	)			50,422
Total liabilities			185,476				(10,258	)			175,218
Additional paid in capital			3,588,967				68,531				3,657,498
Accumulated deficit during development stage			(568,650	)			(58,273	)			(626,923	)
Total stockholders' equity			22,200				10,258				32,458
Quarter ended March 31, 2013
Interest (expense) income			(43,189	)			19,436				(23,753	)
Net loss			(235,696	)			19,436				(216,260	)
Short - term loan - convertible			63,168				(12,833	)			50,335
Total liabilities			358,442				(12,833	)			345,609
Additional paid in capital			3,773,560				51,670				3,825,230
Accumulated deficit during development stage			(804,346	)			(38,837	)			(843,183	)
Total stockholders' deficiency			(108,354	)			12,833				(95,521	)
Quarter ended June 30, 2013
Operating Expense			285,566				231,600				517,166
Net loss before other expense			(285,566	)			(231,600	)			(517,166	)
Interest (expense) income			(59,068	)			38,139				(20,929	)
Net loss			(344,634	)			(193,461	)			(538,095	)
Intellectual property			431,600				(231,600	)			200,000
Total Assets			492,016				(231,600	)			260,416
Short - term loan - convertible			108,494				(40,411	)			68,083
Total liabilities			234,699				(40,411	)			194,288
Additional paid in capital			4,381,309				41,109				4,422,418
Accumulated deficit during development stage			(1,148,980	)			(232,298	)			(1,381,278	)
Total stockholders' equity			257,317				(191,189	)			66,128
Total liabilities and stockholders' equity			492,016				(231,600	)			260,416
Quarter ended September 30, 2013
Interest (expense) income			107,492				(140,569	)			(33,077	)
Total other (expense) Income			86,492				(140,569	)			(54,077	)
Net loss			(146,567	)			(140,569	)			(287,136	)
Intellectual property			431,600				(231,600	)			200,000
Total Assets			464,732				(231,600	)			233,132
Short - term loan - convertible			91,716				(18,508	)			73,208
Total liabilities			242,449				(18,508	)			223,941
Additional paid in capital			4,384,693				159,775				4,544,468
Accumulated deficit during development stage			(1,295,547	)			(372,867	)			(1,668,414	)
Total stockholders' equity			222,283				(213,092	)			9,191
Total liabilities and stockholders' equity			464,732				(231,600	)			233,132

 

BIO-SOLUTIONS CORP.

BIO-SOLUTIONS CORP.

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill.

 

BIO-SOLUTIONS CORP.

1)	Persuasive evidence of an arrangement exists;

2)	delivery has occurred or services have been rendered;

3)	the seller’s price to the buyer is fixed or determinable, and

4)	collectable is reasonably assured.

BIO-SOLUTIONS CORP.

 

 

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 153,750 unregistered shares of the Company’s common stock at $0.05 per share.

 

On April 7, 2014, the Company terminated the Marketing Services Agreement Dated July 24, 2013 between the Company and Damon R Devitt to produce an infomercial for the Type2Defense product. The Company acknowledges that the infomercial stated in the Marketing Services Agreement dated July 24, 2013 has been completed, but the Company does not desire to complete a media placement using the infomercial or use this infomercial for any benefit to the Company. The Company has resolved to move in a different direction for marketing the Type2Defense product. In addition, the Company acknowledges it owes Mr. Devitt 7,500,000 S-8 shares for completing the infomercial, which must be adjusted for the Company’s 1 for 10 reverse split declared effective on February 26, 2014. Thus, the Company issued 750,000 S-8 shares (7,500,000 / 10) to Mr. Devitt at $.0151 per share on April 15, 2014.

 

 

 

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 $0.07 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. During April 2013, $10,266 including accrued interest was converted into 146,654 unregistered shares of the Company’s common stock at $0.07 per share to fully satisfy the promissory note.

 

BIO-SOLUTIONS CORP.

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 $0.05 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $0.05 per share and to $0.015 per share. During November 2013, $10,750 including accrued interest was converted into 716,667 unregistered shares of the Company’s common stock at $0.015 per share to fully satisfy the promissory note.

BIO-SOLUTIONS CORP.

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 Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. During March 2014, $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share. The unpaid balance including accrued interest was $9,627 and $12,839 at June 30, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note and currently in default.

On June 23, 2014, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of December 23, 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 $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The individual contributed $5,000 in June 2014 and $5,000 in July 2014. The unpaid balance was $5,000 at June 30, 2014.

·	Level 1 inputs: Quoted prices for identical instruments in active markets.
·	Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

·	Level 3 inputs: Instruments with primarily unobservable value drivers.

 

 

 

1)	Persuasive evidence of an arrangement exists;

2)	delivery has occurred or services have been rendered;

3)	the seller’s price to the buyer is fixed or determinable, and

4)	collectable is reasonably assured.