10-Q 1 bisu_10q.htm FORM 10-Q bisu_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________

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: March 31, 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) 
_________________

Nevada
 
333-147917
 
90-0557171
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation or Organization)
 
File Number)
 
Identification No.)
 
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.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer o Smaller reporting company x

 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

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date:
 
outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding at May 6, 2013
Common stock, $0.001 par value
 
126,818,593
 


 
 

 
 
PART I
BIO-SOLUTIONS, INC.
FORM 10-Q
TABLE OF CONTENTS
 
     
Page
 
PART I - FINANCIAL INFORMATION
     
         
ITEM 1.
FINANCIAL STATEMENTS
     
         
 
Condensed Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012
    F-2  
           
 
Condensed Statements of Operations for the three months ended March 31, 2013 and 2012 and Development Stage from October 1, 2011 to March 31, 2013 (Unaudited)
    F-3  
           
 
Condensed Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and Development Stage from October 1, 2011 to March 31, 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
    6  
           
ITEM 4.
CONTROLS AND PROCEDURES
    7  
           
PART II - OTHER INFORMATION
       
           
ITEM 1.
LEGAL PROCEEDINGS
    8  
           
ITEM 2.
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
    8  
           
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
    9  
           
ITEM 4.
MINE SAFETY DISCLOSURE
    9  
           
ITEM 5.
OTHER INFORMATION
    9  
           
ITEM 6.
EXHIBITS
    10  
           
SIGNATURES
      11  
 
 
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 months ended March 31, 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
MARCH 31, 2013 (UNAUDITED) AND DECEMBER 31, 2012
IN US$
 
 
   
(UNAUDITED)
       
   
MARCH 31,
   
DECEMBER 31,
 
   
2013
   
2012
 
ASSETS
             
CURRENT ASSETS
           
Cash
  $ 2,774     $ 1,076  
Prepaid expenses
    40,714       -  
Total current assets     43,488       1,076  
                 
Other Asset
               
Intellectual Property
    206,600       206,600  
 
               
TOTAL ASSETS
  $ 250,088     $ 207,676  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 145,424     $ 123,199  
Liability for stock to be issued
    136,134       -  
Short - term loans
    12,100       -  
Short - term loans - related parties
    1,616       1,597  
Short - term loans - convertible
    63,168       60,680  
Total current liabilities     358,442       185,476  
                 
TOTAL LIABILITIES
    358,442       185,476  
                 
STOCKHOLDERS' EQUITY (DEFICIENCY)
               
Common stock, $0.001 par value, 200,000,000 shares authorized, 116,578,612 and 101,085,862 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
    116,579       101,086  
Additional paid in capital
    3,773,560       3,588,967  
Deferred compensation
    (244,944 )     (150,000 )
Accumulated deficit
    (2,873,925 )     (2,873,925 )
Deficit accumulated during the development stage
    (804,346 )     (568,650 )
Accumulated other comprehensive loss
    (75,278 )     (75,278 )
Total stockholders' equity (deficiency)     (108,354 )     22,200  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
  $ 250,088     $ 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 MONTHS ENDED MARCH 31, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH MARCH 31, 2013
 
   
THREE MONTHS
ENDED
MARCH 31,
2013
   
THREE MONTHS
ENDED
MARCH 31,
2012
   
DEVELOPMENT STAGE
PERIOD FROM
OCTOBER 1,
2011 to
MARCH 31,
2013
 
                   
REVENUE
  $ -     $ -     $ -  
                         
COST OF REVENUES
                       
Beginning inventory
    -       -       -  
Purchases/Write-off of obsolete inventory
    -       -       3,632  
Ending inventory
    -       -       -  
Total Cost of Revenues
    -       -       3,632  
                         
GROSS PROFIT (LOSS)
    -       -       (3,632 )
                         
OPERATING EXPENSES
                       
Professional fees
    183,261       5,680       620,543  
Amortization expense and impairment
    -       -       85,288  
General and administrative
    9,246       1,300       15,523  
Total Operating Expenses
    192,507       6,980       721,354  
                         
NET LOSS BEFORE OTHER EXPENSE
    (192,507 )     (6,980 )     (724,986 )
                         
OTHER EXPENSE
                       
Interest expense
    (43,189 )     (734 )     (79,360 )
Total other expense
    (43,189 )     (734 )     (79,360 )
                         
NET LOSS
  $ (235,696 )   $ (7,714 )   $ (804,346 )
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    108,771,254       67,190,397          
                         
NET LOSS PER SHARE
  $ (0.002 )   $ (0.0001 )        
                         
STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS
                       
                         
Net loss
  $ (235,696 )   $ (7,714 )   $ (804,346 )
Currency translation gains (losses)
    0       (6,514 )     (12,578 )
                         
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS
  $ (235,696 )   $ (14,228 )   $ (816,924 )
 
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 THREE MONTHS ENDED MARCH 31, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH MARCH 31, 2013
IN US$
 
   
THREE MONTHS
ENDED
MARCH 31,
2013
   
THREE MONTHS
ENDED
MARCH 31,
2012
   
DEVELOPMENT STAGE
PERIOD FROM
OCTOBER 1,
2011
THROUGH
MARCH 31,
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (235,696 )   $ (7,714 )   $ (804,346 )
                         
Adjustments to reconcile net loss
                       
to net cash used in operating activities:
                       
Impairment expense
    -       -       85,288  
Common stock issued for services
    160,694       -       513,063  
Beneficial Conversion Feature of Notes Payable
    42,074       -       76,370  
Change in assets and liabilities
                       
(Increase) decrease in prepaids
    (40,714 )     -       (40,714 )
Increase (decrease) in accounts payable and accrued expenses
    23,340       6,689       31,347  
Total adjustments
    185,394       6,689       665,354  
Net cash (used in) operating activities
    (50,302 )     (1,025 )     (138,992 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from short-term loans, net of repayments
    12,000       -       10,613  
Proceeds from short-term loans - related party, net of repayments
    -       -       4,867  
Proceeds from convertible notes payable, net of repayments
    40,000       16,006       116,850  
Net cash provided by financing activities
    52,000       16,006       132,330  
                         
Effect of foreign currency
    -       (33 )     5,507  
                         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    1,698       14,948       (1,155 )
 
                       
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    1,076       82       3,929  
 
                       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 2,774     $ 15,030     $ 2,774  
                         
NONCASH OPERATING AND INVESTING ACTIVITIES:
                       
Conversion of notes payable and accrued interest to common stock
  $ 34,074     $ -     $ 98,213  
Conversion of liability to common stock
  $ -     $ 41,500     $ 47,800  
Acquisition of intellectual property of Type2 Defense for common shares
  $ -     $ -     $ 6,600  
Conversion of accounts payable and notes payable to equity (Note 7)
  $ -     $ -     $ 291,559  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
 
The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 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. The Type 2 Defense product is currently under development with the initial shipment expected at the end of June 2013.

The Company has elected to enter the development stage on October 1, 2011 and expects to emerge from the development stage at the end of June 2013.

During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.

During February 2013, the Company began the first production run of the Type 2 Defense product. The Company expects the product will be completed in May 2013 with sales in June 2013.

 
F-5

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
Going Concern
 
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has generated losses totaling $3,678,271 since inception, of which $804,346 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 $600,000 capital infusion to continue operations through the end of 2013. 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.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage

The Company is considered to be in the development stage as defined in ASC 915, “Accounting and Reporting by Development Stage Enterprises”.

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 Company’s primary activities since October 1, 2011 have been performing business, strategic and financial planning, enhancing the Type2 Defense formula and securing capital for ongoing operations.

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.
 
 
F-6

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
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 months ended March 31, 2012, the Company recorded $6,514 in translation losses.
 
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.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Revenue Recognition
 
The Company currently has no revenue. Once the Company emerges from the development state and generates revenue from the sales of its products, the following criteria for recognition will be utilized:
 
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 March 31, 2013, the total shares issuable upon conversion of convertible notes payable would be 7,967,325 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 March 31, 2013, the Company had no inventory.
 
 
F-8

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards
 
In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.

In September 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all non-owner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.
 
In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount; performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Company’s results of operations, cash flows or financial position.
 
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.
 
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.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 3 - STOCKHOLDERS’ EQUITY

The Company was established with one class of stock, common stock – 75,000,000 shares authorized at a par value of $0.001. 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 4,070,000 and 15,641,000 shares under this plan during the year ended December 31, 2012 and 2011, respectively.
 
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.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)

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. These shares are reflected in the liability for common stock to be issued at March 31, 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 withheld the remaining 1,500,000 shares pending the consultant fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $56,700 or $0.0189 per share. These shares are reflected in the liability for common stock to be issued at March 31, 2013.

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 withheld the remaining 1,500,000 shares pending the consultant fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $69,000 or $0.023 per share. These shares are reflected in the liability for common stock to be issued at March 31, 2013.

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 14,625,000 shares under this plan during the three months ended March 31, 2013 and an additional 500,000 shares in April 2013.

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. These shares are reflected in the liability for common stock to be issued at March 31, 2013.

As of March 31, 2013, the Company has 116,578,612 shares of common stock issued and outstanding.
 
The Company has not issued any options or warrants to date.
 
 
F-11

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 4 - RELATED PARTY TRANSACTIONS
 
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 three months ended March 31, 2012.
 
NOTE 5 - SHORT-TERM LOANS
 
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. The unpaid balance including accrued interest was $12,100 at March 31, 2013. This noted is included as short-term loans on the condensed balance sheet.
 
NOTE 6 - SHORT-TERM LOANS - RELATED PARTY
 
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 $1,616 and $1,597 at March 31, 2013 and December 31, 2012, respectively. This noted is included as short-term loans – related party on the condensed balance sheet.
 
NOTE 7 - CONVERTIBLE NOTES PAYABLE
 
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 $2,735 and $2,641 at March 31, 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 CFO 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%. The unpaid balance including accrued interest was $2,812 and $2,714 at March 31, 2013 and December 31, 2012, respectively. The Company is not compliant with the repayment terms of the note.
 
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.
 
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, 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 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.
 
 
F-12

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)

NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

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 $10,230 and $10,105 at March 31, 2013 and December 31, 2012, respectively.

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. The unpaid balance including accrued interest was $7,125 and $7,037 at March 31, 2013 and December 31, 2012, respectively.

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. The unpaid balance including accrued interest was $12,604 at March 31, 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. The unpaid balance including accrued interest was $7,563 at March 31, 2013.

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. The unpaid balance including accrued interest was $7,547 at March 31, 2013.
 
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 $12,552 at March 31, 2013.

As of March 31, 2013, the total short-term loans - convertible amounted to $63,168 including $1,068 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 the convertible notes are at a price below fair market value. The Company recorded interest expense of $42,074 during the three months ended March 31, 2013, in the accompanying condensed statement of operations for the beneficial conversion feature based on the fair market value of $0.0159 per share of the Company’s common stock at March 31, 2013.
 
NOTE 8 - MAJOR CUSTOMERS
 
The Company generated no sales during the three months ended March 31, 2013, and 2012.
 
 
F-13

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY
 
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-of the net amount of $217,811 as a conversion of accounts payable and notes payable to equity. At March 31, 2013, Mr. Chaumillon is owed $9,000.
 
NOTE 10 - INTELLECTUAL PROPERTY
 
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. As of May 6, 2013, the agreement provisions for achieving operational milestones for 10,000,000 shares of the Company’s common stock and reaching 1,500 customers for 9,400,000 shares of the Company’s common stock have not been achieved.
 
All assets other than the intellectual property had a fair value of $0, with the intellectual property being valued at $206,600. The Company has not amortized this value as they deem the value to have an infinite useful life.
 
NOTE 11- FAIR VALUE MEASUREMENTS
 
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:
 
·  
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.
 
 
F-14

 
 
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012 (UNAUDITED)
 
NOTE 12 - SUBSEQUENT EVENTS
 
During April 2013, a consultant was issued 500,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for accounting and finance services to the Company. These shares were valued at $6,375 or $0.0128 per share.

During April 2013, a convertible promissory note totaling $10,265.76 including interest was fully converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share.
 
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.
 
 
F-15

 
 
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 March 31, 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 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. The Type 2 Defense product is currently under development with the initial shipment expected at the end of June 2013.

The Company has elected to enter the development stage on October 1, 2011 and expects to emerge from the development stage at the end of June 2013.

During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.

During February 2013, the Company began the first production run of the Type 2 Defense product. The Company expects the product will be completed in May 2013 with sales in June 2013. 

For the three months ended March 31, 2013 as compared to the three months ended March 31, 2012
 
We have finalized our formulations and are in the final stages of launching our website. With the launch of our website, we expect to generate sales by the fiscal quarter ended June 30, 2013. Fulfillment will be handled by a third party fulfillment house. 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

Revenues

We generated no revenues for the three months ended March 31, 2013 and 2012. We hope to generate substantial revenues, continue operations and implement our business plan by the end of December 31, 2013. For the three months ended March 31, 2013 and 2012, we had no gross profit.

 
4

 
 
Operating Expenses

For the three months ended March 31, 2013, we had total operating expenses of $192,507, as compared to total operating expenses of $6,980 for the three months ended March 31, 2012. The increase of $185,527 in operating expenses between the two periods is primarily due to an approximate $161,000 increase in professional fees paid for by the issuance of common stock, an approximate $17,000 increase for other professional fees and an approximate $8,000 increase in other general and administrative expenses. We expect we will continue to incur significant legal and accounting expenses related to being a public company.

Net Loss. For the three months ended March 31, 2013, after interest expense of $43,189, we had a net loss of $235,696 or $0.002 per share. In comparison, for the three months ended March 31, 2012, after interest expense of $734, we had a net loss of $7,714 or $0.0001 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 March 31, 2013 our current assets totaled $43,488 consisting of $2,774 in cash and $40,714 of pre-paid costs for our initial production run of the Type 2 Defense product. Our other assets totaled $206,600 applicable to the Type 2 Defense intellectual property.

Our current liabilities were $358,442 as of March 31, 2013, which was represented by accounts payable and accrued expenses of $145,424, liability for stock to be issued of 136,134, short term loans of $12,100, short terms loans to related parties of $1,616, and convertible notes payable of $63,168.

We had no other liabilities and no long term commitments or contingencies as of March 31, 2013.

We had a working capital deficit of $314,954 at March 31, 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 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.

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.

 
5

 
 
Plan of Operation

During 2013, we expect to expand our business with Type2 Defense product. The legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

Our auditors have questioned our ability to continue operations as a “going concern”. We hope to obtain significant revenues from future product sales. In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot 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.
 
Our Plan of Operation for the Next Nine Months.

We have finalized our formulations; production of our Type 2 production has commenced and we are in the final stages of launching our website. With the completion of our first production run in May 2013 and launch of our website, we expect to generate sales by the fiscal quarter ended June 30, 2013. Fulfillment will be handled by a third party fulfillment house. We will most likely require additional working capital to fully implement our business plan for 2013. We have no commitment for additional funding.

Our business strategy for the next nine months will be to implement on-line sales of our Type2 Defense product.

At March 31, 2013 we had nominal cash which will not be sufficient to satisfy our working capital requirements for the next nine 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.

There can be no assurance that we will be able to secure additional debt or equity financing and if available, will be offered on terms acceptable to the Company.

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
 
 
6

 

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, March 31, 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.
 
 
7

 
 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2013 and through the current date we issued a total of 7,367,750 shares during the three months ended March 31, 2013 and a further 3,239,981 shares to the current date of our common stock.

a)  
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.
b)  
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.
c)  
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.
d)  
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.
e)  
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.
f)  
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.

With respect to the sales of all securities

·  
the aggregate shares of common stock were issued to eight 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;
·  
the sale was made to a sophisticated or accredited investor, as defined in Rule 502;
·  
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;
·  
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
·  
neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.
 
Use of Proceeds of Unregistered Securities.

There were no proceeds from the sales the Company’s unregistered common stock during the three months March 31, 2013.
 
 
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Penny Stock Regulation.

Shares of our common stock are and will probably be subject to rules adopted 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:

·  
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·  
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
·  
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;
·  
a toll-free telephone number for inquiries on disciplinary actions;
·  
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·  
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.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·  
the bid and offer quotations for the penny stock;
·  
the compensation of the broker-dealer and its salesperson in the transaction:
·  
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
·  
monthly account statements showing the market value of each penny stock held in the customer’s account.

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.

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
 
 
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Item 6. Exhibits
 
31.1
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
   
32.1
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
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
___________
** 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.
 
 
  BIO-SOLUTIONS CORP.  
  a Nevada corporation  
       
May 6, 2013
By:
/s/ William J. Gallagher  
    William J. Gallagher  
    Chief Executive Officer, Chief Financial Officer and a Director  
 
 
 
 
 
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