-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OPEB0iTl3eEnFBId1kLPZR49/heHE6wWFu0AYo5UA9TV3jEMXl+XeW2bUu2uJkFI 7SPrrdYIZKeAPsKFu/waNg== 0001402973-08-000037.txt : 20080509 0001402973-08-000037.hdr.sgml : 20080509 20080508180925 ACCESSION NUMBER: 0001402973-08-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bio-Solutions Corp. CENTRAL INDEX KEY: 0001420108 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-147917 FILM NUMBER: 08815476 BUSINESS ADDRESS: STREET 1: 14517, JOSEPH MARC VERMETTE CITY: MIRABEL STATE: A8 ZIP: J7J 1X2 BUSINESS PHONE: 888-686-2611 MAIL ADDRESS: STREET 1: 14517, JOSEPH MARC VERMETTE CITY: MIRABEL STATE: A8 ZIP: J7J 1X2 10-Q 1 biosol_form10q-033108.htm BIO-SOLUTIONS CORP. FORM 10-Q FOR THE PERIOD ENDING MARCH 31, 2008 biosol_form10q-033108.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 

  x
 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

  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
98-0557171
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

14517, Joseph Marc Vermette, Mirabel (Québec), Canada J7J 1X2
(Address of principal executive offices)

(514) 686-2611
(Registrant’s telephone number including area code)
   

Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                    x Yes   o No

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o      (Do not check if a smaller reporting company)
 
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   x Yes   o No

APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date.  As of May 8, 2008, there were 9,286,500 shares of the issuer's $.001 par value common stock issued and outstanding.
 

 
1

 

 

 
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


 

BIO-SOLUTIONS CORP.
INDEX TO FINANCIAL STATEMENTS

 
  Financial Statements:   Page(s)  
  Balance Sheet as of March 31, 2008 and December 31, 2007 (audited)  
 3
 
  Statement of Operations and Accumulated Other Comprehensive Loss For the Three Months Ended March 31, 2008 and For the Period From March 27, 2007 (Inception) to March 31, 2007  
 4
 
  Statement of Cash Flows For the Three Months Ended March 31, 2008 and For the Period From March 27, 2007 (inception) to March 31, 2007  
 5
 
   Notes to Financial Statements  
 6 - 14
 
 


 
2

 
BIO-SOLUTIONS CORP.
BALANCE SHEETS
MARCH 31, 2008 AND DECEMBER 31, 2007 (AUDITED)


 
   
IN US$
 
ASSETS
           
         
AUDITED
 
   
MARCH 31,
   
DECEMBER 31,
 
   
2008
   
2007
 
CURRENT ASSETS
           
   Cash
  $ 2,323     $ 7,990  
   Accounts receivable
    -       2,522  
   Inventory
    64,000       68,936  
    Total current assets     66,323       79,448  
                 
TOTAL ASSETS
  $ 66,323     $ 79,448  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
   Accounts payable and accrued expenses
  $ 27,450     $ 14,281  
   Short - term loans
    53,713       -  
   Due to officer
    4,719       -  
    Total current liabilities     85,882       14,281  
                 
TOTAL LIABILITIES
    85,882       14,281  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
   Common stock, $0.001 par value, 75,000,000 shares authorized,
               
      9,286,500 shares issued and outstanding, respectively
    9,287       9,287  
   Additional paid in capital
    127,363       127,363  
   Accumulated deficit
    (148,189 )     (64,653 )
   Accumulated other comprehensive income (loss)
    (8,020 )     (6,830 )
    Total stockholders' equity (deficit)     (19,559 )     65,167  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 66,323     $ 79,448  
                 
 
 
 
  The accompanying notes are an integral part of these financial statements.

 
3

 
BIO-SOLUTIONS CORP.
STATEMENT OF OPERATIONS AND ACCCUMULATED OTHER COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND
THE PERIOD MARCH 27, 2007 (INCEPTION) THROUGH MARCH 31, 2007



   
IN US$
 
             
         
MARCH 27, 2007
 
   
THREE MONTHS
   
(INCEPTION)
 
   
ENDED
   
THROUGH
 
   
MARCH 31, 2008
   
MARCH 31, 2007
 
             
REVENUE
  $ 13,135     $ -  
                 
COST OF REVENUES
               
    Beginning inventory
    68,936       -  
    Purchases
    26,373       -  
    Ending inventory
    (64,000 )     -  
        Total Cost of Revenues
    31,309       -  
                 
GROSS LOSS
    (18,174 )     -  
                 
OPERATING EXPENSES
               
    Professional fees
    31,817       -  
    Accounting fees
    1,164       -  
    General and administrative
    32,158       -  
    Total operating expenses     65,139       -  
                 
NET (LOSS) BEFORE OTHER EXPENSE
               
    Interest expense
    (223 )     -  
    Total other expense     (223 )     -  
                 
                 
NET (LOSS)
  $ (83,536 )   $ -  
                 
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    9,286,500       -  
                 
NET (LOSS) PER SHARE
  $ (0.01 )   $ -  
                 
STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS
         
                 
Net loss
  $ (83,536 )   $ -  
Currency tranlation gains (losses)
    (1,190 )     -  
                 
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS
  $ (84,726 )   $ -  
                 
 
 
 
  The accompanying notes are an integral part of these financial statements.
 
 
4

 
BIO-SOLUTIONS CORP.
STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2008
THE PERIOD MARCH 27, 2007 (INCEPTION) THROUGH MARCH 31, 2007

 
 
   
IN US$
 
             
         
MARCH 27, 2007
 
   
THREE MONTHS
   
(INCEPTION)
 
   
ENDED
   
THROUGH
 
   
MARCH 31, 2008
   
MARCH 31, 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net (loss)
  $ (83,536 )   $ -  
                 
Adjustments to reconcile net (loss)
               
  to net cash used in operating activities:
               
                 
Change in assets and liabilities
               
    Decrease in accounts receivable
    2,488       -  
    Decrease in inventory
    2,787       -  
    Increase in accounts payable and accrued expenses
    13,181       -  
          Total adjustments
    18,456       -  
          Net cash (used in) operating activities
    (65,080 )     -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Issuance of stock for cash
    -       -  
   Short-term loans
    55,271       -  
   Advances from officers
    4,268       -  
          Net cash provided by financing activities
    59,539       -  
                 
Effect of foreign currency
    (126 )     -  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (5,667 )     -  
                 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    7,990       -  
                 
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 2,323     $ -  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
  Cash paid during the period for:
               
       Interest
  $ -     $ -  
       Income taxes
  $ -     $ -  
                 


 
  The accompanying notes are an integral part of these financial statements.
 
 
5

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


NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-QSB 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, 2007 10K-SB and audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 
On March 27, 2007, Bio-Solutions Corp. (the “Company”) was incorporated in the State of Nevada.
 
The Company is a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, soya grains treated at warm heat, shrimp flour, sodium aluminocilicate and fish oil.
 
The Company to date has conducted three clinical studies that have demonstrated the positive impact of Nutra-Animal (chicken) on growth, reinforcement of the immune system, as well as the ratio of net weight of flesh. The product has been approved for sale in Canada by the Canadian Food Inspection Agency under number 982676.
 
The Company’s supplier for the distinctive raw material used in the Nutra-Animal blend has worldwide exclusive rights.
 

 
6

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

NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
Going Concern
 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has generated losses in their initial year, and needs to raise additional funds to carry out their business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
 
In the opinion of management, the current funds raised to date will satisfy the working capital requirements for the next twelve months. Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officers and directors may need to contribute funds to sustain operations.
 

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Currency Translation
 
The Company operates in Canada, and certain accounts of the Company are reflected in currencies other than the U.S. dollar. The Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates for currencies in the Canadian dollar. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations. For the three months ended March 31, 2008 and the period from March 27, 2007 (inception) to March 31, 2007, the Company recorded approximately $1,190 and $0 in translation losses, respectively.
 

 
7

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

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Comprehensive Income (Loss)
 
The Company follows the provisions of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (FAS 130). FAS 130 governs the financial statement presentation of changes in stockholders’ equity (deficit) resulting from non-owner sources. Accumulated other comprehensive income(loss) as reported in the accompanying financial statements represent gains (losses) from foreign currency translation.

 
Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
 
The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.

Fixed Assets
 
Although the Company does not have any fixed assets at this point.  Any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred.
 
Recoverability of Long-Lived Assets
 
Although the Company does not have any long-lived assets at this point, for any long-lived assets acquired in the future the Company will review their recoverability on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 

Fair Value of Financial Instruments
 
The carrying amount reported in the balance sheet 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.
 

 




 
8

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


NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Income Taxes
 
The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
Revenue Recognition

The Company generates revenue from the sales of their products in accordance with Staff Accounting Bulletin 101. The criteria for recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectable is reasonably assured.

 
The Company’s revenues are generated through the manufacturing of their products. The Company ships their product to their suppliers. It is policy that the Company recognizes revenues upon placement of the purchase order. This is the time when the criteria established above has been determined to have been met. The Company primarily ships product the same day as the purchase order is received. The customer typically pays for product within a 30 day period; therefore management has determined no allowance is required as of March 31, 2008 and December 31, 2007, respectively. The right of return does exist for a small period subsequent to sale.  However, their have been no refunds since inception.
 

(Loss) Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.



 
9

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

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
(Loss) Per Share of Common Stock (CONTINUED)

The following is a reconciliation of the computation for basic and diluted EPS:


   
March 31,
   
March 31,
 
   
2008
   
2007
 
             
Net loss
  $ (83,536 )   $ -  
                 
Weighted-average common shares
               
   outstanding (Basic)
    9,286,500       -  
                 
Weighted-average common stock
               
Equivalents
               
     Stock options
    -       -  
     Warrants
    -       -  
                 
Weighted-average common shares
               
   outstanding (Diluted)
    9,286,500       -  

Inventory
 
Inventory is stated at the lower of cost (FIFO:  first-in, first-out) or market, and includes raw materials and finished goods.  The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of March 31, 2008, inventory of $64,000 includes $61,428 of raw materials with the balance being finished goods.
 

 
Uncertainty in Income Taxes
 
In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes.” This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Management has adopted FIN 48 for 2007, and they evaluate their tax positions on an annual basis, and has determined that as of March 31, 2008, no additional accrual for income taxes is necessary.

 

 
10

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


NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards
 
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of SFAS 157 is not expected to have a material impact on the financial statements.

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
 
 In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of SFAS No. 160 will have on the Company’s consolidated financial position, results of operations or cash flows.


 
11

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


NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 
In December 2007, the FASB issued SFAS 141R, Business Combinations (“SFAS 141R”), which replaces FASB SFAS 141, Business Combinations.  This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.  This compares to the cost allocation method previously required by SFAS No. 141.  SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption of this standard is not permitted and the standards are to be applied prospectively only.  Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of SFAS No. 141R is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

 
In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of Share Options” (“SAB 110”).  SAB 110 expresses the current view of the staff that it will accept a company’s election to use the simplified method discussed in Staff Accounting Bulletin 107, Share Based Payment, (“SAB 107”), for estimating the expected term of “plain vanilla” share options regardless of whether the company has sufficient information to make more refined estimates.  SAB 110 became effective for the Company on January 1, 2008.  The adoption of SAB 110 is not expected to have a material impact on the Company’s financial position.
 
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the consolidated financial statements upon adoption.

 
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.
 

 
12

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

NOTE 3-
STOCKHOLDERS’ EQUITY (CONTINUED)
 
Between June and October 2007 the Company issued 9,286,500 shares of common stock in a private placement for $136,650.  The Company has not issued any options or warrants to date.
 
NOTE 4-
RELATED PARTY TRANSACTIONS
 
The Company conducts business with another company owned by the President of the Company. The Company purchases goods and uses office space in the other company’s offices. The Company is currently not being charged rent. For the three months ended March 31, 2008 and the period March 27, 2007 through March 31, 2007, the Company paid $28,861 and $0, respectively in inventory and other expenses to this company. Approximately $439 is owed to this company at March 31, 2008 which is included in accounts and accrued expenses payable.
 
The Company was advanced $4,719 from officers during the three months ended March 31, 2008. These amounts are short-term in nature as they are due on demand, and the Company has not been charged interest. The Company anticipates repayment of these advances within the next twelve months.
 
NOTE 5-
SHORT-TERM LOANS
 
The Company was advanced $53,713 from eleven (11) individuals for $5,000 (CD$) each  during the three months ended March 31, 2008. These amounts are short-term in nature as they are due on demand, and the Company has accrued interest at 5% per annum. Interest expense for the three months ended March 31, 2008 and accrued for at March 31, 2008 is $223.
 

 
NOTE 6-
MAJOR CUSTOMERS
 
All of the Company’s revenue was generated by four customers that were all considered to be major customers. A major customer is one that represents at least 10% of the Company’s revenue.
 

 
13

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

NOTE 7-
PROVISION FOR INCOME TAXES
 
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
As of March 31, 2008, there is no provision for income taxes, current or deferred.
 


Net operating losses
  $ 50,384    
Valuation allowance
    (50,384 )  
           
    $ -    

At March 31, 2008, the Company had a net operating loss carry forward in the amount of $148,189, available to offset future taxable income through 2028.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
 
A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the three months ended March 31, 2008 and the period March 27, 2007 (inception) through March 31, 2007 is summarized below.
 
     
 
2008
2007
Federal statutory rate
(34.0)%
(34.0)%
State income taxes, net of federal benefits
0.0
0.0
Valuation allowance
34.0
34.0
 
0%
0%

 
 
14

 


 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the period from March 27, 2007 (inception) to December 31, 2007, together with notes thereto as previously filed with our Annual Report on Form 10-KSB.  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, 2008.

We are a manufacturer of a premix product for the poultry industry called Nutra-Animal. Nutra-Animal is an anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, soya grains treated at warm heat, shrimp flour, sodium aluminocilicate and fish oil. We have conducted studies that we believe demonstrate the positive impact of Nutra-Animal on growth, reinforcement of the immune system, as well as the ratio of net weight of flesh. We plan to expand the chicken feed product line in the next twelve months. We also plan to conduct additional tests to improve and adjust our products for the different types of poultry. We hope to conduct studies on pigs during 2008 and on calves beginning in 2009.

Liquidity and Capital Resources.  We had cash of $2,323 and inventory of $64,000 as of March 31, 2008, which equals our total current assets of $66,323 as of that date. Our total assets as of March 31, 2008 were also $66,323.

Our current liabilities were $85,882 as of March 31, 2008, which was represented by accounts payable and accrued expenses of $27,450, short term loans of $53,715, and $4,719 due to an officer.  These loans are short-term in nature as they are due on demand and accrue interest at 5% per annum. We had no other liabilities and no long term commitments or contingencies as of March 31, 2008.

From June to September 2007, we issued 1,286,500 shares of our common stock for $0.10 per share. The gross proceeds to us were $128,650. We have used a significant portion of those proceeds for professional fees related to the audit of our financial statements and the preparation of our Registration Statement on Form SB-2. We intend to use the balance of those proceeds for working capital.

During 2008, we expect that the legal and accounting costs of being a public company will continue to impact our liquidity and we may 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.

For the three months ended March 31, 2008 as compared to the period from inception on March 27, 2007 to March 31, 2007.

Results of Operations. 

Revenues. We had net revenues of $13,135 for the three months ended March 31, 2008, and no revenues for the period from inception on March 27, 2007 to March 31, 2007.  We hope to generate greater revenues as continue operations and implement our business plan.   For the three months ended March 31, 2008, we had $31,309 in total cost of revenues. This is comprised of $68,936 in beginning inventory, $26,373 in purchases less $64,000 in ending inventory.  This in comparison to the period from our inception on March 27, 2007 to March 31, 2007, where we had no revenue or costs due to the brevity of the period.

Operating Expenses.  For the three months ended March 31, 2008, we had total operating expenses of $65,139. This included professional expenses of $31,817, accounting fees of $1,164 and general and administrative expenses of $32,158. The professional and consulting fees are comprised of legal, accounting and consulting expenses related to becoming a public company. We expect that we will continue to incur significant legal and accounting expenses related to being a public company.  This is in comparison to the period from March 27, 2007 (inception) through March 31, 2007, where we had no expenses due to the brevity of the period.

Net Income or Loss.   For the three months ended March 31, 2008, and after interest expense of $223, we had a net loss of $83,536, with a net loss per share of $0.01.  In comparison, for the period from March 27, 2007 (inception) through March 31, 2007, where we had no income or loss due to the brevity of the period. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.
 
 
15

 
Our Plan of Operation for the Next Twelve Months.  To effectuate our business plan during the next twelve months, our main focus is to secure intellectual property on existing products as well as seeking rights on complementary products With the second phase of tests being presently conducted by one of the major chicken integrator in the United States, the first phase having been successful, we should be able to start selling our product in the United States in the second half of 2008. We are currently pursuing additional accounts by researching and contacting medium to large size integrators to convince them to conduct in house tests on our products. We are developing new updated sales and marketing materials including brochures describing the products that we provide so that we can provide a professional appearance to potential clients.

During the next three to six months, our primary objective is to build our intellectual property to better our positioning in the market. In addition, we need to increase our client base so we can generate revenues to support our operations. We need to obtain additional clients as four customers account for approximately 86% of our revenues. If we were to lose any of those customers, we would lose a significant portion of our revenues. During the next six to twelve months, we hope to expand our operations, based on the successful testing by prospective clients.

We had cash of $2,323 as of March 31, 2008. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Besides generating revenue from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably. Other than anticipated increases in the legal and accounting costs of becoming a public company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers, directors and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all.  If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers, directors and principal shareholders are not committed to contribute funds to pay for our expenses.

We are not currently conducting any research and development activities, although we anticipate we may conduct such activities in the next twelve months. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Because we have limited operations and assets, we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we have checked the box on the cover page of this report that specifies we are a shell company.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Not applicable.
 
Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of March 31, 2008, the date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective.

Item 4(T). Controls and Procedures.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
16

 
PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits

 
 
 
32. Section 1350 Certifications.
 

 
17

 

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
Bio-Solutions Corp.,
a Nevada corporation
 
       
       
       
May 8, 2008
By:
 /s/ Roger Corriveau  
    Roger Corriveau  
  Its:  Principal Executive Officer,  
    President and a Director   

       
May 8, 2008
By:
 /s/ Gilbert Pomerleau  
    Gilbert Pomerleau  
  Its:   Principal Accounting Officer,  
    Chief Financial Officer  
 
       
May 8, 2008
By:
 /s/ Ghislaine St-Hilaire  
    Ghislaine St-Hilaire  
  Its:   Vice-president, secretary, director  
       

 
18

EX-31.1 2 exhibit_31-1.htm SECTION 302 CERTIFICATION OF CEO exhibit_31-1.htm


Exhibit 31.1
 
 
Rule 13a-14(a)/15d-14(a) Certifications.
 
I, Roger Corriveau, certify that:












Date: May 8, 2008
 
   /s/Roger Corriveau      
Roger Corriveau
Chief Executive Officer
 
 
 

EX-31.2 3 exhibit_31-2.htm SECTION 302 CERTIFICATION OF CFO exhibit_31-2.htm


Exhibit 31.2
 
 
Rule 13a-14(a)/15d-14(a) Certifications.
 
 
I, Gilbert Pomerleau, certify that:
 
1.  
I have reviewed this quarterly report on Form 10-Q of Bio-Solutions Corp.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 8, 2008
 
   /s/ Gilbert Pomerleau   
Gilbert Pomerleau
Chief Financial Officer
 
 
 

EX-32.1 4 exhibit_32-1.htm SECTION 906 CERTIFICATION OF CEO exhibit_32-1.htm
 


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bio-Solutions Corp. a Nevada corporation (the "Company") on Form 10-Q for the period ending March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Roger Corriveau, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Bio-Solutions Corp., and will be retained by Bio-Solutions Corp. and furnished to the Securities and Exchange Commission or its staff upon request.



   /s/ Roger Corriveau   
Roger Corriveau
Chief Executive Officer
May 8, 2008
 
 
 

EX-32.2 5 exhibit_32-2.htm SECTION 906 CERTIFICATION OF CFO exhibit_32-2.htm


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bio-Solutions Corp. a Nevada corporation (the "Company") on Form 10-Q for the period ending March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Gilbert Pomerleau, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Bio-Solutions Corp., and will be retained by Bio-Solutions Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


   /s/ Gilbert Pomerleau   
Gilbert Pomerleau
Chief Financial Officer
May 8, 2008
 
 
 

-----END PRIVACY-ENHANCED MESSAGE-----