Glucose Health, Inc. 10-Q

10-Q 1 bisu10q930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-Q _________________ þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012 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 o No þ 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 þ 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 þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ 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 November 14, 2012 Common stock, $0.001 par value 91,703,731 PART I BIO-SOLUTIONS, INC. FORM 10-Q TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011 (Audited) F-2 Consolidated Statements of Operations for the three and Nine months ended September30, 2012 and 2011 and Development Stage from October 1, 2011 to September 30, 2012 (Unaudited) F-3 Consolidated Statements of Cash Flows for the Nine months ended September 30, 2012 and 2011 and Development Stage from October 1, 2011 to September 30, 2012 (Unaudited) F-4 Notes to Consolidated Financial Statements (Unaudited) F-5 ITEM 1A. RISK FACTORS 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 3 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5 ITEM 4. CONTROLS AND PROCEDURES 6 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 6 ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 7 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7 ITEM 4. MINE SAFETY DISCLOSURE 7 ITEM 5. OTHER INFORMATION 7 ITEM 6. EXHIBITS 7 SIGNATURES 8 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated 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 nine months ended September 30, 2012 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, 2011 filed with the Securities and Exchange Commission on May 31, 2012. F-1 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS SEPTEMBER 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011 IN US $ SEPTEMBER 30, DECEMBER 31, ASSETS 2012 2011 ( unaudited) CURRENT ASSETS Cash $ 277 $ 82 Inventory — — Prepaid expenses 27,000 27,000 Total current assets 27,277 27,082 Other Asset Intellectual Property 206,600 206,600 TOTAL ASSETS $ 233,877 $ 233,682 LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable and accrued expenses $ 151,594 $ 296,429 Liability for stock to be issued 225,000 41,500 Short - term loans — 19,666 Short - term loans - related parties 1,578 49,158 Short - term loans – convertible 79,717 8,200 Due to officer — 4,751 Total current liabilities 457,889 419,704 TOTAL LIABILITIES 457,889 419,704 STOCKHOLDERS' DEFICIENCY Common stock, $0.001 par value, 90,000,000 shares authorized, 74,330,397 and 65,440,397 shares issued and outstanding as of September 30, 2012 and December 31, 2010, respectively 74,330 65,440 Additional paid in capital 3,496,212 2,861,253 Deferred Compensation (187,500 ) — Accumulated deficit (2,873,925 ) (2,873,925 ) Deficit accumulated during the development stage (657,323 ) (169,572 ) Accumulated other comprehensive loss (75,806 ) (69,218 ) Total stockholders' deficiency (224,012 ) (186,022 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 233,877 $ 233,682 The accompanying notes are an integral part of these financial statements. F-2 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012 IN US$ DEVELOPMENT STAGE PERIOD FROM THREE MONTHS ENDED NINE MONTHS ENDED OCTOBER 1, 2011 to SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2012 2011 2012 2011 2012 REVENUE $ — $ — $ — $ — $ — COST OF REVENUES Beginning inventory — 90,516 — 87,758 — Purchases/Write-off of obsolete inventory — (8,118 ) — (8,118 ) 3,632 Ending inventory — (83,272 ) — (83,272 ) — Total Cost of Revenues — (874 ) — (3,632 ) 3,632 GROSS PROFIT (LOSS) — 874 — 3,632 (3,632 ) OPERATING EXPENSES Professional fees and wages 208,333 156,955 232,098 707,229 313,724 Amortization expense and impairment — — — — 85,288 General and administrative 632 4,335 5,121 14,159 5,631 Total Operating Expenses 208,965 161,290 237,219 721,388 404,643 NET LOSS BEFORE OTHER EXPENSE (208,965 ) (160,416 ) (237,219 ) (717,756 ) (408,275 ) OTHER EXPENSE Interest expense (73,975 ) (1,321 ) (238,032 ) (11,858 ) (236,548 ) Total other expense (73,975 ) (1,321 ) (238,032 ) (11,858 ) (236,548 ) NET LOSS $ (282,940 ) $ (161,737 ) $ (475,251 ) $ (729,614 ) $ (644,823 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 73,773,114 32,545,123 69,400,652 26,286,025 NET LOSS PER SHARE $ (0.004 ) $ (0.005 ) $ (0.007 ) $ (0.03 ) STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS Net loss $ (282,940 ) $ (161,737 ) $ (475,251 ) $ (729,614 ) $ (644,823 ) Currency translation gains (losses) (6,649 ) 23,274 (6,588 ) 5,319 (13,106 ) TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS $ (289,589 ) $ (138,463 ) $ (481,839 ) $ (724,295 ) $ (657,929 ) The accompanying notes are an integral part of these financial statements. F-3 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOW (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012 IN US$ DEVELOPMENT STAGE NINE MONTHS ENDED SEPTEMBER 30, PERIOD FROM OCTOBER 1, 2011 TO 2012 2011 SEPTEMBER 30, 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (475,251 ) $ (729,614 ) $ (644,823 ) Adjustments to reconcile net loss to net cash used in operating activities: Impairment expense — — 85,288 Common stock issued for services 169,000 607,817 262,194 Beneficial Conversion Feature of Notes Payable 235,538 — 235,538 Change in assets and liabilities Increase (decrease) in accounts payable and accrued expenses 4,034 103,493 (9,875 ) Total adjustments 408,572 711,310 573,145 Net cash (used in) operating activities (66,679 ) (18,304 ) (71,678 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of stock for cash — 11,480 — Proceeds from short-term loans, net of repayments — 9,950 (1,387 ) Proceeds from short-term loans - related party, net of repayments — — 4,867 Proceeds from convertible notes payable, net of repayments 61,600 (2,386 ) 59,850 Net cash provided by financing activities 61,600 19,044 63,330 Effect of foreign currency 5,274 3,156 4,696 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 195 3,896 (3,652 ) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 82 33 3,929 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 277 $ 3,929 $ 277 NONCASH OPERATING AND INVESTING ACTIVITIES: Conversion of notes payable and accrued interest to common stock $ 14,100 $ 278,588 $ 23,961 Conversion of liability to common stock $ 41,500 $ 142,429 $ 41,500 Acquisition of intellectual property of Type2 Defense for common shares $ — $ 200,000 $ 6,600 Conversion of accounts payable and notes payable to equity (Note 7) $ 217,811 $ — $ 291,559 The accompanying notes are an integral part of these financial statements. F-4 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (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, 2011 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 September 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 during the quarter ending December 31, 2012. The Company has elected to enter the development stage on October 1, 2012 and expects to emerge from the development stage during the quarter ending December 31, 2012. F-5 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (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 $3,531,248 since inception, of which $657,323 are deficits accumulated during the development stage, and needs to raise additional funds to carry out the Company’s 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 $100,000 capital infusion to continue operations through the end of 2012. 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 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Currency Translation The Company operates in Canada and the United States, 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 quarter-end exchange rates and equity at historical rates for currencies in the Canadian dollar. The Company’s functional and reporting currency is the United States dollar. The Company records translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the accompanying results of operations. For the nine months ended September 30, 2012, the Company recorded translation losses of $6,588 compare to translation gains of $5,319 for the nine months ended September 30, 2011. 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 three financial institutions that are insured by the Federal Deposit Insurance Corporation. Fixed Assets Although the Company does not have any fixed assets at this point. Any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Recoverability of Long-Lived Assets The Company reviews their 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Beneficial Conversion Features ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument. 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. The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of September 30, 2012, no additional accrual for income taxes is necessary. Revenue Recognition The Company currently has no revenue. Once the Company emerges from the development state and generates revenue from the sales of our 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) collectable is reasonably assured. (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company has not issued any options or warrants to date. At September 30, 2012, the total shares issuable upon conversion of convertible notes payable would be 14,532,063 shares of the Company’s common stock. Inventory Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes raw materials and finished goods. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of September 30, 2012, the Company had no inventory. F-8 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (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. 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) On March 27, 2011, the Company filed Form S-8 for our 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock. The Company issued 15,470,000 under this plan during the year ended December 31, 2011. During April 2011, the Company issued 1,400,000 registered shares of the Company’s common stock to two consultants for investor relations and other services compensation. These shares were valued from $0.05 to $.055 per share or $74,617. During April 2011, officers, directors and related parties were issued 3,000,000 registered shares of the Company’s common stock for director, officer and administrative services compensation. These shares were valued at $0.08 per share or $240,000. During April 2011, the Company issued 571,428 unregistered shares of the Company’s common stock to two consultants for services to the Company. The Shares were valued from $0.07 to $0.08 per share or $42,500. During April 2011, a related party was issued 500,000 unregistered shares of the Company’s common stock for administrative services compensation. These shares were valued at $0.08 per share or $40,000. During April 2011, the Company issued 320,000 registered shares of the Company’s common stock to settle a note payable. These shares were valued at $0.021 per share or $6,806. During April 2011, the Company issued 350,000 registered shares of the Company’s common stock to settle an account payable. These shares were valued at $0.021 per share or $7,444. During May 2011, the Company issued 839,951 unregistered shares of the Company’s common stock to settle two accounts payable. These shares were valued at $0.03 per share or $25,669. During May 2011, the Company sold 383,160 unregistered shares of the Company’s common stock for working capital. These shares were valued at $0.03 per share or $11,480. During May 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for investor relations compensation. These shares were valued at $0.04 per share or $36,000. During September 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for services to the Company. These shares were valued at $0.03 per share or $27,000. During July 2011, a director was issued 250,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.04 per share or $10,000. During August 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for investor relations compensation. These shares were valued at $0.025 per share or $22,500. During September 2011, the Company issued 1,000,000 unregistered shares of the Company’s common stock to an officer as partial settlement of salary. These shares were valued at $0.103 per share or $102,510. During September 2011, the Company issued 2,324,600 unregistered shares of the Company’s common stock to settle three notes payable and related accrued interest. These shares were valued from $0.094 to $0.118 per share or $247,002. F-10 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED) During September 2011, officers, directors and related parties were issued 7,500,000 registered shares of the Company’s common stock for director, officer and administrative services compensation. These shares were valued at $0.015 per share or $112,500. During September 2011, the Company issued 200,000 registered shares of the Company’s common stock to a consultant for services compensation. These shares were valued at $0.014 per share or $2,700. During October 2011, the Company issued 20,000,000 unregistered shares of the Company’s common stock for the acquisition of the Type 2 Defense product. These shares were valued at $0.01 per share or $200,000. During October 2011, the Company issued 770,000 unregistered shares of the Company’s common stock to settle accounts payable. These shares were valued at $0.013 per share or $10,000. During November 2011, the Company issued 600,000 unregistered shares of the Company’s common stock for the acquisition of the Type 2 Defense product. These shares were valued at $0.011 per share or $6,600. During December 2011, the Company issued 3,000,000 unregistered shares of the Company’s common stock to settle a note payable. These shares were valued at $0.003 per share or $9,861. During September and December 2011, three consultants earned 1,650,000 unregistered shares of the Company’s common stock for services to the Company. These shares were valued from $0.01 to $0.06 per share or $41,500 and were issued on February 22, 2012. 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 $53,500. 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 registered shares of the Company’s common stock 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. As of September 30, 2012, the Company has 74,330,397 shares of common stock issued and outstanding. 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 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 and $1,860 for the nine months ended September 30, 2012 and 2011, respectively. On July 1, 2012, the Company award William Gallagher, Chief Executive Officer, Chief Financial Officer and Director, an 18 month employment contract that terminates on December 13, 2013. Mr. Gallagher will be compensated with 15,000,000 unregistered shares of the Company’s common stock at a rate of $0.015 per share. The Company has recorded $37,500 for compensation expense in the accompanying statement of operations and 187,500 as deferred compensation in the accompanying stockholders deficiency section of the balance sheet. The shares were issued to Mr. Gallagher in October 2012. F-11 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 5 - 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 $1,578 and $1,522 at September 30, 2012 and December 31, 2011, respectively. This note is included as short-term loans – related party on the balance sheet. NOTE 6 - CONVERTIBLE NOTES PAYABLE On March 27, 2009, the Company entered into a promissory note payable on demand for $10,000 (CD$). The note accrued interest at 5% per annum. On November 30, 2012, the Company amended the note to add a conversion feature that permits the holder, at any time, to convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share. As part of the new agreement, the holder of the note waived all interest including interest previously accrued. During December 2011, $7,500 CAD was converted into 3,000,000 shares of the Company’s common stock at $0.0025 per share. The unpaid balance was $2,543 at September 30, 2012. On April 9, 2009, the Company entered into a promissory note payable on demand for $10,000 (CD$). The note accrued interest at 5% per annum. On April 30, 2012, the Company amended the note to add a conversion feature that permits the holder, at any time, to convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share. As part of the new agreement, the holder of the note waived all interest including interest previously accrued. The unpaid balance was $10,171 and $9,833 at September 30, 2012 and December 31, 2011, respectively. 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 shares of the Company’s common stock at $0.0025 per share. The unpaid balance including accrued interest was $4,263 and $8,218 at September 30, 2012 and December 31, 2011, respectively. On March 31, 2012, the Company issued a $15,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of September 30, 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. The unpaid balance including accrued interest was $15,375 at September 30, 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. The unpaid balance including accrued interest was $2,557 at September 30, 2012. On April 20, 2012, the Company issued a $5,000 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. The unpaid balance including accrued interest was $5,115 at September 30, 2012. May 10, 2012, the Company issued a $2,600 convertible note to the Company’s CFO. The loan bears interest at 5% and has a maturity date of November 15, 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. The unpaid balance including accrued interest was $2,649 at September 30, 2012. May 15, 2012, the Company issued a $3,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of November 15, 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 $.009 per share. The unpaid balance including accrued interest was $3,566 at September 30, 2012. 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. The unpaid balance including accrued interest was $30,313 at September 30, 2012. August 22, 2012, the Company issued a $20,000 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. As of September 30, 2012, $3,000 has been advanced on the loan. The unpaid balance including accrued interest was $3,019 at September 30, 2012. As of September 30, 2012, the total short-term loans - convertible amounted to $79,717 including $1,303 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 $73,182 and $235,537 for the three and nine months ended September 30, 2012, respectively, in the accompanying condensed statement of operations for the beneficial conversion feature based on the fair market value of $0.023 per share of the Company’s common stock at September 30, 2012. F-12 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 7 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY On September 11, 2008, the Company entered into a License Agreement with Oceanutrasciences Inc., a Canadian company (“ONS”) (the “Agreement”)/ The Agreement is for a term of three years from September 11, 2008 to September 11, 2011. Under the terms of the Agreement, the Company has acquired the license and trademark rights to produce the “Nutra-Pro 80-20” product from ONS in the North America animal feed territory. The Company has acquired these rights for $150,000 (CD$) ($141,525 US$ at September 11, 2008). The Company paid the initial payment of $50,000 (CD$), with the remaining payments due $50,000 (CD$) on October 31, 2008 and $50,000 (CD$) on December 31, 2008. The Company has made a $25,000 (CD$) payment in December 2008, and as of December 31, 2009 and through November 26, 2010 owed $75,000 (CD$), which was reflected in accounts payable and accrued expenses on the balance sheet as of December 31, 2010. On November 26, 2010, ONS has filed bankruptcy in Canada. ONS has sold their assets to another company. The Company was amortizing the license fee over the 36 month term of the Agreement. Amortization expense for the year ended December 31, 2010 was $48,541. The remaining $34,967 of unamortized license fees has been deemed impaired by Management as of December 31, 2010. On May 15, 2012, the Company obtained a legal opinion that the $75,000 (CD$) balance due to ONS should not be recognized as an amount owed by Bio-Solutions and may be written off at December 31, 2011. The legal opinion contains a four part justification, first, the contract was never fulfilled by ONS, second, the September 20, 2009 ONS bankruptcy documents did not recognize the $75,000 (CD$) as an asset of ONS, third, subsection 10.1 of the Agreement provides for the right of one party to request the Agreement be resiliated in the event one party files for bankruptcy and finally, the contractual prescription in the province of Quebec, Canada, for similar contracts is three (3) years. At December 31, 2011, the Company wrote-off the $73,748 (US$) as a conversion of accounts 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 September 30, 2012, Mr. Chaumillon is owed $9,000. F-13 BIO-SOLUTIONS CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 8 - 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 November 14, 2012, 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 and will test the value at each year end for impairment. NOTE 9 - 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) NOTE 10 - SUBSEQUENT EVENTS During October 2012, a convertible promissory note for $15,375 including interest was fully converted into 1,708,334 registered shares of the Company’s common stock at $0.009 per share. During October 2012, an attorney was issued 665,000 registered shares of the Company’s common stock for legal services to the Company. During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares. The Company 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 consolidated financial statements. F-15 Item 1A. Risk Factors There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the period ended December 31, 2011. 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 reve nues 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, 2011, together with notes thereto as previously filed with our Annual Report on Form 10-K on May 31, 2012. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2012. 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 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 during the quarter ending December 31, 2012. The Company has elected to enter the development stage on October 1, 2012 and expects to emerge from the development stage during the quarter ending December 31, 2012. 3 For the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 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 December 31, 2012. Fulfillment will be handled by a third party fulfillment house. We will likely require additional working capital to fully implement our business plan for 2012. We have no commitment for additional funding. Results of Operations Revenues We generated no revenues for the three months ended September 30, 2012 and 2011. We hope to generate substantial revenues, continue operations and implement our business plan by the end of calendar 2012. For the three months ended September 30, 2012, we had no gross profit compared to a gross profit of $874 for the three months ended September 30, 2011 related to a gain on currency translation. Operating Expenses For the three months ended September 30, 2012, we had total operating expenses of $221,465, as compared to total operating expenses of $161,290 for the three months ended September 30, 2011. The increase of $60,175 in operating expenses between the two periods is primarily due to increased professional fees paid for by the issuance of common stock. We also expect we will continue to incur significant legal and accounting expenses related to being a public company. Net Loss. For the three months ended September 30, 2012, after interest expense of $73,975, we had a net loss of $295,440 or $0.004 per share. In comparison, for the three months ended September 30, 2011, after interest expense of $1,321, we had a net loss of $161,737 or $0.005 per share. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues. For the Nine months ended September 30, 2012 as compared to the Nine months ended September 30, 2011. Results of Operations. Revenues We generated no revenues for the Nine months ended September 30, 2012 and 2011. For the nine months ended September 30, 2011, we had no gross profit compared to a gross profit of $3,632 for the nine months ended September 30, 2011 related to a gain on currency translation. Operating Expenses For the nine months ended September 30, 2012, we had total operating expenses of $249,719, as compared to total operating expenses of $721,388 for the nine months ended September 30, 2011. The decrease of $471,669 in operating expenses between the two periods is primarily due to decreased professional fees paid for by the issuance of common stock. We also expect that we will continue to incur significant legal and accounting expenses related to being a public company. Net Loss For the nine months ended September 30, 2012, after interest expense of $238,032, we had a net loss of $487,751 or $0.007 per share. In comparison, for the nine months ended September 30, 2011, after interest expense of $11,858, we had a net loss of $729,614 or $0.03 per share. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues. Liquidity and Capital Resources As of September 30, 2012 our current assets totaled $27,277 consisting of $277 in cash and $27,000 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 $457,889 as of September 30, 2012, which was represented by accounts payable and accrued expenses of $139,094, liability for stock to be issued of 225,000, short terms loans to related parties of $1,578, and convertible notes payable of $79,717. We had no other liabilities and no long term commitments or contingencies as of September 30, 2012. 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. On August 27, 2011, the Company’s President advanced $1,950 to the Company. The advance is evidenced by a demand promissory note bearing interest at 5% per annum. 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. On January 27, 2012, the Company issued a $1,000 (CAD) convertible note to the Company’s president. The loan bears interest at 5% and has a maturity date of December 31, 2012. In addition, at any time, the Company’s President may convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share. On September 30, 2012, the Company issued a $15,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of September 30, 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. 4 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. On April 20, 2012, the Company issued a $5,000 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. On April 30, 2012, the Company issued a $1,000 (CAD) convertible note to the Company’s President. The loan bears interest at 5% and has a maturity date of October 26, 2012. In addition, at any time, the Company’s President may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share. May 10, 2012, the Company issued a $2,600 convertible note to the Company’s CFO. The loan bears interest at 5% and has a maturity date of November 15, 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. May 15, 2012, the Company issued a $3,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of November 15, 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 $.009 per share. 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. 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. On August 22, 2012, the Company issued a $20,000 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. At September 30, 2012, $3,000 had been advanced on the note. During October 2012, an additional $10,000 was advanced on the note. We had a working capital deficit of $430,162 at September 30, 2012. Unless we secure additional funding, of which there can be no assurance, we will not be able to satisfy our ongoing expenses. During 2012, 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. The Company estimates that they will need a $100,000 capital infusion to continue operations through the end of 2012. Off-Balance Sheet Arrangements We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Item 3. Quantitative and Qualitative Disclosure About Market Risk Not applicable 5 Item 4. Controls and Procedures Our management team, under the supervision and with the participation of our principal executive officer/principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, September 30, 2012. 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings None 6 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds On April 18, 2012, the holder of a November 10, 2009 promissory note for $10,000 (CAD) converted the note plus accrued interest of $833 (CAD) into 100,000 shares of the Company’s unregistered common stock to fully settle the debt. On July 31, 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. On July 31, 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. On September 6, 2012, a former director was issued 250,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.022 per share or $5,500. · the aggregate shares of common stock were issued to five 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. Item 3.Defaults Upon Senior Securities None Item 4. Mine Safety Disclosure None Item 5. , Other information None 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 7 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 November 14, 2012 By: /s/ William J Gallagher William J Gallagher Chief Executive Officer, Chief Financial Officer and a Director