What changed in this filing

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Item 9A. Controls and Procedures

2013-03-22 compared with 2012-05-31 · 67 added, 67 removed, 200 unchanged (40% of the section changed)

2 unchanged sentences

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 (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure.

Based upon their evaluation of those controls and procedures performed as of December 31, 2011, the date of this report, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were not effective.

Based upon their evaluation of those controls and procedures performed as of December 31, 2012, the date of this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective.

Management's annual report on internal control over financial reporting.

7 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2011.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, the Company conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2012.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

10 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our executive officers and directors during the fiscal year ended of December 31, 2011:

Gilles Chaumillon

President, Chief Executive Officer

The following table sets forth information regarding our executive officers and directors:

William Gallagher

Chief Financial Officer, Director

Chief Executive Officer, Chief Financial Officer, Director

Former Director

Gilles Chaumillon

Former President, Chief Executive Officer

Gilbert Pomerleau

2 unchanged sentences

Former Director

Gilles Chaumillon.

Gilles Chaumillon has been the president and chief executive officer since April 22, 2009.

From 2004 to 2008, Dr.

Gilles Chaumillon served as Senior Director, Project Management for BioSyntech Inc., a biotechnology company located in Canada and listed on the TSX stock exchange.

Prior to 2004, he was General Manager and Business Development Director of a Contract Research Organization.

He began his career at Æterna-Zentaris as Director in charge of collaboration network and process development.

His experience encompasses product and process development, manufacturing and also business development, strategic planning and commercialization.

Chaumillon is a member of Quebec MBA Association (AMBAQ) and also an active member Quebec Biotech Association (BIOQUEBEC) where he is president of the membership committee.

Chaumillon holds a PhD degree in marine biology from Laval University of Québec City and a MBA in Biotech Management from University of Quebec at Montreal.

Chaumillon is not an officer or director of any other reporting company.

William Gallagher.

2 unchanged sentences

a merchant bank headquartered in San Antonio, Texas and specializing in the hospitality industry, consumer products and energy transactions.

From 2004 through 2006 he served as chairman and chief executive officer of Sweet Success Corporation, a supplement/meal replacement company.

The Sweet Success brand was acquired from Nestle.

From 1994-1998 he served as chairman and chief executive officer of Harvest Restaurant Group, a rotisserie chicken restaurant chain.

The Sweet Success Brand is a supplement/meal replacement drink.

In 1989 he founded Billy Blues BBQ sauce;

1 unchanged sentence

Billy Blues owned the nationally known Chris & Pitts Barbecue Sauce.

From 2004 through 2006 he served as chairman and chief executive officer of Sweet Success Corporation.

JagCapital, Inc.

continued to consult with various companies including Organic Alliance Inc., an organic fruits and vegetables company in Salinas, California and Nest Ventures, a venture capital company in Scottsdale Arizona.

Gallagher is a graduate of the University of Texas.

Gallagher joined the board on October 10, 2011 and was appointed Chief Financial Officer.

He was appointed Chief Executive Officer in June 2012.

Metzger is a skilled business executive having served as a chief executive officer, president, chief operating officer of multiple hotel and restaurant companies.

12 unchanged sentences

Metzger joined the board on October 10, 2011.

Mark Solomon.

Solomon was appointed to the board during July 2011.

On February 15, 2012, Mr.

Solomon tendered his resignation as a director of Bio-Solutions, Corp.

Gilles Chaumillon.

On June 15, 2012, Dr.

Chaumillon tendered his resignation as an officer and director of Bio-Solutions, Corp.

Gilbert Pomerleau .

4 unchanged sentences

St-Hilaire tendered her resignation as vice president and secretary and director of Bio-Solutions, Corp.

Mark Solomon.

Solomon was appointed to the board during July 2011.

On February 15, 2012, Mr.

Solomon tendered his resignation as a director of Bio-Solutions, Corp.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected.

As such, Gilbert Pomerleau will continue to serve as director until a replacement is appointed, or until shareholders elect new directors.

All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist) serve at the discretion of the board.

12 unchanged sentences

The Board will consider qualified candidates suggested by stockholders for director nominations.

Stockholders can suggest qualified candidates for director nominations by writing to our board of directors at 14517, Joseph Marc Vermette, Mirabel (Québec), Canada J7J1X2.

Stockholders can suggest qualified candidates for director nominations by writing to our board of directors at 1250 NE Loop 410, San Antonio, TX 78209.

Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration.

25 unchanged sentences

Securities Underlying Options/SARs (#)

LTIP Payouts ($)

Roger Corriveau former officer, and director

Gilbert Pomerleau, former chief financial officer, director

Ghislaine St-Hilaire, former vice president, secretary, director

Gilles Chaumillon, president, chief executive officer

William Gallagher, former chief financial officer, director

Metzger, director

Mark Solomon, former director

Value of 375,000 shares issued in January 2010 at $0.22 per share as of April 15, 2010.

Roger Corriveau,

former officer, and director

Gilbert Pomerleau,

former chief financial officer, director

Ghislaine St-Hilaire,

former vice president, secretary, director

Gilles Chaumillon,

former president, chief executive officer, director

William Gallagher,

chief executive officer, chief financial officer, director

Mark Solomon,

former director

Value of 1,000,000 registered shares issued in April 2011 at $0.08 per share;

6 unchanged sentences

plus, value of 3,000,000 registered shares issued in September 2011 at $0.015 per share.

Value of 15,000,000 unregistered shares issued in October 2012 at $0.015 per share in accordance with Mr.

Gallaher’s employment agreement dated July 1, 2012.

Value of 2,000,000 unregistered shares issued in July 2012 at $0.013 per share.

Value of 250,000 unregistered shares issued in July 2012 at $0.022 per share.

Value of 250,000 unregistered shares issued in July 2011 at $0.04 per share.

Employment Contracts and Termination of Employment.

We currently do not have any employment agreements with our officers.

Officers and directors may receive compensation or issued bonuses from time to time as determined by the Board of Directors

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expires on December 31, 2013.

According to the contract, Mr.

Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share.

The shares were issued in October 2012.

Gallaher has an employment contract.

We have no other plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment as a result of resignation or retirement.

4 unchanged sentences

Chaumillon’s contract was not renewed at August 17, 2011.

We do not have an employment agreement with Mr.

Outstanding Equity Awards.

31 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2011, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2012, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officer, and all of our directors and executive officer as a group.

Title of Class

2 unchanged sentences

Percent of Class

Gilles Chaumillon, president and chief executive officer

3,235,650 shares (1)

Roger Corriveau, former officer and director

1,297,109 shares

William Gallagher, vice president and chief financial officer and director

William Gallagher, chief executive officer, chief financial officer and director

16,400,000 shares

Metzger, director

All directors and named executive officers as a group

2,000,000 shares

3D Consulting LLC

All directors and named executive officers as a group

18,400,000 shares

Capital Consulting Inc.

7,541,869 shares (1)

* Figures may vary due to rounding.

Includes 75,000 shares of common stock held by a household member of Gilles Chaumillon, who is deemed to beneficially own those shares.

(1) Includes 7,142,857 shares of common stock issuable upon conversion of Notes Payable at $0.007 per share.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

3 unchanged sentences

Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Equity Compensation Plan.

On March 29, 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.

We issued 15,470,000 under this plan to officers, directors and others.

Certain Relationships and Related Transactions, and Director Independence.

3 unchanged sentences

For the years ended December 31, 2012 and 2011 the Company incurred $0 and $4,104, respectively, for rent expense to this company.

The Company was advanced $4,832 (CAD) from officers during the year ended December 31, 2008 and remains outstanding as of December 31, 2011.

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.

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expires on December 31, 2013.

According to the contract, Mr.

Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share.

The shares were issued in October 2012.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

15 unchanged sentences

Exhibits, Financial Statement Schedules.

Financial Statements.

(a) Financial Statements.

Included in Item 7

Exhibits required by Item 601.

(b) Exhibits.

Consent of Auditors

Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Employment Agreement

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bio-Solutions Corp.

/s/ Gilles Chaumillon

Gilles Chaumillon

President, Chief Executive Officer (Principal Executive Officer)

March 22, 2013

/s/ William Gallagher

William Gallagher

Chief Financial Officer and a Director (Principal Financial and Accounting Officer)

Chief Executive Officer, Chief Financial Officer and a Director

(Principal Executive, Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Gilles Chaumillon

Gilles Chaumillon

President, Chief Executive Officer (Principal Executive Officer)

March 22, 2013

/s/ William Gallagher

William Gallagher

Chief Financial Officer and a Director

(Principal Financial and Accounting Officer)

Chief Executive Officer, Chief Financial Officer and a Director

(Principal Executive, Financial and Accounting Officer)

March 22, 2013

/s/ Thomas E.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures