What changed in this filing

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Item 2. Management’s Discussion and Analysis

2013-08-02 compared with 2013-05-06 · 58 added, 30 removed, 79 unchanged (53% of the section changed)

17 unchanged sentences

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2012 together with notes thereto as previously filed with our Annual Report on Form 10-K on March 22, 2013.

In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2013.

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.

7 unchanged sentences

All inventories from the former products were written off as of October 1, 2011.

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

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

The Company has elected to enter the development stage on October 1, 2011 and will emerge from the development stage during July 2013.

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

During February 2013, the Company began the first production run of the Type 2 Defense product.

The Company expects the product will be completed in May 2013 with sales in June 2013.

For the three months ended March 31, 2013 as compared to the three months ended March 31, 2012

We have finalized our formulations and are in the final stages of launching our website.

With the launch of our website, we expect to generate sales by the fiscal quarter ended June 30, 2013.

The first production run of the Type 2 Defense product was completed during June 2013 and the initial shipment occurred in early July 2013.

For the three months ended June 30, 2013 as compared to the three months ended June 30, 2012

During June 2013, we completed our initial production run of approximately 1,800 cases of our Type2 Defense Product and launched our website.

With the launch of our website, we began generating sales during July 2013.

Fulfillment will be handled by a third party fulfillment house.

2 unchanged sentences

Results of Operations

We generated no revenues for the three months ended March 31, 2013 and 2012.

For the three months ended June 30, 2013 as compared to the three months ended June 30, 2012.

Results of Operations

We generated no revenues for the three months ended June 30, 2013 and 2012.

We hope to generate substantial revenues, continue operations and implement our business plan by the end of December 31, 2013.

For the three months ended March 31, 2013 and 2012, we had no gross profit.

For the three months ended June 30, 2013 and 2012, we had no gross profit.

Operating Expenses.

For the three months ended March 31, 2013, we had total operating expenses of $192,507, as compared to total operating expenses of $6,980 for the three months ended March 31, 2012.

The increase of $185,527 in operating expenses between the two periods is primarily due to an approximate $161,000 increase in professional fees paid for by the issuance of common stock, an approximate $17,000 increase for other professional fees and an approximate $8,000 increase in other general and administrative expenses.

We expect we will continue to incur significant legal and accounting expenses related to being a public company.

For the three months ended March 31, 2013, after interest expense of $43,189, we had a net loss of $235,696 or $0.002 per share.

For the three months ended June 30, 2013, we had total operating expenses of $285,566, as compared to total operating expenses of $21,274 for the three and six months ended March 31, 2012.

The increase of $264,292 in operating expenses between the two periods is primarily due to an approximate $268,000 increase in professional fees paid for by the issuance of common stock, offset by an approximate $3,000 decrease for other professional fees.

We expect our operating expense to increase as we market our product and revenues grow.

We will continue to incur significant legal and accounting expenses related to being a public company.

For the three months ended June 30, 2013, after interest expense of $59,068, we had a net loss of $344,634 or $0.003 per share.

In comparison, for the three months ended March 31, 2012, after interest expense of $163,323, we had a net loss of $184,597 or $0.003 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the six months ended June 30, 2013 as compared to the six months ended June 30, 2012.

We generated no revenues for the six months ended June 30, 2013 and 2012.

For the six months ended June 30, 2013 and 2012, we had no gross profit.

Operating Expenses

For the six months ended June 30, 2013, we had total operating expenses of $478,073, as compared to total operating expenses of $28,254 for the six months ended March 31, 2012.

The increase of $449,819 in operating expenses between the two periods is primarily due to an approximate $428,000 increase in professional fees paid for by the issuance of common stock, an approximate $14,000 increase for other professional fees and an approximate $8,000 increase in other general and administrative expenses.

We expect our operating expense to increase as we market our product and revenues grow.

We will continue to incur significant legal and accounting expenses related to being a public company.

For the six months ended June 30, 2013, after interest expense of $102,257, we had a net loss of $580,330 or $0.005 per share.

In comparison, for the six months ended March 31, 2012, after interest expense of $164,057, we had a net loss of $192,311 or $0.003 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

Liquidity and Capital Resources

As of March 31, 2013 our current assets totaled $43,488 consisting of $2,774 in cash and $40,714 of pre-paid costs for our initial production run of the Type 2 Defense product.

As of June 30, 2013 our current assets totaled $60,416 consisting of $16,513 in cash and $43,903 of inventory for our initial production run of our Type 2 Defense product.

Our other assets totaled $431,600 applicable to the Type 2 Defense intellectual property.

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

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

We had a working capital deficit of $314,954 at March 31, 2013.

Our current liabilities were $234,699 as of June 30, 2013, which was represented by accounts payable and accrued expenses of $112,320, a short term loan of $12,250, short terms loan to a related party of $1,635, and convertible notes payable of $108,494.

We had no other liabilities and no long term commitments or contingencies as of June 30, 2013.

We had a working capital deficit of $174,283 at June 30, 2013.

Unless we secure additional funding, of which there can be no assurance, we will not be able to satisfy our ongoing expenses.

15 unchanged sentences

The conversion price shall not be lower than $0.01 per share.

Plan of Operation

During 2013, we expect to expand our business with Type2 Defense product.

The legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses.

Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

On April 30, 2013, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of October 30, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

On April 30, 2013, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 10% and has a maturity date of October 30, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.01 per share.

On May 27, 2013, the Company issued a $12,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of November 27, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

On June 10, 2013, the Company issued a $6,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of August 11, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On June 10, 2013, the Company issued a $6,222 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of August 11, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On June 10, 2013, the Company issued a $6,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of August 11, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On June 18, 2013, the Company issued a $12,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of December 18, 2013.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

Our auditors have questioned our ability to continue operations as a “going concern”.

3 unchanged sentences

As a result, our auditors believe that substantial doubt exists about our ability to continue operations.

Our Plan of Operation for the Next Nine Months.

We have finalized our formulations;

production of our Type 2 production has commenced and we are in the final stages of launching our website.

With the completion of our first production run in May 2013 and launch of our website, we expect to generate sales by the fiscal quarter ended June 30, 2013.

Our Plan of Operation for the Next Six Months.

During June we produced approximately 1,800 boxes of our Type2 Defense product.

Product sales commenced in early July from our website and third party websites including Amazon.com.

The product will sell from $44.95 to $49.95 per box.

Fulfillment will be handled by a third party fulfillment house.

1 unchanged sentence

We have no commitment for additional funding.

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

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

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

At June 30, 2013 we had nominal cash which will not be sufficient to satisfy our working capital requirements for the next six months.

We cannot forecast with any degree of certainty anticipated revenues or cash flow.

7 unchanged sentences

However, our officer, directors and principal shareholders are not committed to contribute funds to pay for our expenses.

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

Even assuming that we secure adequate financing, there can be no assurance that we will be profitable at any time in the future.

4 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis