Glucose Health, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. The results for the three and six months ended June 30, 2013 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 22, 2013. F-1 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS JUNE 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012 IN US$ (UNAUDITED) JUNE 30, DECEMBER 31, 2013 2012 ASSETS CURRENT ASSETS Cash $ 16,513 $ 1,076 Inventory 43,903 - Total current assets 60,416 1,076 Other Asset Intellectual Property 431,600 206,600 TOTAL ASSETS $ 492,016 $ 207,676 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 112,320 $ 123,199 Short - term loans 12,250 - Short - term loans - related parties 1,635 1,597 Short - term loans - convertible 108,494 60,680 Total current liabilities 234,699 185,476 TOTAL LIABILITIES 234,699 185,476 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 200,000,000 shares authorized, 156,943,593 and 101,085,862 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively 156,944 101,086 Additional paid in capital 4,381,309 3,588,967 Deferred compensation (182,753 ) (150,000 ) Accumulated deficit (2,873,925 ) (2,873,925 ) Deficit accumulated during the development stage (1,148,980 ) (568,650 ) Accumulated other comprehensive loss (75,278 ) (75,278 ) Total stockholders' equity 257,317 22,200 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 492,016 $ 207,676 The accompanying notes are an integral part of these financial statements. F-2 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH JUNE 30, 2013 IN US$ THREE MONTHS ENDED THREE MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED DEVELOPMENT STAGE PERIOD FROM OCTOBER 1, 2011 to JUNE 30, 2013 JUNE 30, 2012 JUNE 30, 2013 JUNE 30, 2012 JUNE 30, 2013 REVENUE $ - $ - $ - $ - $ - COST OF REVENUES Beginning inventory - - - - - Purchases/Write-off of obsolete inventory - - - - 3,632 Ending inventory - - - - - Total Cost of Revenues - - - - 3,632 GROSS PROFIT (LOSS) - - - - (3,632 ) OPERATING EXPENSES Professional fees/stock based compensation 282,222 18,085 465,483 23,765 902,765 Amortization expense and impairment - - - - 85,288 General and administrative 3,344 3,189 12,590 4,489 18,867 Total Operating Expenses 285,566 21,274 478,073 28,254 1,006,920 NET LOSS BEFORE OTHER EXPENSE (285,566 ) (21,274 ) (478,073 ) (28,254 ) (1,010,552 ) OTHER EXPENSE Interest expense (59,068 ) (163,323 ) (102,257 ) (164,057 ) (138,428 ) Total other expense (59,068 ) (163,323 ) (102,257 ) (164,057 ) (138,428 ) NET LOSS $ (344,634 ) $ (184,597 ) $ (580,330 ) $ (192,311 ) $ (1,148,980 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 132,694,907 67,190,397 120,799,168 67,190,397 NET LOSS PER SHARE $ (0.003 ) $ (0.003 ) $ (0.005 ) $ (0.003 ) STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS Net loss $ (344,634 ) $ (184,597 ) $ (580,330 ) $ (192,311 ) $ (1,148,980 ) Currency translation gains (losses) - 6,575 - 61 (12,578 ) TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS $ (344,634 ) $ (178,022 ) $ (580,330 ) $ (192,250 ) $ (1,161,558 ) The accompanying notes are an integral part of these financial statements. F-3 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH JUNE 30, 2013 IN US$ SIX MONTHS ENDED SIX MONTHS ENDED DEVELOPMENT STAGE PERIOD FROM OCTOBER 1, 2011 THROUGH JUNE 30, 2013 JUNE 30, 2012 JUNE 30, 2013 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (580,330 ) $ (192,311 ) $ (1,148,980 ) Adjustments to reconcile net loss to net cash used in operating activities: Impairment expense - - 85,288 Common stock issued for services 428,295 - 780,664 Beneficial Conversion Feature of Notes Payable 99,828 162,356 134,124 Change in assets and liabilities (Increase) decrease in inventory (43,902 ) - (43,902 ) Increase (decrease) in accounts payable and accrued expenses (2,077 ) (3,683 ) 5,930 Total adjustments 482,144 158,673 962,104 Net cash (used in) operating activities (98,186 ) (33,638 ) (186,876 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from short-term loans, net of repayments 12,000 - 10,613 Proceeds from short-term loans - related party, net of repayments - - 4,867 Proceeds from convertible notes payable, net of repayments 101,623 28,600 178,473 Net cash provided by financing activities 113,623 28,600 193,953 Effect of foreign currency - 5,176 5,507 NET INCREASE IN CASH AND CASH EQUIVALENTS 15,437 138 12,584 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 1,076 82 3,929 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 16,513 $ 220 $ 16,513 NONCASH OPERATING AND INVESTING ACTIVITIES: Conversion of notes payable and accrued interest to common stock $ 55,949 $ 10,000 $ 120,088 Conversion of liability to common stock $ 6,375 $ 41,500 $ 54,175 Acquisition of intellectual property of Type2 Defense for common shares $ 225,000 $ - $ 231,600 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 CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2012 10K and audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. On March 27, 2007, Bio-Solutions Corp. (the “Company”) was incorporated in the State of Nevada. The Company was a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil. The Company is also the distributor of GreenEx ™ in Africa. GreenEx ™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of Malaria. GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants. On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000. In addition the board approved a 1.20 to 1 stock split. All shares have been reflected retroactively in accordance with SAB Topic 14C. On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics. During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product. All inventories from the former products were written off as of October 1, 2011. The Company 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. The first production run of the Type 2 Defense product was completed during June 2013 and the initial shipment occurred in early July 2013. F-5 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED) Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has generated losses totaling $4,022,905 since inception, of which $1,148,980 are deficits accumulated during the development stage, and needs to raise additional funds to carry out their business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The Company estimates that they will need a $500,000 capital infusion to continue operations through the end of 2013. Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officer and directors may need to contribute funds to sustain operations. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Development Stage The Company is considered to be in the development stage as defined in ASC 915, “ Accounting and Reporting by Development Stage Enterprises ”. On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type 2 Defense. During October 2011, the Company abandoned its former operations to focus solely on the Type 2 Defense product. All inventories from the former products were written off as of October 1, 2011. The Company’s primary activities since October 1, 2011 have been performing business, strategic and financial planning, enhancing the Type2 Defense formula and securing capital for ongoing operations. The Company began shipping product to customers in early July 2013 and will emerge from the development stage during the third quarter of 2013. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. F-6 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Currency Translation The Company no longer operates in Canada. Effective January 1, 2013, the Company changed its functional currency from Canadian dollar to US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013. Prior to January 1, 2013, the Company recorded translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations. For the three and six months ended June 30, 2012, the Company recorded $6,575 and $61 in translation gains, respectively. Comprehensive Income (Loss) The Company adopted ASC 220-10, “Reporting Comprehensive Income.” ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at a single financial institution that is insured by the Federal Deposit Insurance Corporation. Fixed Assets Although the Company does not have any fixed assets at this point. Any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Recoverability of Current and Long-Lived Assets The Company reviews their current and long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Fair Value of Financial Instruments The carrying amount reported in the balance sheets for cash and cash equivalents, accounts payable, accrued expenses, and accounts receivable approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. F-7 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition The Company currently has no revenue. Once the Company emerges from the development state and generates revenue from the sales of its products, the following criteria for recognition will be utilized: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed or determinable, and 4) collectability is reasonably assured. (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company has not issued any options or warrants to date. At June 30, 2013, the total shares issuable upon conversion of convertible notes payable would be 17,019,281 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 June 30, 2013, the Company had inventory of $43,903. F-8 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Issued Accounting Standards In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures. In February 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). The amendments to U.S. GAAP will be effective for fiscal years starting after December 15, 2012. The Company is currently assessing the impact of this accounting guidance on the consolidated financial statements and related disclosures. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. F-9 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 3 - STOCKHOLDERS’ EQUITY The Company was established with one class of stock, common stock – 75,000,000 shares authorized at a par value of $0.001. On June 30, 2010, the authorized shares were increased to 90,000,000. In October 2012, the Company increased the authorized common shares to 200,000,000. On March 27, 2011, the Company filed Form S-8 for the 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock. The Company issued 19,711,000 shares under this plan. During April 2012, the Company issued 100,000 unregistered shares of the Company’s common stock to settle a notes payable and related accrued interest. These shares were valued at $0.109 per share or $10,935. During July 2012, a director was issued 2,000,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.024 per share or $48,000. During July 2012, three consultants were issued 3,250,000 unregistered shares of the Company’s common stock for sales, financing and investor/public relations compensation. These shares were valued at $0.024 per share or $78,000. During July and September 2012, the Company issued 1,640,000 unregistered shares of the Company’s common stock, respectively, to settle a convertible note payable. These shares were valued at $0.0025 per share or $4,100. During September 2012, a former director was issued 250,000 unregistered shares of the Company’s common stock for director compensation. These shares were valued at $0.024 per share or $5,500. During October 2012, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock as part of his employment contract dated July 1, 2012. These shares were valued at $0.015 per share or $225,000. During October and November 2012, the Company issued 1,550,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to a consultant for legal compensation. These shares were valued at $0.0179 per share or $27,675. During October 2012, the Company issued 1,708,334 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $15,375. During November 2012, the Company issued 2,000,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to an employee for service to the Company. These shares were valued at $0.0125 per share or $25,000. During November 2012, the Company issued 520,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 to settle an accounts payable. These shares were valued at $0.012 per share or $6,300. During November and December 2012, the Company issued 5,000,000 unregistered shares of the Company’s common stock to settle two convertible notes payable. These shares were valued at $0.0025 per share or $12,608. During December 2012, the Company issued 399,011 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $3,566. During December 2012, the Company issued 578,120 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest. These shares were valued at $0.009 per share or $5,228. During January 2013, a consultant was granted 1,500,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for website services. The shares were valued at $15,000 or $0.01 per share. The shares were issued on March 8, 2013. F-10 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED) During January 2013, a consultant was granted 2,000,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for legal services to the Company. The shares were valued at $26,000 or $0.013 per share. The shares were issued on March 8, 2013. During January 2013 a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $0.013 per share. During January 2013 a consultant was granted 500,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $0.012 per share. The shares were issued on April 23, 2013. During January 2013, a consultant was granted 625,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $6,938 or $0.011 per share. The shares were issued on March 8, 2013. During January 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $50,000 or $0.011 per share. The shares were issued on March 15, 2013. During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share. During February 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The Company issued 3,000,000 shares on April 23, 2013 and issued the remaining 1,500,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $56,700 or $0.0189 per share and the 1,500,000 shares were valued at $19,500 or $.013 per share for an aggregate of $76,200. During March 2013, a consultant was granted 4,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company. The Company issued 3,000,000 shares on April 22, 2013 and issued the remaining 1,500,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 3,000,000 shares were valued at $69,000 or $0.023 per share and the 1,500,000 shares were valued at $19,500 or $.013 per share for an aggregate of $88,500. On March 4, 2013, the Company filed a Form S-8 with the Security and Exchange Commission. The 2013 Stock Incentive Plan may issue up to 30,000,000 registered shares of the Company’s common stock for services to the Company. The Company granted 9,500,000 and 18,125,000 shares under this plan during the three and six months ended June 30, 2013, respectively. During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,091 including interest was converted into 441,576 unregistered shares of the Company’s common stock at $0.007 per share. During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share. The shares were issued on April 3, 2013. During April 2013, the Company issued 500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 to settle an accounts payable. These shares were valued at $0.0128 per share or $6,375. During April 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $10,266 including interest was converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share. F-11 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED) During May 2013 a consultant was granted 100,000 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $0.0141 per share. During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,175 including interest was converted into 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share. During June 2013, a director was issued 2,500,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $0.015 per share or $37,500. During June 2013, an employee was issued 3,500,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $0.015 per share or $52,500. During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $0.015 per share or $37,500. During June 2013, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011. These shares were valued at $0.015 per share or $225,000. During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $0.015 per share or $37,500. As of June 30, 2013, the Company has 156,943,593 shares of common stock issued and outstanding. The Company has not issued any options or warrants to date. F-12 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 4 - RELATED PARTY TRANSACTIONS The Company conducts business with another company owned by a former officer of the Company. The Company uses office space in the other company’s offices. This arrangement terminated on April 1, 2012. Rent expense was $599 for the six months ended June 30, 2012. NOTE 5 - SHORT-TERM LOANS On January 25, 2013, the Company issued a $12,000 promissory note to an individual. The loan bears interest at 5% and is payable on demand. The unpaid balance including accrued interest was $12,250 at June 30, 2013. This note is included as short-term loans on the condensed balance sheet. NOTE 6 - SHORT-TERM LOANS - RELATED PARTY On August 18, 2011, a related party advanced $1,500 to the Company. The advance is evidenced by a demand promissory note bearing interest at 5% per annum. The unpaid balance including accrued interest was $1,635 and $1,597 at June 30, 2013 and December 31, 2012, respectively. This note is included as short-term loans – related party on the condensed balance sheet. NOTE 7 - CONVERTIBLE NOTES PAYABLE On December 16, 2011, the Company was advanced $4,100 each from two unrelated parties. The advances are evidenced by two equal convertible promissory notes bearing interest at 5% per annum with a due date on December 31, 2012. In addition, at any time, the holders may convert the notes into shares of the Company’s common stock at an exercise price of $.0025 per share. During July and September 2012, one of the convertible notes was converted into 1,640,000 unregistered shares of the Company’s common stock at $0.0025 per share. During March 2013 the remaining $4,434, which includes accrued interest was converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $4,314 at December 31, 2012. On April 20, 2012, the Company issued a $2,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of October 20, 2012. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share. After the due date, the interest rate on the convertible note increased to 15%. The unpaid balance including accrued interest was $2,829 and $2,641 at June 30, 2013 and December 31, 2012, respectively. The Company is not compliant with the repayment terms of the note. On May 10, 2012, the Company issued a $2,600 convertible note to the Company’s CEO. The loan bears interest at 5% and has a maturity date of November 10, 2012. In addition, at any time, the Company’s CEO may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share. After the due date, the interest rate on the convertible note increases to 15%. During June 2013, the Company paid the principle balance of $2,600 to the Company’s CEO. The unpaid balance including accrued interest was $309 and $2,714 at June 30, 2013 and December 31, 2012, respectively. The Company is not compliant with the repayment terms of the note. On July 18, 2012, the Company issued a $30,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of December 18, 2012. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During January and February 2013, $30,983 including accrued interest was converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $30,813 at December 31, 2012. On August 22, 2012, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of January 22, 2012. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During March 2013, $3,091 including accrued interest was converted into 441,576 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $3,056 at December 31, 2012. F-13 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED) On October 19, 2012, the Company issued a $10,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of April 19, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During April 2013, $10,266 including accrued interest was converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $10,105 at December 31, 2012. On November 23, 2012, the Company issued a $7,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of May 23, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $.007 per share. During May 2013, $7,175 including accrued interest was converted into 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $7,037 December 31, 2012. On January 28, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to December 31, 2013 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share. The unpaid balance including accrued interest was $12,760 at June 30, 2013. On January 30, 2013, the Company issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of July 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $7,656 at June 30, 2013. On February 20, 2013, the Company issued a $7,500 convertible note to an individual. The loan bears interest at 5% and has a maturity date of August 20, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The unpaid balance including accrued interest was $7,641 at June 30, 2013. On February 26, 2013, the Company issued a $12,500 convertible note to an individual. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.01 per share. The unpaid balance including accrued interest was $12,708 at June 30, 2013. 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. The unpaid balance including accrued interest was $10,083 at June 30, 2013. 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. The unpaid balance including accrued interest was $10,167 at June 30, 2013. 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. The unpaid balance including accrued interest was $12,552 at June 30, 2013. 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. The unpaid balance including accrued interest was $6,514 at June 30, 2013. F-14 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED) 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. The unpaid balance including accrued interest was $6,235 at June 30, 2013. 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. The unpaid balance including accrued interest was $6,514 at June 30, 2013. 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. The unpaid balance including accrued interest was $12,526 at June 30, 2013. As of June 30, 2013, the total short-term loans - convertible amounted to $122,379 including $2,157 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 $57,754 and $162.356 during the three months ended June 30, 2013 and 2012 respectively, and $121,266 and $162,356 during the six months ended June 30, 2013 and 2012 respectively, in the accompanying condensed statement of operations for the beneficial conversion feature based on the fair market value of $0.0135 and $.02 per share of the Company’s common stock at June 30, 2013 and 2012, respectively. NOTE 8 - MAJOR CUSTOMERS The Company generated no sales during the three and six months ended June 30, 2013, and 2012. NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY On June 15, 2012, Gilles Chaumillon resigned as President, Chief Executive Officer and Director of the Company. In addition, Mr. Chaumillon agreed to settle his outstanding debt, interest and account payable balances of $227,811 for $10,000 payable in ten equal monthly installments of $1,000 beginning July 2012. At June 30, 2012, the Company wrote-off the net amount of $217,811 as a conversion of accounts payable and notes payable to equity. At June 30, 2013, Mr. Chaumillon is owed $9,000. F-15 BIO-SOLUTIONS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012 (UNAUDITED) NOTE 10 - INTELLECTUAL PROPERTY On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics. The acquisition from Type2 Defense, a Texas based sole proprietorship was for the issuance of 20,000,000 shares of the Company’s common stock. The shares are valued at $200,000 or $0.01 per share based on the closing price of the Company’s common stock on September 26, 2011. The agreement also includes the issuance of 10,000,000 shares of the Company’s common stock upon achieving certain operational milestones and an additional 10,000,000 shares of Company’s common stock upon reaching 1,500 customers. On November 4, 2011, an advance of 600,000 shares of the Company’s common stock related to the reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors. The shares were valued at $0.013 per share or $6,600 and included as intellectual property on the accompanying condensed balance sheet. The issuance of 10,000,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 9,400,000 shares. During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement. On June 18, 2013, the Company issued 10,000,000 shares to the Company’s CEO for the Type2 Defense product meeting the operational milestones. The shares were valued at $0.015 per share or $150,000 and included as intellectual property on the accompanying condensed balance sheet. In addition, on June18, 2013, an advance of 5,000,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to the Company’s CEO. The shares were valued at $0.015 per share or $75,000 and included as intellectual property on the accompanying condensed balance sheet. As of August 02, 2013, the agreement provisions for reaching 1,500 customers for 4,400,000 shares of the Company’s common stock was achieved during early July and the remaining shares will be issued by September 30, 2013. All assets other than the intellectual property had a fair value of $0, with the intellectual property being valued at $431,600. The Company has not amortized this value as they deem the value to have an infinite useful life. NOTE 11- FAIR VALUE MEASUREMENTS The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: · Level 1 inputs: Quoted prices for identical instruments in active markets. · Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. · Level 3 inputs: Instruments with primarily unobservable value drivers. NOTE 12 - SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment to or disclosure in the condensed consolidated financial statements. F-16