4 unchanged sentences
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.
−Removed: 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.
+Added: The results for the three and nine months ended September 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.
2 unchanged sentences
CONDENSED BALANCE SHEETS
−Removed: JUNE 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012
+Added: SEPTEMBER 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012
+Added: SEPTEMBER 30,
CURRENT ASSETS
+Added: Prepaid expenses
Total current assets
3 unchanged sentences
Accounts payable and accrued expenses
+Added: Liability for stock to be issued
Short - term loans
6 unchanged sentences
174,768,593 and 101,085,862 shares issued and outstanding as of
−Removed: June 30, 2013 and December 31, 2012, respectively
+Added: September 30, 2013 and December 31, 2012, respectively
Additional paid in capital
9 unchanged sentences
CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED)
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH JUNE 30, 2013
−Removed: DEVELOPMENT STAGE
+Added: FOR THE THREE AND NINEMONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013
+Added: DEVELOPMENT STAGEPERIOD FROM
OCTOBER 1, 2011 to
−Removed: JUNE 30, 2013
−Removed: JUNE 30, 2012
−Removed: JUNE 30, 2013
−Removed: JUNE 30, 2012
−Removed: JUNE 30, 2013
+Added: SEPTEMBER 30, 2013
+Added: SEPTEMBER 30, 2012
+Added: SEPTEMBER 30, 2013
+Added: SEPTEMBER 30, 2012
+Added: SEPTEMBER 30, 2013
COST OF REVENUES
−Removed: Beginning inventory
−Removed: Purchases/Write-off of obsolete inventory
−Removed: Ending inventory
−Removed: Total Cost of Revenues
−Removed: GROSS PROFIT (LOSS)
OPERATING EXPENSES
3 unchanged sentences
Total Operating Expenses
−Removed: NET LOSS BEFORE OTHER EXPENSE
−Removed: OTHER EXPENSE
−Removed: Interest expense
+Added: NET LOSS BEFORE OTHER INCOME (EXPENSE)
+Added: OTHER INCOME (EXPENSE)
+Added: Interest income (expense)
+Added: Loss on conversion of debt
Total other expense
8 unchanged sentences
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
−Removed: FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH JUNE 30, 2013
−Removed: DEVELOPMENT STAGE
+Added: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013
+Added: DEVELOPMENT STAGE PERIOD FROM
OCTOBER 1, 2011 THROUGH
−Removed: JUNE 30, 2013
−Removed: JUNE 30, 2012
−Removed: JUNE 30, 2013
+Added: SEPTEMBER 30, 2013
+Added: SEPTEMBER 30, 2012
+Added: SEPTEMBER 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Adjustments to reconcile net loss
+Added: to net cash used in operating activities:
Impairment expense
1 unchanged sentence
Beneficial Conversion Feature of Notes Payable
+Added: Loss on coversion of debt
Change in assets and liabilities
+Added: (Increase) decrease in accounts receivable
(Increase) decrease in inventory
+Added: (Increase) decrease in prepaids
Increase (decrease) in accounts payable and accrued expenses
7 unchanged sentences
Effect of foreign currency
−Removed: NET INCREASE IN CASH AND CASH EQUIVALENTS
+Added: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
7 unchanged sentences
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
17 unchanged sentences
All inventories from the former products were written off as of October 1, 2011.
−Removed: 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.
−Removed: The first production run of the Type 2 Defense product was completed during June 2013 and the initial shipment occurred in early July 2013.
+Added: The Company elected to enter the development stage on October 1, 2011.
+Added: The first production run of the Company’s Type 2 Defense product was completed during June 2013.
+Added: On July 8, 2013 the Company announced our product was available for on-line sales on Amzon.com.
+Added: On July 9, 2013, the Company announced our product was available for on-line sales from our www.Type2Defense.com website.
+Added: The first sale was completed in July 2013.
+Added: As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage.
+Added: The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.
BIO-SOLUTIONS CORP.
+Added: (A DVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
6 unchanged sentences
These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
−Removed: The Company estimates that they will need a $500,000 capital infusion to continue operations through the end of 2013.
+Added: The Company estimates that they will need a $700,000 capital infusion to continue operations through the third quarter of 2014.
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.
3 unchanged sentences
Development Stage
−Removed: The Company is considered to be in the development stage as defined in ASC 915, “ Accounting and Reporting by Development Stage Enterprises ”.
+Added: The Company is in the development stage commencing October 1, 2011.
On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type 2 Defense.
1 unchanged sentence
All inventories from the former products were written off as of October 1, 2011.
−Removed: 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.
−Removed: The Company began shipping product to customers in early July 2013 and will emerge from the development stage during the third quarter of 2013.
+Added: The first production run of the Company’s Type 2 Defense product was completed during June 2013.
+Added: On July 8, 2013 the Company announced their product was available for on-line sales on Amzon.com.
+Added: On July 9, 2013, the Company announced their product was available for on-line sales from our www.Type2Defense.com website.
+Added: The first sale was completed in July 2013.
+Added: As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage.
+Added: The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.
Use of Estimates
1 unchanged sentence
Actual results could differ from those estimates.
+Added: The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
4 unchanged sentences
Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations.
−Removed: For the three and six months ended June 30, 2012, the Company recorded $6,575 and $61 in translation gains, respectively.
+Added: For the three and nine months ended September 30, 2012, the Company recorded $6,649 and $6,588 in translation losses, respectively.
Comprehensive Income (Loss)
17 unchanged sentences
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
−Removed: The Company currently has no revenue.
−Removed: 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:
+Added: The Company currently has a small amount of revenue.
+Added: Company utilizes the following criteria for revenue recognition:
1) persuasive evidence of an arrangement exists;
7 unchanged sentences
The Company has not issued any options or warrants to date.
−Removed: 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.
+Added: At September 30, 2013, the total shares issuable upon conversion of convertible notes payable would be 20,822,332 shares of the Company’s common stock.
Inventory is stated at the lower of cost (FIFO:
1 unchanged sentence
The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.
−Removed: As of June 30, 2013, the Company had inventory of $43,903.
+Added: As of September 30, 2013, the Company had inventory of $27,904.
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
16 unchanged sentences
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 3 - STOCKHOLDERS’ EQUITY
34 unchanged sentences
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)
22 unchanged sentences
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.
−Removed: 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.
+Added: The Company granted 9,500,000 and 18,125,000 shares under this plan during the three and nine months ended September 30, 2013, respectively.
During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock.
7 unchanged sentences
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)
13 unchanged sentences
These shares were valued at $0.015 per share or $37,500.
−Removed: As of June 30, 2013, the Company has 156,943,593 shares of common stock issued and outstanding.
+Added: During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During August 2013, a consultant was granted 7,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services and creating an infomercial for the Company.
+Added: The shares were valued at $75,000 or $0.01 per share.
+Added: During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share.
+Added: During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During September 2013, a third party purchased a $12,000 demand promissory note dated January 25, 2013 from one of the Company’s investors.
+Added: According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.001 per share.
+Added: The third party partially converted $6,000 of the demand promissory note into 6,000,000 unregistered shares of the Company’s common stock at $0.001 per share.
+Added: In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying condensed consolidated statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price.
+Added: The fair market value on the date of conversion was $0.0045 per share.
+Added: As of September 30, 2013, the Company has 174,768,593 shares of common stock issued and outstanding.
The Company has not issued any options or warrants to date.
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 4 - RELATED PARTY TRANSACTIONS
2 unchanged sentences
This arrangement terminated on April 1, 2012.
−Removed: Rent expense was $599 for the six months ended June 30, 2012.
+Added: Rent expense was $599 for the nine months ended September 30, 2012.
NOTE 5 - SHORT-TERM LOANS
1 unchanged sentence
The loan bears interest at 5% and is payable on demand.
−Removed: The unpaid balance including accrued interest was $12,250 at June 30, 2013.
−Removed: This note is included as short-term loans on the condensed balance sheet.
+Added: On September 24, 2013, the note was sold to a third party and the accrued interest was forgiven.
+Added: According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.001 per share.
+Added: The third party converted $6,000 of the note into 6,000,000 unregistered shares of the Company’s common stock for $.001 per share.
+Added: In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying condensed consolidated statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price.
+Added: The fair market value on the date of conversion was $0.0045 per share.
+Added: The unpaid balance was $6,000 at September 30, 2013.
+Added: This note is included as short - term loans - convertible on the condensed balance sheet.
NOTE 6 - SHORT-TERM LOANS - RELATED PARTY
1 unchanged sentence
The advance is evidenced by a demand promissory note bearing interest at 5% per annum.
−Removed: The unpaid balance including accrued interest was $1,635 and $1,597 at June 30, 2013 and December 31, 2012, respectively.
+Added: The unpaid balance including accrued interest was $1,653 and $1,597 at September 30, 2013 and December 31, 2012, respectively.
This note is included as short-term loans – related party on the condensed balance sheet.
10 unchanged sentences
After the due date, the interest rate on the convertible note increased to 15%.
−Removed: The unpaid balance including accrued interest was $2,829 and $2,641 at June 30, 2013 and December 31, 2012, respectively.
+Added: The unpaid balance including accrued interest was $2,922 and $2,641 at September 30, 2013 and December 31, 2012, respectively.
The Company is not compliant with the repayment terms of the note.
4 unchanged sentences
During June 2013, the Company paid the principle balance of $2,600 to the Company’s CEO.
−Removed: The unpaid balance including accrued interest was $309 and $2,714 at June 30, 2013 and December 31, 2012, respectively.
−Removed: The Company is not compliant with the repayment terms of the note.
+Added: The unpaid balance including accrued interest was $2,714 at December 31, 2012.
On July 18, 2012, the Company issued a $30,000 convertible note to an individual.
3 unchanged sentences
The unpaid balance including accrued interest was $30,813 at December 31, 2012.
+Added: BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
+Added: NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
On August 22, 2012, the Company issued a $3,000 convertible note to an individual.
3 unchanged sentences
The unpaid balance including accrued interest was $3,056 at December 31, 2012.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
−Removed: NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
On October 19, 2012, the Company issued a $10,000 convertible note to an individual.
7 unchanged sentences
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.
−Removed: The unpaid balance including accrued interest was $7,037 December 31, 2012.
+Added: The unpaid balance including accrued interest was $7,037 at December 31, 2012.
On January 28, 2013, the Company issued a $12,500 convertible note to an individual.
2 unchanged sentences
The conversion price shall not be lower than $0.01 per share.
−Removed: The unpaid balance including accrued interest was $12,760 at June 30, 2013.
+Added: During August 2013, $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share to satisfy the principle balance of the promissory note.
+Added: The unpaid balance of accrued interest was $328 at September 30, 2013.
On January 30, 2013, the Company issued a $7,500 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $7,656 at June 30, 2013.
+Added: During August 2013, $7,688 including accrued interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
On February 20, 2013, the Company issued a $7,500 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $7,641 at June 30, 2013.
+Added: During September 2013, $7,688 including accrued interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
On February 26, 2013, the Company issued a $12,500 convertible note to an individual.
2 unchanged sentences
The conversion price shall not be lower than $0.01 per share.
−Removed: The unpaid balance including accrued interest was $12,708 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $12,865 at September 30, 2013.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $10,083 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $10,208 at September 30, 2013.
On April 30, 2013, the Company issued a $10,000 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $10,167 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $10,417 at September 30, 2013.
On May 27, 2013, the Company issued a $12,500 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $12,552 at June 30, 2013.
−Removed: On June 10, 2013, the Company issued a $6,500 convertible note to an individual.
−Removed: The loan bears interest at 5% and has a maturity date of August 11, 2013.
−Removed: 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.
−Removed: The unpaid balance including accrued interest was $6,514 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $12,708 at September 30, 2013.
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
2 unchanged sentences
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.
−Removed: The unpaid balance including accrued interest was $6,235 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $6,595 at September 30, 2013.
+Added: The Company is not compliant with the repayment terms of the note.
On June 10, 2013, the Company issued a $6,222 convertible note to an individual.
1 unchanged sentence
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.
−Removed: The unpaid balance including accrued interest was $6,514 at June 30, 2013.
+Added: The unpaid balance including accrued interest was $6,313 at September 30, 2013.
+Added: The Company is not compliant with the repayment terms of the note.
On June 10, 2013, the Company issued a $6,500 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of August 11, 2013.
+Added: 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.
+Added: The unpaid balance including accrued interest was $6,595 at September 30, 2013.
+Added: The Company is not compliant with the repayment terms of the note.
+Added: 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.
−Removed: The unpaid balance including accrued interest was $12,526 at June 30, 2013.
−Removed: As of June 30, 2013, the total short-term loans - convertible amounted to $122,379 including $2,157 of accrued interest.
+Added: The unpaid balance including accrued interest was $12,682 at September 30, 2013.
+Added: On August 2, 2013, the Company issued a $10,000 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of February 2, 2014.
+Added: 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.
+Added: The unpaid balance including accrued interest was $10,083 at September 30, 2013.
+Added: As of September 30, 2013, the total short-term loans - convertible amounted to $91,716 including $2,494 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.
−Removed: The beneficial conversion features of the convertible notes are at a price below fair market value.
−Removed: 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.
+Added: The beneficial conversion features of certain convertible notes are at a price below fair market value.
+Added: The Company recorded interest income of $108,666 for the three months ended September 30, 2013 and interest expense of $73,185 for the three months ended September 30, 2012.
+Added: The Company recorded interest income of $8,838 for the nine months ended September 30, 2013 and interest expense of $235,537 for the nine months ended September 30, 2012.
+Added: The beneficial conversion feature was based on the fair market value of $0.0031 and $.023 per share of the Company’s common stock at September 30, 2013 and 2012, respectively.
NOTE 8 - MAJOR CUSTOMERS
−Removed: The Company generated no sales during the three and six months ended June 30, 2013, and 2012.
+Added: The Company generated nominal sales during the three and nine months ended September 30, 2013 and no sales during the three and nine months ended September 30, 2012.
NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY
3 unchanged sentences
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.
−Removed: At June 30, 2013, Mr.
+Added: At September 30, 2013, Mr.
Chaumillon is owed $9,000.
BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2013 AND 2012 (UNAUDITED)
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
NOTE 10 - INTELLECTUAL PROPERTY
11 unchanged sentences
The shares were valued at $0.015 per share or $75,000 and included as intellectual property on the accompanying condensed balance sheet.
−Removed: 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.
−Removed: All assets other than the intellectual property had a fair value of $0, with the intellectual property being valued at $431,600.
+Added: As of November 14, 2013 the agreement provisions for reaching 1,500 customers for 4,400,000 shares of the Company’s common stock has not been achieved.
+Added: All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $431,600.
The Company has not amortized this value as they deem the value to have an infinite useful life.
13 unchanged sentences
Instruments with primarily unobservable value drivers.
+Added: BIO-SOLUTIONS CORP.
+Added: (A DEVELOPMENT STAGE COMPANY)
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)
+Added: NOTE 12 - COMMITMENTS AND CONTINGENCIES
+Added: During July 2013 the Company signed a marketing services agreement with a consultant to provide certain services to include (i) create and produce a 30-minute infomercial for the Product with the goal of developing product messaging and positioning that is integrated with corporate strategy and achievement of short and long term sales objectives:
+Added: (ii) create and produce an abridged version of the infomercial for Internet marketing on social networks;
+Added: (iii) create and develop a four color print advertisement targeting specific magazines;
+Added: and (iv) provide media buying services for placement of the infomercial.
+Added: In further accordance with the terms and provisions of the marketing services agreement.
+Added: The Company shall pay the consultant a production fee, which shall consist of the issuance of an aggregate 15,000,000 shares of common stock of which 7,500,000 shares were issued to the consultant during August 2013.
+Added: The remaining 7,500,000 shares shall be issued upon completion of the infomercial.
+Added: As of November 14, 2013, these shares have not been issued to the consultant.
+Added: All shares of common stock issued to the consultant shall be subject to a registration statement on Form S-8.
+Added: During July 2013, the Company signed a six month agreement with a consulting firm to provide investor relations services for the Company.
+Added: The consulting firm was compensated with $5,000 and 2 million unregistered shares of the Company’s common stock.
+Added: The common stock was value at $20,000 or $0.01 and amortized over the life of the agreement.
+Added: As of November 14, 2013 these shares have not been issued to the consulting firm and are reflected as a liability for stock to be issued.
+Added: Legal matters
+Added: In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment, and other matters, which could involve substantial amounts of damages.
+Added: In the opinion of management, any liability related to any such known proceedings would not have a material adverse effect on the business or financial condition of the Company.
+Added: Additionally, from time to time, the Company may pursue litigation against third parties to enforce or protect the Company’s rights under the Company’s trademarks, trade secrets and intellectual property rights generally.
NOTE 13 - SUBSEQUENT EVENTS
1 unchanged sentence
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.
+Added: On November 7, 2013, the Company agreed to modify the terms of two $10,000 convertible promissory notes dated April 30, 2013.
+Added: The conversion rate was reduced from $0.01 per share and $0.005 per share, respectively, to $0.0015 per share.
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.