What changed in this filing

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Item 2. Management’s Discussion and Analysis

2013-11-14 compared with 2013-08-02 · 45 added, 30 removed, 107 unchanged (41% 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 June 30, 2013.

On March 27, 2007, Bio-Solutions Corp.

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

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.

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

The Company elected to enter the development stage on October 1, 2011.

The first production run of the Company’s Type 2 Defense product was completed during June 2013.

On July 8, 2013 the Company announced our product was available for on-line sales on Amzon.com.

On July 9, 2013, the Company announced our product was available for on-line sales from our www.Type2Defense.com website.

The first sale was completed in July 2013.

As the Company only had nominal sales in the three months ended September 30, 2013, they have remained in the development stage.

The Company will closely monitor their sales and determine at which point in time they will emerge from the development stage.

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.

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

Fulfillment will be handled by a third party fulfillment house.

We are working on an infomercial that is scheduled for completion in November 2013.

We will likely require additional working capital to fully implement our business plan for 2013.

1 unchanged sentence

Results of Operations

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 June 30, 2013 and 2012, we had no gross profit.

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

We generated revenues of $224 for the three months ended September 30, 2013 compare to no revenues for the three months ended September 30, 2012.

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

Gross Profit.

For the three months ended September 30, 2013 we reported a $12,851 gross loss as a result of heavy sample shipments for marketing activities compared to no gross loss for the three months ended September 30, 2012.

Operating Expenses.

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.

For the three months ended September 30, 2013, we had total operating expenses of $220,208, as compared to total operating expenses of $208,965 for the three months ended September 30, 2012.

The increase of $11,243 or 5% in operating expenses between the two periods is primarily due to an approximate $6,200 increase in stock based compensation for investor relations and an increase of approximately $5,000 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 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.

For the three months ended September 30, 2013, after interest income of $107,492 and a $21,000 loss from conversion of debt, we had a net loss of $146,567 or $0.001 per share.

In comparison, for the three months ended September 30, 2012, after interest expense of $73,975, we had a net loss of $282,940 or $0.004 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.

For the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

We generated revenues of $224 for the nine months ended September 30, 2013 compare to no revenues for the nine months ended September 30, 2012.

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

Gross Profit.

For the nine months ended September 30, 2013 we reported a $12,851 gross loss as a result of heavy sample shipments for marketing activities compared to no gross loss for the nine months ended September 30, 2012.

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.

For the nine months ended September 30, 2013, we had total operating expenses of $698,281 as compared to total operating expenses of $237,219 for the nine months ended September 30, 2012.

The increase of $461,062 in operating expenses between the two periods is primarily due to an approximate $402,000 increase in professional fees paid for by the issuance of common stock, an approximate $46,000 increase for other professional fees and an approximate $13,000 increase in other general and administrative expense.

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.

For the nine months ended September 30, 2013, after interest income of $5,235 and a $21,000 loss from conversion of debt, we had a net loss of $726,897 or $0.005 per share.

In comparison, for the nine months ended September 30, 2012, after interest expense of $238,032, we had a net loss of $475,251 or $0.007 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 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.

As of September 30, 2013 our current assets totaled $33,132 consisting of $269 in cash and $27,904 of inventory for our initial production run of our Type 2 Defense product and prepaid expense of $4,959 for unused boxes of our Type 2 Defense product.

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

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.

Our current liabilities were $242,449 as of September 30, 2013, which was represented by accounts payable and accrued expenses of $123,080, a liability for stock to be issued of 20,000, a short term loan of $6,000, a short term loan to a related party of $1,653 and convertible notes payable of $91,716.

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

We had a working capital deficit of $209,317 at September 30, 2013.

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

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The loan bears interest at 5% and is payable on demand.

On September 24, 2013, the note was sold to a third party.

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.

On January 28, 2013, we issued a $12,500 convertible note to an individual.

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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 November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.

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.

On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.

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

13 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 $.005 per share.

On August 2, 2013, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of February 2, 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”.

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

Our Plan of Operation for the Next Six Months.

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

Our Plan of Operation for the Next Twelve Months.

During June a third party co-packer 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.

1 unchanged sentence

Fulfillment will be handled by a third party fulfillment house.

We will most likely require additional working capital to fully implement our business plan for 2013.

In November we will finalize our infomercial.

We will most likely require additional working capital to fully implement our business plan for 2013 and 2014.

We have no commitment for additional funding.

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.

Our business strategy for the next six months will be to implement on-line sales of our Type2 Defense product, roll-out the infomercial and increase our marketing efforts.

At September 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.

13 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