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Item 8. Financial Statements and Supplementary Data

2014-04-24 compared with 2011-09-29 · 357 added, 257 removed, 178 unchanged (78% of the section changed)

Financial Statements and Supplementary Data.

Financial Statements

The financial statements required by Item 8 are presented in the following order:

BIO-SOLUTIONS CORP.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

2 unchanged sentences

Balance Sheets as of December 31, 2012 and 2011

Statements of Operations and Accumulated Other Comprehensive Loss For the Years Ended December 31, 2010

Statements of Changes in Stockholders Equity (Deficit) For the Years Ended December 31, 2010 and 2009

Statements of Cash Flows For the Years Ended December 31, 2010 and 2009.

Statements of Operations and Accumulated Other Comprehensive Loss for the Years Ended December 31, 2012 and 2011 and Development Stage from October 1, 2011 to December 31, 2012

Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2012 and 2011 and Development Stage from October 1, 2011 to December 31, 2012

Statements of Cash Flows For the Years Ended December 31, 2012 and 2011 and Development Stage from October 1, 2011 to December 31, 2012

Notes to Financial Statements

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We have audited the accompanying balance sheets of Bio-Solutions Corp.

(the "Company") as of December 31, 2010 and 2009, and the related statements of operations and accumulated other comprehensive loss, changes in stockholders' equity (deficit) and cash flows for the years ended December 31, 2010 and 2009.

(the "Company") as of December 31, 2012 and 2011, and the related statements of operations and comprehensive loss, changes in stockholders' equity (deficit) and cash flows for the years ended December 31, 2012 and 2011 and for the statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the period October 1, 2011 through December 31, 2012 (Development Stage).

These financial statements are the responsibility of the Company’s management.

9 unchanged sentences

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Solutions Corp.

as of December 31, 2010 and 2009, and the results of its statements of operations and accumulated other comprehensive loss, changes in stockholders equity (deficit), and cash flows for the year ended December 31, 2010 and 2009 in conformity with U.S.

as of December 31, 2012 and 2011, and the results of its statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2012 and 2011 and for the statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the period October 1, 2011 through December 31, 2012 (Development Stage) in conformity with U.S.

generally accepted accounting principles.

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The Company has not generated significant revenue to this point, however, has been successful in raising funds in their private placement.

The lack of profitable operations and the need to continue to raise funds raise significant doubt about the Companys ability to continue as a going concern.

The lack of profitable operations and the need to continue to raise funds raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in this regard are described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

April 14, 2011

March 22, 2013

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

1 unchanged sentence

CURRENT ASSETS

Accounts receivable

Prepaid expenses

Total current assets

License, net of amortization

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Intellectual Property

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENECY)

CURRENT LIABILITIES

Accounts payable and accrued expenses

Liability for stock to be issued

Short - term loans

Short - term loans - related party

Short - term loans - related parties

Short - term loans - convertible

Due to officer

1 unchanged sentence

TOTAL LIABILITIES

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock, $0.001 par value, 200,000,000 shares authorized,

19,731,258 and 16,589,220 shares issued and outstanding, respectively

101,085,862 and 65,440,397 shares issued and outstanding as of

December 31, 2012 and 2011, respectively

Additional paid in capital

Deferred compensation

Accumulated deficit

Deficit accumulated during the development stage

Accumulated other comprehensive loss

Total stockholders' equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Total stockholders' equity (deficiency)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

The accompanying notes are an integral part of these financial statements.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

DECEMBER 31, 2010

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH DECEMBER 31, 2012

DEVELOPMENT STAGE

OCTOBER 1, 2011 to

DECEMBER 31, 2012

1 unchanged sentence

Beginning inventory

Purchases/Write-off of obsolete inventory

Ending inventory

2 unchanged sentences

OPERATING EXPENSES

Professional fees and wages

Professional fees

Amortization expense and impairment

8 unchanged sentences

STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Currency tranlation losses

Currency translation gains (losses)

TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS

1 unchanged sentence

BIO-SOLUTIONS CORP.

STATEMENTS OF CASH FLOW

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Deficit During

Comprehensive

Balance - December 31, 2010

Common shares issued for services

Common shares issued for settlement of accounts payable

Common shares issued for settlement of notes payable

Proceeds from issuance of common stock

Net loss for the year

Balance - September 30, 2011

Development Stage Period from October 1, 2011 to December 31, 2011

Common shares issued for services

Common shares issued for settlement of notes payable

Common shares issued for Type 2 Acquisition

Conversion of accounts payable to equity (Note 7)

Net loss for the year

Balance - December 31, 2011

Development Stage Period from October 1, 2011 to December 31, 2012

Common shares issued for liability for stock to be issued

Common shares issued for services

Common shares issued for compensation under employment agreement

Common shares issued for settlement of notes payable

Common shares issued for settlement of accounts payable

Conversion of accounts payable and notes payable to equity (Note 7)

Beneficial Conversion Feature of Notes Payable

Amortization of deferred compensation

Net loss for the year

Balance - December 31, 2012

The accompanying notes are an integral part of these financial statements.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH DECEMBER 31, 2012

DEVELOPMENT STAGE

OCTOBER 1, 2011 THROUGH

DECEMBER 31, 2012

DECEMBER 31, 2011

DECEMBER 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss

to net cash used in operating activities:

Amortization expense - license

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment expense

Common stock issued for services

Beneficial Conversion Feature of Notes Payable

Change in assets and liabilities

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

Increase (decrease) in accounts payable and accrued expenses

1 unchanged sentence

Net cash (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for license

Net cash (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of stock for cash

Short-term loans, net of repayments

Short-term loans - related party, net of repayments

Increase in cash overdraft

Advances from officers

Proceeds from short-term loans, net of repayments

Proceeds from short-term loans - related party, net of repayments

Proceeds from convertible notes payable, net of repayments

Net cash provided by financing activities

Effect of foreign currency

NET (DECREASE) IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for:

NONCASH OPERATING AND INVESTING ACTIVITIES:

Conversion of accounts payable to common stock

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31,2010 AND 2009

Comprehensive

Balance - December 31, 2008

Common shares issued for services

Net loss for the year

Balance - December 31, 2009

Common shares issued for services

Common shares issued for settlement of accounts payable

Net loss for the year

Balance - December 31, 2010

$ (2,144,311)

Conversion of notes payable and accrued interest to common stock

Conversion of liability to common stock

Acquisition of intellectual property of Type2 Defense for common shares

Conversion of accounts payable and notes payable to equity (Note 7)

The accompanying notes are an integral part of these financial statements.

BIO-SOLUTIONS CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

On March 27, 2007, Bio-Solutions Corp.

(the “Company”) was incorporated in the State of Nevada.

The Company is 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 to date has conducted three clinical studies that have demonstrated the positive impact of Nutra-Animal (chicken) on growth, reinforcement of the immune system, as well as the ratio of net weight of flesh.

The product has been approved for sale in Canada by the Canadian Food Inspection Agency under number 982676.

The Companys supplier for the distinctive raw material used in the Nutra-Animal blend has worldwide exclusive rights.

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.

1 unchanged sentence

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.

Bti formulations are FDA approved.

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.

1 unchanged sentence

All shares have been reflected retroactively in accordance with SAB Topic 14C.

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105-10, Generally Accepted Accounting Principles Overall (ASC 105-10).

ASC 105-10 establishes the FASB Accounting Standards Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S.

Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S.

GAAP for SEC registrants.

All guidance contained in the Codification carries an equal level of authority.

The Codification superseded all existing non-SEC accounting and reporting standards.

All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative.

The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts.

Instead, it will issue Accounting Standards Updates (ASUs).

The FASB will not consider ASUs as authoritative in their own right.

ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification.

References made to FASB guidance throughout this document have been updated for the Codification.

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

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 product will be completed in May 2013 with sales expected in June 2013.

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 $2,144,311 since inception, and needs to raise additional funds to carry out their business plan.

The Company has not generated significant revenues since inception and has generated losses totaling $3,442,575 since inception, of which $568,650 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.

2 unchanged sentences

These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.

In the opinion of management, the current funds raised to date will satisfy the working capital requirements for the next twelve months.

The Company estimates that they will need a $650,000 capital infusion will be required 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 Companys officers and directors may need to contribute funds to sustain operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Use of Estimates

2 unchanged sentences

Currency Translation

The Company operates in Canada, and certain accounts of the Company are reflected in currencies other than the U.S.

The Company operates in Canada and the United States, and certain accounts of the Company are reflected in currencies other than the U.S.

The Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates for currencies in the Canadian dollar.

2 unchanged sentences

Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations.

For the years ended December 31, 2010 and 2009, the Company recorded approximately ($26,758) and ($6,460) in translation losses, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For the years ended December 31, 2012 and 2011, the Company recorded $6,060 and $1,199 in translation losses, respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Comprehensive Income (Loss)

3 unchanged sentences

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 one financial institution that is insured by the Federal Deposit Insurance Corporation.

The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation.

Although the Company does not have any fixed assets at this point.

2 unchanged sentences

Costs of maintenance and repairs will be charged to expense as incurred.

Recoverability of Long-Lived Assets

The Company reviews their long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment.

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.

1 unchanged sentence

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.

During the year, the Company determined that their license was fully impaired and was required to adjust their balance sheets to reflect this.

During the years ended December 31, 2012 and 2011, respectively, the Company wrote off their inventory for $83,508 and a pre-paid production cost for $15,700.

Fair Value of Financial Instruments

1 unchanged sentence

The Company does not utilize derivative instruments.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Beneficial Conversion Features

ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash.

ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible.

ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.

The Company accounts for income taxes utilizing the liability method of accounting.

1 unchanged sentence

Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”).

This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach.

ASC 740-10 is effective for fiscal years beginning after December 15, 2006.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of December 31, 2012, no additional accrual for income taxes is necessary.

The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities.

The Company has not recorded any interest or penalties since its inception.

The Company files income tax returns in the U.S.

federal tax jurisdiction and various state tax jurisdictions.

The tax years for 2009 to 2011 remain open for examination by federal and/or state tax jurisdictions.

The Company is currently not under examination by any other tax jurisdictions for any tax year.

Revenue Recognition

The Company generates revenue from the sales of their products.

The criteria for recognition are as follows:

The Company currently has no revenue.

Once the Company emerges from the development state and generates revenue from the sales of our products, the following criteria for recognition will be utilized:

1) Persuasive evidence of an arrangement exists;

2 unchanged sentences

4) collectable is reasonably assured.

The Companys revenues are generated through the manufacturing of their products.

The Company ships their product to their suppliers.

It is policy that the Company recognizes revenues upon placement of the purchase order.

This is the time when the criteria established above has been determined to have been met.

The Company primarily ships product the same day as the purchase order is received.

The customer typically pays for product within a 30 day period;

therefore management has determined no allowance is required as of December 31, 2010.

The right of return does exist for a small period subsequent to sale.

However, there have been no refunds since inception.

(Loss) Per Share of Common Stock

The following is a reconciliation of the computation for basic and diluted EPS:

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(Loss) Per Share of Common Stock (Continued)

Weighted-average common shares

outstanding (Basic)

Weighted-average common stock

Stock options

Weighted-average common shares

outstanding (Diluted)

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 and warrants.

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 December 31, 2012, the total shares issuable upon conversion of convertible notes payable would be 9,349,524 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.

As of December 31, 2010, inventory of $87,758 and includes $69,424 of raw materials with the balance being finished goods, respectively.

Uncertainty in Income Taxes

The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes (ASC 740-10).

This interpretation requires recognition and measurement of uncertain income tax positions using a more-likely-than-not approach.

ASC 740-10 is effective for fiscal years beginning after December 15, 2006.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and has determined that as of December 31, 2010, no additional accrual for income taxes is necessary.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of December 31, 2012, the Company had no inventory.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Issued Accounting Standards

In September 2006, ASC issued 820, Fair Value Measurements .

ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.

Early adoption is encouraged.

The adoption of ASC 820 is not expected to have a material impact on the financial statements.

In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of ASC 320-10 , (ASC 825-10) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.

A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.

This statement is expected to expand the use of fair value measurement.

ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements .

ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parents ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parents ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years.

Early adoption is prohibited.

Management is determining the impact that the adoption of ASC 810-10-65 will have on the Companys financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805, Business Combinations (ASC 805).

ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination.

ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.

ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.

ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Issued Accounting Standards (Continued)

ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.

Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.

This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.

Early adoption is not permitted and the ASC is be applied prospectively only.

Upon adoption of this ASC, there would be no impact to the Companys results of operations and financial condition for acquisitions previously completed.

The adoption of ASC 805 is not expected to have a material effect on the Companys financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities , (ASC 815).

ASC 815 requires enhanced disclosures about an entitys derivative and hedging activities.

These enhanced disclosures will discuss:

how and why an entity uses derivative instruments;

how derivative instruments and related hedged items are accounted for and its related interpretations;

and how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows.

ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

Effective April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855).

ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.

It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date that is, whether that date represents the date the financial statements were issued or were available to be issued.

This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented.

Adoption of ASC 855 did not have a material impact on the Companys results of operations or financial condition.

In April 2008, the FASB issued ASC 350, Determination of the Useful Life of Intangible Assets.

The Company adopt ASC 350 on October 1, 2008.

The guidance in ASC 350 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption.

The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Issued Accounting Standards (Continued)

Effective July 1, 2009, the Company adopted FASB ASU No.

2009-05, Fair Value Measurement and Disclosures (Topic 820) (ASU 2009-05).

ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures Overall , for the fair value measurement of liabilities.

ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques.

ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability.

ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements.

Adoption of ASU 2009-05 did not have a material impact on the Companys results of operations or financial condition.

In January 2010, the Company adopted FASB ASU No.

2010-06, Fair Value Measurement and Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements (ASU 2010-06).

These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements.

The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements.

The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques.

These new disclosures are effective beginning with the first interim filing in 2010.

The disclosures about the rollforward of information in Level 3 are required for the Company with its first interim filing in 2011.

The Company does not believe this standard will impact their financial statements.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855):

Amendments to Certain Recognition and Disclosure Requirements.

This update addresses both the interaction of the requirements of Topic 855, Subsequent Events, with the SECs reporting requirements and the intended breadth of the reissuance disclosures provision related to subsequent events (paragraph 855-10-50-4).

The amendments in this update have the potential to change reporting by both private and public entities, however, the nature of the change may vary depending on facts and circumstances.

Adoption of ASU 2010-09 did not have a material impact on the Companys results of operations or financial condition.

Other ASUs that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

STOCKHOLDERS EQUITY (DEFICIT)

In May 2011, FASB issued Accounting Standards Update (ASU) No.

2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.

GAAP and IFRSs .

FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements.

The new requirements are effective for fiscal years beginning after December 15, 2011.

The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.

In September 2011, FASB issued ASU No.

2011-05, Presentation of Comprehensive Income , which amends the disclosure and presentation requirements of Comprehensive Income.

Specifically, FASB ASU No.

2011-05 requires that all non-owner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components.

These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted.

In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment , which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount;

performance of the two-step impairment test is no longer required.

This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.

Adoption of this guidance is not expected to have any impact on the Company’s results of operations, cash flows or financial position.

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.

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.

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)

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.

Between June and October 2007 the Company issued 11,143,838 shares of common stock in a private placement for $136,650.

During the period July 1, 2008 through September 30, 2008 the Company raised $82,662 through the sale of 505,802 shares of common stock.

In October 2008 the Company entered into agreements with consultants that performed services for the Company.

At that time, the Company issued the consultants 1,860,000 shares of common stock valued at $.17 per share (the value the Company received cash for their shares at the same time).

The value of $310,000 is reflected in the statements of operations for the year ended December 31, 2008.

The Company in December 2008 issued 1,249,618 shares of stock in conversion of $125,000 of notes payable (approximately $.10 per share).

The Company issued 1,830,000 shares of stock for the year ended December 31, 2009 to various consultants (including 450,000 shares to the CEO under the employment agreement) at a value ranging between $0.22 and $0.42 per share or $597,395.

The Company issued 870,000 shares of stock for the three months ended March 31, 2010 to various consultants (including 450,000 shares to the CEO under the employment agreement) at a value ranging between $0.17 and $0.23 per share or $186,250.

The Company issued 672,000 shares of stock for the three months ended June 30, 2010 to various consultants (432,000 shares) at a value ranging between $0.125 and $0.275 per share or $64,800 and 240,000 shares of stock in satisfaction of accounts payable valued at $30,000 ($0.125 per share).

In October 2012, the Company increased the authorized common shares to 200,000,000.

The Company issued 870,000 unregistered shares of the Company’s stock for the three months ended March 31, 2010 to various consultants (including 450,000 shares to the CEO under the employment agreement) at a value ranging between $0.17 and $0.23 per share or $186,250.

The Company issued 672,000 unregistered shares of the Company’s stock for the three months ended June 30, 2010 to various consultants at a value ranging between $0.125 and $0.275 per share or $64,800 and 240,000 shares of stock in satisfaction of accounts payable valued at $30,000 ($0.125 per share).

On June 30, 2010, the Company approved a 1.20 to 1 stock split that increased the common shares.

The shares have been reflected retroactively herein under SAB Topic 14C.

The Company issued 750,000 shares of stock for the three months ended September 30, 2010 to various consultants at a value ranging between $0.06 and $0.10 per share or $51,000.

The Company issued 850,000 shares of stock for the three months ended December 31, 2010 to a consultant at a value of $0.04 per share or $34,000.

The Company issued 750,000 unregistered shares of the Company’s stock for the three months ended September 30, 2010 to various consultants at a value ranging between $0.06 and $0.10 per share or $51,000.

The Company issued 850,000 unregistered shares of the Company’s stock for the three months ended December 31, 2010 to a consultant at a value of $0.04 per share or $34,000.

On March 27, 2011, the Company filed Form S-8 for our 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock.

We issued 15,470,000 under this plan.

During April 2011, the Company issued 1,400,000 registered shares of the Company’s common stock to two consultants for investor relations and other services compensation.

These shares were valued from $0.05 to $.055 per share or $74,617.

During April 2011, officers, directors and related parties were issued 3,000,000 registered shares of the Company’s common stock for director, officer and administrative services compensation.

These shares were valued at $0.08 per share or $240,000.

During April 2011, the Company issued 571,428 unregistered shares of the Company’s common stock to two consultants for services to the Company.

The Shares were valued from $0.07 to $0.08 per share or $42,500.

During April 2011, a related party was issued 500,000 unregistered shares of the Company’s common stock for administrative services compensation.

These shares were valued at $0.08 per share or $40,000.

During April 2011, the Company issued 320,000 registered shares of the Company’s common stock to settle a note payable.

These shares were valued at $0.021 per share or $6,806.

During April 2011, the Company issued 350,000 registered shares of the Company’s common stock to settle an account payable.

These shares were valued at $0.021 per share or $7,444.

During May 2011, the Company issued 839,951 unregistered shares of the Company’s common stock to settle two accounts payable.

These shares were valued at $0.03 per share or $25,669.

During May 2011, the Company sold 383,160 unregistered shares of the Company’s common stock for working capital.

These shares were valued at $0.03 per share or $11,480.

During May 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for investor relations compensation.

These shares were valued at $0.04 per share or $36,000.

During June 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for services to the Company.

These shares were valued at $0.03 per share or $27,000.

During July 2011, a director was issued 250,000 unregistered shares of the Company’s common stock for director compensation.

These shares were valued at $0.04 per share or $10,000.

During August 2011, the Company issued 900,000 registered shares of the Company’s common stock to a consultant for investor relations compensation.

These shares were valued at $0.025 per share or $22,500.

During September 2011, the Company issued 1,000,000 unregistered shares of the Company’s common stock to an officer as partial settlement of salary.

These shares were valued at $0.103 per share or $102,510.

During September 2011, the Company issued 2,324,600 unregistered shares of the Company’s common stock to settle three notes payable and related accrued interest.

These shares were valued from $0.094 to $0.118 per share or $247,002.

During September 2011, officers, directors and related parties were issued 7,500,000 registered shares of the Company’s common stock for director, officer and administrative services compensation.

These shares were valued at $0.015 per share or $112,500.

During September 2011, the Company issued 200,000 registered shares of the Company’s common stock to a consultant for services compensation.

These shares were valued at $0.014 per share or $2,700.

During October 2011, the Company issued 20,000,000 unregistered shares of the Company’s common stock for the acquisition of the Type 2 Defense product.

These shares were valued at $0.01 per share or $200,000.

During October 2011, the Company issued 770,000 unregistered shares of the Company’s common stock to settle accounts payable.

These shares were valued at $0.013 per share or $10,000.

During November 2011, the Company issued 600,000 unregistered shares of the Company’s common stock for the acquisition of the Type 2 Defense product.

These shares were valued at $0.011 per share or $6,600.

During December 2011, the Company issued 3,000,000 unregistered shares of the Company’s common stock to settle a note payable.

These shares were valued at $0.003 per share or $9,861.

During September and December 2011, three consultants earned 1,650,000 unregistered shares of the Company’s common stock for services to the Company.

These shares were valued from $0.01 to $0.06 per share or $41,500 and were issued on February 22, 2012.

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 $53,500.

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 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 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 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.

As of December 31, 2012, the Company has 101,085,862 shares of common stock issued and outstanding.

The Company has not issued any options or warrants to date.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

RELATED PARTY TRANSACTIONS

The Company conducts business with another company owned by an officer of the Company.

The Company purchases goods and uses office space in the other companys offices.

For the years ended December 31, 2010 and 2009 the Company incurred $4,308 and $17,795, respectively in inventory and other expenses to this company.

The Company was advanced $4,858 from officers during the year ended December 31, 2008 and remain outstanding as of December 31, 2010.

These amounts are short-term in nature as they are due on demand, and the Company has not been charged interest.

The Company anticipates repayment of these advances within the next twelve months.

SHORT-TERM LOANS

The Company was advanced $125,000 from seventeen (17) individuals/companies for amounts ranging between $5,000 and $45,000 each during the year ended December 31, 2008.

These amounts were converted into 1,041,348 shares of common stock.

In December 2008, the Company entered into three notes payable on demand in the amounts of $20,000 (CD$), $10,000 (CD$) and $24,990 (CD$) loan.

All of these loans accrue interest at 5% per annum.

The Company has repaid $7,530 (CD$) at the end of December 2008, and has $17,460 (CD$) remaining due on this note.

In addition, the Company in the year ended December 31, 2009, was advanced another $123,277 (CD$).

In the year ended December 31, 2010, the Company was advanced $120,686 (CD$) (net) for additional working capital.

The total outstanding due on these notes as of December 31, 2010 is $291,423 (CD$) or $292,997 (US$).

Of this amount, $49,227 (US$) was advanced by the Companys President and is noted as short-term loans related party on the balance sheet.

The Company had accrued interest at 5% to 10% per annum on these notes and accrued $26,115 as of December 31, 2010.

Interest expense for the years ended December 31, 2010 and 2009 is $17,893 and $5,196, respectively.

MAJOR CUSTOMERS

100% of the Companys revenue was generated by one and three customers for the years ended December 31, 2010 and 2009.

All of the customers were considered to be major customers.

A major customer is one that represents at least 10% of the Companys revenue.

The Company does not consider this risk to be significant.

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

PROVISION FOR INCOME TAXES

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.

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

NOTE 5 - 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 $1,597 and $1,522 at December 31, 2012 and 2011, respectively.

This noted is included as short-term loans – related party on the balance sheet.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

On March 27, 2009, the Company entered into a promissory note payable on demand for $10,000 (CD$).

The note accrued interest at 5% per annum.

On November 30, 2012, the Company amended the note to add a conversion feature that permits the holder, at any time, to convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share.

As part of the new agreement, the holder of the note waived all interest including interest previously accrued.

During December 2011, $7,500 CAD was converted into 3,000,000 shares of the Company’s common stock at $0.0025 per share.

During December 2012 the remaining $2,500 CAD was converted into 1,000,000 registered shares of the Company’s common stock at $0.0025 per share to fully satisfy the promissory note.

On April 9, 2009, the Company entered into a promissory note payable on demand for $10,000 (CD$).

The note accrued interest at 5% per annum.

On April 30, 2012, the Company amended the note to add a conversion feature that permits the holder, at any time, to convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share.

As part of the new agreement, the holder of the note waived all interest including interest previously accrued.

During November and December 2012, $10,000 CAD was converted into 4,000,000 registered shares of the Company’s common stock at $0.0025 per share to fully satisfy the promissory note.

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 1,000,000 unregistered shares and 640,000 registered shares of the Company’s common stock, respectively, at $0.0025 per share.

The unpaid balance including accrued interest was $4,314 and $8,218 at December 31, 2012 and December 31, 2011, respectively.

On March 31, 2012, the Company issued a $15,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of December 31, 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.

During October 2012, $15,000 plus $375 for accrued interest was converted into 1,708,334 registered shares of the Company’s common stock at $0.009 per share to fully satisfy the promissory note.

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.

The unpaid balance including accrued interest was $2,641 at December 31, 2012.

On April 20, 2012, the Company issued a $5,000 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.

During December 2012, $5,000 plus $228 for accrued interest was converted into 578,120 registered shares of the Company’s common stock at $0.009 per share to fully satisfy the promissory note.

On May 10, 2012, the Company issued a $2,600 convertible note to the Company’s CFO.

The loan bears interest at 5% and has a maturity date of November 15, 2012.

In addition, at any time, the Company’s CFO may convert the note into shares of the Company’s common stock at an exercise price of $.009 per share.

The unpaid balance including accrued interest was $2,714 at December 31, 2012.

On May 15, 2012, the Company issued a $3,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of November 15, 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 $.009 per share.

During December 2012, $3,500 plus $166 for accrued interest was converted into 399,011 registered shares of the Company’s common stock at $0.009 per share to fully satisfy the promissory 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.

The unpaid balance including accrued interest was $30,813 at December 31, 2012.

On August 22, 2012, the Company issued a $20,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of January 22, 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.

The unpaid balance including accrued interest was $20,198 at December 31, 2012.

As of December 31, 2012, the total short-term loans - convertible amounted to $60,680 including $1,480 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 $34,296 year ended December 31, 2012, in the accompanying statement of operations for the beneficial conversion feature based on the fair market value of $0.01 per share of the Company’s common stock at December 31, 2012.

NOTE 7 - MAJOR CUSTOMERS

The Company generated no sales during the year ended December 31, 2012 and 2011.

NOTE 8 - PROVISION FOR INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.

4 unchanged sentences

Valuation allowance

At December 31, 2010, the Company had a net operating loss carry forward in the amount of $2,144,311, available to offset future taxable income through 2030.

At December 31, 2012, the Company had a net operating loss carry forward in the amount of $3,442,575, available to offset future taxable income.

The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

3 unchanged sentences

Valuation allowance

BIO-SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

LICENSE AGREEMENT

NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES PAYABLE TO EQUITY

On September 11, 2008, the Company entered into a License Agreement with Oceanutrasciences Inc., a Canadian company (“ONS”) (the “Agreement”)/ The Agreement is for a term of three years from September 11, 2008 to September 11, 2011.

2 unchanged sentences

The Company paid the initial payment of $50,000 (CD$), with the remaining payments due $50,000 (CD$) on October 31, 2008 and $50,000 (CD$) on December 31, 2008.

The Company has made a $25,000 (CD$) payment in December 2008, and as of December 31, 2009 and through November 26, 2010 owed $75,000 (CD$), which was reflected in accounts payable and accrued expenses on the balance sheet.

On November 26, 2010, ONS has filed bankruptcy in Canada.

ONS has sold their assets to another company.

The Company is in process of negotiating the payments and terms of the license with this other entity when they received notice that this debt had been written off by ONS.

The Company was amortizing the license fee over the 36 month term of the Agreement.

Amortization expense for the years ended December 31, 2010 and 2009 are $48,541 and $43,971, respectively.

The remaining $34,967 of unamortized license fees have been impaired by Management as of December 31, 2010.

FAIR VALUE MEASUREMENTS

Amortization expense for the year ended December 31, 2010 was $48,541.

The remaining $34,967 of unamortized license fees has been deemed impaired by Management as of December 31, 2010.

On May 15, 2012, the Company obtained a legal opinion that the $75,000 (CD$) balance due to ONS should not be recognized as an amount owed by Bio-Solutions and may be written off at December 31, 2011.

The legal opinion contains a four part justification, first, the contract was never fulfilled by ONS, second, the September 20, 2009 ONS bankruptcy documents did not recognize the $75,000 (CD$) as an asset of ONS, third, subsection 10.1 of the Agreement provides for the right of one party to request the Agreement be resiliated in the event one party files for bankruptcy and finally, the contractual prescription in the province of Quebec, Canada, for similar contracts is three (3) years.

At December 31, 2011, the Company wrote-off the $73,748 (US$) as a conversion of accounts 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-of the net amount of $217,811 as a conversion of accounts payable and notes payable to equity.

At December 31, 2012, Mr.

Chaumillon is owed $9,000.

NOTE 10 - INTELLECTUAL PROPERTY

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.

As of March 22, 2013, the agreement provisions for achieving operational milestones for 10,000,000 shares of the Company’s common stock and reaching 1,500 customers for 9,400,000 shares of the Company’s common stock have not been achieved.

All assets other than the intellectual property had a fair value of $0, with the intellectual property being valued at $206,600.

The Company has not amortized this value as they deem the value to have an infinite useful life.

The Company performed an impairment test as of December 31, 2012 and concluded that based on discounted cash flows for the Type 2 product, the related intellectual property asset for $206,600 was not impaired.

NOTE 11 - FAIR VALUE MEASUREMENTS

The Company adopted certain provisions of ASC Topic 820.

11 unchanged sentences

Instruments with primarily unobservable value drivers.

The Company entered into a Letter of Intent for the commercialization of GreenEx its main product, targeting Malaria vectors in the Democratic Republic of Congo.

GreenEx is an organic insecticide available in solid or liquid form which neutralizes and eradicates up to 98% of the larvae, within only 24 hours.

Malaria is the most dangerous disease transmissible by mosquitoes that is known.

The Kinhasa district authorities will apply for funds in order to start a pilot trial on their territory.

This pilot trial has been designed to show on site efficiency of GreenEx and was expected to take place in the second quarter of 2010.

This pilot trial is expected to be the final step to a commercial supply agreement with district authorities.

The trial is expected to now take place in 2011.

On August 17, 2009, the Company entered into an employment agreement with their CEO.

The agreement has a one-year term, however can be extended for additional one-year terms unless terminated by either party.

The CEOs compensation under the agreement is for a $100,000 (CD$) salary as well as the issuance of 900,000 shares of stock.

450,000 of those shares were issued in August 2009 and the remaining 450,000 shares were issued in January 2010.

NOTE 12 - SUBSEQUENT EVENTS

During January 2013, the Company signed an agreement with a consultant for website services.

The terms of the agreement include a fee of $15,000 or 1,500,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013.

The shares were valued at $0.01 per share.

The shares were issued on March 8, 2013.

During January 2013, a consultant was granted 2,000,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for legal services to the Company.

The shares were valued at $0.013 per share or $26,000.

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 $0.014 per share or $28,000.

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 $0.011 per share or $6,875.

The shares were issued on March 8, 2013.

During January, 2013, the Company issued a $12,000 promissory note to an individual.

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

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 $0.011 per share or $50,000.

The shares were issued on March 15, 2013.

During January 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.

This transaction will result in the recording a derivative liability in the Company’s financial statements during the Quarter ended March 31, 2013.

During January 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.

During February, 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.

During January and February 2013, convertible promissory notes 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, 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.

This transaction will result in the recording a derivative liability in the Company’s financial statements during the Quarter ended March 31, 2013.

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

The product will completed in in May 2013 with sales expected in May and June 2013.

During March 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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data