What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2014-04-24 compared with 2011-09-29 · 146 added, 139 removed, 116 unchanged (71% of the section changed)

2 unchanged sentences

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure.

Based upon their evaluation of those controls and procedures performed as of December 31, 2010, the date of this report, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were not effective.

Our management does not have any current plans to remediate the weakness as we believe in order to remediate the weakness, we will need to raise capital hire additional accounting personal

Based upon their evaluation of those controls and procedures performed as of December 31, 2012, the date of this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective.

Management's annual report on internal control over financial reporting.

Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2010.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework.

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer believe that, as of December 31, 2010, our internal control over financial reporting is not effective based on those criteria, due to the following:

lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the

disbursements related thereto due to our very limited staff, including our accounting personnel.

This weakness was identified by our Chief Financial Officer in December 2007 after we filed our initial Registration Statement on Form SB-2.

We believe this weakness first began at our inception as we are a small operating company with limited accounting personnel.

Our management does not have any current plans to remediate the weakness as we believe in order to remediate the weakness, we will need to raise capital hire additional accounting personal.

We believe the cost to hire additional accounting personal will be approximately $30,000 per year.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting.

Those compensation procedures and processes include constant informal communications between our Chief Executive Officer and Chief Financial Officer as well as each of their active involvement, review and monitoring of our cash and disbursements, which we believe compensates for a lack of segregation of duties controls.

Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this report.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets;

provide reasonable assurance that The Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statement.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, the Company conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2012.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

In connection with the assessment described above, management identified the following control deficiency that represents material weaknesses at December 31, 2012:

Due to the limited number of Company personnel, a lack of segregation of duties and responsibilities with respect to our cash and control over the disbursements related thereto.

An essential part of internal control is for certain procedures to be properly segregated and the results of their performance are adequately reviewed.

This is normally accomplished by assigning duties so that no one person handles a transaction from beginning to end and incompatible duties between functions are not handled by the same person.

As a result of this material weakness described above, management has concluded that, as of December 31, 2012, the Company’s internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

The Company intends to augment the Company’s internal controls procedures and expand the Company’s accounting staff.

The Company intends to initiate measures to remediate and refine the Company’s internal controls to address this identified material weakness as the Company grows and obtains a stronger cash position that would justify additional expenditures.

Changes in Internal Control Over Financial Reporting

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Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our executive officer and director.

The following table sets forth information regarding our executive officers and directors:

William Gallagher

Chief Executive Officer, Chief Financial Officer, Director

Former Director

Gilles Chaumillon

president, chief executive officer

Former President, Chief Executive Officer

Gilbert Pomerleau

vice president, chief financial officer, director

Ghislaine St-Hilairee

vice president and secretary, director

Former Chief Financial Officer, Director

Ghislaine St-Hilaire

Former Director

William Gallagher.

Gallagher has over 40 years of investment banking experience having participated in private placements, syndications, corporate restructuring and initial public offerings.

In 1992 he founded and is the president of JagCapital, Inc.

a merchant bank headquartered in San Antonio, Texas and specializing in the hospitality industry, consumer products and energy transactions.

From 1994-1998 he served as chairman and chief executive officer of Harvest Restaurant Group, a rotisserie chicken restaurant chain.

In 1989 he founded Billy Blues BBQ sauce;

and served as its chief executive officer until 1995.

Billy Blues owned the nationally known Chris & Pitts Barbecue Sauce.

From 2004 through 2006 he served as chairman and chief executive officer of Sweet Success Corporation.

JagCapital, Inc.

continued to consult with various companies including Organic Alliance Inc., an organic fruits and vegetables company in Salinas, California and Nest Ventures, a venture capital company in Scottsdale Arizona.

Gallagher is a graduate of the University of Texas.

Gallagher joined the board on October 10, 2011 and was appointed Chief Financial Officer.

He was appointed Chief Executive Officer in June 2012.

Metzger is a skilled business executive having served as a chief executive officer, president, chief operating officer of multiple hotel and restaurant companies.

He has special understanding and expertise in all aspects of the food service and hospitality industry including strategic planning, concept development, construction, financial development and management, human resources and marketing.

In 2006 he formed the South Seas Restaurant Management Company which operated Little Caesars Pizza and Buffalo Wild Wings in the Hawaiian Islands.

From 2004-2006 he serves as president and chief operating officer of Heart of America Restaurants and Inn’s (“HOARI”).

HOARI operated eight different full service restaurant brands and seven different hotel franchise brands together with the Wild Wood Lodges brand.

From 2001 through 2004 he served as president and chief financial officer of W P Pacific, Inc.

W P Pacific owned and operated Wolfgang Puck Café’s, Wolfgang Puck Express, Cucina Presto, Cucina-Cucina restaurants and the Coffee and Tea Leaf coffee shops.

From 1999 through 2001 her served as chief executive officer and president of Sizzler USA, Inc.

which is engaged in the operation, development and franchising of Sizzler Family Steakhouse.

Prior to this, Mr.

Metzger had executive level positions with Wrapsters, Inc., Kenny Rogers Roasters International, Inc.

and Mid Atlantic Restaurant Systems.

He earned an undergraduate and masters of Science degree from LaSalle University in hotel and restaurant management.

Metzger joined the board on October 10, 2011.

Mark Solomon.

Solomon was appointed to the board during July 2011.

On February 15, 2012, Mr.

Solomon tendered his resignation as a director of Bio-Solutions, Corp.

Gilles Chaumillon.

Gilles Chaumillon has been the president and chief executive officer since April 22, 2009.

From 2004 to 2008, Dr.

Gilles Chaumillon served as Senior Director, Project Management for BioSyntech Inc., a biotechnology company located in Canada and listed on the TSX stock exchange.

Prior to 2004, he was General Manager and Business Development Director of a Contract Research Organization.

He began his career at Æterna-Zentaris as Director in charge of collaboration network and process development.

His experience encompasses product and process development, manufacturing and also business development, strategic planning and commercialisation.

Chaumillon is a member of Quebec MBA Association (AMBAQ) and also an active member Quebec Biotech Association (BIOQUEBEC) where he is president of the membership committee.

Chaumillon holds a PhD degree in marine biology from Laval University of Québec City and a MBA in Biotech Management from University of Quebec at Montreal.

Chaumillon is not an officer or director of any other reporting company.

On June 15, 2012, Dr.

Chaumillon tendered his resignation as an officer and director of Bio-Solutions, Corp.

Gilbert Pomerleau .

Pomerleau has been vice president, chief financial officer and a director since our inception.

Pomerleau started his career in his family business of breeding poultry, pigs and cows.

During this time, Mr.

Pomerleau developed an interest for new and innovative breeding techniques.

The family owned farm produces more than 165,000 chickens per year.

Pomerleau initiated the use of the marine based natural supplements in the daily diet of 30,000 chickens.

Pomerleau is not a director or officer of any other reporting company.

On October 10, 2011, Mr.

Pomerleau tendered his resignation as an officer and director of Bio-Solutions, Corp.

Ghislaine St-Hilaire .

Ghislaine St-Hilaire has been a vice-president, secretary and a director since our inception.

She is responsible for the daily management of our operations.

Ghislaine St-Hilaire has been working in business management for the past thirty years, with small and medium size businesses, supporting them with her expertise in accounting.

She has worked in international business with the Canadian International Development Agency.

St-Hilaire is not a director of any other reporting company.

In July 2011, Ms.

St-Hilaire tendered her resignation as vice president and secretary and director of Bio-Solutions, Corp.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected.

As such, Gilbert Pomerleau and Ghislaine St-Hilaire will continue to serve as directors until replacements are appointed, or until shareholders elect new directors.

All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist) serve at the discretion of the board.

Currently, directors receive no compensation.

There are no family relationships between any of our officers or directors, though Ms.

St-Hilaire may be considered the common-law spouse of Roger Corriveau, our former president, chief executive officer and a former director.

There are no family relationships between any of our officers or directors.

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.

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The Board will consider qualified candidates suggested by stockholders for director nominations.

Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary, Ghislaine St-Hilaire at 14517, Joseph Marc Vermette, Mirabel (Québec), Canada J7J 1X2.

Stockholders can suggest qualified candidates for director nominations by writing to our board of directors at 1250 NE Loop 410, San Antonio, TX 78209.

Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration.

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and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert.

However, the board of directors believes that there are not any audit committee members who has obtained these attributes through the experience specified in the SECs definition of audit committee financial expert. Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as audit committee financial experts, as competition for these individuals is significant.

However, the board of directors believes that there is not any audit committee members who have obtained these attributes through the experience specified in the SEC’s definition of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” as competition for these individuals is significant.

The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.” We believe the cost related to retaining a financial expert at this time is prohibitive.

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The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our chief executive officer and our other executive officers for years ended December 31, 2012 and 2011.

Our Board of Directors may adopt an incentive stock option plan for our executive officers which would result in additional compensation.

On March 29, 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 19,711,000 under this plan to officers, directors and others.

The registered shares noted below were issued under this plan.

Annual Compensation

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All Other Compensation

Total Compensation

Restricted Stock Awards ($)

Securities Underlying Options/SARs (#)

LTIP Payouts ($)

Roger Corriveau former officer, and director

Gilbert Pomerleau, chief financial officer, director

Ghislaine St-Hilaire, vice president, secretary, director

Gilles Chaumillon, president, chief executive officer

$165,000 shares (1)

375,000 shares were issued in January 2010;

dollar value is shown using share price of $0.22 as of April 15, 2010..

Roger Corriveau,

former officer, and director

Gilbert Pomerleau,

former chief financial officer, director

Ghislaine St-Hilaire,

former vice president, secretary, director

Gilles Chaumillon,

former president, chief executive officer, director

William Gallagher,

chief executive officer, chief financial officer, director

Mark Solomon,

former director

Value of 1,000,000 registered shares issued in April 2011 at $0.08 per share;

plus value of 500,000 unregistered shares issued in April 2011 at $0.08 per share;

plus, value of 3,500,000 registered shares issued in September 2011 at $0.015 per share.

Value of 500,000 registered shares issued in April 2011 at $0.08 per share;

plus, value of 1,000,000 registered shares issued in September 2011 at $0.015 per share.

Value of 500,000 registered shares issued in April 2011 at $0.08 per share.

Value of 1,000,000 registered shares issued in April 2011 at $0.08 per share;

plus, value of 3,000,000 registered shares issued in September 2011 at $0.015 per share.

Value of 15,000,000 unregistered shares issued in October 2012 at $0.015 per share in accordance with Mr.

Gallaher’s employment agreement dated July 1, 2012.

Value of 2,000,000 unregistered shares issued in July 2012 at $0.013 per share.

Value of 250,000 unregistered shares issued in July 2012 at $0.022 per share.

Value of 250,000 unregistered shares issued in July 2011 at $0.04 per share.

Employment Contracts and Termination of Employment.

Other than the agreement we have with Mr.

Chaumillon, described below, we do not anticipate that we will enter into any other employment contracts with any of our employees.

We also have no other plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement), other than our agreement with Mr.

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expires on December 31, 2013.

According to the contract, Mr.

Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share.

The shares were issued in October 2012.

Gallaher has an employment contract.

We have no other plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment as a result of resignation or retirement.

On August 17, 2009, we entered into an employment agreement with Gilles Chaumillon, our CEO.

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375,000 of those shares were issued in August 2009 and the remaining 375,000 shares were issued in January 2010.

Chaumillon’s contract was not renewed at August 17, 2011.

Outstanding Equity Awards.

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Roger Corriveau former officer, and director

Gilbert Pomerleau, chief financial officer, director

Ghislaine St-Hilaire, vice president, secretary, director

Gilbert Pomerleau, former chief financial officer, director

Ghislaine St-Hilaire, former vice president, secretary, director

Gilles Chaumillon, president, chief executive officer

No Equity Compensation Plan.

We do not have any securities authorized for issuance under any equity compensation plan.

William Gallagher, chief financial officer, director

Metzger, director

Mark Solomon, former director

Equity Compensation Plan.

On March 29, 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 19,711,000 under this plan to officers, directors and others.

Stock Options/SAR Grants .

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Director Compensation.

Since March 27, 2007 through December 31, 2010, none of our directors received compensation solely by virtue of their serving on the Companys Board of Directors.

Since March 27, 2007 through December 31, 2012, none of our directors received salary compensation solely by virtue of their serving on the Company’s Board of Directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2010 , by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2012, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officer, and all of our directors and executive officer as a group.

Title of Class

Name and Address of Beneficial Owner

Name of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Gilles Chaumillon

14517 Joseph Marc Vermette

Mirabel, Québec

Canada, J7J 1X2

990 ,000 shares (1)

President and chief executive officer

Roger Corriveau

77, 572ième avenue

St-Hippolyte, Québec,

Canada, J8A 3L3

797,109 shares

Former officer and director

Gilbert Pomerleau

145, route 216

Ste-Marguerite, Québec

Canada, G0S 2X0

William Gallagher, chief executive officer, chief financial officer and director

16,400,000 shares

Vice president, chief financial officer, director

Ghislaine St-Hilaire (3)

77 572 ième avenue

St-Hippolyte, Québec

Canada, J8A 3L3

Metzger, director

2,000,000 shares

Vice-president, secretary and director

All directors and named executive officers as a group

18,400,000 shares

Capital Consulting Inc.

7,541,869 shares (1)

* Figures may vary due to rounding.

Includes 75,000 shares of common stock held by a household member of Gilles Chaumillon, who is deemed to beneficially own those shares.

Includes 220,000 shares of common stock held by Gestion Gilbert Pomerleau Inc., which is controlled by Gilbert Pomerleau, our vice president, chief financial officer and one of our directors.

Gilbert Pomerleau is deemed to beneficially own those shares.

Ghislaine St-Hilaire, our vice-president, secretary and director, who owns 700,000 shares, is the common law spouse of Roger Corriveau, our former officer and director, who owns 800,000 shares.

(1) Includes 7,142,857 shares of common stock issuable upon conversion of Notes Payable at $0.007 per share.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

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Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

No Equity Compensation Plan.

We do not have any securities authorized for issuance under any equity compensation plan.

We also do not have an equity compensation plan and do not plan to implement such a plan.

Certain Relationships and Related Transactions, and Director Independence.

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.

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.

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expires on December 31, 2013.

According to the contract, Mr.

Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share.

The shares were issued in October 2012.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

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Exhibits, Financial Statement Schedules.

Financial Statements.

(a) Financial Statements.

Included in Item 7

Exhibits required by Item 601.

Consent of Independent Registered Public Accounting Firm

(b) Exhibits.

Consent of Auditors

Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Additional financial statements required by Regulation S-X.

Not applicable.

Employment Agreement

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bio-Solutions Corp.

September 26, 2011

/s/ Gilles Chaumillon

Gilles Chaumillon

President, Chief Executive Officer (Principal Executive Officer)

September 26, 2011

/s/ Gilbert Pomerleau

Gilbert Pomerleau

Chief Financial Officer and a Director (Principal Financial and Accounting Officer)

April 24, 2014

/s/ Thomas E.

Chief Executive Officer, Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

September 26, 2011

/s/ Gilles Chaumillon

Gilles Chaumillon

President, Chief Executive Officer (Principal Executive Officer)

September 26, 2011

/s/ Gilbert Pomerleau

Gilbert Pomerleau

Chief Financial Officer and a Director

(Principal Financial and Accounting Officer)

September 26, 2011

/s/ Mark Solomon

April 24, 2014

/s/ James Hodge

Chairmen of the Board of Directors

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 9A. Controls and Procedures