Glucose Health, Inc. 10-K/A

Item 8. 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 Financial Statements: Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2012 and 2011 F-2 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 F-3 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 F-4 Statements of Cash Flows For the Years Ended December 31, 2012 and 2011 and Development Stage from October 1, 2011 to December 31, 2012 F-5 Notes to Financial Statements F-6 F-1 Report of Independent Registered Public Accounting Firm To the Directors of Bio-Solutions Corp. We have audited the accompanying balance sheets of Bio-Solutions Corp. (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. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 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, 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. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process of executing its business plan and expansion. 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 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. /s/ KBL, LLP New York, NY March 22, 2013 F-2 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS DECEMBER 31, 2012 and 2011 IN US$ ASSETS DECEMBER 31, DECEMBER 31, 2012 2011 CURRENT ASSETS Cash $ 1,076 $ 82 Prepaid expenses - 27,000 Total current assets 1,076 27,082 Other Asset Intellectual Property 206,600 206,600 TOTAL ASSETS $ 207,676 $ 233,682 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENECY) CURRENT LIABILITIES Accounts payable and accrued expenses $ 123,199 $ 296,429 Liability for stock to be issued - 41,500 Short - term loans - 19,666 Short - term loans - related parties 1,597 49,158 Short - term loans - convertible 60,680 8,200 Due to officer - 4,751 Total current liabilities 185,476 419,704 TOTAL LIABILITIES 185,476 419,704 STOCKHOLDERS' EQUITY (DEFICIENCY) Common stock, $0.001 par value, 200,000,000 shares authorized, 101,085,862 and 65,440,397 shares issued and outstanding as of December 31, 2012 and 2011, respectively 101,086 65,440 Additional paid in capital 3,588,967 2,861,253 Deferred compensation (150,000 ) - Accumulated deficit (2,873,925 ) (2,873,925 ) Deficit accumulated during the development stage (568,650 ) (169,572 ) Accumulated other comprehensive loss (75,278 ) (69,218 ) Total stockholders' equity (deficiency) 22,200 (186,022 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 207,676 $ 233,682 The accompanying notes are an integral part of these financial statements. F-3 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH DECEMBER 31, 2012 IN US$ YEAR ENDED YEAR ENDED DEVELOPMENT STAGE PERIOD FROM OCTOBER 1, 2011 to DECEMBER 31, 2012 DECEMBER 31, 2011 DECEMBER 31, 2012 REVENUE $ - $ - $ - COST OF REVENUES Beginning inventory - 87,758 - Purchases/Write-off of obsolete inventory - (87,758 ) 3,632 Ending inventory - - - Total Cost of Revenues - - 3,632 GROSS PROFIT (LOSS) - - (3,632 ) OPERATING EXPENSES Professional fees 355,656 788,855 437,282 Amortization expense and impairment - 85,288 85,288 General and administrative 5,767 14,669 6,277 Total Operating Expenses 361,423 888,812 528,847 NET LOSS BEFORE OTHER EXPENSE (361,423 ) (888,812 ) (532,479 ) OTHER EXPENSE Interest expense (37,655 ) (10,374 ) (36,171 ) Total other expense (37,655 ) (10,374 ) (36,171 ) NET LOSS $ (399,078 ) $ (899,186 ) $ (568,650 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 76,051,602 36,262,003 NET LOSS PER SHARE $ (0.005 ) $ (0.02 ) STATEMENT OF COMPREHENSIVE LOSS Net loss $ (399,078 ) $ (899,186 ) $ (568,650 ) Currency translation gains (losses) (6,060 ) (1,199 ) (12,578 ) TOTAL COMPREHENSIVE LOSS $ (405,138 ) $ (900,385 ) $ (581,228 ) The accompanying notes are an integral part of these financial statements. F-4 BIO-SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 IN US$ Additional Accumulated Deficit During Accumulated Other Common Stock Paid-In Deferred Accumulated Development Comprehensive Shares Amount Capital Compensation Deficit Stage Loss Total Balance - December 31, 2010 19,731,258 19,731 1,598,026 (2,144,311 ) - (68,019 ) (594,573 ) Common shares issued for services 16,091,428 16,091 591,726 607,817 Common shares issued for settlement of accounts payable 2,219,951 2,220 150,459 152,679 Common shares issued for settlement of notes payable 2,644,600 2,644 234,107 236,752 Proceeds from issuance of common stock 383,160 383 11,097 11,480 Net loss for the year (729,614 ) - 5,319 (724,295 ) Balance - September 30, 2011 41,070,397 41,070 2,585,414 - (2,873,925 ) - (62,700 ) (310,141 ) Development Stage Period from October 1, 2011 to December 31, 2011 Common shares issued for services 770,000 770 9,230 10,000 Common shares issued for settlement of notes payable 3,000,000 3,000 6,861 9,861 Common shares issued for Type 2 Acquisition 20,600,000 20,600 186,000 206,600 Conversion of accounts payable to equity (Note 7) 73,748 73,748 Net loss for the year (169,572 ) (6,518 ) (176,090 ) Balance - December 31, 2011 65,440,397 $ 65,440 $ 2,861,253 $ - $ (2,873,925 ) $ (169,572 ) $ (69,218 ) $ (186,022 ) Development Stage Period from October 1, 2011 to December 31, 2012 Common shares issued for liability for stock to be issued 1,650,000 1,650 39,850 41,500 Common shares issued for services 9,050,000 9,050 175,125 184,175 Common shares issued for compensation under employment agreement 15,000,000 15,000 210,000 (225,000 ) - Common shares issued for settlement of notes payable 9,425,465 9,426 44,852 54,278 Common shares issued for settlement of accounts payable 520,000 520 5,780 6,300 Conversion of accounts payable and notes payable to equity (Note 7) 217,811 217,811 Beneficial Conversion Feature of Notes Payable 34,296 34,296 Amortization of deferred compensation 75,000 75,000 Net loss for the year (399,078 ) (6,060 ) (405,138 ) Balance - December 31, 2012 101,085,862 $ 101,086 $ 3,588,967 $ (150,000 ) $ (2,873,925 ) $ (568,650 ) $ (75,278 ) $ 22,200 The accompanying notes are an integral part of these financial statements. F-5 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 IN US$ YEAR ENDED ENDED YEAR ENDED ENDED DEVELOPMENT STAGE PERIOD FROM OCTOBER 1, 2011 THROUGH DECEMBER 31, 2012 DECEMBER 31, 2011 DECEMBER 31, 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (399,078 ) $ (899,186 ) $ (568,650 ) Adjustments to reconcile net loss to net cash used in operating activities: Impairment expense - 85,288 85,288 Common stock issued for services 259,175 701,011 352,369 Beneficial Conversion Feature of Notes Payable 34,296 - 34,296 Change in assets and liabilities Increase (decrease) in accounts payable and accrued expenses 21,916 89,585 8,007 Total adjustments 315,387 875,884 479,960 Net cash (used in) operating activities (83,691 ) (23,302 ) (88,690 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of stock for cash - 11,480 - Proceeds from short-term loans, net of repayments - (1,387 ) (1,387 ) Proceeds from short-term loans - related party, net of repayments - 2,481 4,867 Proceeds from convertible notes payable, net of repayments 78,600 8,200 76,850 Net cash provided by financing activities 78,600 20,774 80,330 Effect of foreign currency 6,085 2,578 5,507 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 994 49 (2,853 ) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 82 33 3,929 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 1,076 $ 82 $ 1,076 NONCASH OPERATING AND INVESTING ACTIVITIES: Conversion of notes payable and accrued interest to common stock $ 54,278 $ 246,613 $ 64,139 Conversion of liability to common stock $ 47,800 $ 152,679 $ 47,800 Acquisition of intellectual property of Type2 Defense for common shares $ - $ 206,600 $ 6,600 Conversion of accounts payable and notes payable to equity (Note 7) $ 217,811 $ 73,748 $ 291,559 The accompanying notes are an integral part of these financial statements. F-6 BIO-SOLUTIONS CORP. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2012 AND 2011 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 was a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil. The Company is also the distributor of GreenEx ™ in Africa. GreenEx ™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of Malaria. GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants. On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000. In addition the board approved a 1.20 to 1 stock split. All shares have been reflected retroactively in accordance with SAB Topic 14C. On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics. During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product. All inventories from the former products were written off as of October 1, 2011. The 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 $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. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The Company estimates that they will need a $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 Company’s officer and directors may need to contribute funds to sustain operations. F-7 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 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Currency Translation The Company operates in Canada and the United States, and certain accounts of the Company are reflected in currencies other than the U.S. dollar. 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. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations. For the years ended December 31, 2012 and 2011, the Company recorded $6,060 and $1,199 in translation losses, respectively. F-8 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Comprehensive Income (Loss) The Company adopted ASC 220-10, “Reporting Comprehensive Income.” ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation. Fixed Assets Although the Company does not have any fixed assets at this point. Any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Recoverability of Current and Long-Lived Assets The Company reviews their current and long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. 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 The carrying amount reported in the balance sheets for cash and cash equivalents, accounts payable, accrued expenses, and accounts receivable approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. F-9 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. Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. 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 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) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed or determinable, and 4) collectable is reasonably assured. (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company has not issued any options or warrants to date. At 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 Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes raw materials and finished goods. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of December 31, 2012, the Company had no inventory. F-10 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Issued Accounting Standards 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. 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 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. F-11 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. 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 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. F-12 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. F-13 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. F-14 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. F-15 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. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. As of December 31, 2012, there is no provision for income taxes, current or deferred. Net operating losses $ 1,170,476 Valuation allowance (1,170,476 ) $ - 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. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2012 and 2011 is summarized below. 2012 2011 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits 0.0 0.0 Valuation allowance 34.0 34.0 F-16 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. Under the terms of the Agreement, the Company has acquired the license and trademark rights to produce the “Nutra-Pro 80-20” product from ONS in the North America animal feed territory. The Company has acquired these rights for $150,000 (CD$) ($141,525 US$ at September 11, 2008). 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 as of December 31, 2010. On November 26, 2010, ONS has filed bankruptcy in Canada. ONS has sold their assets to another company. The Company was amortizing the license fee over the 36 month term of the Agreement. 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 On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics. The acquisition from Type2 Defense, a Texas based sole proprietorship was for the issuance of 20,000,000 shares of the Company’s common stock. The shares are valued at $200,000 or $0.01 per share based on the closing price of the Company’s common stock on September 26, 2011. The agreement also includes the issuance of 10,000,000 shares of the Company’s common stock upon achieving certain operational milestones and an additional 10,000,000 shares of Company’s common stock upon reaching 1,500 customers. On November 4, 2011, an advance of 600,000 shares of the Company’s common stock related to the reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors. The shares were valued at $0.013 per share or $6,600 and included as intellectual property on the accompanying condensed balance sheet. The issuance of 10,000,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 9,400,000 shares. 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. F-17 NOTE 11 - FAIR VALUE MEASUREMENTS The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: · Level 1 inputs: Quoted prices for identical instruments in active markets. · Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. · Level 3 inputs: Instruments with primarily unobservable value drivers. NOTE 12 - SUBSEQUENT EVENTS 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. F-18 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.