What changed in this filing

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Item 9A. Controls and Procedures

2014-06-25 compared with 2013-03-22 · 87 added, 105 removed, 162 unchanged (54% 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, 2012, the date of this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective.

Based upon their evaluation of those controls and procedures performed as of December 31, 2013, the date of this report, our former Chief executive officer/former Chief financial officer concluded that our disclosure controls and procedures were not effective.

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

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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.

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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.

Under the supervision and with the participation of the Company’s management, including the Company’s Former Chief Executive Officer/Former 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, 2013.

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.

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Directors, Executive Officers and Corporate Governance.

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

Former President, Chief Executive Officer

Gilbert Pomerleau

Former Chief Financial Officer, Director

Ghislaine St-Hilaire

Former Director

As of the date of this Annual Report, the following table sets forth information regarding our executive officers and directors:

Chief Executive Officer, Chief Financial Officer and Former Director

Chairman of the Board of Directors

Chief Marketing Officer and Executive Vice President of Marketing

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.

Former Chief Executive Officer, Chief Financial Officer and Director

Metzger, PHD.

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

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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.

On June 15, 2012, Dr.

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

Gilbert Pomerleau .

On October 10, 2011, Mr.

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

Ghislaine St-Hilaire .

In July 2011, Ms.

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

On February 25, 2014, Mr Metzger was appointed president and chief operating officer of the Company.

On April 8, 2014, Mr Metzger resigned as director of the Company.

On April 21, 2014, Mr.

Metzger was appointed chief executive officer and chief financial officer of the Company.

Hodge was appointed as Chairmen of the Company’s board of directors on April 8 th , 2014.

Hodge serves as Board Chairman and CEO of ReelTime Rentals, Inc., overseeing and developing the company's new business plan and strategic initiatives.

For the previous ten years, Mr.

Hodge was a consultant to the private equity firm Capital Consulting, Inc.

of Delray Beach, Florida.

Prior to this engagement he served as Director of Corporate Credit for Speedcom Wireless Corporation of Sarasota, Florida.

He has also managed several seven figure equipment lease portfolios.

Hodge has worked in the development of wireless technology businesses, exploring new and exciting platforms.

Peggy Knight .

Knight, joined the company as Executive Vice-President of Marketing On December 19, 2013.

Knight has over 20 years of retail experience with Walmart Stores Inc.

and Sam’s Club.

Her expertise includes operations, marketing, sourcing, product development, vendor relations and financial services.

A long-time resident of Rogers, AR, home to the first Walmart which was built in 1962, she is currently the President of a highly successful independent consulting firm which for the past several years has assisted companies in bringing new products into Sam’s and Walmart eco-system and to set them apart from the fierce competition, that all vendors face in the aisles of the nation’s largest retailer.

On April 21, 2014, Ms.

Knight was appointed the Company’s Chief Marketing Officer.

William Gallagher.

On April 8, 2014, Mr.

Gallagher retired from the Company.

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.

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Summary Compensation Table.

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.

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.

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, our other executive officers and our directors for years ended December 31, 2013 and 2012.

Annual Compensation

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Name and Principal Position

Other Annual Compensation ($)

Securities Underlying Options /SARs

All Other Compensation

Total Compensation

Restricted Stock Awards ($)

Securities Underlying Options/SARs (#)

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

former president, chief executive officer, director (a)

William Gallagher,

chief executive officer, chief financial officer, director

former chief executive officer, chief financial officer, director (b)

chief executive officer, chief financial officer and former director

chairman of the board of directors

Peggy Knight,

executive VP of marketing, chief

marketing officer

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.

former director (c)

_________________

Value of 1,500,000 unregistered shares issued in June 2013 at $0.15 per share for achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement.

Value of 1,500,000 unregistered shares issued in October 2012 at $0.15 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.

Value of 250,000 unregistered shares issued in June 2013 at $0.15 per share for Marketing services to the Company.

Value of 200,000 unregistered shares issued in July 2012 at $0.13 per share for director compensation to the Company.

Value of 25,000 unregistered shares issued in July 2012 at $0.22 per share for director compensation to the Company.

Chaumillon resigned June 15, 2012.

Gallagher resigned April 8, 2014.

Solomon resigned February 15, 2012

Employment Contracts and Termination of Employment.

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

The contract expires on December 31, 2013.

The contract expired on December 31, 2013.

According to the contract, Mr.

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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.

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

The CEO’s compensation under the agreement is for a $100,000 (CD$) salary as well as the issuance of 750,000 shares of stock.

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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Value of Unearned Shares, Units or Other Rights Not Vested

Roger Corriveau former officer, and director

Gilbert Pomerleau, former chief financial officer, director

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

Gilles Chaumillon, president, chief executive officer

William Gallagher, chief financial officer, director

Metzger, director

Gilles Chaumillon, former president, former Chief executive officer

William Gallagher, former Chief executive officer, former Chief financial officer, director

Metzger PHD, president and director

James Hodge, chairman of the board of directors

Peggy Knight, chief marketing officer 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, 2012, none of our directors received salary compensation solely by virtue of their serving on the Company’s Board of Directors.

Since March 27, 2007 through December 31, 2013, none of our directors received salary compensation solely by virtue of their serving on the Company’s Board of Directors other than share based compensation.

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

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Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Owner

Name of Beneficial

Amount and Nature of

Beneficial Owner

Percent of Class

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

16,400,000 shares

Officers and Directors

Metzger, director

450,000 shares

All directors and named executive officers as a group

All directors and named executive officers as a group (3 persons)

450,000 shares

Capital Consulting Inc.

5% and Greater Beneficial Owners

Lisa and Chris Partners LTD

1,203,000 shares

William Gallagher

2,940,000 shares

_________________

* Figures may vary due to rounding.

(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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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.

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

The contract expires on December 31, 2013.

The contract expired on December 31, 2013.

According to the contract, Mr.

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The shares were issued in October 2012.

On April 8, 2014, William Gallagher, Chief Executive Officer and director elected to retire from the Company.

Gallagher signed a twenty four (24) month advisory agreement to promote the Company’s product(s), introduce new products and to provide capital formation initiatives.

Gallagher will be compensation with a $2,500 monthly fee (an aggregate of $60,000).

In addition, Mr.

Gallagher will receive a 10% commission on the collections of sales he consummates

In addition, Mr Gallagher is owed $1,301 and Mr.

Ben Gallaher, former product director, is owed $17,398 for expenses paid on behalf of the Company.

These balances are included in accounts payable and accrued expenses in the accompanying Balance Sheet.

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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Principal Accountant Fees and Services.

The aggregate fees billed in the fiscal year ended December 31, 2012 and 2011, respectively, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for each fiscal year was $20,000.

The aggregate fees billed was $19,800 and $20,000 in the fiscal year ended December 31, 2013 and 2012, respectively, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $7,800 and $20,000.

Audit-Related Fees.

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Consent of Auditors

Consent of Predecessor Auditors

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

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

Employment Agreement

XBRL Instance Document

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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.

March 22, 2013

/s/ William Gallagher

William Gallagher

Chief Executive Officer, Chief Financial Officer and a Director

June 25, 2014

/s/ Thomas E.

Chief Executive Officer, Chief Financial Officer and a Former Director

(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.

March 22, 2013

/s/ William Gallagher

William Gallagher

Chief Executive Officer, Chief Financial Officer and a Director

(Principal Executive, Financial and Accounting Officer)

March 22, 2013

June 25, 2014

/s/ Thomas E.

Chief Executive Officer, Chief Financial Officer and a Former Director

(Principal Executive, Financial and Accounting Officer)

June 25, 2014

/s/ James Hodge

Chairman 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

Item 9A. Controls and Procedures