What changed in this filing

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Item 1. Financial Statements

2014-07-16 compared with 2013-11-14 · 457 added, 242 removed, 309 unchanged (69% of the section changed)

3 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 22, 2013.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three months ended March 31, 2014 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on June 25, 2014.

BIO-SOLUTIONS CORP.

1 unchanged sentence

CONDENSED BALANCE SHEETS

SEPTEMBER 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012

SEPTEMBER 30,

MARCH 31, 2014 (UNAUDITED) AND DECEMBER 31, 2013

CURRENT ASSETS

Prepaid expenses

Total current assets

Intellectual Property

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses

Liability for stock to be issued

Short - term loans

3 unchanged sentences

TOTAL LIABILITIES

STOCKHOLDERS' EQUITY

STOCKHOLDERS' DEFICIT

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

21,388,003 and 18,872,777 shares issued and outstanding as of

September 30, 2013 and December 31, 2012, respectively

March 31, 2014 and December 31, 2013, respectively (1)

Additional paid in capital

Stock to be issued

Deferred compensation

2 unchanged sentences

Accumulated other comprehensive loss

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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

Total stockholders' deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

(1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014.

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

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE AND NINEMONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013

DEVELOPMENT STAGEPERIOD FROM

OCTOBER 1, 2011 to

SEPTEMBER 30, 2013

SEPTEMBER 30, 2012

SEPTEMBER 30, 2013

SEPTEMBER 30, 2012

SEPTEMBER 30, 2013

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FROM OCTOBER 1, 2011 THROUGH MARCH 31, 2014

COST OF REVENUES

4 unchanged sentences

Total Operating Expenses

NET LOSS BEFORE OTHER INCOME (EXPENSE)

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

2 unchanged sentences

Total other expense

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

NET LOSS PER SHARE

STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

LOSS BEFORE INCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED (2)

NET LOSS PER SHARE - BASIC AND DILUTED

STATEMENT OF COMPREHENSIVE LOSS

Currency translation gains (losses)

TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS

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

TOTAL COMPREHENSIVE LOSS

(2) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014.

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

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND DEVELOPMENT STAGE OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2013

DEVELOPMENT STAGE PERIOD FROM

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FROM OCTOBER 1, 2011 THROUGH MARCH 31, 2014

OCTOBER 1, 2011 THROUGH

SEPTEMBER 30, 2013

SEPTEMBER 30, 2012

SEPTEMBER 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss

to net cash used in operating activities:

MARCH 31, 2014

MARCH 31, 2013

MARCH 31, 2014

OPERATING ACTIVITIES:

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

Impairment expense

3 unchanged sentences

Change in assets and liabilities

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

4 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from short-term loans, net of repayments

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

Proceeds from convertible notes payable, net of repayments

Proceeds from notes and loans payable

Principal payments on notes and loans payable

Net cash provided by financing activities

Effect of foreign currency

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

Effect of exchange rates on cash

NET INCREASE (DECREASE) IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NONCASH OPERATING AND INVESTING ACTIVITIES:

Conversion of notes payable and accrued interest to common stock

Cancellation of 600,000 shares of common stock to settle liabilities

Conversion of liability to common stock

Acquisition of intellectual property of Type2 Defense for common shares

Conversion of accounts payable and notes payable to equity (Note 9)

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

Stock to be issued

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

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes.

The unaudited condensed financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

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While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

These unaudited condensed financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

On March 27, 2007, Bio-Solutions Corp.

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

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

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

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

The first sale was completed in July 2013.

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

As the Company only had nominal sales in the three months ended March 31, 2014, they have remained in the development stage.

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

On January 10, 2014, the Company’s Board of Directors unanimously voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 10 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares.

The Board resolution set the date of record for shareholder approval on January 14, 2014.

As of January 29, 2014, the Company obtained the written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company’s common stock.

Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split.

There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).

The number of shares of common stock voting in favor of the reverse split was sufficient for approval.

On February 4, 2014, the Company filed a Certificate of Change with the State of Nevada effecting a 1-for-10 reverse split pursuant to which every ten shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares resulting there from being rounded up to the next whole share) with the total number of shares of the Company’s authorized common stock remaining at 200,000,000 shares.

The effective date of the above corporate action was February 26, 2014, as approval by the Financial Industry Regulatory Authority.

BIO-SOLUTIONS CORP.

(A DVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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 $4,169,472 since inception, of which $1,295,547 are deficits accumulated during the development stage and needs to raise additional funds to carry out their business plan.

These unaudited condensed 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 $4,948,126 since inception, of which $2,074,201 are deficits accumulated during the development stage and needs to raise additional funds to carry out its 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 unaudited condensed 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 $700,000 capital infusion to continue operations through the third quarter of 2014.

The Company estimates that they will need a $300,000 capital infusion to continue operations through the end of 2014.

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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Prior period correction in the three months ended December 31, 2013

Beginning in the three months ended June 30, 2012 and through the three months ended September 30, 2013, the Company improperly valued the potential beneficial conversion option of the Company’s convertible notes payable.

Based on ASC 470-20-30-16 through 30-18, the beneficial conversion option should have been valued based on the fair market value on the date of issuance and recorded as a debt discount.

The debt discount should have been amortized over the term of the convertible note (longest term was 6 months).

The accumulated impact of the correction was a charge to interest expense of $141,267 and a charge to debt discount on notes payable of $18,508 offset by a credit to additional paid in capital of $159,775.

In-addition, during the quarter ended June 30, 2013, the Company improperly recorded stock-based compensation issued to the Company’s former chief executive officer upon achievement of operational milestones for the Type2Defense product (see Note 10) as intellectual property.

Based on ASC 718-10 and ASC 505-50 this amount should have been classified as stock based compensation on the date earned.

The accumulated impact of the correction on the financial statements was a charge to stock based compensation of $231,600 and a credit to intellectual property of $231,600.

In accordance with the Securities and Exchange Commission's Staff Accounting Bulletin, or SAB, No.

99, Materiality, and SAB No.

108, the Company assessed the materiality of these charges to its financial statements for the quarters ended June 30, 2012 through September 30, 2013 and the year ended December 31, 2013, using both the roll-over method and iron-curtain method as defined in SAB No.

The Company concluded the effect of understating interest expense and share-based compensation was not material to its financial statements for the quarters ended June 30, 2012 through September 30, 2013 and the year ended December 31, 2013 and, as such, those financial statements are not materially misstated.

The Company also concluded that providing for the correction of the understatement in 2013 would not have a material effect on its financial statements for the year ending December 31, 2013.

The out-of-period adjustment at December 31, 2013 for the improperly valued beneficial conversion option of the Company’s convertible notes payable was a charge to interest expense of $141,267 and charge to debt discount on notes payable of $18,508 offset by a credit to additional paid in capital of $159,775 in the accompanying balance sheet and statement of operations.

The out-of-period adjustment at December 31, 2013 for improperly recording stock-based compensation issued to the Company’s former Chief executive officer upon achievement of operational milestones as intellectual property was a charge to stock based compensation of $231,600 and a credit to intellectual property of $231,600 in the accompanying balance sheet and statement of operations.

The impact of the misstatements on the previously issued financial statements and the effect of correcting the misstatements during the three months ended December 31, 2013 are as follows:

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Misstatements on previously issued financial statements:

Quarter ended June 30, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter ended September 30, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter ended December 31, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Year ended December 31, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter ended March 31, 2013

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter ended June 30, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Quarter ended September 30, 2013

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Effect of correcting the misstatements during the three months ended December 31, 2013:

Quarter ended December 31, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Year ended December 31, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Effect on previously filed financial statements:

Quarter ended June 30, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Quarter ended September 30, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Year ended December 31, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Quarter ended March 31, 2013

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' deficiency

Quarter ended June 30, 2013

Operating Expense

Net loss before other expense

Interest (expense) income

Intellectual property

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Total liabilities and stockholders' equity

Quarter ended September 30, 2013

Interest (expense) income

Total other (expense) Income

Intellectual property

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Total liabilities and stockholders' equity

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Development Stage

The Company is in the development stage commencing October 1, 2011.

The Company is in the development stage commencing October 1, 2011, in accordance with FASB ASC 915, Development Stage Entities.

On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type 2 Defense.

2 unchanged sentences

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

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

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

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

The first sale was completed in July 2013.

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

As the Company only had nominal sales during the three months ended March 31, 2014, the Company will remain in the development stage.

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

3 unchanged sentences

The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Currency Translation

The Company no longer operates in Canada.

Effective January 1, 2013, the Company changed its functional currency from Canadian dollar to US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013.

Effective January 1, 2013, the Company changed its functional currency from the Canadian dollar to the US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013.

Prior to January 1, 2013, the Company recorded 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 three and nine months ended September 30, 2012, the Company recorded $6,649 and $6,588 in translation losses, respectively.

Comprehensive Income (Loss)

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

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.

There were no cash equivalents as of March 31, 2014 and December 31, 2013.

The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.

Recoverability of Long-Lived Assets

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

The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.

1 unchanged sentence

Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.

The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data.

If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.

The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount.

In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.

The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill.

We make critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.

Our cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market competition, inflation and discount rates.

A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in an impairment that is not material to our results of operations.

A 1.0 percentage point increase in the discount rate used would also result in an impairment that is not material to our results of operations.

We amortize the cost of other intangible assets over their estimated useful lives, which range up to ten years, unless such lives are deemed indefinite.

Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant.

During the fiscal year ended December 31, 2013, the Company recorded an impairment charge related to other intangible assets in the amount of $200,000.

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 carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments.

The Company does not utilize derivative instruments.

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.

This amount is recorded as a debt discount and amortized over the life of the debt.

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

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2013, 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 2012 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 a small amount of revenue.

Company utilizes the following criteria for revenue recognition:

The Company currently has no revenue.

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

Persuasive evidence of an arrangement exists;

1 unchanged sentence

the seller’s price to the buyer is fixed or determinable, and

4) collectability is reasonably assured.

collectable is reasonably assured.

Share Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.

For employees, directors and non-employees, the fair value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

The Company has not issued any stock options or warrants.

(Loss) Per Share of Common Stock

3 unchanged sentences

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

At September 30, 2013, the total shares issuable upon conversion of convertible notes payable would be 20,822,332 shares of the Company’s common stock.

At March 31, 2014, the total shares issuable upon conversion of convertible notes payable would be approximately 8,434,000 shares of the Company’s common stock.

Inventory is stated at the lower of cost (FIFO:

1 unchanged sentence

The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.

As of September 30, 2013, the Company had inventory of $27,904.

As of March 31, 2014, the Company had inventory of $23,676 comprise solely of the Type2Defense product.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

7 unchanged sentences

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.

In February 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830):

Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense).

If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote).

The amendments to U.S.

GAAP will be effective for fiscal years starting after December 15, 2012.

The Company is currently assessing the impact of this accounting guidance on the consolidated financial statements and related disclosures.

The Company’s adoption of this accounting guidance does not have a material impact on the 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.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY

Recent Issued Accounting Standards Not Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915).

The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S.

In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

Early adoption is permitted.

The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.

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.

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

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

The Company issued 19,711,000 shares under this plan.

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 $10,935.

During July 2012, a director was issued 2,000,000 unregistered shares of the Company’s common stock for director compensation.

These shares were valued at $0.024 per share or $48,000.

During July 2012, three consultants were issued 3,250,000 unregistered shares of the Company’s common stock for sales, financing and investor/public relations compensation.

These shares were valued at $0.024 per share or $78,000.

During July and September 2012, the Company issued 1,640,000 unregistered shares of the Company’s common stock, respectively, to settle a convertible note payable.

These shares were valued at $0.0025 per share or $4,100.

During September 2012, a former director was issued 250,000 unregistered shares of the Company’s common stock for director compensation.

These shares were valued at $0.024 per share or $5,500.

During October 2012, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock as part of his employment contract dated July 1, 2012.

These shares were valued at $0.015 per share or $225,000.

During October and November 2012, the Company issued 1,550,000 registered shares of the Company’s common stock in their S-8 registration filed March 2011 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 in their S-8 registration filed March 2011 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 in their S-8 registration filed March 2011 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.

During January 2013, a consultant was granted 150,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for website services.

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The shares were issued on March 8, 2013.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)

During January 2013, a consultant was granted 200,000 registered shares of the Company’s common stock in their S-8 registration filed in March 2013 for legal services to the Company.

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The shares were issued on March 8, 2013.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

During January 2013, a consultant was granted 450,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company.

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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.

The Company granted 9,500,000 and 18,125,000 shares under this plan during the three and nine months ended September 30, 2013, respectively.

The Company granted 25,625,000 (2,562,500 post reverse split shares) shares under this plan during the year ended December 31, 2013.

During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock.

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The amount totaled $10,266 including interest was converted into 146,654 unregistered shares of the Company’s common stock at $0.07 per share.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)

During May 2013 a consultant was granted 10,000 unregistered shares of the Company’s common stock for investor relation services to the Company.

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These shares were valued at $0.15 per share or $37,500.

During June 2013, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011.

During June 2013, our former Chief executive officer was issued 1,500,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011.

These shares were valued at $0.15 per share or $225,000.

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These shares were valued at $0.15 per share or $37,500.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

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The third party partially converted $6,000 of the demand promissory note into 600,000 unregistered shares of the Company’s common stock at $0.01 per share.

In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying condensed consolidated statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price.

In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price.

The fair market value on the date of conversion was $0.045 per share.

As of September 30, 2013, the Company has 174,768,593 shares of common stock issued and outstanding.

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

During November 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $0.10 per share and to $0.015 per share.

The amount totaled $10,750 including interest was converted into 716,667 unregistered shares of the Company’s common stock at $0.015 per share.

During December 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $0.05 per share and to $0.015 per share.

The amount totaled $10,189 including interest was converted into 679,251 unregistered shares of the Company’s common stock at $0.015 per share.

During December 2013, a consultant was granted 800,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2Defense product.

These shares were valued at $0.018 per share or $14,400.

The shares were issued in January 2014.

During January 2014, our former chief executive officer canceled 600,000 of his personal unregistered shares of the Company’s common stock to satisfy a promissory note conversion request.

These shares were valued at $0.035 per share or $21,000.

During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $12,849 including interest was converted into 856,632 unregistered shares of the Company’s common stock at $0.015 per share.

On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013.

The conversion rate was reduced from $0.05 per share to $0.015 per share.

During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.

During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $13,151 including interest was converted into 658,594 unregistered shares of the Company’s common stock at $0.020 per share.

During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.

The firm will be compensated with 360,000 unregistered shares of the Company’s common stock payable in increments of 30,000 shares per month for twelve (12) months starting on April 1, 2014.

As of July 15, the Company issued 90,000 unregistered shares of the Company’s common stock which were valued at $0.014 per share or $1,239 and has earned an additional 30,000 shares at $0.012 per share or $360.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

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.

This arrangement terminated on April 1, 2012.

Rent expense was $599 for the nine months ended September 30, 2012.

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

As of March 31, 2014, the Company has 21,388,003 shares of common stock issued and outstanding.

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

NOTE 4 - SHORT-TERM LOANS

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The third party converted $6,000 of the note into 600,000 unregistered shares of the Company’s common stock for $.01 per share.

The fair market value on the date of conversion was $0.045 per share.

The unpaid balance was $6,000 at September 30, 2013.

This note is included as short - term loans - convertible on the condensed balance sheet.

This note is included as short - term loans on the balance sheet.

NOTE 5 - SHORT-TERM LOANS - RELATED PARTY

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The advance is evidenced by a demand promissory note bearing interest at 5% per annum.

The unpaid balance including accrued interest was $1,653 and $1,597 at September 30, 2013 and December 31, 2012, respectively.

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

The unpaid balance including accrued interest was $1,691 and $1,672 at March 31, 2014 and December 31, 2013, respectively.

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

NOTE 6 - CONVERTIBLE NOTES PAYABLE

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

During March 2013 the remaining $4,434, which includes accrued interest was converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share to fully satisfy the promissory note.

The unpaid balance including accrued interest was $4,314 at December 31, 2012.

On April 20, 2012, the Company issued a $2,500 convertible note to an individual.

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After the due date, the interest rate on the convertible note increased to 15%.

The unpaid balance including accrued interest was $2,922 and $2,641 at September 30, 2013 and December 31, 2012, respectively.

The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,083, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $3,110 and $3,016 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note.

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

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

The loan bears interest at 5% and has a maturity date of November 10, 2012.

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

In addition, at any time, the Company’s former CEO may convert the note into shares of the Company’s common stock at an exercise price of $0.009 per share.

After the due date, the interest rate on the convertible note increases to 15%.

During June 2013, the Company paid the principle balance of $2,600 to the Company’s CEO.

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

The fair value of the conversion option in connection with the note on the date of issuance aggregated $1,733, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During June 2013, the Company paid the principal balance of $2,600 to the Company’s former CEO.

On July 18, 2012, the Company issued a $30,000 convertible note to an individual.

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In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $0.07 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $30,000, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During January and February 2013, $30,983 including accrued interest was converted into 442,617 unregistered shares of the Company’s common stock at $0.07 per share to fully satisfy the promissory note.

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

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

On August 22, 2012, the Company issued a $3,000 convertible note to an individual.

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In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $0.07 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During March 2013, $3,091 including accrued interest was converted into 44,158 unregistered shares of the Company’s common stock at $0.07 per share to fully satisfy the promissory note.

The unpaid balance including accrued interest was $3,056 at December 31, 2012.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 6 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

On October 19, 2012, the Company issued a $10,000 convertible note to an individual.

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In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $0.07 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During April 2013, $10,266 including accrued interest was converted into 146,654 unregistered shares of the Company’s common stock at $0.07 per share to fully satisfy the promissory note.

The unpaid balance including accrued interest was $10,105 at December 31, 2012.

On November 23, 2012, the Company issued a $7,000 convertible note to an individual.

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In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $0.07 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During May 2013, $7,175 including accrued interest was converted into 102,500 unregistered shares of the Company’s common stock at $0.07 per share to fully satisfy the promissory note.

The unpaid balance including accrued interest was $7,037 at December 31, 2012.

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

2 unchanged sentences

The conversion price shall not be lower than $0.10 per share.

During August 2013, $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share to satisfy the principle balance of the promissory note.

The unpaid balance of accrued interest was $328 at September 30, 2013.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,508, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During August 2013, $12,500 was converted into 125,000 unregistered shares of the Company’s common stock at $0.10 per share to satisfy the principal balance of the promissory note.

The unpaid balance of accrued interest was $328 at March 31, 2014 and December 31, 2013.

On January 30, 2013, the Company issued a $7,500 convertible note to an individual.

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In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.05 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During August 2013, $7,688 including accrued interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.05 per share to fully satisfy the promissory note.

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In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.05 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During September 2013, $7,688 including accrued interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.05 per share to fully satisfy the promissory note.

3 unchanged sentences

The conversion price shall not be lower than $0.01 per share.

The unpaid balance including accrued interest was $12,865 at September 30, 2013.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $1,705, and was recorded as debt discount.

During March 2014, $13,151 including interest was converted into 658,594 unregistered shares of the Company’s common stock at $0.020 per share.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $13,021 at December 31, 2013.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 6 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

On April 30, 2013, the Company issued a $10,000 convertible note to an individual.

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In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.05 per share.

The unpaid balance including accrued interest was $10,208 at September 30, 2013.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $0.05 per share and to $0.015 per share.

During November 2013, $10,750 including accrued interest was converted into 716,667 unregistered shares of the Company’s common stock at $0.015 per share to fully satisfy the promissory note.

On April 30, 2013, the Company issued a $10,000 convertible note to an individual.

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.10 per share.

The unpaid balance including accrued interest was $10,417 at September 30, 2013.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $4,800, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $0.10 per share to $0.015 per share.

During December 2013, $10,189 including accrued interest was converted into 679,251 unregistered shares of the Company’s common stock at $0.015 per share to fully satisfy the promissory note.

In addition, the fair value of the conversion option in connection with the note on the date of modification aggregated $5,200, and was recorded as debt discount.

Since the note was past due and in default, the debt discount was recognized as interest expense on the date of modification.

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

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In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

The unpaid balance including accrued interest was $12,708 at September 30, 2013.

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013.

The conversion rate was reduced from $0.05 per share to $0.015 per share.

During January 2014, $12,849 including interest was converted into 856,632 unregistered shares of the Company’s common stock at $0.015 per share.

The unpaid balance including accrued interest was $12,865 at December 31, 2013.

On June 11, 2013, the Company issued a $6,500 convertible note to an individual.

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

The unpaid balance including accrued interest was $6,595 at September 30, 2013.

The Company is not compliant with the repayment terms of the note.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $6,757 and $6,676 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note and currently in default.

On June 11, 2013, the Company issued a $6,222 convertible note to an individual.

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

The unpaid balance including accrued interest was $6,313 at September 30, 2013.

The Company is not compliant with the repayment terms of the note.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,393, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $6,469 and $6,391 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note and currently in default.

On June 11, 2013, the Company issued a $6,500 convertible note to an individual.

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

The unpaid balance including accrued interest was $6,595 at September 30, 2013.

The Company is not compliant with the repayment terms of the note.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $6,757 and $6,676 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note and currently in default.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 6 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

On June 18, 2013, the Company issued a $12,500 convertible note to an individual.

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

The unpaid balance including accrued interest was $12,682 at September 30, 2013.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During March 2014, $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.

The unpaid balance including accrued interest was $8,945 and $12,839 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note and currently in default.

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

1 unchanged sentence

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.

The unpaid balance including accrued interest was $10,083 at September 30, 2013.

As of September 30, 2013, the total short-term loans - convertible amounted to $91,716 including $2,494 of accrued interest.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $10,333 and $10,208 at March 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note and currently in default.

On December 10, 2013, the Company issued a $3,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of June 10, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.015 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance including accrued interest was $3,050 and $3,009 at March 31, 2014 and December 31, 2013, respectively.

On December 10, 2013, the Company issued a $5,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of June 10, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.015 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,000, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance including accrued interest was $5,081 and $5,014 at March 31, 2014 and December 31, 2013, respectively.

As of March 31, 2014, the total short-term loans - convertible amounted to $50,830 which includes $2,608 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 certain convertible notes are at a price below fair market value.

The Company recorded interest income of $108,666 for the three months ended September 30, 2013 and interest expense of $73,185 for the three months ended September 30, 2012.

The Company recorded interest income of $8,838 for the nine months ended September 30, 2013 and interest expense of $235,537 for the nine months ended September 30, 2012.

The beneficial conversion feature was based on the fair market value of $0.0031 and $.023 per share of the Company’s common stock at September 30, 2013 and 2012, respectively.

NOTE 8 - MAJOR CUSTOMERS

The Company generated nominal sales during the three and nine months ended September 30, 2013 and no sales during the three and nine months ended September 30, 2012.

NOTE 9 - CONVERSION OF ACCOUNTS PAYABLE AND NOTES 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-off the net amount of $217,811 as a conversion of accounts payable and notes payable to equity.

At September 30, 2013, Mr.

Chaumillon is owed $9,000.

The Company recorded interest expense on the debt discount of $5,667 and $42,074 for the three months ended March 31, 2014 and March 31, 2013, respectively.

In addition, the Company recorded an out-of-period adjustment at December 31, 2013 for the improperly valued beneficial conversion option of the Company’s convertible notes payable (see Note 2 in the Notes to the Financial Statements).

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 7 - MAJOR CUSTOMERS

The Company generated minimal sales during the three months ended March 31, 2014 and no sales during the three months ended March 31, 2013.

NOTE 8 - INTELLECTUAL PROPERTY

4 unchanged sentences

On November 4, 2011, an advance of 60,000 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 shares were valued at $0.13 per share or $6,600.

The issuance of 10,000,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 940,000 shares.

During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement.

On June 18, 2013, the Company issued 10,000,000 shares to the Company’s CEO for the Type2 Defense product meeting the operational milestones.

The shares were valued at $0.015 per share or $150,000 and included as intellectual property on the accompanying condensed balance sheet.

In addition, on June 18, 2013, an advance of 5,000,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to the Company’s CEO.

The shares were valued at $0.015 per share or $75,000 and included as intellectual property on the accompanying condensed balance sheet.

As of November 14, 2013 the agreement provisions for reaching 1,500 customers for 4,400,000 shares of the Company’s common stock has not been achieved.

All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $431,600.

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

On June 18, 2013, the Company issued 1,000,000 shares to the Company’s former CEO for the Type2 Defense product meeting the operational milestones.

The shares were valued at $0.15 per share or $150,000 and included as stock based compensation in the accompanying statement of operation.

In addition, on June 18, 2013, an advance of 500,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to the Company’s former CEO.

The shares were valued at $0.15 per share or $75,000 and included as stock based compensation in the accompanying statement of operation.

As of June 20, 2014 the agreement provisions for reaching 1,500 customers for 440,000 shares of the Company’s common stock has not been achieved.

All assets other than the intellectual property had a fair value of $0, with the intellectual property was valued at $200,000.

Since the Company has not been able to generate substantial revenues from our Type2Defense product over the last two years and have only produced minimal sales of the product in 2014, the Company elected to write-off the $200,000 intellectual property for Type2Defense as impaired at December 31, 2013.

NOTE 9 - FAIR VALUE MEASUREMENTS

13 unchanged sentences

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 12 - COMMITMENTS AND CONTINGENCIES

During July 2013 the Company signed a marketing services agreement with a consultant to provide certain services to include (i) create and produce a 30-minute infomercial for the Product with the goal of developing product messaging and positioning that is integrated with corporate strategy and achievement of short and long term sales objectives:

(ii) create and produce an abridged version of the infomercial for Internet marketing on social networks;

(iii) create and develop a four color print advertisement targeting specific magazines;

and (iv) provide media buying services for placement of the infomercial.

In further accordance with the terms and provisions of the marketing services agreement.

The Company shall pay the consultant a production fee, which shall consist of the issuance of an aggregate 15,000,000 shares of common stock of which 7,500,000 shares were issued to the consultant during August 2013.

The remaining 7,500,000 shares shall be issued upon completion of the infomercial.

As of November 14, 2013, these shares have not been issued to the consultant.

All shares of common stock issued to the consultant shall be subject to a registration statement on Form S-8.

During July 2013, the Company signed a six month agreement with a consulting firm to provide investor relations services for the Company.

The consulting firm was compensated with $5,000 and 2 million unregistered shares of the Company’s common stock.

The common stock was value at $20,000 or $0.01 and amortized over the life of the agreement.

As of November 14, 2013 these shares have not been issued to the consulting firm and are reflected as a liability for stock to be issued.

Legal matters

In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment, and other matters, which could involve substantial amounts of damages.

In the opinion of management, any liability related to any such known proceedings would not have a material adverse effect on the business or financial condition of the Company.

Additionally, from time to time, the Company may pursue litigation against third parties to enforce or protect the Company’s rights under the Company’s trademarks, trade secrets and intellectual property rights generally.

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 10 - SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment to or disclosure in the condensed consolidated financial statements.

On November 7, 2013, the Company agreed to modify the terms of two $10,000 convertible promissory notes dated April 30, 2013.

The conversion rate was reduced from $0.01 per share and $0.005 per share, respectively, to $0.0015 per share.

On April 7, 2014, the Company terminated the Marketing Services Agreement Dated July 24, 2013 between the Company and Damon R Devitt to produce an infomercial for the Type2Defense product.

The Company acknowledges that the infomercial stated in the Marketing Services Agreement dated July 24, 2013 has been completed, but the Company does not desire to complete a media placement using the infomercial or use this infomercial for any benefit to the Company.

The Company has resolved to move in a different direction for marketing the Type2Defense product.

In addition, the Company acknowledges it owes Mr.

Devitt 7,500,000 S-8 shares for completing the infomercial, which must be adjusted for the Company’s 1 for 10 reverse split declared effective on February 26, 2014.

Thus, the Company issued 750,000 S-8 shares (7,500,000 / 10) to Mr.

Devitt at $.0151 per share on April 15, 2014.

On April 8, 2014, the Company appointed James Hodge as Chairman of the Company’s board of directors.

On April 8, 2014, in a special meeting of the board of directors, the board voted in favor of amending the Company’s Bylaws to decrease the number of members of the board of directors from three to one.

Gallagher and Metzger agreed to resign from the board and accept other duties for the Company as follows:

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 compensated 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.

Metzger, PhD, President, Chief Operating Officer and director resigned from the Company’s board of directors.

Metzger signed a twelve (12) month consulting agreement to continue as the Company’s President.

Metzger will receive Two Hundred and Fifty Thousand (250,000) unregistered shares of the Company’s common stock in consideration for prior services rendered to the Company.

In addition, the Company agreed to pay Mr.

Metzger $18,000 for the twelve month consulting period.

In lieu of cash, the Company will issue unregistered shares of the Company’s common stock at September 4, 2014 equal to $18,000 with a cap of 250,000 unregistered shares of the Company’s common stock which shall be determined based on the average closing price of the Company’s common stock, as publicly traded, during the last five (5) business days prior to September 8, 2014.

On April 8, 2014, the Company issued a $21,000 convertible note to an individual.

The loan bears interest at 8% and has a maturity date of October 8, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On April 21, 2014, the Company promoted Thomas Metzger PhD, President to Chief Executive Officer and Chief Financial Officer.

In addition, Peggy Knight, Executive Vice-President of Marketing was promoted to Chief Marketing Officer.

During April 2014, our former chief executive officer was re-issued 600,000 unregistered shares of the Company’s common stock which were canceled in January 2014 to satisfy a promissory note conversion request.

These shares were valued at $0.035 per share or $21,000.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 10 - SUBSEQUENT EVENTS (CONTINUED)

During April 2014, Thomas Metzger, our chief executive officer/chief financial officer was issued 250,000 unregistered shares of the Company’s common stock for compensation.

These shares were valued at $0.0151 per share or $3,375.

During April 2014, James Hodge, our chairman of the board of directors, was issued 250,000 unregistered shares of the Company’s common stock for joining the Company’s board.

These shares were valued at $0.0151 per share or $3,375.

During April 2014, Peggy Knight our chief marketing officer was issued 750,000 unregistered shares of the Company’s common stock for marketing compensation.

These shares were valued at $0.0151 per share or $11,325.

On May 8, 2014, the Company issued a $21,000 convertible note to an individual.

The loan bears interest at 8% and has a maturity date of November 8, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On May 28, 2014, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of November 28, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On June 23, 2014, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of December 23, 2014.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.

On June 27, 2014, the Company signed a one year consulting agreement with an individual to provide product marketing, endorsement and spokesperson services for the Company.

The agreement began on May 10, 2014 and expires on May 10, 2015.

The consultant will be compensated with 250,000 shares of the Company’s common stock.

As of July 15, 2014, the shares have not been issued.

In addition, the consultant may purchase 50,000 shares of the Company’s common stock at an exercise price of $.0005 per share each quarter ending May 10, 2015 (an aggregate of 150,000 shares).

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

What changed 10-Q

Item 1. Financial Statements