What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2014-08-12 compared with 2014-07-16 · 160 added, 146 removed, 620 unchanged (33% of the section changed)

4 unchanged sentences

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.

The results for the three and six months ended June 30, 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.

2 unchanged sentences

CONDENSED BALANCE SHEETS

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

JUNE 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013

CURRENT ASSETS

9 unchanged sentences

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

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

Common stock, $0.001 par value, 200,000,000 shares authorized, 24,078,003 and 18,872,777 shares issued and outstanding as of

June 30, 2014 and December 31, 2013, respectively (1)

Additional paid in capital

2 unchanged sentences

Accumulated deficit

Deficit accumulated during the development stage

Accumulated other comprehensive loss

4 unchanged sentences

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

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

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

JUNE 30, 2014

JUNE 30, 2013

JUNE 30, 2014

JUNE 30, 2013

COST OF REVENUES

1 unchanged sentence

Professional fees/stock based compensation

Amortization expense and impairment

General and administrative

3 unchanged sentences

Interest income (expense)

Loss on conversion of debt

Total other expense

LOSS BEFORE INCOME TAXES

LOSS BEFORE IMCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

1 unchanged sentence

NET LOSS PER SHARE - BASIC AND DILUTED

STATEMENT OF COMPREHENSIVE LOSS

Currency translation gains (losses)

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.

1 unchanged sentence

BIO-SOLUTIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

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

MARCH 31, 2014

MARCH 31, 2013

MARCH 31, 2014

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

JUNE 30, 2014

JUNE 30, 2013

OPERATING ACTIVITIES:

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

Impairment expense

Inventory write down

Common stock issued for services

Beneficial Conversion Feature of Notes Payable

Loss on coversion of debt

Change in assets and liabilities

(Increase) decrease in inventory

(Increase) decrease in prepaids

Increase (decrease) in accounts payable and accrued expenses

3 unchanged sentences

Proceeds from notes and loans payable

Principal payments on notes and loans payable

Net cash provided by financing activities

Effect of exchange rates on cash

NET INCREASE (DECREASE) IN CASH

3 unchanged sentences

Conversion of notes payable and accrued interest to common stock

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

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

Conversion of liability to common stock

Stock to be issued

Acquisition of intellectual property of Type2 Defense for common shares

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

18 unchanged sentences

During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.

The Company elected to enter the development stage on October 1, 2011.

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

2 unchanged sentences

The first sale was completed in July 2013.

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.

5 unchanged sentences

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.

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

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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.

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.

On July 22, 2014, Thomas Metzger PhD, Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer resigned from the Company to pursue other interests.

In addition, James Hodge, Chairman of the Board of Directors was appointed interim Chief Executive Officer and Chief Financial Officer.

Going Concern

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 Company has not generated significant revenues since inception and has generated losses totaling $5,050,662 since inception 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.

20 unchanged sentences

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

1 unchanged sentence

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:

96 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 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, 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.

During October 2011, the Company abandoned its former operations to focus solely on the Type 2 Defense product.

All inventories from the former products were written off as of October 1, 2011.

The 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 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 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.

Use of Estimates

2 unchanged sentences

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

Currency Translation

The Company no longer operates in Canada.

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.

Comprehensive Income (Loss)

3 unchanged sentences

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

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

There were no cash equivalents as of June 30, 2014 and December 31, 2013.

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

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

24 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

13 unchanged sentences

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:

The Company currently has minimal revenue.

The Company uses the following criteria for revenue recognition:

Persuasive evidence of an arrangement exists;

11 unchanged sentences

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

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.

At June 30, 2014, the total shares issuable upon conversion of convertible notes payable would be approximately 17,632,000 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 March 31, 2014, the Company had inventory of $23,676 comprise solely of the Type2Defense product.

As of June 30, 2014, the Company had inventory of $15,130 comprise solely of the Type2Defense product.

On April 1, 2014, the Company wrote down the inventory value to the market value of $15 per box.

A charge of $7,972 was recorded in the accompanying condensed statement of operations.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

8 unchanged sentences

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.

Recent Issued Accounting Standards Not Adopted

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

2 unchanged sentences

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.

The Company is adopted this accounting standard at June 30, 2014.

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

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

36 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

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

33 unchanged sentences

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.

As of August 12, 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 the consultant has earned an additional 60,000 shares at $0.0145 per share or $870.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 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.

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.

During April 2014, Thomas E.

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 July 22, 2014, Mr.

Metzger resigned from the Company and the board approved issuing Mr Metzger 250,000 shares due September 4, 2014 according to the April 2014 agreement in July 2014.

During April 2014, the Company’s 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.

During April 2014, Thomas Metzger, the Company’s former 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 $3,775.

During April 2014, James Hodge, the Company’s 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 $3,775.

In addition, the Company agreed to pay Mr.

Hodge $4,500 per quarter for the twelve month consulting period and aggregate of $18,000.

In lieu of cash, the Company will issue unregistered shares of the Company’s common stock starting June 30, 2014 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 the last day of each calendar quarter.

During April 2014, Peggy Knight the Company’s 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 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.

These shares were issued in July 2014.

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).

On June 30, 2014, James Hodge, the Company’s chairman of the board of directors, earned 346,154 shares of the Company’s restricted common stock for service to the Company.

These shares were valued at $0.013 per share or $4,500.

These shares were earned in accordance to Mr.

Hodge’s April 2014 twelve month consulting agreement.

The shares were issued in July 2014.

As of June 30, 2014, the Company has 24,078,003 shares of common stock issued and outstanding.

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

NOTE 4 - SHORT-TERM LOANS

On August 18, 2011, a former related party advanced $1,500 to the Company.

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

The unpaid balance including accrued interest was $1,710 and $1,672 at June 30, 2014 and December 31, 2013, respectively.

This noted is included as short-term loans on the accompanying condensed balance sheet.

On January 25, 2013, the Company issued a $12,000 promissory note to an individual.

5 unchanged sentences

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

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

NOTE 5 - SHORT-TERM LOANS - RELATED PARTY

On August 18, 2011, a related party advanced $1,500 to the Company.

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

The unpaid balance including accrued interest was $1,691 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.

The unpaid balance was $6,000 at June 30, 2014 and December 31, 2013.

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

NOTE 5 - CONVERTIBLE NOTES PAYABLE

6 unchanged sentences

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.

The unpaid balance including accrued interest was $3,204 and $3,016 at June 30, 2014 and December 31, 2013, respectively.

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

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

22 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

21 unchanged sentences

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.

The unpaid balance of accrued interest was $328 at June 30, 2014 and December 31, 2013.

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

23 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

33 unchanged sentences

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 unpaid balance including accrued interest was $6,839 and $6,676 at June 30, 2014 and December 31, 2013, respectively.

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

5 unchanged sentences

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 unpaid balance including accrued interest was $6,547 and $6,391 at June 30, 2014 and December 31, 2013, respectively.

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

5 unchanged sentences

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 unpaid balance including accrued interest was $6,839 and $6,676 at June 30, 2014 and December 31, 2013, respectively.

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

6 unchanged sentences

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 unpaid balance including accrued interest was $9,627 and $12,839 at June 30, 2014 and December 31, 2013, respectively.

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

5 unchanged sentences

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 unpaid balance including accrued interest was $10,875 and $10,208 at June 30, 2014 and December 31, 2013, respectively.

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

5 unchanged sentences

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.

The unpaid balance including accrued interest was $3,084 and $3,009 at June 30, 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 $5,000 convertible note to an individual.

4 unchanged sentences

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 unpaid balance including accrued interest was $5,139 and $5,014 at June 30, 2014 and December 31, 2013, respectively.

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

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.

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 $21,000, and was recorded as debt discount.

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

The unpaid balance including accrued interest was $21,420 at June 30, 2014.

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.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $14,538, and was recorded as debt discount.

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

The unpaid balance including accrued interest was $21,280 at June 30, 2014.

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.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,538, and was recorded as debt discount.

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

The unpaid balance including accrued interest was $10,042 at June 30, 2014.

NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)

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.

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 is amortized through the term of the note.

The individual contributed $5,000 in June 2014 and $5,000 in July 2014.

The unpaid balance was $5,000 at June 30, 2014.

As of June 30, 2014, the total short-term loans - convertible amounted to $110,224 which includes $5,002 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 expense on the debt discount of $5,667 and $42,074 for the three months ended March 31, 2014 and March 31, 2013, respectively.

The Company recorded interest expense on the debt discount of $19,935 and $57,754 for the three months ended June 30, 2014 and June 30, 2013, respectively $25,602 and $121,266 for the six months ended June 30, 2014 and June 30, 2013, respectively in the accompanying condensed statement of operations.

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.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 6 - 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.

The Company generated minimal sales during the three and six months ended June 30, 2014 and no sales during the three and six months ended June 30, 2013.

NOTE 7 - INTELLECTUAL PROPERTY

14 unchanged sentences

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.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2014 AND 2013 (UNAUDITED)

NOTE 8 - FAIR VALUE MEASUREMENTS

12 unchanged sentences

Instruments with primarily unobservable value drivers.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013 (UNAUDITED)

NOTE 9 - SUBSEQUENT EVENTS

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 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.

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.

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.

On July 7, 2014, the Company signed a consulting agreement with an individual to provide website services for the Company.

The agreement began on July 1, 2014 and expires on August 1, 2015.

The consultant will be compensated with 3,000,000 shares of the Company’s common stock.

The shares were issued in July 2014 and valued at $69,000 or $0.023 per share.

On July 11, 2014, the Company issued a $10,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of January 11, 2015.

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.

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

The amount totaled $4,103 including accrued interest was converted into 820,606 unregistered shares of the Company’s common stock at $0.005 per share.

On July 22, 2014, Thomas Metzger PhD, Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer resigned from the Company to pursue other interests.

In addition, James Hodge, Chairman of the Board of Directors was appointed interim Chief Executive Officer and Chief Financial Officer.

Per board consent signed July 22, 2014, the 250,000 unregistered shares of the Company’s common stock due to Mr.

Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued in July 2014.

On August 4, 2014, the Company issued an $8,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of February 4, 2015.

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.

On August 4, 2014, the Company issued an $8,000 convertible note to a second individual.

The loan bears interest at 5% and has a maturity date of February 4, 2015.

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).

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2014 AND 2013 (UNAUDITED)

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