What changed in this filing

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Item 2. Management’s Discussion and Analysis

2014-08-12 compared with 2014-07-16 · 51 added, 26 removed, 161 unchanged (32% of the section changed)

18 unchanged sentences

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2013 together with notes thereto as previously filed with our Annual Report on Form 10-K on June 25, 2013.

In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31.

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

16 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.

28 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;

9 unchanged sentences

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.

On March 27, 2007, Bio-Solutions Corp.

11 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 September 30, 2013, 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.

During June 2013, we completed our initial production run of approximately 1,800 cases of our Type2Defense Product and launched our website.

11 unchanged sentences

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.

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.

Results of Operations

For the three months ended March 31, 2014 as compared to the three months ended March 31, 2013

We generated revenues of $47 for the three months ended March 31, 2014 compare to no revenues for the three months ended March 31, 2013.

For the three months ended June 30, 2014 as compared to the three months ended June 30, 2013

We generated revenues of $442 for the three months ended June 30, 2014 compare to no revenues for the three months ended June 30, 2013.

We hope to generate substantial revenues, continue operations and implement our business plan by September 30, 2014.

The Company’s focus for 2014 will be the launch of the Type 2 Defense dietary supplement.

We reported a gross loss of $8,842 for the three months ended June 30, 2014 compare to no gross loss for the three months ended June 30, 2013.

The gross loss includes a $7,972 inventory write down to market value of $15 per box.

Until the Company generates significant revenues, our revenue will not exceed the product and warehousing costs.

Operating Expenses

For the three months ended March 31.

2014, we had total operating expenses of $38,979, as compared to total operating expenses of $192,507 for the three months ended March 31.

The decrease of $153,528 or 80%, in operating expenses between the two periods is primarily due to an approximate $143,000 increase in professional fees paid for by the issuance of common stock, an approximate $6,000 increase for other professional fees and an approximate $4,000 increase in other general and administrative expenses.

For the three months ended June 30, 2014, we had total operating expenses of $71,346, as compared to total operating expenses of $285,566 for the three months ended June 30, 2013.

The decrease of $214,220 or 75%, in operating expenses between the two periods is primarily due to an approximate $244,000 decrease in professional fees paid for by the issuance of common stock offset by an $26,000 increase for other professional fees and $4,000 for the development of two new flavors for theType2Defense product.

We expect we will continue to incur significant legal and accounting expenses related to being a public company.

For the three months ended March 31, 2014, after interest expense of $6,473, we had a net loss of $46,405 or $0.00 per share.

In comparison, for the three months ended March 31, 2013, after interest expense of $43,189, we had a net loss of $235,696 or $0.02 per share.

For the three months ended June 30, 2014, after interest expense of $22,348, we had a net loss of $102,536 or $0.00 per share.

In comparison, for the three months ended June 30, 2013, after interest expense of $59,068, we had a net loss of $344,634 or $0.03 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the six months ended June 30, 2014 as compared to the six months ended June 30, 2013

We generated revenues of $489 for the six months ended June 30, 2014 compare to no revenues for the six months ended June 30, 2013.

We hope to generate substantial revenues, continue operations and implement our business plan by September 30, 2014.

The Company’s focus for 2014 will be the launch of the Type 2 Defense dietary supplement.

We reported a gross loss of $9,795 for the six months ended June 30, 2014 compare to no gross loss for the six months ended June 30, 2013.The gross loss includes a $7,972 inventory write down to market value of $15 per box.

Until the Company generates significant revenues, our revenue will not exceed the product and warehousing costs.

Operating Expenses

For the six months ended June 30, 2014, we had total operating expenses of $110,325, as compared to total operating expenses of $478,073 for the six months ended June 30, 2013.

The decrease of $367,748 or 77%, in operating expenses between the two periods is primarily due to an approximate $387,000 decrease in professional fees paid for by the issuance of common stock and $3.000 decrease in other general and administrative expenses offset by an $18,000 increase for other professional fees and $4,000 for the development of two new flavors for theType2Defense product.

We expect we will continue to incur significant legal and accounting expenses related to being a public company.

For the six months ended June 30, 2014, after interest expense of $28,821, we had a net loss of $148,942 or $0.01 per share.

In comparison, for the six months ended June 30, 2013, after interest expense of $102,257, we had a net loss of $580,330 or $0.05 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

Liquidity and Capital Resources

As of March 31.

2014 our current assets totaled $23,676 consisting of $23,676 of inventory.

Our current liabilities were $220,467 as of March 31.

2014, which was represented by accounts payable and accrued expenses of $165,279, short term loans of $6,000, short terms loans to related parties of $1,691, and convertible notes payable of $47,497.

We had no other liabilities and no long term commitments or contingencies as of March 31.

We had a working capital deficit of $196,791 at March 31.

As of June 30, 2014 our current assets totaled $15,602 consisting $472 of cash $15,130 of inventory.

Our current liabilities were $238,112 as of June 30, 2014, which was represented by accounts payable and accrued expenses of $156,652, short term loans of $7,710 and convertible notes payable of $73,750.

We had no other liabilities and no long term commitments or contingencies as of June 30, 2014.

We had a working capital deficit of $222,510 at June 30, 2014.

Unless we secure additional funding, of which there can be no assurance, we will not be able to satisfy our ongoing expenses.

11 unchanged sentences

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.

Our Plan of Operation for the Next Nine Months.

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

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 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 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.

Our Plan of Operation for the Next Six Months.

The first production run of our Type 2 Defense product was completed during June 2013.

8 unchanged sentences

Knight will head-up our Marketing efforts in 2014.

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

We will closely monitor our sales and determine at which point in time they will emerge from the development stage.

Our business strategy for the next twelve months will be to implement retail on-line sales of our Type2Defense product and increase our marketing efforts.

At March 31, 2014 we had nominal cash which will not be sufficient to satisfy our working capital requirements for the next twelve months.

At June 30, 2014 we had nominal cash which will not be sufficient to satisfy our working capital requirements for the next twelve months.

We cannot forecast with any degree of certainty anticipated revenues or cash flow.

21 unchanged sentences

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 2. Management’s Discussion and Analysis