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.
−Removed: 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.
+Added: The results for the three and nine months ended September 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.
BIO-SOLUTIONS CORP.
−Removed: (A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
−Removed: JUNE 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013
+Added: SEPTEMBER 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013
+Added: SEPTEMBER 30,
CURRENT ASSETS
+Added: Prepaid expenses
Total current assets
8 unchanged sentences
STOCKHOLDERS' DEFICIT
−Removed: Common stock, $0.001 par value, 200,000,000 shares authorized, 24,078,003 and 18,872,777 shares issued and outstanding as of
−Removed: June 30, 2014 and December 31, 2013, respectively (1)
+Added: Common stock, $0.001 par value, 200,000,000 shares authorized,
+Added: 29,922,271 and 18,872,777 shares issued and outstanding as of
+Added: September 30, 2014 and December 31, 2013, respectively (1)
Additional paid in capital
9 unchanged sentences
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013
−Removed: JUNE 30, 2014
−Removed: JUNE 30, 2013
−Removed: JUNE 30, 2014
−Removed: JUNE 30, 2013
+Added: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
+Added: SEPTEMBER 30, 2014
+Added: SEPTEMBER 30, 2013
+Added: SEPTEMBER 30, 2014
+Added: SEPTEMBER 30, 2013
COST OF REVENUES
+Added: GROSS PROFIT (LOSS)
OPERATING EXPENSES
5 unchanged sentences
Interest income (expense)
+Added: Loss on conversion of debt
Total other expense
7 unchanged sentences
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013
−Removed: JUNE 30, 2014
−Removed: JUNE 30, 2013
+Added: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
+Added: SEPTEMBER 30, 2014
+Added: SEPTEMBER 30, 2013
OPERATING ACTIVITIES:
3 unchanged sentences
Beneficial Conversion Feature of Notes Payable
+Added: Loss on conversion of debt
Change in assets and liabilities
(Increase) decrease in inventory
−Removed: Increase (decrease) in accounts payable and accrued expenses
+Added: (Increase) in prepaids
+Added: Increase in accounts payable and accrued expenses
Total adjustments
8 unchanged sentences
Conversion of notes payable and accrued interest to common stock
−Removed: Cancellation for 600,000 shares of common stock to settle liabilities
+Added: Cancellation for 600,000 shares if common stock to settle liabilities
Conversion of liability to common stock
3 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
22 unchanged sentences
The first sale was completed in July 2013.
+Added: Since the Company generated nominal revenues from our Type2Defense product in the fiscal year ended December 31, 2013, the Company elected to declare the $200,000 intellectual property for Type2Defense, recorded as other intangible assets, as impaired at December 31, 2013.
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.
7 unchanged sentences
On April 8, 2014, the Company appointed James Hodge as Chairman of the Company’s board of directors.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: 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.
4 unchanged sentences
In addition, James Hodge, Chairman of the Board of Directors was appointed interim Chief Executive Officer and Chief Financial Officer.
+Added: On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC.
+Added: BTB Management LLC was compensated with 15,000,000 unregistered shares of the Company’s common stock.
+Added: BTB is a Company owned by Murray Fleming, the Company’s CEO.
+Added: Although we intend to market our new Glucose Health product on Amazon.com, our principal marketing focus will be channel sales through national and regional pharmacy retailers.
+Added: In this regard, we retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations necessary, in part, to achieve such channel sales, to assist us.
+Added: In June of 2013, we manufactured 1764 cases of our first product Type2Defense.
+Added: As of the current period, our remaining inventory of Type2 Defense product on-hand is -0- and remaining inventory placed with our channel sales partner is 858 cases.
+Added: We do not intend to manufacture additional Type2Defense product.
+Added: On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015.
+Added: Fleming was compensated with 15,000,000 unregistered shares of the Company’s common stock.
+Added: On October 1, 2014, Mr.
+Added: Fleming beneficially owned 30,000,000 shares or 50.1% of the outstanding shares of the Company’s common stock which resulted in a change in control of the Company.
Going Concern
5 unchanged sentences
These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
−Removed: The Company estimates that they will need a $300,000 capital infusion to continue operations through the end of 2014.
+Added: The Company estimates it will require $90,000 in total capital for its operations for Fiscal 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.
−Removed: The terms of equity that may be raised may not be on terms acceptable by the Company.
−Removed: If adequate funds cannot be raised outside of the Company, the Company’s officer and directors may need to contribute funds to sustain operations.
+Added: The terms of equity that may be raised may not be on terms deemed acceptable by the Company.
+Added: Therefore, if adequate funds cannot be raised from outside of the Company, the Company’s officers and director may need to contribute funds to sustain operations.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 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.
−Removed: 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:
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Misstatements on previously issued financial statements:
96 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
8 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.
−Removed: There were no cash equivalents as of June 30, 2014 and December 31, 2013.
+Added: There were no cash equivalents as of September 30, 2014 and December 31, 2013.
The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
4 unchanged sentences
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.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: 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.
6 unchanged sentences
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.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
We make critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.
13 unchanged sentences
ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company accounts for income taxes utilizing the liability method of accounting.
11 unchanged sentences
The Company is currently not under examination by any other tax jurisdictions for any tax year.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
14 unchanged sentences
The Company has not issued any options or warrants to date.
−Removed: 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.
+Added: At September 30, 2014, the total shares issuable upon conversion of convertible notes payable would be approximately 23,219,000 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.
−Removed: As of June 30, 2014, the Company had inventory of $15,130 comprise solely of the Type2Defense product.
−Removed: On April 1, 2014, the Company wrote down the inventory value to the market value of $15 per box.
+Added: As of September 30, 2014, the Company had inventory of $12,857 comprise solely of the Type2Defense product.
+Added: On April 1, 2014, the Company wrote down the inventory value to $15 per box.
A charge of $7,972 was recorded in the accompanying condensed statement of operations.
+Added: With the acquisition of the "Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC, the Company will discontinue manufacturing the Type2Defense product.
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Issued Accounting Standards
−Removed: In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350):
−Removed: Testing Indefinite-Lived Intangible Assets for Impairment, on testing for indefinite-lived intangible assets for impairment.
−Removed: The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights.
−Removed: The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low.
−Removed: The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value.
−Removed: The amendments to U.S.
−Removed: GAAP will be effective for fiscal years starting after September 15, 2012.
−Removed: The Company’s adoption of this accounting guidance does not have a material impact on the financial statements and related disclosures.
On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915).
22 unchanged sentences
The shares were issued on March 8, 2013.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: 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.
2 unchanged sentences
During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 442,617 unregistered shares of the Company’s common stock at $0.07 per share.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
During February 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.
31 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
29 unchanged sentences
The amount totaled $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock.
2 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.
−Removed: 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.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
+Added: As of September 30, 2014, the Company issued 150,000 unregistered shares of the Company’s common stock which were valued at $0.014 per share or $2,109 and the consultant has earned an additional 30,000 shares at $0.0124 per share or $372.
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.
30 unchanged sentences
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).
+Added: NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
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.
3 unchanged sentences
The shares were issued in July 2014.
−Removed: As of June 30, 2014, the Company has 24,078,003 shares of common stock issued and outstanding.
+Added: On July 7, 2014, the Company signed a consulting agreement with an individual to provide website services for the Company.
+Added: The agreement began on July 1, 2014 and expires on August 1, 2015.
+Added: The consultant will be compensated with 3,000,000 shares of the Company’s common stock.
+Added: The shares were issued in July 2014 and valued at $69,000 or $0.023 per share.
+Added: During July 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.
+Added: 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.
+Added: 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.
+Added: Per board consent signed July 22, 2014, the 250,000 unregistered shares of the Company’s common stock due to Mr.
+Added: Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued in July 2014.
+Added: During August 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $3,059 including accrued interest was converted into 611,754 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During September 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $2,529 including accrued interest was converted into 505,754 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: On September 30, 2014, James Hodge, the Company’s chairman of the board of directors, earned 750,000 shares of the Company’s restricted common stock for service to the Company.
+Added: These shares were valued at $0.006 per share or $4,500.
+Added: These shares were earned in accordance to Mr.
+Added: Hodge’s April 2014 twelve month consulting agreement.
+Added: The shares have not been issued as of October 21, 2014.
+Added: As of September 30, 2014, the Company had 29,922,271 shares of common stock issued and outstanding.
The Company has not issued any options or warrants to date.
−Removed: NOTE 4 - SHORT-TERM LOANS
+Added: NOTE 4 - NOTES PAYABLE
+Added: September 30,
+Added: Short – Term Loans (Including accrued interest of $228 and $0 as of September 30, 2014 and December 31, 2013, respectively) (A)
+Added: Short – Term Loans – Related Party (Including accrued interest of $0 and $172 as of September 30, 2014 and December 31, 2013, respectively)
+Added: Short – Term Loans – Convertible (Including accrued interest of $6,061 and $2,821 as of September 30, 2014 and December 31, 2013, respectively and net of debt discount of $9,000 and $36,435 at September 30, 2014 and at December 31, 2013, respectively) (B)
+Added: (A) 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.
−Removed: The unpaid balance including accrued interest was $1,710 and $1,672 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $1,728 and $1,672 at September 30, 2014 and December 31, 2013, respectively.
This noted is included as short-term loans on the accompanying condensed balance sheet.
6 unchanged sentences
The fair market value on the date of conversion was $0.045 per share.
−Removed: The unpaid balance was $6,000 at June 30, 2014 and December 31, 2013.
+Added: The unpaid balance was $6,000 at September 30, 2014 and December 31, 2013.
This note is included as short - term loans on the accompanying condensed balance sheet.
−Removed: NOTE 5 - CONVERTIBLE NOTES PAYABLE
+Added: (B) Short – Term Loans – Convertible
On April 20, 2012, the Company issued a $2,500 convertible note to an individual.
5 unchanged sentences
The debt discount was amortized through the term of the note.
−Removed: The unpaid balance including accrued interest was $3,204 and $3,016 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $3,297 and $3,016 at September 30, 2014 and December 31, 2013, respectively.
The Company is not compliant with the repayment terms of the note and currently in default.
7 unchanged sentences
During June 2013, the Company paid the principal balance of $2,600 to the Company’s former CEO.
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
On July 18, 2012, the Company issued a $30,000 convertible note to an individual.
12 unchanged sentences
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.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
On October 19, 2012, the Company issued a $10,000 convertible note to an individual.
20 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.
−Removed: The unpaid balance of accrued interest was $328 at June 30, 2014 and December 31, 2013.
+Added: The unpaid balance of accrued interest was $328 at September 30, 2014 and December 31, 2013.
On January 30, 2013, the Company issued a $7,500 convertible note to an individual.
5 unchanged sentences
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.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
On February 20, 2013, the Company issued a $7,500 convertible note to an individual.
14 unchanged sentences
The unpaid balance including accrued interest was $13,021 at December 31, 2013.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
On April 30, 2013, the Company issued a $10,000 convertible note to an individual.
16 unchanged sentences
Since the note was past due and in default, the debt discount was recognized as interest expense on the date of modification.
+Added: BIO-SOLUTIONS CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
On May 27, 2013, the Company issued a $12,500 convertible note to an individual.
6 unchanged sentences
The conversion rate was reduced from $0.05 per share to $0.015 per share.
−Removed: 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.
+Added: 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 to fully satisfy the promissory note.
The unpaid balance including accrued interest was $12,865 at December 31, 2013.
5 unchanged sentences
The debt discount was amortized through the term of the note.
−Removed: The unpaid balance including accrued interest was $6,839 and $6,676 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $6,920 and $6,676 at September 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.
−Removed: The unpaid balance including accrued interest was $6,547 and $6,391 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $6,624 and $6,391 at September 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.
−Removed: The unpaid balance including accrued interest was $6,839 and $6,676 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $6,920 and $6,676 at September 30, 2014 and December 31, 2013, respectively.
The Company is not compliant with the repayment terms of the note and currently in default.
+Added: On June 18, 2013, the Company issued a $12,500 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of December 18, 2013.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The debt discount was amortized through the term of the note.
+Added: During March 2014, $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During July 2014, $4,103 including accrued interest was converted into 820,606 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During August 2014, $3,059 including accrued interest was converted into 611,754 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During September 2014, $2,529 including accrued interest was converted into 505,754 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
+Added: The unpaid balance including accrued interest was $12,839 at December 31, 2013.
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
−Removed: NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
On June 18, 2013, the Company issued a $12,500 convertible note to an individual.
5 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.
−Removed: The unpaid balance including accrued interest was $9,627 and $12,839 at June 30, 2014 and December 31, 2013, respectively.
−Removed: The Company is not compliant with the repayment terms of the note and currently in default.
+Added: During July 2014, $4,103 including accrued interest was converted into 820,606 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During August 2014, $3,059 including accrued interest was converted into 611,754 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During September 2014, $2,529 including accrued interest was converted into 505,754 unregistered shares of the Company’s common stock at $0.005 per share to fully satisfy the promissory note.
+Added: The unpaid balance including accrued interest was $12,839 at December 31, 2013.
On August 2, 2013, the Company issued a $10,000 convertible note to an individual.
4 unchanged sentences
The debt discount was amortized through the term of the note.
−Removed: The unpaid balance including accrued interest was $10,875 and $10,208 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $11,250 and $10,208 at September 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.
−Removed: The unpaid balance including accrued interest was $3,084 and $3,009 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $3,122 and $3,009 at September 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.
−Removed: The unpaid balance including accrued interest was $5,139 and $5,014 at June 30, 2014 and December 31, 2013, respectively.
+Added: The unpaid balance including accrued interest was $5,202 and $5,014 at September 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.
−Removed: The unpaid balance including accrued interest was $21,420 at June 30, 2014.
+Added: The unpaid balance including accrued interest was $21,840 at September 30, 2014.
+Added: The Company is not compliant with the repayment terms of the note and currently in default.
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
On May 8, 2014, the Company issued a $21,000 convertible note to an individual.
4 unchanged sentences
The debt discount is amortized through the term of the note.
−Removed: The unpaid balance including accrued interest was $21,280 at June 30, 2014.
+Added: The unpaid balance including accrued interest was $21,700 at September 30, 2014.
On May 28, 2014, the Company issued a $10,000 convertible note to an individual.
4 unchanged sentences
The debt discount is amortized through the term of the note.
−Removed: The unpaid balance including accrued interest was $10,042 at June 30, 2014.
−Removed: NOTE 5 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
+Added: The unpaid balance including accrued interest was $10,167 at September 30, 2014.
On June 23, 2014, the Company issued a $10,000 convertible note to an individual.
5 unchanged sentences
The individual contributed $5,000 in June 2014 and $5,000 in July 2014.
−Removed: The unpaid balance was $5,000 at June 30, 2014.
−Removed: As of June 30, 2014, the total short-term loans - convertible amounted to $110,224 which includes $5,002 of accrued interest.
+Added: The unpaid balance was $10,125 at September 30, 2014.
+Added: On July 11, 2014, the Company issued a $10,000 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of January 11, 2015.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The debt discount is amortized through the term of the note.
+Added: The unpaid balance was $10,104 at September 30, 2014.
+Added: On August 4, 2014, the Company issued an $8,000 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of February 4, 2015.
+Added: 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.
+Added: 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.
+Added: The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,000, and was recorded as debt discount.
+Added: The debt discount is amortized through the term of the note.
+Added: The unpaid balance was $8,067 at September 30, 2014.
+Added: On August 4, 2014, the Company issued an $8,000 convertible note to the Company’s CEO.
+Added: The loan bears interest at 5% and has a maturity date of February 4, 2015.
+Added: 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.
+Added: 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.
+Added: The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,000, and was recorded as debt discount.
+Added: The debt discount is amortized through the term of the note.
+Added: The unpaid balance was $8,067 at September 30, 2014.
+Added: On September 3, 2014, the Company issued a $6,000 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of March 3, 2015.
+Added: 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.
+Added: 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.
+Added: The fair value of the conversion option in connection with the note on the date of issuance aggregated $6,000, and was recorded as debt discount.
+Added: The debt discount is amortized through the term of the note.
+Added: The unpaid balance was $6,025 at September 30, 2014.
+Added: NOTE 4 - NOTES PAYABLE (CONTINUED)
+Added: On September 3, 2014, the Company issued a $6,000 convertible note to the Company’s CEO.
+Added: The loan bears interest at 5% and has a maturity date of March 3, 2015.
+Added: 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.
+Added: 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.
+Added: The fair value of the conversion option in connection with the note on the date of issuance aggregated $6,000, and was recorded as debt discount.
+Added: The debt discount is amortized through the term of the note.
+Added: The unpaid balance was $6,025 at September 30, 2014.
+Added: As of September 30, 2014, the total short-term loans - convertible amounted to $145,783 which includes $6,061 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.
−Removed: 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.
+Added: The Company recorded interest expense on the debt discount of $38,039 and interest income of $108,666 for the three months ended September 30, 2014 and September 30, 2013, respectively, and the Company recorded interest expense on the debt discount of $63,641 and interest income of $8,838 for the nine months ended September 30, 2014 and September 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).
NOTE 5 - MAJOR CUSTOMERS
−Removed: 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.
+Added: The Company generated minimal sales during the three and nine months ended September 30, 2014 and during the three and nine months ended September 30, 2013.
NOTE 6 - INTELLECTUAL PROPERTY
11 unchanged sentences
The shares were valued at $0.15 per share or $75,000 and included as stock based compensation in the accompanying statement of operation.
−Removed: 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.
−Removed: All assets other than the intellectual property had a fair value of $0, with the intellectual property was valued at $200,000.
−Removed: 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.
+Added: As of September 30, 2014 the agreement provisions for reaching 1,500 customers for 440,000 shares of the Company’s common stock has not been achieved.
+Added: All assets other than the intellectual property had a fair value of $0, with intellectual property valued at $200,000.
+Added: Since the Company generated nominal revenues from our Type2Defense product in the fiscal year ended December 31, 2013, the Company elected to declare the $200,000 intellectual property for Type2Defense, recorded as other intangible assets, as impaired at December 31, 2013.
BIO-SOLUTIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2014 AND 2013 (UNAUDITED)
+Added: SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)
NOTE 7 - FAIR VALUE MEASUREMENTS
13 unchanged sentences
NOTE 8 - SUBSEQUENT EVENTS
−Removed: On July 7, 2014, the Company signed a consulting agreement with an individual to provide website services for the Company.
−Removed: The agreement began on July 1, 2014 and expires on August 1, 2015.
−Removed: The consultant will be compensated with 3,000,000 shares of the Company’s common stock.
−Removed: The shares were issued in July 2014 and valued at $69,000 or $0.023 per share.
−Removed: On July 11, 2014, the Company issued a $10,000 convertible note to an individual.
−Removed: The loan bears interest at 5% and has a maturity date of January 11, 2015.
+Added: On October 1, 2014, the Company issued a $4,625 convertible note to an individual.
+Added: The loan bears interest at 5% and has a maturity date of April 1, 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 $.005 per share.
−Removed: During July 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.
−Removed: 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.
−Removed: 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.
−Removed: In addition, James Hodge, Chairman of the Board of Directors was appointed interim Chief Executive Officer and Chief Financial Officer.
−Removed: Per board consent signed July 22, 2014, the 250,000 unregistered shares of the Company’s common stock due to Mr.
−Removed: Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued in July 2014.
−Removed: On August 4, 2014, the Company issued an $8,000 convertible note to an individual.
−Removed: The loan bears interest at 5% and has a maturity date of February 4, 2015.
+Added: On October 1, 2014, the Company issued a $4,625 convertible note to the Company’s CEO.
+Added: The loan bears interest at 5% and has a maturity date of April 1, 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 $.005 per share.
−Removed: On August 4, 2014, the Company issued an $8,000 convertible note to a second individual.
−Removed: The loan bears interest at 5% and has a maturity date of February 4, 2015.
+Added: On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC.
+Added: BTB Management LLC was compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $0.0076 per share or $114,000.
+Added: BTB is a Company owned by Murray Fleming, the Company’s CEO.
+Added: On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015.
+Added: Fleming was compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $0.0076 per share or $114,000.
+Added: On October 1, 2014, Mr.
+Added: Fleming beneficially owned 30,000,000 shares or 50.1% of the outstanding shares of the Company’s common stock which resulted in a change in control of the Company.
+Added: On October 8, 2014, the Company issued 210,000 unregistered shares of the Company’s common stock which were valued at $0.0077 per share or $1,623 to fully satisfy a March 2014 agreement with a firm providing strategic business development activities for the Company.
+Added: According to the March agreement, the firm was to 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.
+Added: As of October 21, 2014, the Company has issued an aggregate of 360,000 unregistered shares of the Company’s common stock to the firm satisfying the agreement, which was valued at $0.01 per share or $3,732.
+Added: On October 15, 2014, the Company issued a $3,600 convertible note to the Company’s CEO.
+Added: The loan bears interest at 5% and has a maturity date of April 15, 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 $.004 per share.
−Removed: BIO-SOLUTIONS CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: 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.