What changed in this filing

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Item 2. Management’s Discussion and Analysis

2014-10-22 compared with 2014-08-12 · 73 added, 49 removed, 163 unchanged (43% of the section changed)

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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 June 30, 2014.

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

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

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

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.

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Revenue Recognition

The Company currently has minimal revenue.

The Company currently has nominal revenue from operations.

The Company uses the following criteria for revenue recognition:

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

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.

As of September 30, 2014, the Company had inventory of $12,857 comprise solely of the Type2Defense product.

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.

With the acquisition of the "Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC, the Company will discontinue manufacturing the Type2Defense product.

On March 27, 2007, Bio-Solutions Corp.

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The first sale was completed in July 2013.

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

With the launch of our website, we began generating nominal sales during July 2013.

Fulfillment will be handled by a third party fulfillment house.

We will likely require additional working capital to fully implement our business plan for 2014.

We have no commitment for additional funding.

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.

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

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.

BTB Management LLC was compensated with 15,000,000 unregistered shares of the Company’s common stock.

BTB is a Company owned by Murray Fleming, the Company’s CEO.

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.

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.

In June of 2013, we manufactured 1,764 cases of our first product Type2Defense.

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.

We do not intend to manufacture additional Type2Defense product

On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015.

Fleming was compensated with 15,000,000 unregistered shares of the Company’s common stock.

On October 1, 2014, Mr.

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.

Results of Operations

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.

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

We generated nominal revenues of $2,250 and $224 for the three months ended September 30, 2014 and 2013, respectively.

We hope to generate substantial revenues, continue operations and implement our business plan by February 29, 2015.

The Company’s focus for remainder of 2014 and 2015 will be the Glucose Health Natural Blood Sugar Maintenance dietary supplement.

Gross Profit (Loss)

We reported a gross profit of $133 for the three months ended September 30, 2014 compare to a gross loss of $12,851 for the three months ended September 30, 2013.

Until the Company generates significant revenues, we will not have substantial profits.

Operating 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.

For the three months ended September 30, 2014, we had total operating expenses of $64,203, as compared to total operating expenses of $220,208 for the three months ended September 30, 2013.

The decrease of $156,005 or 71%, in operating expenses between the two periods is primarily due to an approximate $160,000 decrease in professional fees paid for by the issuance of common stock and an approximate $3,000 decrease in other general and administrative expenses offset by an approximate $7,000 increase for other professional fees.

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

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.

For the three months ended September 30, 2014, after interest expense of $40,307, we had a net loss of $104,377 or $0.00 per share.

In comparison, for the three months ended September 30, 2013, after interest income of $107,492 and a $21,000 loss on conversion of debt, we had a net loss of $146,567 or $0.01 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.

For the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

We generated nominal revenues of $2,739 and $224 for the nine months ended September 30, 2014 and 2013, respectively.

We hope to generate substantial revenues, continue operations and implement our business plan by February 29, 2015.

The Company’s focus for remainder of 2014 and 2015 will be the Glucose Health Natural Blood Sugar Maintenance dietary supplement.

We reported a gross loss of $9,662 and $12,851 for the nine months ended September 30, 2014 and 2013, respectively.

The 2014 gross loss includes a $7,972 inventory write down to $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.

For the nine months ended September 30, 2014, we had total operating expenses of $174,529, as compared to total operating expenses of $698,281 for the nine months ended September 30, 2013.

The decrease of $523,752 or 75%, in operating expenses between the two periods is primarily due to an approximate $547,000 decrease in professional fees paid for by the issuance of common stock and an approximate $8,000 decrease in other general and administrative expenses offset by an $27,000 increase for other professional fees and $4,000 related to the Type2Defense 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.

For the nine months ended September 30, 2014, after interest expense of $69,128, we had a net loss of $253,319 or $0.01 per share.

In comparison, for the nine months ended September 30, 2013, after interest income of $5,235 and a $21,000 loss on conversion of debt, we had a net loss of $726,897 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 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.

As of September 30, 2014 our current assets totaled $14,203 consisting $879 of cash, $12,857 of inventory and $467 of prepaid expenses for legal fees.

Our current liabilities were $263,637 as of September 30, 2014, which was represented by accounts payable and accrued expenses of $146,561, short term loans of $7,728 and convertible notes payable of $109,348, net of debt discount of $36,435.

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

We had a working capital deficit of $249,434 at September 30, 2014.

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

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

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

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

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

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

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

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.

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

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

The first sale was completed in July 2013.

The product will sell for $24.95 per box.

Fulfillment will be handled by a third party fulfillment house.

On December 19, 2013, we hired Peggy Freeman Knight as our executive vice-president of marketing and chief marketing officer.

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

On September 3, 2014, the Company issued a $6,000 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of March 3, 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.

On September 3, 2014, the Company issued a $6,000 convertible note to the Company’s CEO.

The loan bears interest at 5% and has a maturity date of March 3, 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.

On October 1, 2014, the Company issued a $4,625 convertible note to an individual.

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.

On October 1, 2014, the Company issued a $4,625 convertible note to the Company’s CEO.

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.

On October 15, 2014, the Company issued a $3,600 convertible note to the Company’s CEO.

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.

Our Plan of Operation for the Next Twelve Months.

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.

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.

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.

In June of 2013, we manufactured 1,764 cases of our first product Type2Defense.

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.

We do not intend to manufacture additional Type2Defense product.

The first production run of our Glucose Health Natural Blood Sugar Maintenance products is expected during the quarter ended March 31, 2015.

Peggy Freeman Knight, our executive vice-president of marketing and chief marketing officer will be responsible for our marketing efforts in 2014 and 2015.

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

and Sam’s Club.

Knight will head-up our Marketing efforts in 2014.

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

At September 30, 2014 we had nominal cash and revenues, 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.

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If we cannot secure additional capital or generate significant revenues we may cease operations in which case you will lose your investment.

We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer, directors and principal shareholders.

We intend to pursue capital through public or private financing as well as borrowings and from other sources, such as our officer, directors and principal shareholders.

We cannot guarantee that additional funding will be available on favorable terms, if at all.

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Even assuming that we secure adequate financing, there can be no assurance that we will be profitable at any time in the future.

During 2014, we expect to expand our business with Type2Defense product.

The legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses.

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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