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Item 1. Financial Statements

2015-05-19 compared with 2014-10-22 · 171 added, 691 removed, 172 unchanged (83% 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 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.

CONDENSED BALANCE SHEETS

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

SEPTEMBER 30,

The results for the three months ended March 31, 2015 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, 2014 filed with the Securities and Exchange Commission on March 30, 2015.

GLUCOSE HEALTH INC.

BALANCE SHEETS

CURRENT ASSETS

Due from affiliate

Prepaid expenses

Total current assets

Intellectual assets, net of accumulated

amortization of $0 and $0, respectively

LIABILITIES AND STOCKHOLDERS' DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

Short - term loans

Short - term loans - related parties

Short - term loans - convertible

Notes payable

Note payable, related party

Convertible notes payable, related parties

Convertible notes payable

Total current liabilities

TOTAL LIABILITIES

COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Preferred stock, $ no par value, 1,000 shares authorized,

1,000 and -0- shares issued and outstanding as of

March 31, 2015 and December 31, 2014, respectively

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

1,778,081 and 1,309,825 shares issued and outstanding as of

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

March 31, 2015 and December 31, 2014, respectively (1)

Additional paid in capital

Stock to be issued

Stock subscription

Deferred compensation

Accumulated deficit

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders' deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

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

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

BIO-SOLUTIONS CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

SEPTEMBER 30, 2014

SEPTEMBER 30, 2013

SEPTEMBER 30, 2014

SEPTEMBER 30, 2013

______________

(1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014.

See notes to the unaudited financial statements

GLUCOSE HEALTH INC.

STATEMENTS OF OPERATIONS

COST OF REVENUES

GROSS PROFIT (LOSS)

Cost of revenues

Total Cost of Revenues

GROSS INCOME/(LOSS)

OPERATING EXPENSES

Professional fees/stock based compensation

General and administrative

3 unchanged sentences

Interest income (expense)

Loss on conversion of debt

Total other expense

3 unchanged sentences

NET LOSS PER SHARE - BASIC AND DILUTED

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

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

BIO-SOLUTIONS CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

SEPTEMBER 30, 2014

SEPTEMBER 30, 2013

(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 and 50 to 1 reverse split, which was effective in November 2014.

See notes to the unaudited financial statements

GLUCOSE HEALTH INC.

STATEMENTS OF CASH FLOWS

OPERATING ACTIVITIES:

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

Inventory write down

Common stock issued for services

Amortization of note discount

Beneficial conversion feature of notes payable

Loss on conversion of debt

Change in assets and liabilities:

(Increase) decrease in loans and advances

(Increase) decrease in inventory

(Increase) in prepaids

Decrease in prepaid expenses

Increase in accounts payable and accrued expenses

9 unchanged sentences

Conversion of notes payable and accrued interest to common stock

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

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

Conversion of liability to common stock

Acquisition of intellectual property of Type2 Defense for common shares

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

See notes to the unaudited financial statements

GLUCOSE HEALTH INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

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

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

1 unchanged sentence

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

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

On March 27, 2007, Bio-Solutions Corp.

(the “Company”) was incorporated in the State of Nevada.

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

On March 27, 2007, Glucose Health, Inc.

Bio-Solutions Corp.) was incorporated in the State of Nevada.

The Company was a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.

1 unchanged sentence

GreenEx™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of malaria.

GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants.

On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000.

1 unchanged sentence

All shares have been reflected retroactively in accordance with SAB Topic 14C.

On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics.

On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for consumers informed of the dangers of Type 2 diabetes.

During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product.

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The first production run of the Company’s Type2 Defense product was completed during June 2013.

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

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

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

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

The first sale was completed in July 2013.

7 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 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.

The effective date of the above corporate action was February 26, 2014.

On April 8, 2014, the Company appointed James Hodge 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.

William Gallagher and Thomas Metzger Ph.D.

agreed to resign from the board and accept other duties for the Company.

On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.

In addition, Peggy Knight was appointed Chief Marketing Officer.

On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer, Chief Financial Officer, resigned from the Company.

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 1764 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 300,000 unregistered shares of the Company’s common stock.

On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from a company beneficially owned by Murray Fleming, our CEO, for 300,000 unregistered shares of the Company’s common stock.

On October 1, 2014, Mr.

Fleming beneficially owned 600,000 shares or 50.1% of the outstanding shares of the Company’s common stock, which resulted in a change in control of the Company.

Although we intend to market our new Glucose Health™ product through online retailers including 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 and procedures, necessary, in part, to achieve such channel sales, to assist us.

On October 30, 2014, the board of directors of the Company voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 50 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares;

to authorize 1,000 shares of preferred stock with “blank check” rights;

and to change the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

(the “corporate action”).

The board resolution set the date of record for shareholder approval of the corporate action for October 31, 2014 and the effective date of the corporate action for November 19, 2014.

As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.

Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action.

There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).

The number of shares of common stock voting in favor of the corporate action was sufficient for approval.

On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, the 1-for-50 reverse split pursuant to which every fifty shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares 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;

effecting the authorization of 1,000 shares of preferred stock with “blank check” rights;

and effecting the change of the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.

Additionally, the board of directors voted to extend the existing consulting contract with the Company’s CEO, Murray Fleming, for an additional 12 months, without further compensation, in exchange for the issuance to Mr.

Fleming, of the 1000 Series A Special Preferred Shares.

A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.

On December 15, 2014, the Company submitted its application to OTC Markets Group Inc.

for inclusion in the OTCQB tier of quoted securities.

In addition, the Company’s new ticker symbol, GLUC, was included on the Financial Industry Regulatory Authority’s (FINRA) Daily List with an effective date of December 15, 2014.

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.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

The Company has not generated significant revenues since inception and has generated losses totaling $5,691,126 since inception and needs to raise additional funds to carry out its business plan.

1 unchanged sentence

The Company has had very little operating history to date.

These unaudited condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.

The Company estimates it will require $90,000 in total capital for its operations for Fiscal 2014.

The Company estimates it will need a total of $120,000 in capital to continue operations through the end of 2015.

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.

The terms of equity that may be raised may not be on terms deemed acceptable by the Company.

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.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

The terms of equity that may be raised may not be on terms acceptable by the Company.

If adequate funds cannot be raised outside of the Company, the Company’s officer and directors may need to contribute funds to sustain operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

In-addition, during the quarter ended June 30, 2013, the Company improperly recorded stock-based compensation issued to the Company’s former chief executive officer upon achievement of operational milestones for the Type2Defense product (see Note 6) as intellectual property.

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

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

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

99, Materiality, and SAB No.

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

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

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Misstatements on previously issued financial statements:

Quarter Ended June 30, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter Ended September 30, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter Ended December 31, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Year Ended December 31, 2012

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter Ended March 31, 2013

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

Quarter Ended June 30, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Quarter Ended September 30, 2013

Beneficial Conversion Interest Expense

Discount on Notes Payable

Additional paid in capital

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Quarter Ended December 31, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Year Ended December 31, 2013

Stock Based Compensation

Beneficial Conversion Interest Expense

Intellectual property

Discount on Notes Payable

Additional paid in capital

Effect on previously filed financial statements:

Quarter Ended June 30, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Quarter Ended September 30, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Year Ended December 31, 2012

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Quarter Ended March 31, 2013

Interest (expense) income

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' deficiency

Quarter Ended June 30, 2013

Operating Expense

Net loss before other expense

Interest (expense) income

Intellectual property

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Total liabilities and stockholders' equity

Quarter Ended September 30, 2013

Interest (expense) income

Total other (expense) Income

Intellectual property

Short - term loan - convertible

Total liabilities

Additional paid in capital

Accumulated deficit during development stage

Total stockholders' equity

Total liabilities and stockholders' equity

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

5 unchanged sentences

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

The Company previously operated in Canada and certain accounts of the Company were reflected in currencies other than the U.S.

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 were included in other income (expense) in the results of operations.

Cash Flow Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Cash and Cash Equivalents

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 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.

There were no cash equivalents as of March 31, 2015 and December 31, 2014.

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

Prepaid Expenses

The Company considers all items incurred for future service to be prepaid expenses.

As of March 31, 2015 and December 31, 2014, the Company had prepaid expenses of $21,500 and $38,859, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.

Recoverability of Long-Lived Assets

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

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

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

9 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.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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

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

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

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

During the three months ended March 31, 2015 and the fiscal year 2014, we recorded no impairment charges related to other intangible assets.

Fair Value of Financial Instruments

1 unchanged sentence

The Company does not utilize derivative instruments.

ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);

and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Beneficial Conversion Features

9 unchanged sentences

ASC 740-10 is effective for fiscal years beginning after December 15, 2006.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of December 31, 2013, no additional accrual for income taxes is necessary.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of March 31, 2015, no additional accrual for income taxes is necessary.

The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities.

The Company has not recorded any interest or penalties since its inception.

The Company files income tax returns in the U.S.

federal tax jurisdiction and various state tax jurisdictions.

The Company is required to file income tax returns in the U.S.

federal tax jurisdiction and in various state tax jurisdictions.

The tax years for 2009 to 2013 remain open for examination by federal and/or state tax jurisdictions.

The Company is currently not under examination by any other tax jurisdictions for any tax year.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company currently has minimal revenue.

The Company uses the following criteria for revenue recognition:

The Company currently has nominal revenues.

Once the Company generates revenues from the sales of our products, the following criteria for revenue recognition will be utilized:

Persuasive evidence of an arrangement exists;

1 unchanged sentence

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

collectable is reasonably assured.

collectability is reasonably assured.

Share Based Compensation

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

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

The Company has not issued any stock options or warrants.

The Company issues restricted stock to employees for their services.

Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant.

These shares are considered fully vested and the fair market value is recognized as expense in the period granted.

The Company also issues restricted stock to consultants for various services.

Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The value of the common stock is measured at the earlier of (i) the date at which a firm commitment only if there is sufficient disincentive to ensure performance or (ii) the date at which the counterparty's performance is complete.

The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.

For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

(Loss) Per Share of Common Stock

2 unchanged sentences

Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

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

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.

Except as noted below, the Company has not issued any options or warrants to date.

At March 31, 2015, the total shares issuable upon conversion of convertible notes payable would be approximately 230,226 shares of the Company’s common stock.

Inventory is stated at the lower of cost (FIFO:

first-in, first-out) or market, and includes raw materials and finished goods.

first-in, first-out) or market, and includes finished goods.

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

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.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of March 31, 2015, the Company had inventory of $12,500.

Recent Issued Accounting Standards

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

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

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

Early adoption is permitted.

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

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.

There were 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.

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)

2 unchanged sentences

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

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

The shares were valued at $15,000 or $0.10 per share.

The shares were issued on March 8, 2013.

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

The shares were valued at $26,000 or $0.13 per share.

The shares were issued on March 8, 2013.

During January 2013 a consultant was issued 200,000 unregistered shares of the Company’s common stock for marketing services to the Company.

These shares were valued at $26,000 or $0.13 per share.

During January 2013 a consultant was granted 50,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company.

These shares were valued at $6,000 or $0.12 per share.

The shares were issued on April 23, 2013.

During January 2013, a consultant was granted 62,500 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services to the Company.

The shares were valued at $6,938 or $0.111 per share.

The shares were issued on March 8, 2013.

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.

The shares were valued at $50,000 or $0.111 per share.

The shares were issued on March 15, 2013.

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.

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

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.

The Company issued 300,000 shares on April 23, 2013 and issued the remaining 150,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement.

The 300,000 shares were valued at $56,700 or $0.189 per share and the 150,000 shares were valued at $19,500 or $.13 per share for an aggregate of $76,200.

During March 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.

The Company issued 300,000 shares on April 22, 2013 and issued the remaining 150,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement.

The 300,000 shares were valued at $69,000 or $0.23 per share and the 150,000 shares were valued at $19,500 or $.13 per share for an aggregate of $88,500.

On March 4, 2013, the Company filed a Form S-8 with the Security and Exchange Commission.

The 2013 Stock Incentive Plan may issue up to 30,000,000 registered shares of the Company’s common stock for services to the Company.

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

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

The amount totaled $3,091 including interest was converted into 44,158 unregistered shares of the Company’s common stock at $0.07 per share.

During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 177,344 unregistered shares of the Company’s common stock at $0.025 per share.

The shares were issued on April 3, 2013.

During April 2013, the Company issued 50,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 to settle an accounts payable.

These shares were valued at $0.128 per share or $6,375.

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

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

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

These shares were valued at $1,410 or $0.141 per share.

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

The amount totaled $7,175 including interest was converted into 102,500 unregistered shares of the Company’s common stock at $0.07 per share.

During June 2013, a director was issued 250,000 unregistered shares of the Company’s common stock for marketing services compensation.

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

During June 2013, an employee was issued 350,000 unregistered shares of the Company’s common stock for website services and salary compensation.

These shares were valued at $0.15 per share or $52,500.

During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation.

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

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

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

During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for investor relations compensation.

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

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

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

The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.05 per share.

During August 2013, a consultant was granted 750,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 for marketing services and creating an infomercial for the Company.

The shares were valued at $75,000 or $0.10 per share.

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

The amount totaled $12,500 was converted into 125,000 unregistered shares of the Company’s common stock at $0.10 per share.

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

The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.05 per share.

During September 2013, a third party purchased a $12,000 demand promissory note dated January 25, 2013 from one of the Company’s investors.

According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.01 per share.

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

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

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

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

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

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

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

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

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

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

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

The shares were issued in January 2014.

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

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

As of March 31, 2015, 1,778,120 shares of the Company’s common stock and 1000 of the Company’s Preferred Stock were issued and outstanding.

Issuances pursuant to Conversions

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

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

The amount totaled $12,849 including interest was converted into 17,132 unregistered shares of the Company’s common stock at $0.75 per share, the conversion price as stated in the convertible promissory note.

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

The conversion rate was reduced from $5.00 per share to $0.75 per share.

The Company recognized a loss on extinguishment of $14,562 resulting from the debt modification.

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

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

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

The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company’s common stock at $0.25 per share, the conversion price as stated in the convertible promissory note.

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

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

The amount totaled $13,151 including interest was converted into 13,171 unregistered shares of the Company’s common stock at $0.999 per share, the conversion price as stated in the convertible promissory note.

During January 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $290 including accrued interest and was converted into 58,092 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

During February 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $886 including accrued interest and was converted into 177,072 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

During March 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $541 including accrued interest and was converted into 162,264 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

Issuances pursuant to Agreements

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

The firm will be compensated with 7,200 unregistered shares of the Company’s common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014.

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.

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).

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.

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.

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.

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.

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.

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

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.

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

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.

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.

During 2014, the Company issued 7,200 unregistered shares of the Company’s common stock, which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement.

Compensation was calculated at the fair market value of the shares at the date earned.

During February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation to the Company’s Chairman of the Board.

These shares were valued at $0.08467 per share or $6,000.

These shares were earned in accordance to Mr.

Hodge’s April 2014 twelve month consulting agreement.

The shares have not been issued as of October 21, 2014.

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.

NOTE 4 – NOTES PAYABLE

September 30,

Short – Term Loans (Including accrued interest of $228 and $0 as of September 30, 2014 and December 31, 2013, respectively) (A)

Short – Term Loans – Related Party (Including accrued interest of $0 and $172 as of September 30, 2014 and December 31, 2013, respectively)

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)

(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.

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.

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

The loan bears interest at 5% and is payable on demand.

On September 24, 2013, the note was sold to a third party and the accrued interest was forgiven.

According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.01 per share.

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

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

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

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

(B) Short – Term Loans – Convertible

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

The loan bears interest at 5% and has a maturity date of October 20, 2012.

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

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

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

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

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

The unpaid balance including accrued interest was $3,297 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.

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

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

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

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

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

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

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

NOTE 4 - NOTES PAYABLE (CONTINUED)

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

The loan bears interest at 5% and has a maturity date of December 18, 2012.

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

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

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

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

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

The loan bears interest at 5% and has a maturity date of January 22, 2013.

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

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

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

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

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

The loan bears interest at 5% and has a maturity date of April 19, 2013.

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

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

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

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

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

The loan bears interest at 5% and has a maturity date of May 23, 2013.

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

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

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

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

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

The loan bears interest at 5% and is payable on demand and may be converted at any time prior to December 31, 2013 into shares of the Company’s common stock.

The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice.

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

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

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

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

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

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

On January 7, 2015, the Company issued a $4,315 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of July 7, 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 $0.04 per share.

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

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

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 4 - NOTES PAYABLE (CONTINUED)

On February 20, 2013, the Company issued a $7,500 convertible note to an individual.

The loan bears interest at 5% and has a maturity date of August 20, 2013.

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

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

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

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

On February 26, 2013, the Company issued a $12,500 convertible note to an individual.

The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of the Company’s common stock.

The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice.

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

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

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

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

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

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

The loan bears interest at 5% and has a maturity date of October 30, 2013.

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

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

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

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

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

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

The loan bears interest at 10% and has a maturity date of October 30, 2013.

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

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

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

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

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

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

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

BIO-SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

NOTE 4 - NOTES PAYABLE (CONTINUED)

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

The loan bears interest at 5% and has a maturity date of November 27, 2013.

On January 8, 2015, the Company issued an $8,750 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of July 8, 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 $0.04 per share.

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

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

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

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

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

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

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

The loan bears interest at 5% and has a maturity date of August 11, 2013.

On January 8, 2015, the Company issued an $8,750 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of July 8, 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 $0.04 per share.

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

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

The unpaid balance including accrued interest was $6,920 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.

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

On February 2, 2015, the Company issued a $12,500 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of August 2, 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 $0.031 per share.

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

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

The unpaid balance including accrued interest was $6,624 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.

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

On February 2, 2015, the Company issued a $12,500 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of August 2, 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 $0.031 per share.

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

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

The unpaid balance including accrued interest was $6,920 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.

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

The loan bears interest at 5% and has a maturity date of December 18, 2013.

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

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

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

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

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.

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.

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.

The unpaid balance including accrued interest was $12,839 at December 31, 2013.