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|
Nevada
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333-147917
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90-0557171
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||
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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||
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of Incorporation or Organization)
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File Number)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Class
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Outstanding at November 14, 2013
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Common stock, $0.001 par value
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|
174,768,593
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Page
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|||
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PART I - FINANCIAL INFORMATION
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||||
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ITEM 1.
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FINANCIAL STATEMENTS
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||||
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||||
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Condensed Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012
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F-2
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|||
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||||
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Condensed Statements of Operations for the three and nine months ended September 30, 2013 and 2012 and Development Stage from October 1, 2011 to September 30, 2013 (Unaudited)
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F-3
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||||
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Condensed Statements of Cash Flows for the three and nine months ended September 30, 2013 and 2012 and Development Stage from October 1, 2011 to September 30, 2013 (Unaudited)
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F-4
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||||
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Notes to Condensed Financial Statements (Unaudited)
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F-5
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||||
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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3
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|||
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||||
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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7
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||||
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ITEM 4.
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CONTROLS AND PROCEDURES
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8
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||||
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PART II - OTHER INFORMATION
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|||||
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||||
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ITEM 1.
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LEGAL PROCEEDINGS
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9
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|||
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||||
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ITEM 2.
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UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
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9
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|||
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||||
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ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
11
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|||
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||||
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ITEM 4.
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MINE SAFETY DISCLOSURE
|
11
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|||
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||||
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ITEM 5.
|
OTHER INFORMATION
|
11
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|||
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||||
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ITEM 6.
|
EXHIBITS
|
12
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|||
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||||
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SIGNATURES
|
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13
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|||
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(UNAUDITED)
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||||||||
|
SEPTEMBER 30,
|
DECEMBER 31,
|
|||||||
|
2013
|
2012
|
|||||||
| ASSETS | ||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 269 | $ | 1,076 | ||||
|
Inventory
|
27,904 | - | ||||||
|
Prepaid expenses
|
4,959 | - | ||||||
| Total current assets | 33,132 | 1,076 | ||||||
|
Other Asset
|
||||||||
|
Intellectual Property
|
431,600 | 206,600 | ||||||
|
|
||||||||
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TOTAL ASSETS
|
$ | 464,732 | $ | 207,676 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 123,080 | $ | 123,199 | ||||
|
Liability for stock to be issued
|
20,000 | - | ||||||
|
Short - term loans
|
6,000 | - | ||||||
|
Short - term loans - related parties
|
1,653 | 1,597 | ||||||
|
Short - term loans - convertible
|
91,716 | 60,680 | ||||||
| Total current liabilities | 242,449 | 185,476 | ||||||
|
TOTAL LIABILITIES
|
242,449 | 185,476 | ||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Common stock, $0.001 par value, 200,000,000 shares authorized,
|
||||||||
|
174,768,593 and 101,085,862 shares issued and outstanding as of
|
||||||||
|
September 30, 2013 and December 31, 2012, respectively
|
174,769 | 101,086 | ||||||
|
Additional paid in capital
|
4,384,693 | 3,588,967 | ||||||
|
Deferred compensation
|
(92,429 | ) | (150,000 | ) | ||||
|
Accumulated deficit
|
(2,873,925 | ) | (2,873,925 | ) | ||||
|
Deficit accumulated during the development stage
|
(1,295,547 | ) | (568,650 | ) | ||||
|
Accumulated other comprehensive loss
|
(75,278 | ) | (75,278 | ) | ||||
| Total stockholders' equity | 222,283 | 22,200 | ||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 464,732 | $ | 207,676 | ||||
|
THREE MONTHS
ENDED
|
THREE MONTHS
ENDED
|
NINE MONTHS
ENDED
|
NINE MONTHS
ENDED
|
DEVELOPMENT STAGEPERIOD FROM
OCTOBER 1, 2011 to
|
||||||||||||||||
|
SEPTEMBER 30, 2013
|
SEPTEMBER 30, 2012
|
SEPTEMBER 30, 2013
|
SEPTEMBER 30, 2012
|
SEPTEMBER 30, 2013
|
||||||||||||||||
|
REVENUE
|
$ | 224 | $ | - | $ | 224 | $ | - | $ | 224 | ||||||||||
|
COST OF REVENUES
|
13,075 | - | 13,075 | - | 16,707 | |||||||||||||||
|
GROSS LOSS
|
(12,851 | ) | - | (12,851 | ) | - | (16,483 | ) | ||||||||||||
|
OPERATING EXPENSES
|
||||||||||||||||||||
|
Professional fees/stock based compensation
|
214,609 | 208,333 | 680,092 | 232,098 | 1,117,374 | |||||||||||||||
|
Amortization expense and impairment
|
- | - | - | - | 85,288 | |||||||||||||||
|
General and administrative
|
5,599 | 632 | 18,189 | 5,121 | 24,466 | |||||||||||||||
|
Total Operating Expenses
|
220,208 | 208,965 | 698,281 | 237,219 | 1,227,128 | |||||||||||||||
|
NET LOSS BEFORE OTHER INCOME (EXPENSE)
|
(233,059 | ) | (208,965 | ) | (711,132 | ) | (237,219 | ) | (1,243,611 | ) | ||||||||||
|
OTHER INCOME (EXPENSE)
|
||||||||||||||||||||
|
Interest income (expense)
|
107,492 | (73,975 | ) | 5,235 | (238,032 | ) | (30,936 | ) | ||||||||||||
|
Loss on conversion of debt
|
(21,000 | ) | - | (21,000 | ) | - | (21,000 | ) | ||||||||||||
|
Total other expense
|
86,492 | (73,975 | ) | (15,765 | ) | (238,032 | ) | (51,936 | ) | |||||||||||
|
NET LOSS
|
$ | (146,567 | ) | $ | (282,940 | ) | $ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
167,946,447 | 73,773,114 | 136,687,627 | 69,400,652 | ||||||||||||||||
|
NET LOSS PER SHARE
|
$ | (0.001 | ) | $ | (0.004 | ) | $ | (0.005 | ) | $ | (0.007 | ) | ||||||||
|
STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS
|
||||||||||||||||||||
|
Net loss
|
$ | (146,567 | ) | $ | (282,940 | ) | $ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||||
|
Currency translation gains (losses)
|
- | (6,649 | ) | - | (6,588 | ) | (12,578 | ) | ||||||||||||
|
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS
|
$ | (146,567 | ) | $ | (289,589 | ) | $ | (726,897 | ) | $ | (481,839 | ) | $ | (1,308,125 | ) | |||||
|
NINE MONTHS
ENDED
|
NINE MONTHS
ENDED
|
DEVELOPMENT STAGE PERIOD FROM
OCTOBER 1, 2011 THROUGH
|
||||||||||
|
SEPTEMBER 30, 2013
|
SEPTEMBER 30, 2012
|
SEPTEMBER 30, 2013
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss
|
$ | (726,897 | ) | $ | (475,251 | ) | $ | (1,295,547 | ) | |||
|
Adjustments to reconcile net loss
|
||||||||||||
|
to net cash used in operating activities:
|
||||||||||||
|
Impairment expense
|
- | - | 85,288 | |||||||||
|
Common stock issued for services
|
613,619 | 169,000 | 965,988 | |||||||||
|
Beneficial Conversion Feature of Notes Payable
|
(8,838 | ) | 235,538 | 25,458 | ||||||||
|
Loss on coversion of debt
|
21,000 | - | 21,000 | |||||||||
|
Change in assets and liabilities
|
||||||||||||
|
(Increase) decrease in accounts receivable
|
- | - | - | |||||||||
|
(Increase) decrease in inventory
|
(27,903 | ) | - | (27,903 | ) | |||||||
|
(Increase) decrease in prepaids
|
(4,959 | ) | - | (4,959 | ) | |||||||
|
Increase (decrease) in accounts payable and accrued expenses
|
9,549 | 4,034 | 17,556 | |||||||||
|
Total adjustments
|
602,468 | 408,572 | 1,082,428 | |||||||||
|
Net cash used in operating activities
|
(124,429 | ) | (66,679 | ) | (213,119 | ) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from short-term loans, net of repayments
|
12,000 | - | 10,613 | |||||||||
|
Proceeds from short-term loans - related party, net of repayments
|
- | - | 4,867 | |||||||||
|
Proceeds from convertible notes payable, net of repayments
|
111,622 | 61,600 | 188,472 | |||||||||
|
Net cash provided by financing activities
|
123,622 | 61,600 | 203,952 | |||||||||
|
Effect of foreign currency
|
- | 5,274 | 5,507 | |||||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(807 | ) | 195 | (3,660 | ) | |||||||
|
|
||||||||||||
|
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
1,076 | 82 | 3,929 | |||||||||
|
|
||||||||||||
|
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 269 | $ | 277 | $ | 269 | ||||||
|
NONCASH OPERATING AND INVESTING ACTIVITIES:
|
||||||||||||
|
Conversion of notes payable and accrued interest to common stock
|
$ | 110,824 | $ | 14,100 | $ | 174,963 | ||||||
|
Conversion of liability to common stock
|
$ | 6,375 | $ | 41,500 | $ | 54,175 | ||||||
|
Acquisition of intellectual property of Type2 Defense for common shares
|
$ | 225,000 | $ | - | $ | 231,600 | ||||||
|
Conversion of accounts payable and notes payable to equity (Note 9)
|
$ | - | $ | 217,811 | $ | 291,559 | ||||||
|
|
|
|
|
|
|
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
|
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
|
|
|
|
|
NOTE 3 - STOCKHOLDERS’ EQUITY (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
·
|
Level 1 inputs: Quoted prices for identical instruments in active markets.
|
|
·
|
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
|
·
|
Level 3 inputs: Instruments with primarily unobservable value drivers.
|
|
|
|
|
|
a)
|
During January 2013 a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $0.013 per share.
|
|
b)
|
During January 2013 a consultant was granted 500,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $0.012 per share. The shares were issued on April 23, 2013.
|
|
c)
|
During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share.
|
|
d)
|
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 441,576 unregistered shares of the Company’s common stock at $0.007 per share.
|
|
e)
|
During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share. The shares were issued on April 3, 2013.
|
|
f)
|
During April 2013, a convertible promissory note totaling $10,266 including interest was fully converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share.
|
|
g)
|
During May 2013 a consultant was granted 100,000 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $0.0141 per share.
|
|
h)
|
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 1,025,000 unregistered shares of the Company’s common stock at $0.007 per share.
|
|
i)
|
During June 2013, a director was issued 2,500,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $0.015 per share or $37,500.
|
|
j)
|
During June 2013, an employee was issued 3,500,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $0.015 per share or $52,500.
|
|
k)
|
During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $0.015 per share or $37,500.
|
|
l)
|
During June 2013, our chief executive officer was issued 15,000,000 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 $0.015 per share or $225,000.
|
|
m)
|
During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $0.015 per share or $37,500.
|
|
n)
|
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 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
|
|
o)
|
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 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share.
|
|
p)
|
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 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
|
|
q)
|
During September 2013, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $6,000 was converted into 6,000,000 unregistered shares of the Company’s common stock at $0.001 per share.
|
|
·
|
the aggregate shares of common stock were issued to nine United States residents and a Canadian resident in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities;
|
|
·
|
the sale was made to a sophisticated or accredited investor, as defined in Rule 502;
|
|
·
|
we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
|
|
·
|
at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and
|
|
·
|
neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.
|
|
·
|
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
·
|
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws
|
|
·
|
a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
|
|
·
|
a toll-free telephone number for inquiries on disciplinary actions;
|
|
·
|
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
|
|
·
|
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
|
|
·
|
the bid and offer quotations for the penny stock;
|
|
·
|
the compensation of the broker-dealer and its salesperson in the transaction:
|
|
·
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
|
|
·
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
|
31.1
|
Certification of Principal Executive Officer/Principal Financial Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of Principal Executive Officer/Principal Financial Office, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS **
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH **
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL **
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF **
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB **
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE **
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
BIO-SOLUTIONS CORP.
|
|||
|
a Nevada corporation
|
|||
|
November 14, 2013
|
By:
|
/s/ William J. Gallagher
|
|
|
William J. Gallagher
|
|||
|
Chief Executive Officer, Chief Financial Officer and a Director
|
|||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|