UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[GRAPHIC OMITTED]
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the First Quarter Ended September 30, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From _____ to _____
Commission File Number: 033-25126 D
OMNIMED INTERNATIONAL, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 85-0368333
(State or other jurisdiction of
incorporation (IRS Employer Identification No.)
or organization)
2 Ridgedale Avenue, Ste. 217
Cedar Knolls, NJ 07927 (973) 993-8001
(Address of principal executive office) (Postal Code) (Issuer's
telephone number)
Bio-Solutions International, Inc, 1281 SW 28th
Avenue, Boynton Beach, FL 33426, June 30 (Former
name, former address and former fiscal year, if
changed since last report)
Milton Hauser
Chief Executive Officer
2 Ridgedale Avenue, Ste. 217
Cedar Knolls, NJ
(973) 993-8001
WITH COPIES TO:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference, LLP
1065 Avenue of the Americas
New York, New York 10018
(212) 930-9700
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [_] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 1, 2005, the
registrant had 11,915,594 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
OMNIMED INTERNATIONAL, INC.
FORM 10-QSB
For the Fiscal Quarter Ended September 30, 2005
Part I Page
Item 1. Financial Statements. F-1
Item 2. Management's Discussion and Analysis or Plan of Operations. 3
Item 3. Controls and Procedures 6
Part ll Page
Item 1. Legal Proceedings. 7
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders. 7
Item 5. Other Information 7
Item 6. Exhibits. 7
Signatures. 8
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Balance Sheets...............................................................F-2
Statements of Operations.....................................................F-3
Statements of Stockholders' Deficiency.......................................F-4
Statements of Cash Flows.....................................................F-7
Notes to Financial Statements................................................F-8
F-1
Bio-Solutions International, Inc.
Balance Sheets
March 31, 2005 June 30, 2005
--------------------- --------------------
(unaudited)
ASSETS
CURRENT ASSETS
Assets held for disposal $ 36,579 $ 45,000
Accounts receivable - trade 0 0
Inventory 0 0
--------------------- --------------------
Total current assets 36,579 45,000
--------------------- --------------------
PROPERTY AND EQUIPMENT
Net of accumulated depreciation 0 0
--------------------- --------------------
Total property and equipment 0 0
--------------------- --------------------
OTHER ASSETS
Security deposits 0 0
Investments 0 0
Product formulation 0 0
Goodwill 0 0
--------------------- --------------------
Total other assets 0 0
--------------------- --------------------
Total Assets $ 36,579 $ 45,000
===================== ====================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Liabilities held for disposal $ 0 $ 0
Accounts payable 0 0
Prepaid franchise sale income 0 0
Accrued interest 208,695 198,070
Notes and loan payable 404,997 404,997
--------------------- --------------------
Total current liabilities 613,692 603,567
--------------------- --------------------
Total Liabilities 613,692 603,567
--------------------- --------------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, authorized 10,000,000 shares;
none issued and outstanding 0 0
Common stock, $0.0001 par value, authorized 100,000,000 shares;
5,196,235 and 57,809,083 issued and outstanding shares; respectively 520 52
Additional paid-in capital 1,772,041 1,772,509
Accumulated deficit (2,349,674) (2,331,128)
--------------------- --------------------
Total stockholders' deficit (577,113) (558,567)
--------------------- --------------------
Total Liabilities and Stockholders' Deficit $ 36,579 $ 45,000
===================== ====================
The accompanying notes are an integral part of the financial statements
F-2
Bio-Solutions International, Inc.
Statements of Operations
(Unaudited)
Period ending September 30,
2005 2004
---------------- ---------------
REVENUES
Sales of franchises $ 0 $ 0
Product and service sales 0 0
---------------- ---------------
Total revenues 0 0
---------------- ---------------
EXPENSES
Cost of products 0 0
Operating expenses 8,421 17,000
---------------- ---------------
Total expenses 8,421 17,000
---------------- ---------------
Net income (loss) before other income (expense)
and provision for income taxes (8,421) (17,000)
---------------- ---------------
OTHER INCOME (EXPENSE):
Operating loss on discontinued operations 0 0
Interest expense (10,125) (10,125)
---------------- ---------------
Total other income (expense) (10,125) (10,125)
---------------- ---------------
DISCONTINUED OPERATIONS
Net loss from disposed of operations 0 (27,125)
---------------- ---------------
Net income (loss) from disposed of operations 0 0
---------------- ---------------
Net income (loss) before provision for income taxes (18,546) (27,125)
---------------- ---------------
Provision for income taxes 0 0
---------------- ---------------
Net income (loss) $ (18,546) $ (27,125)
================ ===============
Net income (loss) per weighted average share, basic $ (0.04) $ (0.14)
================ ===============
Weighted average number of shares 520,694 196,235
================ ===============
The accompanying notes are an integral part of the financial statements
F-3
Bio-Solutions International, Inc.
Statements of Stockholders' Deficit
Additional Total
Number of Common Paid-in Deferred Stockholders'
Shares Stock Capital Compensation Deficit Deficiency
--------------- ----------- ------------ -------------- ------------ -------------
BEGINNING BALANCE, June 30, 2002 50,168,557 $ 5,017 $ 1,576,516 $ 0 $ (1,869,855)$ (288,322)
Shares issued to settle debt 210,526 21 39,979 0 0 40,000
Shares issued for services 7,000,000 700 74,300 0 0 75,000
Net loss 0 0 0 0 (268,366) (268,366)
--------------- ----------- ------------ -------------- ------------ -------------
BALANCE, June 30, 2003 57,379,083 5,738 1,690,795 0 (2,138,221) (441,688)
Shares issued for settlement of dispute 375,000 38 3,712 0 0 3,750
Shares issued with franchise repurchase 55,000 6 407 0 0 413
Net loss 0 0 0 0 (130,407) (130,407)
--------------- ----------- ------------ -------------- ------------ -------------
BALANCE, June 30, 2004 57,809,083 5,782 1,694,914 0 (2,268,628) (567,932)
Shares issued for debt collateral 40,000,000 4,000 (4,000) 0 0 0
Reverse split - one for 500 (97,612,848) (9,762) 9,762 0 0 0
Shares issued for cash 5,000,000 500 49,500 0 0 50,000
Expenses paid by third party 0 0 21,865 0 0 21,865
Reverse split - one for 10 (4,675,541) (468) 468 0 0 0
Net loss 0 0 0 0 (62,500) (62,500)
--------------- ----------- ------------ -------------- ------------ -------------
BALANCE, June 30, 2005 520,694 52 1,772,509 0 (2,331,128) (558,567)
Net loss 0 0 0 0 (18,546) (18,546)
--------------- ----------- ------------ -------------- ------------ -------------
ENDING BALANCE, September 30, 2005
(unaudited) 520,694 $ 52 $ 1,772,509 $ 0 $ (2,349,674)$ (577,113)
=============== =========== ============ ============== ============ =============
The accompanying notes are an integral part of the financial statements
F-4
Bio-Solutions International, Inc.
Statements of Cash Flows
Three Months Ended September 30,
(Unaudited)
2005 2004
------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (18,546) $ (27,125)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 0 0
Stock issued for services 0 0
Stock issued for interest expense 0 0
Stock issued to settle dispute 0 0
Changes in operating assets and liabilities:
(Increase) decrease in assets held for disposal - net 0 0
(Increase) decrease in inventory 0 0
(Increase) decrease in security deposits 0 0
Increase (decrease) in liabilities held for disposal - net 0 0
Increase (decrease) in accounts payable 0 17,000
Increase (decrease) in accrued interest 10,125 19,902
------------------- ------------------
Net cash used for operating activities (8,421) 0
------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receivable from sale of disposed of operations 0 0
Reduction in deposits held for sale of operations 0 0
Investments held 0 0
------------------- ------------------
Net cash used by investing activities 0 0
------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of bank overdraft 0 0
Proceeds of note and loan payable 0 0
Proceeds of common stock 0 0
------------------- ------------------
Net cash provided by financing activities 0 0
------------------- ------------------
Net increase (decrease) in cash (8,421) 0
CASH, beginning of period 45,000 0
------------------- ------------------
CASH, end of period $ 36,579 $ 0
=================== ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
Stock issued in conjunction with repurchase franchise $ 0 $ 0
=================== ==================
Accounts payable paid by third party $ 0 $ 0
=================== ==================
The accompanying notes are an integral part of the financial statements
F-5
Bio-Solutions International, Inc.
Notes to Financial Statements
(Information with respect to the three months
ended September 30, 2005 and 2004 is unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES
Organization and operations
Septima Enterprises, Inc. (Company) was incorporated on September 12, 1988
under the laws of the State of Colorado for the purpose of acquiring
interests in other business entities and commercial technologies.
Operations to date have consisted of acquiring capital, evaluating
investment opportunities, acquiring interests in other businesses and
technologies, establishing a business concept, conducting research and
development activities, and manufacturing.
The Company, due to the unsuccessful nature of its initial operations,
ceased all operations in February 1998. In September 1998, creditors of the
Company were successful in obtaining a judgment against the Company for
unpaid debts. In October 1998, the Company was subject to a Judicial Sale
whereby all assets of the Company were sold in satisfaction of the
September 1998 judgment. Accordingly, the aggregate adjusted balance of
open trade payables, as of December 31, 2000, of approximately $134,000 was
the only remaining identifiable liability of the Company.
During the first quarter of Fiscal 2001, the Company's legal counsel began
to negotiate the settlement of the outstanding trade accounts payable. As a
result of these efforts, the Company was able to negotiate settlements
during the second quarter of Fiscal 2001, using cash, the Company's
restricted and unregistered common stock and combinations thereof, to
satisfy approximately $122,700 of open trade payables Additionally,
unaffiliated third parties have agreed to assume the remaining
approximately $11,000 of trade payables owed to unlocated vendors.
The Company held a Special Meeting of the Shareholders on January 22, 2001.
The shareholders approved the following items: 1) Authorized the Company to
effect a 1 for 100 reverse split of the Company's issued and outstanding
common stock as of February 5, 2001; 2) authorized the Company to
reincorporate in the State of Nevada thereby changing the corporate
domicile from Colorado to Nevada; and 3) approved changing the par value of
the common shares from no par value to $0.0001 per share. The effects of
these actions are reflected in the accompanying financial statements as of
the first day of the first period presented.
The Company changed its state of incorporation from Colorado to Nevada by
means of a merger with and into a Nevada corporation formed on January 26,
2001 solely for the purpose of effecting the reincorporation. The
Certificate of Incorporation and Bylaws of the Nevada corporation are the
Certificate of Incorporation and Bylaws of the surviving corporation. Such
Certificate of Incorporation changed the Company's name to Bio- Solutions
International, Inc. and modified the Company's capital structure to allow
for the issuance of 100,000,000 total equity shares consisting of no shares
of preferred stock and 100,000,000 shares of common stock, with a par value
of $0.0001 per share.
F-6
Bio-Solutions International, Inc.
Notes to Financial Statements
(1) SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-based compensation
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, which establishes a fair value based method for financial
accounting and reporting for stock-based employee compensation plans and
for transactions in which an entity issues its equity instruments to
acquire goods and services from non-employees.
However, the new standard allows compensation to employees to continue to
be measured by using the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, but requires expanded disclosures. The Company
has elected to continue to apply to the intrinsic value based method of
accounting for stock options issued to employees. Accordingly, compensation
cost for stock options is measured as the excess, if any, of the estimated
market price of the Company's stock at the date of grant over the amount an
employee must pay to acquire the stock. No compensation expense has been
recorded in the accompanying statements of operations related to stock
options issued to employees. All transactions in which goods or services
are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the
fair value of the equity instruments issued, whichever is more reliably
measurable.
Net loss per share
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later.
Income taxes
Deferred income taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry-forwards and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
F-7
Bio-Solutions International, Inc.
Notes to Financial Statements
(1) SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair value of financial instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments: Cash, accounts receivable and
accounts payable. The carrying amounts approximated fair value because of
the demand nature of these instruments.
Organization and start-up costs
In accordance with Statement of Position 98-5, the organization and
start-up costs have been expensed in the period incurred.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Interim financial information
The financial statements for the three months ended September 30, 2005 and
2004 are unaudited and include all adjustments which in the opinion of
management are necessary for fair presentation, and such adjustments are of
a normal and recurring nature. The results for the three months are not
indicative of a full year results.
(2) INCOME TAXES
In accordance with FASB 109, deferred income taxes and benefits are
provided for the results of operations of the Company. As of March 31,
2005, the Company has incurred cumulative net operating losses of
approximately $2,300,000. At this time, due to the uncertainty of future
profitable operations, a valuation allowance of 100% will be reflected as
an offset against the tax benefit attributed to this loss. This potential
tax benefit may be carried forward for up to twenty years.
(3) CAPITAL TRANSACTIONS
On October 10, 2000, the Company issued an aggregate 939 post-reverse split
shares (93,880 pre-reverse split shares) of the Company's restricted,
unregistered common stock in settlement of outstanding trade accounts
payable in the amount of approximately $93,880.
In February 2001, the Company changed its state of incorporation from
Colorado to Nevada by means of a merger with and into a Nevada corporation
formed on January 26, 2001 solely for the purpose of effecting the
F-8
Bio-Solutions International, Inc.
Notes to Financial Statements
(3) CAPITAL TRANSACTIONS, continued
reincorporation. The Certificate of Incorporation and Bylaws of the Nevada
corporation are the Certificate of Incorporation and Bylaws of the
surviving corporation. Such Certificate of Incorporation changed the
Company's name to Bio-Solutions International, Inc. and modified the
Company's capital structure to allow for the issuance of 100,000,000 total
equity shares consisting of no shares of preferred stock and 100,000,000
shares of common stock. Both classes of stock have a par value of $0.0001
per share.
On February 13, 2001, the Company issued an aggregate 6,300,000
post-reverse split shares of restricted, unregistered common stock for
professional consulting services related to the reinitialization of the
Company, preparation of all delinquent SEC filings and search activities
related to the potential acquisition of a privately- owned operating
entity. This transaction was valued at an estimated "fair value" of $0.01
per share, or $63,000.
On February 16, 2001, the Company filed with the Securities and Exchange
Commission a Form S-8 Registration Statement. The Registration Statement
registered 12,000,000 post-reverse split shares of the Company's common
stock, reserved for the Company's Year 2001 Employee/Consultant Stock
Compensation Plan for the Company's current employees, directors,
consultants and advisors. Through June 30, 2002, a total of 12,000,000
shares under this Registration Statement have been issued.
In February 2001, the Company issued 11,140,000 shares of restricted common
stock in the reverse acquisition with Paradigm Sales and Marketing, Inc. On
March 14, 2001, the Company issued 100,000 shares of restricted common
stock as a sign-on bonus in conjunction with an employment agreement. On
May 1, 2001, the Company exchanged 12,859,980 restricted shares of common
stock for the assets and liabilities of Biosolutions, Inc. (a New Jersey
Co.). On May 10, 2001, the Company issued 5,000 post-reverse split shares
of restricted, unregistered common stock for consulting services valued at
$50. On June 7, 2001, two (2) stockholders agreed to return to treasury
15,692,910 restricted shares of common stock. No consideration was given
for these shares.
For the period July through September 2001, the Company issued 650,000
shares of S-8 common stock for services.
In September 2001, the Company received $40,000 for 210,526 restricted
shares of common stock. In September 2001, the Company issued 800,000
restricted shares of common stock for a mobile laboratory. In October 2001,
the Company issued 450,000 shares of S-8 common stock for services. In
December 2001, the Company issued 300,000 shares of restricted common stock
for $20,000 in cash. In December 2001, the Company issued 1,200,000 shares
of S-8 common stock for services. In December 2001, the Company issued
F-9
Bio-Solutions International, Inc.
Notes to Financial Statements
(3) CAPITAL TRANSACTIONS, continued
1,270,000 shares of restricted common stock for services. In December 2001,
the Company issued 3,554,560 shares of restricted common stock to convert
$355,391 of Notes Payable and accrued interest from related parties. In
January 2002, the Company issued 100,000 shares of S-8 common stock for
services. In February 2002, the Company issued 252,500 shares of restricted
common stock for services. In April 2002, the Company issued 400,000 shares
of restricted common stock for services. In May 2002, the Company issued
7,500 shares of restricted common stock for services. In June 2002, the
Company issued 300,000 shares of S-8 common stock for services. In June
2002, the Company released from escrow 3,467,862 shares of previously
issued common stock for the acquisition of assets.
In October 2002, the Company issued 210,526 shares of restricted common
stock to satisfy $40,000 of advances made by a stockholder. In October
2002, the Company issued 2,000,000 shares of restricted common stock to a
stockholder for his services. In April 2003, the Company issued 5,000,000
shares of restricted common stock to 5 stockholders for their services.
In July 2003, the Company issued 375,000 shares of restricted common stock
to settle a business dispute. In January 2004, the Company issued 55,000
shares of restricted common stock in conjunction with the repurchase a
franchise.
In July 2004 the Company issued 40,000,000 shares of restricted common
stock in exchange for the agreement of the Company's largest creditors to
cease collection proceedings until December 31, 2004. These shares are also
being used as collateral for those creditors.
In August 2004, the Company completed a one for 500 reverse split of its
common stock, and restated it capital stock at 110,000,000 authorized
shares, of which 10,000,000 are preferred stock and 100,000,000 are common.
In February 2005, the Company issued 5,000,000 shares of restricted common
stock in exchange for $50,000 in cash, or $0.01 per share. In May 2005, the
Company completed a one for 500 reverse split of its common stock.
(4) RELATED PARTIES
On May 16, 2001, the Company entered into an employment agreement with a
shareholder commencing May 1, 2001 for a term of five (5) years. In
addition, there was a sign-on bonus of 100,000 shares of restricted common
stock and an additional 100,000 shares upon completion of the manufacturing
of a specific quality of product. The annual compensation was fixed at
$60,000 per annum. This employment agreement was assigned to BSFC.
F-10
Bio-Solutions International, Inc.
Notes to Financial Statements
(5) NOTES PAYABLE
2004
------------
Unsecured promissory notes, bearing interest at
10% per annum, convertible into restricted
shares of common stock at $.10 per share. $ 404,997
------------
$ 404,997
============
(6) GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position
and operating results raise substantial doubt about the Company's ability
to continue as a going concern, as reflected by the net loss of $2,300,000
accumulated through September 30, 2005. The ability of the Company to
continue as a going concern is dependent upon commencing operations,
developing sales and obtaining additional capital and financing. As of
March 31, 2005, has no operations and is in the process of building and
establishing a new business plan and seeking funding. The financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
(7) SALE OF MANUFACTURING DIVISION
On March 12, 2004, the Company sold its manufacturing division to
Bio-Solutions Manufacturing, Inc. (a Nevada Company ) effective March 1,
2004. The assets sold consisted of all the Company's fixed assets,
inventory products and its various product formulations. The gross sales
price was $ 809,711 which consisted of $ 250,000 cash at closing, $ 100,000
installment obligation ( payable in monthly installments of $ 25,000 )
assumption of $ 309,711 of accounts payable and $ 50,000 reduction of the
Company's note obligation. The gain recognized on this sale was $ 380,675.
The estimated tax affect of this gain is $ 125,000 which will be offset by
the company's net operating losses.
The purchaser of the manufacturing operations is considered a related party
due to some common ownership of the Company. The agreement provides for an
exclusive sale of the Bio-Solution products to the Company at a
pre-determined fixed pricing which allocates the potential gross profit
previously realized between both parties. In addition, the Company will be
allowed to use its existing office facilities at no charge. Various non-
manufacturing operating expenses incurred will be allocated to the
Company's accordingly.
F-11
Bio-Solutions International, Inc.
Notes to Financial Statements
(8) SPIN OFF OF FRANCHISE DIVISION
Bio-Solutions International, Inc. (the "Company") has spun-out its formerly
wholly-owned subsidiary, Bio-Solutions Franchise Corp. ("Franchise") to all
of its stockholders of record as of July 20, 2004. The effective date of
the spin-out was June 30, 2004. The spin-out was effectuated through a
pro-rata distribution of 100% of the capital stock of Franchise. The
distribution of the shares of capital stock of Franchise will be pro rata
to such existing stockholders of the Company and left each existing
stockholder of the Company with the same interest in assets and liabilities
of the Company that each shareholder held prior to such distribution. The
shares of Franchise capital stock so distributed are "restricted"
securities and cannot be resold without registration under the Securities
Act of 1933, as amended, unless an exemption from registration is
available. Neither Franchise nor any class of its capital stock is
registered under the Securities Exchange Act of 1934, as amended. There is
no public market for the shares of capital stock of Franchise, nor will
there be in the foreseeable future.
(9) SIGNIFICANT TRANSACTIONS
In February 2005 the Company accepted a stock subscription in the amount of
$50,000 to be used for working capital and issued 5,000,000 shares of its
restricted common stock in exchange therefor. As a condition of this new
funding and to better position the Company for a merger or acquisition, a
majority of shareholders consented to and the Board of Directors has
approved an additional 1 for 10 reverse split of all outstanding shares,
the timing of such reverse to be in the discretion in the Board of
Directors and occurred in May 2005.
(10) SUBSEQUENT EVENTS
On November 1, 2005, the Company entered into an Agreement and Plan of
Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly
owned subsidiary of the Company, whereby OmniMed Acquisition Corp. was
merged with and into Omnimed (the "Merger"). Omnimed was the surviving
entity from the Merger. Following the Merger, Omnimed became a wholly owned
subsidiary of the Company. As consideration for the Merger, the former
shareholders of Omnimed exchanged all of the outstanding Common Stock of
Omnimed for 9,894,900 shares of Common Stock of the Company. Each share of
Common Stock of Omnimed was exchanged for 1/5th of a share of Common Stock
of the Company. On November 21, 2005, the Bio-Solutions International
changed its name to Omnimed International, Inc.
F-12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Forward Looking Statements
The information in this quarterly report contains forward-looking
statements within the meaning of the Private Securities litigation Reform Act of
1995. This Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide prospective information about themselves so long
as they identify these statements as forward looking and provide meaningful
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than these
statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. Our actual results may differ significantly from
management's expectations.
The following discussion and analysis should be read in conjunction with
the financial statements of Omnimed International, Inc (formerly Bio-Solutions
International, Inc.), included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.
Critical Accounting Policies
A discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. Note 1 to the financial statements describes the significant
accounting policies and methods used in the preparation of the financial
statements. On an ongoing basis, management evaluates its estimates, the most
critical are those that are both important to the presentation of our financial
condition and results of operations and require management's most difficult,
complex, or subjective judgments.
Overview
Organizational History
Bio-Solutions International, Inc. was originally incorporated under the name
Septima Enterprises, Inc. ("Septima") on September 12, 1988 under the laws of
the State of Colorado for the purpose of acquiring interests in other business
entities and commercial technologies. Due to the unsuccessful nature of its
initial operations, Septima ceased all operations in February 1998. In September
1998, creditors of Septima were successful in obtaining a judgment against
Septima for unpaid debts. In October 1998, Septima was subject to a Judicial
Sale whereby all assets of Septima were sold in satisfaction of the September
1998 judgment. Accordingly, the aggregate adjusted balance of open trade
payables, as of December 31, 2000, of approximately $134,000 was the only
remaining identifiable liability of Septima.
3
During the first quarter of Fiscal 2001, Septima's legal counsel began to
negotiate the settlement of the outstanding trade accounts payable. As a result
of these efforts, Septima was able to negotiate settlements during the second
quarter of Fiscal 2001, using cash, Septima's restricted and unregistered common
stock and combinations thereof, to satisfy approximately $122,700 of open trade
payables Additionally, unaffiliated third parties have agreed to assume the
remaining approximately $11,000 of trade payables owed to unlocated vendors.
On January 22, 2001, Septima held a Special Meeting of the Shareholders at which
the following items were approved: 1) a 1 for 100 reverse split of the Company's
issued and outstanding common stock as of February 5, 2001; 2) the
reincorporation to the State of Nevada thereby changing the corporate domicile
from Colorado to Nevada; and 3) a change the par value of the common shares from
no par value to $0.0001 per share.
Following the Special Meeting of the Shareholders, Septima changed its state of
incorporation from Colorado to Nevada by means of a merger with and into a
Nevada corporation formed on January 26, 2001 solely for the purpose of
effecting the reincorporation. The Certificate of Incorporation and Bylaws of
the Nevada corporation are the Certificate of Incorporation and Bylaws of the
surviving corporation. Such Certificate of Incorporation changed Septima's name
to Bio-Solutions International, Inc. and modified Septima's capital structure to
allow for the issuance of 100,000,000 total equity shares consisting of no
shares of preferred stock and 100,000,000 shares of common stock, with a par
value of $0.0001 per share.
In March 2004, the Company sold certain of its assets associated with the
manufacturing portion of its business to Bio Solutions Manufacturing, Inc., a
Nevada corporation ("BSMI"). As a part of such agreement, BSMI agreed to assume
certain liabilities totaling $309,709.60 to be paid within six (6) months of
closing, with no less than $25,000 being paid each month until all the
liabilities are satisfied. BSMI issued 2,000,000 shares of the restricted common
stock of Single Source Financial Services, Inc., paid the Company $250,000.00
cash and agreed to make payments in the amount of $25,000.00 per month for a
period of four (4) months as payment for the assets. Also in March 2004, BSMI
entered into a marketing/manufacturing agreement with Bio-Solutions Franchise
Corp. ("BSFC"). As a part of the agreement, BSMI will manufacture, test,
research and develop environmental products for BSFC to market and sell. The
term of the agreement is for a period of ten (10) years. The Company recorded a
gain on disposed of operations in the amount of $330,375, net of income tax
effects.
Effective as of June 30, 2004, Bio-Solutions International, Inc. spun-out its
formerly wholly-owned subsidiary, Bio-Solutions Franchise Corp. ("Franchise"),
to all of its stockholders of record as of July 20, 2004. The spin-out was
effectuated through a pro-rata distribution of 100% of the capital stock of
Franchise to the existing stockholders of the Company. The shares of Franchise
that were distributed are "restricted" securities and cannot be resold without
registration under the Securities Act of 1933, as amended, unless an exemption
from registration is available. Neither Franchise nor any class of its capital
stock is registered under the Securities Exchange Act of 1934, as amended. There
is no public market for the shares of capital stock of Franchise, nor is there
expected to be one in the foreseeable future. The Company recorded a loss on
disposed of operations in the amount of $324,690, net of income tax effects.
On July 20, 2004, the Company filed a Schedule 14C approving by shareholder
consent a reverse split of the common stock of 1 for 500, the increase of
authorized preferred stock and approved a restatement of the authorized
sharesafter the reverse split of 110,000,000, of which 10,000,000 is preferred
and 100,000,000 is common, and approved the spinout of BSFC to existing
shareholders, all of which actions have been taken. As a condition of new
funding and to better position the Company for a merger or acquisition, a
majority of shareholders consented to and the Board of Directors has approved an
additional 1 for 10 reverse split of all outstanding shares, the timing of such
reverse to be in the discretion of the Board of Directors but to occur on or
before June 30, 2005.
4
On November 1, 2005, the Company entered into an Agreement and Plan of Merger
with OmniMed Acquisition Corp., a Nevada corporation and a wholly owned
subsidiary of the Company, whereby OmniMed Acquisition Corp. was merged with and
into Omnimed (the "Merger"). Omnimed was the surviving entity from the Merger.
Following the Merger, Omnimed became a wholly owned subsidiary of the Company.
As consideration for the Merger, the former shareholders of Omnimed exchanged
all of the outstanding Common Stock of Omnimed for 9,894,900 shares of Common
Stock of the Company. Each share of Common Stock of Omnimed was exchanged for
1/5th of a share of Common Stock of the Company.
Description Of Omnimed's Business
OmniMed is developing a system for gathering, digitizing, storing and
distributing information for the healthcare field.
OmniMed's goal is to revolutionize the medical industry by bringing digital
technology to the business of medicine. OmniMed intends to accomplish its
objective by providing individuals with a simple and secure way to access their
lifetime of actual medical records in an efficient and cost-effective manner.
OmniMed's products and services are designed to provide Healthcare providers
with the ability to reference their patient's actual past medical records,
thereby ensuring the most accurate treatment and services possible while
simultaneously reducing redundant procedures.
OmniMed is creating a system for gathering and digitizing medical records so
that individuals can have a comprehensive record of all of their medical visits.
OmniMed's primary product is the MedeFile system, a highly secure system for
gathering and maintaining medical records. The MedeFile system is designed to
gather all of its members' medical records and create a single, comprehensive
medical record that is accessible 24 hours a day, seven days a week.
Results of Operations
Three And Nine Months Ended September 30, 2005 Compared To Three And Nine Months
Ended September 30, 2004
Operating expenses were $8,421 in the three months ended September 30, 2005, and
$17,000 in the three months ended September 30, 2004. Operating expenses in the
September 30, 2005 three-month period primarily consisted of professional fees.
Interest expenses for the three months ended September 30, 2005 and September
30, 2004 were $10,125.Interest expenses primarily consisted of interest on
oustatnding convertible promissory notes.
Contractual Obligations
5
We did not have any contractual obligations as of September 30, 2005.
Liquidity and Capital Resources
Our total assets were $36,579 at September 30, 2005 versus $45,000 at June 30,
2005. The change in total assets is primarily attributable to expenditures for
professional fees. The Company has negative working capital of $577,113, and
recorded a net loss from continuing operations of $18,546 and $27,125 for the
three months ended September 30, 2005 and 2004, respectively. We believe that
existing cash resources should be adequate to fund our operations for the six
months subsequent to September 30, 2005. However, long-term liquidity is
dependent on our ability to attain future profitable operations. We may
undertake additional debt or equity financings to better enable us to grow and
meet our future operating and capital requirements. We do not currently have any
definitive plans or commitments for such financing and there is no assurance
that we will be successful in obtaining such financing.
ITEM 3. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures. As of September 30,
2005, the Company's management carried out an evaluation, under the
supervision of the Company's Chief Executive Officer and the Acting
Chief Financial Officer of the effectiveness of the design and
operation of the Company's system of disclosure controls and
procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e)
and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Acting Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective,
as of the date of their evaluation, for the purposes of recording,
processing, summarizing and timely reporting material information
required to be disclosed in reports filed by the Company under the
Securities Exchange Act of 1934.
b) Changes in internal controls. There were no changes in internal
controls over financial reporting that occurred during the period
covered by this report that has materially affected, or is likely to
materially effect, the Company's internal control over financial
reporting.
6
PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibits
Number Description
- ------ -------------------------------
2.1 Agreement and Plan of Merger made as of November 1, 2005 among
Bio-Solutions International, Inc., OmniMed Acquisition Corp.,
OmniMed International, Inc., and the shareholders of OmniMed
International, Inc. (as incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on November 3,
2005).
31.1
* Certification by Chief Executive Officer and Acting Chief
Financial, Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1
* Certification by Chief Executive Officer and Acting Chief
Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the United States Code, promulgated pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- ----------------------------------
* Filed Herewith
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Omnimed International, Inc.
(Registrant)
Date: November 21, 2005
By: /s/ Milton Hauser
-------------------------------------------
Milton Hauser, President, Chief Executive
Officer and Acting Chief Financial Officer
8