NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization, Nature of Business and Trade Name
Bioscience Neutraceuticals, Inc. (the Company) was incorporated in the State of Nevada on June 15, 2010 under the name JobLocationMap Inc. The Company is located at 500 North Michigan Avenue #600, Chicago, Illinois.
The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s future operations. The Company is currently evaluating and reviewing the future course of business.
Disposal of business
On October 1, 2018, the Company disposed of its previous online application business. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Statements of Operations to present this business in discontinued operations.
Reverse Stock Split
On January 18, 2019, a majority of our shareholders approved a reverse stock split on a basis of 40 old shares for one (1) new share of our issued and outstanding common stock. The reverse split has been reviewed by the Financial Industry Regulatory Authority and has been approved for filing with an effective date of February 7, 2019. All share and per share information in these financial statements retroactively reflect this stock distribution.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended December 31, 2018.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. A change in managements’ estimates or assumptions could have a material impact on Bioscience Neutraceuticals, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Bioscience Neutraceuticals, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock and loan from related party. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
NOTE 4 – NOTE PAYABLE
On June 9, 2017, the Company issued note payable of $7,500 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.
On August 14, 2017, the Company issued note payable of $20,000 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.
On March 31, 2018, the Company issued note payable of $3,957 to a third party. The note is a 57% interest bearing promissory note that is payable on March 31, 2023.
As of September 30, 2019, and December 31, 2018, the Company owed notes payable of $27,500 and $27,500, Long-term note payable of $3,957 and $3,957 and accrued interest of $27,372 and $17,457, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized interest expense of $9,915 and $9,358, respectively.
NOTE 5 – CONVERTIBLE NOTE PAYABLE
On December 31, 2017, the Company issued a convertible note of $4,875 with a conversion price of $0.01. The convertible note is unsecured, bears interest at 57% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $4,875 and amortized $4,875 for the year ended December 31, 2017. During the nine months ended September 30, 2019, the convertible note of $4,000 was converted into 400,000 shares of common stock.
On December 31, 2017, the Company issued a convertible note of $6,803 with a conversion price of $0.01. The convertible note is unsecured, bears interest at 57% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $6,803 and amortized $6,803 for the year ended December 31, 2017. During the nine months ended September 30, 2019, the convertible note of $4,000 was converted into 400,000 shares of common stock.
On December 31, 2017, the Company issued a convertible note of $11,200 with a conversion price of $0.005. The convertible note is unsecured, bears interest at 50% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $11,200 and amortized $11,200 for the year ended December 31, 2017.
As of September 30, 2019, and December 31, 2018, the Company owed convertible notes payable of $14,878 and $22,878 and accrued interest of $19,058 and $12,290, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized interest expense of $6,769 and $9,167, respectively.
NOTE 6 – EQUITY
The Company has authorized 100,000,000 shares of common stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001.
Preferred stock
As of September 30, 2019, and December 31, 2018, there was no shares issued and outstanding.
Common stock
During the nine months ended September 30, 2019, the Company issued 7,800,000 shares of common stock as follows;
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·
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7,000,000 shares to our CEO for compensation
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|
|
|
|
·
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800,000 shares for conversion of debts of $8,000
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8,042,516 and 242,516 shares of common stock were issued and outstanding as of September 30, 2019 and December 31, 2018.
NOTE 7 – RELATED TRANSACTIONS
Due to related parties
During the nine months ended September 30, 2019, the Company received loans from the Related Party Director of $32,251 to pay for operating expenses.
During the nine months ended September 30, 2018, the Company received loans from the Related Party Director of $30,436 to pay for operating expenses and repaid $3,159.
As of September 30, 2019 and December 31, 2018, related party loan payable outstanding is $132,423 and $100,172, respectively.
NOTE 8 – DISCONTINUED OPERATIONS
During the year ended December 31, 2018, the Company disposed of online map application business. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Statements of Operations to present this business in discontinued operations.
The following table shows the results of operations which are included in the loss from discontinued operations:
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Three Months Ended
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Nine Months Ended
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|
|
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September 30,
|
|
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September 30,
|
|
|
|
2019
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|
|
2018
|
|
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2019
|
|
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2018
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|
Revenue
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$
|
-
|
|
|
|
1,693
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|
|
$
|
-
|
|
|
|
6,163
|
|
Cost of goods
|
|
|
-
|
|
|
|
(1,859
|
)
|
|
|
-
|
|
|
|
(8,257
|
)
|
Gross profit
|
|
|
-
|
|
|
|
(166
|
)
|
|
|
-
|
|
|
|
(2,094
|
)
|
General and administration
|
|
|
-
|
|
|
|
1,435
|
|
|
|
-
|
|
|
|
5,905
|
|
Professional
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
250
|
|
Operating loss
|
|
|
-
|
|
|
|
(1,601
|
)
|
|
|
-
|
|
|
|
(8,249
|
)
|
Income tax provision
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loss from discontinued operations, net of tax
|
|
|
-
|
|
|
|
(1,601
|
)
|
|
|
-
|
|
|
|
(8,249
|
)
|
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated potential subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred that require disclosure.