UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only [as permitted by Rule
14c-5(d)(2)]
[_] Definitive Information Statement
BIO-SOLUTIONS INTERNATIONAL, INC.
----------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0- 11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Bio-Solutions International, Inc.
1161 James Street
Hattiesburg, MS 39402
July 20, 2004
Dear Stockholders:
Notice is hereby given that on July 20, 2004, we received the written
consent, in lieu of a meeting of stockholders, from the holders of a majority of
our outstanding voting stock.
You are encouraged to read the attached Information Statement for further
information regarding this action.
This is not a notice of a meeting of stockholders and no stockholders
meeting will be held to consider the matters described herein. This Information
Statement is being furnished to you solely for the purpose of informing
stockholders of the matters described herein in compliance with Regulation 14C
of the Securities Exchange Act of 2034, as amended, and NRS 78.385 and 78.390 of
the Nevada Corporations Code.
Sincerely,
By: /s/ Louis H. Elwell, III,
- ------------------------------------
Louis H. Elwell, III,
Sole Officer and Director
Hattiesburg, Mississippi
July 20, 2004
Bio-Solutions International, Inc.
1161 James Street
Hattiesburg, MS 39402
INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 2034
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
This information statement is to be mailed on or about July 30, 2004 to the
stockholders of record on July 20, 2004 (the "Record Date") of Bio-Solutions
International, Inc., a Nevada corporation (the "Company") in connection with
certain actions to be taken by the written consent by the majority of
stockholders of the Company, dated as of July 20, 2004. The actions to be taken
pursuant to the written consent shall be taken on or about August 20, 2004, 20
days after the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
TO OUR STOCKHOLDERS:
NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED JULY 20,
2004.
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
the written consent of a majority of stockholders dated July 20, 2004, in lieu
of a special meeting of the stockholders. Such action will be taken on or about
August 20, 2004:
(1) To consider and vote upon a proposal to create a class of preferred
stock with no par value with rights and privileges with respect thereto to be
established by the Board of Directors, such total number of shares not to exceed
10,000,000.
(2) To consider and vote upon a proposal to effect a reverse split of the
common stock on the basis of one new share of common stock for every five
hundred outstanding shares.
(3) To consider and vote upon a proposal to amend the Company's Articles of
Incorporation that will restate the authorized shares of the Company after the
reverse split to 110,000,000 of which 10,000,000 shall be preferred and
100,000,000 shall be common stock; and
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(4) To approve the spin-out of its wholly owned subsidiary, Bio-Solutions
Franchise Corp. to existing shareholders as of the record date on a pro-rata
basis to such existing shareholders, at such time and upon terms and conditions
acceptable, if any, to the Board of Directors and in accordance with applicable
federal and state securities laws.
By Order of the Board of Directors,
By: /s/ Louis H. Elwell, III,
- ------------------------------------
Louis H. Elwell, III,
Sole Officer and Director
Date: July 20, 2004
[Balance of this page intentionally left blank]
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Bio-Solutions International, Inc.
1161 James Street
Hattiesburg, MS 39402
DISSENTERS' RIGHTS OF APPRAISAL
Dissenters may exercise their rights in accordance with Nevada corporate law.
For advice on how to exercise this right, please seek legal counsel.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF: OUTSTANDING SHARES AND VOTING
RIGHTS
Common stock
As of the record date, the Company's authorized capitalization consisted of
100,000,000 shares of common stock, of which 97,809,083 shares were issued and
outstanding for voting purposes as of the record date. Holders of common stock
of the Company have no preemptive rights to acquire or subscribe to any of the
additional shares of common stock.
Each share of common stock entitles its holder to one vote on each matter
submitted to the stockholders. However, because stockholders holding at least a
majority of the voting rights of all outstanding shares of capital stock as of
July 20, 2004 have voted in favor of the foregoing proposals by resolution dated
July 20, 2004; and having sufficient voting power to approve such proposals
through their ownership of capital stock, no other stockholder consents will be
solicited in connection with this Information Statement.
Preferred Stock
As of the record date, the Company's authorized capitalization consisted of -0-
shares of preferred stock.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 2034, as amended,
the proposals will not be adopted until a date at least 20 days after the date
on which this Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on August 20, 2004.
The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the common stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders pursuant
to Section 78.370 of the Nevada General Corporation Law.
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STOCK OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table below sets forth information as to each person owning of record or who
was known by the Company to own beneficially more than 5% of the 97,809,083
shares of issued and outstanding common stock of the Company as of July 20, 2004
and information as to the ownership of the Company's stock by each of its
directors and executive officers and by the directors and executive officers as
a group. Except as otherwise indicated, all shares are owned directly, and the
persons named in the table have sole voting and investment power with respect to
shares shown as beneficially owned by them.
Name and Address Amount & Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
- --------------------------------------------------------------------------------
Common stock Louis H. Elwell, III 3,343,005 5.8%
Common stock Bio-Solutions Creditor Fund* 40,000,000 41.0%
- -----------------
* Represents shares set aside by the Company to collateralize major unsecured
creditors. Creditors have voting rights but shares are subject to
cancellation and return to treasury in the event such unsecured creditor
claims are satisfied in full on or before December 31, 2004.
DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth the name, age, and position of each executive
officer and director of the Company:
DIRECTOR'S NAME AGE OFFICE
- ------------------- --- ---------------------------
Louis H. Elwell, III* 42 President& CEO, Director
- ---------
* Louis H. Elwell, III, is the sole officer and director of the
Company.
LOUIS H. ELWELL, III, President & CEO, Director
Mr. Louis Elwell is the President & CEO and a member of the board of directors
of the Company. From December 2097 to January 2002, Mr. Elwell was the President
of Madison Morgan Group, Ltd., a small business consulting firm. From May of
2091 to November 2097, Mr. Elwell was a self employed business consultant. From
2086 to April 2091, Mr. Elwell was the President of Powerex Corporation, an
energy management system company. In addition, for two (2) years, Mr. Elwell
taught "New Venture Initiation", a required class for Entrepreneurial Management
Majors at the Entrepreneurial Center, Wharton School, University of
Pennsylvania.
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Mr. Elwell presently serves on the Board of Directors of Paradigm Sales &
Marketing, Inc. n/k/a Bio-Solutions Franchise Corp., from inception to present,
and previously served as a Director and Secretary of QRS Music Technologies,
Inc., 1/90 to 7/96, (OTCBB: QRSM).
Mr. Elwell received his Bachelor of Science Degree in Economics from the Wharton
School, University of Pennsylvania, where he majored both in Finance and
Entrepreneurial Management.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 2034 and the rules thereunder
require the Company's officers and directors, and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies.
Based on its reviews of the copies of the Section 16(a) forms received by it, or
written representations from certain reporting persons, Bio-Solutions
International, Inc. believes that, during the last fiscal year, the following
individual is in compliance with Section 16(a) filing requirements: Louis H.
Elwell, III.
AMENDMENT TO ARTICLES OF INCORPORATION
On July 20, 2004, our Board of Director voted unanimously to authorize and
recommend that our shareholders approve a proposal to effect the reverse stock
split, common stock restatement and authorize preferred stock. Pursuant to the
reverse stock split, each five hundred of the outstanding shares of our common
stock on the date of the reverse stock split (the "Old Shares") will be
automatically converted into one share of our common stock (the "New Shares").
The reverse stock split will not alter the number of shares of our commons stock
we are authorized to issue, but will simply reduce the number of shares of our
common stock issued and outstanding. Notwithstanding the reverse stock split,
our Articles of Amendment will reflect 100,000,000 shares of authorized common
stock. In addition, the Articles of Amendment will reflect 10,000,000 shares of
authorized preferred stock. The reverse stock split, common stock increase and
authorize preferred stock will become effective upon filing of the Amendment to
our Articles of Incorporation with the Nevada Secretary of State.
Purpose and Effect of Proposed Reverse Stock Split
The Board believes the reverse stock split is desirable because it will assist
us by helping to raise the trading price of our common stock. Our Board believes
that the higher share price which should result from the reverse stock split
will help generate interest in us among investors and thereby assist us in
raising capital to fund our operations.
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The effect of the reverse stock split upon the market price for our common stock
cannot be predicted. There can be no assurance that the market price per new
share of our common stock after the reverse stock split will rise in proportion
to the reduction in the number of old shares of our common stock outstanding
resulting from the reverse stock split. The market price of our common stock may
also be based on our performance and other factors, some of which may be
unrelated to the number of shares outstanding.
The reverse stock split will effect all of our shareholders uniformly and will
not affect any shareholder's percentage ownership interests in us or
proportionate voting power. In lieu of issuing fractional shares, we will issue
any shareholder who otherwise would have been entitled to receive a fractional
share as a result of the reverse stock split one share of our common stock.
The Reverse Stock Split will have the following effects upon the number of
shares of our Common stock outstanding:
Upon the effectiveness of the reverse stock split, the number of shares owned by
each holder of common stock will be reduced by the ratio of five hundred to one
share of common stock he or she owned immediately prior to the reverse stock
split. The per share loss and net book value of our common stock will be
increased because there will be fewer shares of our common stock outstanding.
The principal effect of the reverse stock split will be that (i) the number of
shares of common stock issued and outstanding will be reduced from 97,809,083
shares to approximately 205,618 shares.
Pursuant to the reverse stock split, the par value of the common stock will
remain $.0001 per share. As a result, on the effective date of the reverse stock
split, the stated capital on our balance sheet attributable to the common stock
will be reduced to one five hundredth of its present amount, and the additional
paid-in capital account shall be credited with the amount by which the stated
capital is reduced.
Manner of Effecting the Reverse Stock Split and Exchange Stock Certificates
The reverse stock split will be effected by the filing of the Articles of
Amendment with the Secretary of the State of Nevada. The reverse stock split
will become effective on the date of filing the Articles of Amendment unless we
specify otherwise (the "Effective Date"). The split shall occur electronically
on the books of the Company's Transfer Agent and at the time of deposit of the
share certificates at any brokerage house and it shall not be necessary for
current shareholders to exchange outstanding share certificates. Mechanically,
the Transfer Agent effects the reverse immediately on the books of the Transfer
Agent as of the Effective Date. Existing certificates held by shareholders will
continue to represent pre-split shares and the effect of the reverse will occur
electronically. Until surrendered, each outstanding certificate representing the
old shares will be deemed for all corporate purposes after the effective date to
evidence ownership of the new shares in the appropriately reduced number.
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Reasons for the Proposed Increase in Authorized Common stock
The Company is currently authorized to issue 100,000,000 shares of common stock,
$.0001 par value per share, of which 97,809,083 shares were issued and
outstanding at the close of business on the Record Date.
The Company has no present agreement to issue any additional shares of common
stock. However this amendment is being sought because the Board of Directors
believes that maintaining the authorized common stock at 100,000,000 shares
would make available those shares for capital raising and other acquisitions as
well as incentive options. Such stock issuances could be for cash, securities or
other property, allowing the Company to take advantage of favorable market
conditions, attract or retain personnel or business opportunities including
acquisitions.
There can be no assurances, nor can the Board of Directors of the Company
predict what effect, if any, the proposed increase in authorized common stock
will have on the market price of the Company's common stock. This amendment is
being sought solely to enhance the Company's corporate finance flexibility.
Reasons for the Proposed Authorization of Preferred Stock
The Board of Directors proposes to amend the Company's Articles of Incorporation
to establish preferred stock, with a limitation of 10,000,000 authorized shares
to be issued upon terms and conditions established by the Board of Directors.
This amendment is being sought because the Board of Directors believe that it is
advisable and in the best interests of the Company to have available additional
shares of preferred stock to provide the Company with greater flexibility in
financing the continued operations of the Company and undertaking acquisitions.
The Company believes that the preferred stock will provide the Company with a
capital structure better suited to meet the Company's short and long term
capital needs. The shares of preferred stock permits the Company to negotiate
the precise terms of an equity instrument by simply creating a new series of
preferred stock without incurring the cost and delay in obtaining shareholder
approval. This allows the Company to more effectively negotiate with, and
satisfy the precise financial criteria of any investor in a timely manner.
Management of the Company is not aware of any present efforts of any persons to
obtain control of the Company, and the proposed increase in authorized shares of
preferred stock is not intended to be an anti-takeover device. The Proposed
Amendment is being sought to augment liquidity and to enhance corporate
flexibility generally.
Reasons to Approve Spin-Out To Existing Shareholders
The reorganization of the Company expressly provides for all existing assets to
be distributed to shareholders through the spin-out of its existing wholly owned
subsidiary to existing shareholders. The distribution of shares will be pro rata
to such existing shareholders and leaves each existing shareholder with the same
interest in assets and liabilities of the Company that each shareholder
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currently holds. In addition, the extended reorganization of the Company to have
a structure enabling the Company to attract other businesses and develop such is
intended to give each shareholder added value.
The spin-out as stated will be pro rata to existing shareholders. Any additional
terms and conditions will be established by the Board of Directors. The timing,
status as public or private entity, warranties, representations and related
matters will also be determined and established by the Board of Directors. All
of the foregoing will and must be in compliance with applicable federal and
state securities laws.
No Dissenter's Rights
Under the Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to our proposed Amendment, and we will not independently
provide our shareholders with any such right.
Certain Federal Income Tax Consequences
We believe that the federal income tax consequences of the reverse stock split
to holders of old shares and holders of new shares will be as follows:
o Except as set forth in (5) below, no gain or loss will be recognized
by a shareholder on the surrender of the old shares or receipt of a
certificate representing new shares.
o Except as set forth in (5) below, the aggregate tax basis of the new
shares will equal the aggregate tax basis of the old shares exchanged
therefore.
o Except as set forth in (5) below, the holding period of the new shares
will include the holding period of the old shares if such old shares
were held as capital assets.
o The conversion of the old shares into the new shares will produce no
gain or loss to us.
o The federal income tax consequences of the receipt of an additional
share in lieu of a fractional interest is not clear but may result in
tax liabilities which should not be material in amount in view of the
low value of the fractional interest.
Our beliefs regarding, the tax consequence of the reverse split are not binding
upon the Internal Revenue Service or the courts, and there can be no assurance
that the Internal Revenue Service or the courts will accept the positions
expressed above.
This summary does not purport to be complete and does not address the tax
consequences to holders that are subject to special tax rules, such as bank,
insurance companies, regulated investment companies, personal holding companies,
foreign entities, nonresident foreign individuals, broker-dealers and tax exempt
entities.
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The state and local tax consequences of the reverse stock split may vary
significantly as to each shareholder, depending upon the state in which he or
she resides.
The foregoing summary is included for general information only. Accordingly,
shareholders are urged to consult their own tax advisors with respect to the
Federal, State and local tax consequences of the actions taken herein.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Louis H. Elwell, III,
- ------------------------------------
Louis H. Elwell, III,
Sole Officer and Director
July 20, 2004
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