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EX-21.1 - Todays Alternative Energy Corpv223505_ex21-1.htm
EX-32.1 - Todays Alternative Energy Corpv223505_ex32-1.htm
EX-31.1 - Todays Alternative Energy Corpv223505_ex31-1.htm
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
(Mark One)

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2010

¨
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: 001-32044

TODAYS ALTERNATIVE ENERGY CORPORATION.
(Name of small business issuer as specified in its charter)

Nevada
16-576984
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
857 Post Road, Suite 397,
Fairfield, Ct. 06824
      
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
 
(888) 880-0994
Securities registered pursuant to Section 12(b) of the Act:
 
None
Securities registered pursuant to Section 12(g) of the Act:
 
$.00001 par value common stock

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ¨ Yes No x
 
Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 day. x Yes ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy in information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨
Smaller reporting company x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
The issuer's revenues for its most recent fiscal year were $0.

The aggregate market value of the voting and non-voting common equity held by  non-affiliates  computed by reference to the price at which the common equity  was last sold, or the average bid and asked price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter was $2,081,706.

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨    No ¨
  
Applicable only to corporate issuers:

As of May 20, 2011, there were 68,635,571 shares of our common stock issued and outstanding.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

 
 

 

EXPLANATORY NOTE

This amendment on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for Todays Alternative Energy Corporation, as initially filed with the Securities and Exchange Commission (“SEC”) on February 14, 2011 (the “Original Report”). The Company is filing this amendment for the purpose of responding to SEC comments to (i) present audited amounts in the columns for the period from inception of the development stage (November 1, 2007) through October 31, 2010 of our consolidated statements of operations and cash flows, which are unchanged from the unaudited figures presented in the Original Report, (ii) to make such corresponding changes as necessary in Item 7A. and to (iii) amend certain statements in Item 9A to conform with Item 308 of Regulation S-K.  Other than as amended by this Amendment, the Original Report remains in full effect.

PART I

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.
 
Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.

The forward-looking events discussed in this annual report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

General

We are a development stage company. Our business has two primary opportunities that we are developing. We have a green cleaning products business that is organized to use our own scientific formulations to manufacture and sell a new line of powerful industrial strength environmentally friendly biodegradable cleaning products that contain natural non-toxic ingredients. We have a biodiesel business that is organized to use our extraction technology to convert waste cooking oil and grease into a biodiesel fuel ingredient that we intend to sell to biodiesel fuel producers. Our biodiesel business is designed to eliminate environmental issues associated with disposing of waste cooking oil and grease.
 
On June 9, 2010, we changed our name to Todays Alternative Energy Corporation to better reflect the direction of our business.

On July 1, 2010, we announced plans to brand the Company's new line of industrial strength, environmentally friendly biodegradable cleaning products with the GEM name, a Company-owned brand. The GEM brand name and the accompanying tagline, "Guaranteed Enzyme Miracle," call attention to the natural enzymes and other eco-friendly industrial strength ingredients in GEM cleansers that safely and quickly remove oil, grease and other stubborn stains. GEM products contain no ammonia, phosphates, dyes, artificial scents or toxins, and are biodegradable. GEM products will enter a large expanding market for green cleaners. U.S. retail sales of green household cleaning products totaled $557 million in 2009 and have grown 229% since 2005, claiming 3% of the total household cleaner retail market according to Packaged Facts' independent proprietary online green cleaner survey and sales estimates. According to their estimates, annual sales of green cleaner products in the U.S. will grow to $2 billion by 2014, an increase that is 4 times the size of 2009 sales. Sales growth is coming from increased numbers of U.S. consumers who report using natural, organic or ecologically friendly household cleaning products. According to a Packaged Facts' February 2010 survey, 42% of adult consumers used green cleaning products, which translates into 48 million U.S. households.
 
 
2

 

We will manufacture GEM products at our facility in San Antonio, Texas using our scientific formulations. We plan to market GEM products to American consumers directly and through retailers. We estimate that product sales will begin in our fiscal second quarter ended April 30, 2011. Product prices are planned to be competitive with branded household floor, carpet and drain cleaning products.

Critical Accounting Policies

Our discussion and analysis of our financial conditions and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires managers to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates in the preparation of our consolidated financial statements.
 
Going Concern

The financial statements contained in this report have been prepared assuming that we will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. We have incurred losses since inception and have negative cash flows from operations. For the years ended October 31, 2010 and 2009, we incurred net losses of $833,129 and $927,207, respectively, and we have a stockholders’ deficit of $2,245,450 as of October 31, 2010. Our future is dependent upon our ability to obtain additional equity or debt financing and upon future successful development and marketing of our products. We recently raised funds through the sale of convertible notes to an investor and by borrowing under an existing secured loan agreement. We are pursuing the sale of additional convertible notes. Although we plan to pursue additional financing, there can be no assurance that we will be able to secure such financing or obtain financing on terms beneficial to us. Failure to secure such financing may result in our inability to continue as a going concern.
 
The financial statements contained in this report do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.
 
Stock-Based Employee Compensation

The Company adopted ASC 718-10. This accounting guidance requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.

In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. Equity based compensation expense was $0 during the years ended October 31, 2010 and 2009.    

Results of Continuing Operations

Basis of Presentation

The results of operations set forth below for the years ended October 31, 2010 and 2009 are those of the continuing operations of Todays Alternative Energy Corporation, which include GEM and BESI on a consolidated basis.

 
3

 

The following table sets forth, for the periods indicated, certain selected financial data from continuing operations:
 
    
Year Ended
October 31,
   
From Inception of
Development
Stage on
November 1, 2007
Through
 
   
2010
   
2009
   
October 31, 2010
 
Net sales
 
$
   
$
   
$
 
Cost of sales
   
     
     
 
                         
Gross (loss)
   
     
     
 
                         
Selling, general and administrative
   
461,849
     
450,591
     
1,504,300
 
                         
Operating (loss)
 
$
(461,849
)
 
$
(450,591
)
 
$
(1,504,300
)
 
Comparison of the Year Ended October 31, 2010 and 2009

Net sales.  Net sales for operations were $0 for the years ended October 31, 2010 and 2009.
 
Selling, general, and administrative.    Selling, general, and administrative expenses was $461,849 for the year ended October 31, 2010 compared to $450,591for the year ended October 31, 2009. The increase of $11,258 or 2% was primarily due to professional fees incurred for operational support for developing the green cleaning products and biodiesel fuel businesses and back office accounting support 
 
Operating loss.    We incurred an operating loss of $461,849 for the year ended October 31, 2010, compared to an operating loss of $450,591 for the year ended October 31, 2009. The increase of $11,258 or 2% was primarily due to professional fees incurred for operational support for developing the green cleaning products and biodiesel fuel businesses and back office accounting support.

Liquidity and Capital Resources

We have financed our operations, acquisitions, debt service, and capital requirements through cash flows generated from operations, debt financing, and issuance of equity securities. Our working capital deficit at October 31, 2010 was $2,245,450 and at October 31, 2009 it was $2,221,280. We had cash of $4,446 as of October 31, 2010, while we had cash of $3,423 as of October 31, 2009.

We used $235,205 of net cash from operating activities for the year ended October 31, 2010, compared to using $302,294 in the year ended October 31, 2009.

Net cash flows provided by investing activities was $0 for the year ended October 31, 2010 compared to $0 for the year ended October 31, 2009.

Net cash flows provided by financing activities were $236,228 for the year ended October 31, 2010, compared to net cash provided by financing activities of $304,844 in the year ended October 31, 2009. The net cash provided by financing activities is from the proceeds from our notes payable, which are net of repayments.

Loan Agreements

On November 29, 2006, we entered into two separate loan agreement with certain lenders that provided for the potential for us to borrow up to $1,000,000 under each loan agreement. Under the loan agreements, the lenders received convertible promissory notes in the aggregate principal amounts of $164,000, $537,955 and $264,625, respectively, for loans made prior to the November 29, 2006 loan agreements. As a result of subsequent agreements between the lenders, a single lender now holds both $1,000,000 loan agreements. The lender may, in its sole and absolute discretion, make additional loans to us, up to an aggregate total of $2,000,000. Borrowings under the loan agreements bear interest at the rate of eight percent (8%) per annum and are payable on demand. Outstanding principal and accrued interest is also convertible into shares of our common stock at a fixed conversion rate of $0.001 per share as a result of a May 2008 amendment to the loan agreements. In addition, the lender cannot convert any principal or interest to the extent that such conversion would require us to issue shares of our common stock in excess of our authorized and unissued shares of common stock. The notes are secured by a first priority security interest in all of our assets. By their terms, the holder of the notes may not convert the notes to the extent such conversion would cause the holder to have acquired a number of shares of common stock that would exceed 4.99% of our then outstanding common stock.

Since July 2009, third party investors have acquired $41,000 in principal under the loan agreement. We have reduced the amount of unpaid principal and interest under the loan agreement through issuances of our common stock in satisfaction of conversion requests. As of October 31, 2010, the outstanding principal balance on these loans was approximately $1,400,000.
 
Capital Requirements

The report of our independent accountants for the fiscal year ended October 31, 2010 states that we have incurred operating losses since inception and requires additional capital to continue operations, and that these conditions raise substantial doubt about our ability to continue as a going concern.

 
4

 

As of October 31, 2010, we had a working capital deficit of $2,245,450. Currently, we do not generate any revenues. To operate our biodiesel fuel ingredient production business, we need to construct or lease biodiesel plants and we will not generate any revenues from this business until we have established plants that are operational. The expected cost to build each biodiesel plant is $2.5 million and we do not have the capital to build such plants. In our green cleaning products business, we need to complete the build out of our leased space in San Antonio, Texas and buy production equipment in order to begin producing cleaning products to sell. We expect to begin generating revenues in our green cleaning products business once the production facility is fully operational and our sales and marketing campaigns our launched in our fiscal second quarter ended April 30, 2011. The expected cost to open a production facility is $400,000 and we are seeking the capital to begin buying production equipment. We raised $70,000 from the sales of convertible notes to an investor and expect to raise the remaining funds needed through additional sales of convertible notes. If we cannot raise additional debt and/or equity capital, we will be unable to generate any revenues..

            We believe that, as of the date of this report, our existing working capital and cash flows generated from operations will be insufficient to fund our plan of operations over the next 12 months, and accordingly, we will need to continue to obtain additional financing.

As set forth above, we have entered into a secured loan agreement with a third party lender, under which the lender, in its sole and absolute discretion, can lend to us up to $2,000,000. However, such loans are completely discretionary with the lender, and as of the date hereof, we have received no commitment from the lender to advance us additional funds. We have sold unsecured convertible notes to an investor and seek to sell additional unsecured convertible notes, and as of the date hereof, we have received no firm commitment from investors to purchase additional notes from us.

In the event that our lenders do not advance us additional funds under the loan agreement and investors do not purchase additional unsecured convertible notes, we would need to seek additional debt or equity financing, i a strategic alliance, or a joint venture. Such additional financing, alliances, or joint venture opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, our operating results and prospects could be adversely affected. In addition, any debt financings or significant capital expenditures require the written consent of our existing lenders.

 We intend to retain any future earnings to retire debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes. The loan agreement with our lenders contains restrictions as to the payment of dividends.

Off-Balance Sheet Arrangements

 None.

 
5

 

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  
 
Our financial statements are filed under this Item 8, beginning on page F-1 of this report.
 
Todays Alternative Energy Corporation
(Formerly Bio Solutions Manufacturing, Inc.)
(A Development Stage Company)

CONTENTS
 
 
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-2
   
CONSOLIDATED FINANCIAL STATEMENTS
 
   
Consolidated Balance Sheets
F -3
   
Consolidated Statement of Operations for the years ended October 31, 2010 and 2009 and for the Period From November 1, 2007 (inception of development stage) through October 31, 2010
F - 4
   
Consolidated Statement of Statements of Stockholders’ Deficit
F - 5
   
Consolidated Statement of Cash Flows for the years ended October 31, 2010 and 2009 and for the Period From November 1, 2007 (inception of development stage) through October 31, 2010
F - 6
   
Notes to the consolidated financial statements
F -7 to F-15
 
 
F-1

 

Report of Independent Registered Public Accounting Firm
 
Board of Directors and Stockholders
 
Todays Alternative Energy Corporation
 
(Formerly Bio Solutions Manufacturing, Inc.)
 
 We have audited the accompanying consolidated balance sheets of Todays Alternative Energy Corporation (A Development Stage Enterprise) as of October 31, 2010 and 2009, and the related consolidated statement of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended October 31, 2010 and for the period from November 1, 2007 (date of inception) to October 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating principles used and significant estimates made by management, as well as evaluating the overal financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2010 and 2009, and the results of its operations and cash flows for each of the two years in the period ended October 31, 2010 and for the period from November 1, 2007 (date of inception) to October 31, 2010, in conformity with generally accepted accounting principles in the United States.
 
The accompanying consolidated financial statements have been prepared assuming that Todays Alternative Energy Corporation will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
 
   
/s/  RBSM LLP
   
New York, New York
 
May 20, 2011
 
 
F-2

 

Todays Alternative Energy Corporation
(Formerly Bio Solutions Manufacturing, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
  
   
October 31,
   
October 31,
 
   
2010
   
2009
 
             
Assets
           
             
Current assets:
           
Cash
  $ 4,446     $ 3,423  
Prepaid expenses
    1,463       -  
Total current assets
    5,909       3,423  
                 
Total assets
  $ 5,909     $ 3,423  
                 
Liabilities and Stockholders' Deficit
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 884,194     $ 1,112,481  
Convertible notes payable
    1,367,165       1,112,222  
Total current liabilities
    2,251,359       2,224,703  
                 
Stockholders' deficit:
               
Preferred stock, $0.00001 par value, 10,000,000 authorized, 10,000 shares of Series A issued and outstanding as of October 31, 2010 and October 31, 2009 and 80,000 and 92,000 shares of Series B issued and outstanding as of October 31, 2010 and 2009, respectively
    1       1  
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 43,371,079 and 26,617,197 shares issued and outstanding as of October 31, 2010 and 2009, respectively
    434       266  
Common stock to be issued
    5       -  
Additional paid-in capital
    7,615,206       6,806,420  
Deficit accumulated from November 1, 2007 (inception of development stage)
    (2,352,775 )     (1,519,646 )
Accumulated deficit
    (7,508,321 )     (7,508,321 )
Total stockholders' deficit
    (2,245,450 )     (2,221,280 )
                 
Total liabilities and deficiency in stockholders' equity
  $ 5,909     $ 3,423  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-3

 

Todays Alternative Energy Corporation
(Formerly Bio Solutions Manufacturing, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
 
    
Years Ended  
October 31,
   
From Inception of
Development Stage
on November 1, 2007
Through October 31,
 
   
2010
   
2009
    2010  
                   
Expenses:
                       
General and administrative expenses
 
$
461,849
   
$
450,591
   
$
1,504,300
 
Total expenses
   
461,849
     
450,591
     
1,504,300
 
                         
Loss from operations
   
(461,849
)
   
(450,591
)
   
(1,504,300
)
                         
Other expenses:
                       
Beneficial conversion feature expense
   
(269,608
   
(331,157
)
   
(544,775
)
Interest expense
   
(101,672
)
   
(145,459
)
   
(303,700
)
Total other expenses
   
(371,280
   
(476,616
)
   
(848,475
)
                         
Net loss before provision for income taxes
   
(833,129
)
   
(927,207
)
   
(2,352,775
)
                         
Provision for income taxes
   
-
     
-
     
-
 
Net loss
 
$
(833,129
)
 
$
(927,207
)
 
$
(2,352,775
)
                         
Net loss per weighted average share - basic and diluted
 
$
(0.03
)
 
$
(0.07
)
       
Weighted average number of shares - basic and diluted
   
31,156,627
     
13,937,611
         
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-4

 

Todays Alternative Energy Corporation
(Formerly Bio Solutions Manufacturing, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' (Deficit)
 
  
 
Preferred Stock
Series A and B
   
Common Stock
   
Common
Stock to 
be
   
Additional
Paid in
   
Deficit Accumulated
During the Development
   
Accumulated
   
Total
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Issued
   
Capital
   
Stage
   
(Deficit)
   
(Deficit)
 
                                                       
Balance, October 31, 2007
   
-
   
$
-
     
46,353
   
$
46
   
$
-
   
$
5,866,824
   
$
-
   
$
(7,508,321
)
 
$
(1,641,451
)
                                                                         
Debt converted for shares  
                   
16,000
     
16
             
106,544
                     
106,560
 
                                                                         
Series A and common shares issued for services
   
10,000
     
10
     
26,725
     
27
             
285,285
                     
285,322
 
                                                                         
Beneficial conversion feature  
                                           
(55,990
)
                   
(55,990
)
                                                                         
Reclassification as a result of reincorporation
           
(10
           
(88
)
           
98
                     
-
 
                                                                         
Net loss
                                                   
(592,439
   
  
     
(592,439
                                                                         
Balance, October 31, 2008
   
10,000
   
$
-
     
89,078
   
$
1
   
$
-
   
$
6,202,761
   
$
(592,439
)
 
$
(7,508,321
)
 
$
(1,897,998
)
                                                                         
Shares issued in satisfaction of fraction shares resulting from 1-for-1,000 reverse stock split
                   
2,019
     
-
                                     
-
 
                                                                         
Debt converted for shares
                   
26,395,000
     
264
             
113,686
                     
113,950
 
                                                                         
Shares issued for services
                   
131,100
     
1
             
66,817
                     
66,818
 
                                                                         
Series B shares issued for legal settlement
   
92,000
     
1
                             
91,999
                     
92,000
 
                                                                         
Beneficial conversion feature
                                           
331,157
                     
331,157
 
                                                                         
Net loss
                                                   
(927,207
)
   
-
     
(927,207
)
                                                                         
Balance, October 31, 2009
   
102,000
   
$
1
     
26,617,197
   
$
266
   
$
-
   
$
6,806,420
   
$
(1,519,646
)
 
$
(7,508,321
)
 
$
(2,221,280
)
                                                                         
Debt converted for shares
                   
8,005,000
     
80
             
7,925
                     
8,005
 
                                                                         
Shares issued for services
                   
7,709,109
     
77
             
134,923
                     
135,000
 
                                                                         
Conversion of Series B shares for common shares
   
(12,000
           
1,039,773
     
11
     
4
     
(15
)
                   
-
 
                                                                         
Beneficial conversion feature
                                           
269,608
                     
269,608
 
                                                                         
Contributed services by former officers
                                           
394,679
                     
394,679
 
                                                                         
Accrued expenses forgiven by former officer
                                           
1,666
                     
1,666
 
                                                                         
300 shares of common stock to be issued to former officer 
                                   
1
                             
1
 
                                                                         
Net loss
                                                   
(833,129
)
           
(833,129
)
                                                                         
Balance, October 31, 2010
   
90,000
   
$
1
     
43,371,079
   
$
434
   
$
5
   
$
7,615,206
   
$
(2,352,775
)
 
$
(7,508,321
)
 
$
(2,245,450
)
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-5

 
 
Todays Alternative Energy Corporation
(Formerly Bio Solutions Manufacturing, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
 
  
 
Year Ended
October 31,
   
From Inception of
Development Stage
on November 1,
2007 Through
 
   
2010
   
2009
   
October 31, 2010
 
CASH FLOWS FROM OERATING ACTIVITIES
                 
Net loss
 
$
(833,129
)
 
$
(927,207
)
 
$
(2,352,775
)
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation and amortization
   
-
     
-
     
3,570
 
Loss on disposition of fixed assets
   
-
     
-
     
3,320
 
Beneficial conversion feature
   
269,608
     
331,157
     
544,775
 
Shares issued for services provided
   
135,000
     
66,818
     
487,140
 
Shares issued for legal settlement
   
-
     
92,000
     
92,000
 
Shares to be issued for officer’s compensation
   
1
     
-
     
1
 
Shares issued for interest payment
   
-
     
68,250
     
68,250
 
Changes in operating assets and liabilities:
                       
Prepaid expenses and other assets
   
(1,463
)
   
-
     
537
 
Accounts payable and accrued expenses
   
194,778
     
66,688
     
484,820
 
NET CASH FLOWS USED IN OPERATING ACTIVITIES
   
(235,205
)
   
(302,294
)
   
(668,362
)
                         
CASH FLOWS FROM INVESTING ACTIVITIES
   
-
     
-
     
-
 
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from notes payable
   
241,888
     
331,157
     
716,694
 
Payments on notes payable
   
(5,660
)
   
(26,313
)
   
(48,922
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
236,228
     
304,844
     
667,772
 
                         
Net increase (decrease) in cash
   
1,023
     
2,550
     
( 590
)
Cash, beginning of period
   
3,423
     
873
     
5,036
 
Cash, ending of period
 
$
4,446
   
$
3,423
   
$
4,446
 
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
                       
Interest paid
 
$
-
   
$
-
   
$
-
 
Income taxes paid
 
$
-
   
$
-
   
$
-
 
                         
NON CASH INVESTING AND FINANCING ACTIVITIES:
                       
Contribution of accrued salaries by former officers
 
$
394,679
   
$
-
   
$
394,679
 
Accrued expenses forgiven by former officer
   
1,666
     
-
     
1,666
 
Debt converted for equity
   
8,005
     
45,700
     
162,065
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-6

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and History of Company

Todays Alternative Energy Corporation ( “ we”, “us”, “our Company “, “our”, the “Company” and formerly “Bio Solutions Manufacturing, Inc.”) business has two primary opportunities that we are developing. We have a green cleaning products business that is organized to use our own scientific formulations to manufacture and sell a new line of powerful industrial strength environmentally friendly biodegradable cleaning products that contain natural non-toxic ingredients. We have a biodiesel business that is organized to use our extraction technology to convert waste cooking oil and grease into a biodiesel fuel ingredient that we intend to sell to biodiesel fuel producers. Our biodiesel business is designed to eliminate environmental issues associated with disposing of waste cooking oil and grease.

Corporate Changes

On October 24, 2008, Company stockholders approved the change of the Company’s domicile from New York to Nevada by means of a merger of Bio Solutions, Manufacturing, Inc, a New York corporation with and into its wholly owned subsidiary Todays Alternative Energy Corporation (formerly “Bio Solutions Manufacturing, Inc.”), a Nevada corporation, which change included, among other things, a change in the Company’s authorized capital, a change in its articles of incorporation, and a change in its bylaws. The reincorporation closed on October 31, 2008.

All current and prior share data has been changed to reflect the 1-for-1,000 reverse stock split effectuated by the Company on November 20, 2008.

On April 19, 2010, holders of the majority of the voting power of the outstanding stock of Bio-Solutions Manufacturing, Inc. as of April 16, 2010, voted in favor of changing the Company’s name to Todays Alternative Energy Corporation. On June 9, 2010, the Company filed a certificate of amendment with the Secretary of State of Nevada in order to effect the name change.

Development Stage Company

As a result of impairing the value of the Company’s intangible assets, at October 31, 2007,  we began implementing new plans to enter the biodiesel fuel market on November 1, 2007. As a result, the Company is a development stage enterprise, as defined by Accounting Standards Codification (the “Codification” or “ASC”) 915-10. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period. From its inception of development stage through the date of these financial statements, the Company has not generated any revenues and has incurred significant operating expenses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception of development stage through October 31, 2010, the Company has accumulated losses of $2,352,775.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred losses since inception and has negative cash flows from operations. For the years ended October 31, 2010 and 2009, the Company has incurred net losses of $833,129 and $927,207, respectively, and has a stockholders’ deficit of $2,245,450 as of October 31, 2010. The future of the Company is dependent upon its ability to obtain additional equity or debt financing and upon future successful development and marketing of the Company’s products and services. Management is pursuing various sources of equity and debt financing. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure such financing or obtain financing on terms beneficial to the Company. Failure to secure such financing may result in the Company’s inability to continue as a going concern and the impairment of the recorded long lived assets.

 
F-7

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
As of October 31, 2010, the Company employees consist of its Chief Executive Officer and Vice President. To conserve cash, minimize borrowing and minimize overhead costs, the Company is outsourcing certain administrative and operating activities under an arrangement that allows it to pay for the services with shares of the Company’s common stock. The Company continues to need to borrow cash from time to time in order to pay its operating costs while it seeks substantial financing needed to generate sales from its Biodiesel Division and Cleaning Division. The Company anticipates future losses from operations as a result of ongoing overhead expenses incurred while it attempts to resume selling activities.
 
These consolidated financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bio Extraction Services, Inc. (“BESI”) and Guaranteed Enzyme Miracle Corporation (“GEM”). Significant inter-company accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the consolidated financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.

Use of Estimates

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the accompanying consolidated financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. At October 31, 2010 and 2009, the Company had no cash equivalents.

 
Research and Development

All research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company had no expenditures on research and product development for the years ended October 31, 2010 and 2009 and from November 1, 2007 (the inception of development stage) through October 31, 2010.
 
Concentration of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

 
F-8

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
Stock-Based Employee Compensation  
 
Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). The Company made no employee stock-based compensation grants before December 31, 2005 and therefore has no unrecognized stock compensation related liabilities or expense unvested or vested prior to 2006.
 
Comprehensive Income (Loss)

The Company adopted Accounting Standards Codification subtopic 220-10, “Comprehensive Income” (“ASC 220-10”). ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. The Company does not have any items of comprehensive income in the periods presented, that are not already presented in the statement of operations.
 
Income Taxes
 
The Company has adopted Accounting Standards Codification 740, “Income Taxes” (“ASC 740”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant, except basis difference related to certain debts.
 
Effective January 1, 2007 the Company adopted an amendment to the requirements of ASC 740. The amended standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
 
ASC 740-10-25-5 “Income Taxes—Overall—Recognition—Basis Recognition Threshold”, (“Tax Position Topic”) provides guidance to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold, i.e. “more-likely-than-not”, that the income tax positions must achieve before being recognized in the financial statements. In addition, the Tax Position Topic requires expanded annual disclosures, including a roll forward of the beginning and ending aggregate unrecognized tax benefits as well as specific detail related to tax uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will significantly increase or decrease within twelve months.
 
As a result of implementing ASC 740, there has been no adjustment to the Company’s financial statements and the adoption of ASC 740 did not have a material effect on the Company’s consolidated financial statements for the year ended October 31, 2010 and 2009.

Net Loss Per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Excluding the effect of Series B Preferred Stock, potentially dilutive shares of common stock realizable from the conversion of our convertible debentures of 1,754,391,452 and 1,396,055,589   at October 31, 2010 and 2009, respectively, are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.

Recent Accounting Pronouncements

All recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses are comprised of the following as of October 31, 2010 and 2009:

  
 
October 31, 2010
   
October 31, 2009
 
Accounts payable
 
$
261,539
   
$
355,350
 
Salaries
   
66,814
     
382,764
 
Interest
   
387,186
     
285,514
 
Payroll taxes
   
74,367
     
73,576
 
Professional fees
   
77,992
     
-
 
Other
   
16,296
     
15,277
 
Total accrued expenses
 
$
884,194
   
$
1,112,481
 

NOTE 3 – CONVERTIBLE NOTES PAYABLE

On November 29, 2006, the Company entered into a loan agreement with certain existing related party lenders and a new lender, pursuant to which the Company borrowed approximately $164,000 and certain outstanding debt obligations were amended and restated. Under the loan agreement, the existing lenders received amended and restated convertible promissory notes in the aggregate principal amounts of $537,955 and $264,625, respectively, and the new lender received a convertible promissory note in the aggregate principal amount of $164,000. Under the loan agreement and the notes, each lender may, in its sole and absolute discretion, make additional loans to the Company, up to an aggregate total of $1,000,000 per lender. Each note was convertible into shares of the Company’s common stock at a conversion rate equal to the lower of (a) $0.05 per share, and (b) seventy percent (70%) of the three day average of the closing bid price of the Company’s common stock immediately prior to conversion, although such conversions could not be less than $0.01 per share, in any circumstances. In May 2008, the conversion price was amended to provide a fixed conversion price of $0.001 per share. In addition, the note holders cannot convert any principal or interest under the notes to the extent that such conversion would require the Company to issue shares of its common stock in excess of its authorized and unissued shares of common stock. The notes were transferred to a single entity.


 
F-9

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
On March 10, 2009, the note holder assigned $20,000 of the note to a third party investor that, on March 27, 2009, entered into a Stock Purchase Agreement with the Company under which the investor purchased 20,000,000 shares of Company common stock in exchange for cancellation of the $20,000 note.

The Company issued 6,200,000 shares of common stock during the year ended October 31, 2009 for conversion of indebtedness recorded at $6,200, at a share price of $0.001 per share, pursuant to the terms of such debt agreements. In addition, in August 2009, the Company repaid a $19,500 advance made by a shareholder by exchanging 195,000 shares valued at $87,750 based on the prevailing market price of the shares at the time, with $68,250 of the shares attributed to interest expense and late charges for an effective annual interest rate of 108%.

Beneficial conversion feature expenses of $269,608 and $331,157 were recorded during the years ended October 31, 2010 and 2009, respectively, all of which were attributed the beneficial conversion feature with this loan agreement. The notes are secured by a first priority security interest in all of the assets of the Company.

As of October 31, 2010, and 2009, the Company had outstanding convertible notes due to six and two holders with an aggregate principal balance of $1,367,165 and $1,112,222, respectively.

NOTE 4 - EQUITY TRANSACTIONS

In connection with the October 31, 2008 closing of the transaction for the change in domicile from New York to Nevada, the articles of incorporation and bylaws of the surviving Nevada corporation are now the articles and bylaws of the Company. The new articles of incorporation have increased the Company’s authorized capitalization to 1,010,000,000 shares of which 1,000,000,000 shares are authorized as common stock, par value $0.00001 per share and 10,000,000 shares of preferred stock, par value $0.00001 per share.

Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock. The Company’s board of directors is expressly authorized to provide for the issue of all or any of the shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be adopted by the board of directors and as may be permitted by law

On July 25, 2008, the Company created a series of preferred stock of the Company known as Series A Preferred Stock, par value $0.001 per share. In connection with the change in domicile, the par value was reduced to $0.00001 per share on October 31, 2008. The Series A Preferred Stock is not convertible. Holders of the Series A Preferred Stock do not have any preferential dividend or liquidation rights. The shares of Series A Preferred Stock are not redeemable. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series A Preferred Stock shall be entitled to the number of votes on such matters equal to the product of (a) the number of shares of the Series A Preferred Stock held by such holder, (b) the number of issued and outstanding shares of Company common stock, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.0002.

On August 1, 2008, the Company issued 10,000 shares of Series A Preferred Stock to Patricia Spreitzer, the Company’s former Chief Financial Officer in consideration of accrued and unpaid salary. The Company deemed the stated value of the Series A Preferred Stock to be $1.00 per share. Ms. Spreitzer subsequently sold the 10,000 shares of Series A Preferred Stock on December 20, 2010 in a private transaction with Len Amato, our current President, Chief Executive Officer and Chief Financial Officer.

On April 29, 2009, the Company created a series of preferred stock of the Company known as Series B Preferred Stock, par value $0.00001 per share. The Series B Preferred Stock has a stated value of $1.00 per share and is convertible into shares of common stock at a conversion rate equal to the average of the Per Shares Market Values (as defined) during the 10 trading days immediately prior to conversion. No holder of Series B Preferred Stock may convert more than 1,000 shares of its Series B Preferred Stock in any given month and collectively the holders of Series B Preferred Stock may not convert more than 4,000 shares in any calendar month. In addition, holders of the Series B Preferred Stock may not convert such shares into common stock if as a result of such conversion the holder would hold in excess of 4.99% shares of Company issued and outstanding common stock. The Series B Preferred Stock does not contain any voting, liquidation, dividend or preemptive rights.  No holder of Series B Preferred Stock shall be entitled to convert the same into shares of Company common stock to the extent such conversion would require the Company to issue shares of common stock in excess of the Company’s then sufficient authorized and unissued shares of common stock.
 
On April 30, 2009, the Company issued 92,000 shares of Series B Preferred Stock in accordance with a Settlement Agreement and General Release dated April 30, 2009 in connection with the Becker litigation. During the year ended October 31, 2010, a Series B preferred stock holder converted 12,000 shares of Series B Preferred Stock into 1,483,232 shares of common stock, of which 443,459 common shares are to be issued.

 
F-10

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
Common Stock

Effective with the October 31, 2008 change in the Company’s articles of incorporation, the Company has 1,000,000,000 shares of authorized common stock. Par value was changed to $0.00001 per share from $0.001 per share. The holders of the Company’s common stock are entitled to one vote per share of common stock held.

During fiscal 2009, the following equity transactions occurred:

The Company effectuated a 1-for-1,000 reverse stock split of its outstanding shares of common stock on November 20, 2008 and issued 2,019 shares in settlement of resulting fractional shares.

On March 27, 2009, the Company entered into a Stock Purchase Agreement with a third party investor pursuant to which the Company issued 20,000,000 shares of Company common stock  in consideration of such investor’s agreement to exchange and cancel a $20,000 note payable by the Company (See Note 3).

Pursuant to the terms of the Stock Purchase Agreement, the investor agreed that it would not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the investor or any affiliate of the investor or any person in privity with the investor or any affiliate of the investor), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, or publicly announce an intention to effect any such transaction, with respect to the Shares for a period ending three years after the date of the Stock Purchase Agreement

The Company issued 131,100 shares of common stock in satisfaction of legal services and compensation expense valued at $66,818.

The Company issued 6,200,000 shares of common stock during the year ended October 31, 2009 for conversion of indebtedness recorded at $6,200, at a share price of $0.001 per share, pursuant to the terms of such debt agreements. In addition, in August 2009, the Company repaid a $19,500 advance made by a shareholder by exchanging 195,000 shares valued at $87,750 based on the prevailing market price of the shares at the time, with $68,250 of the shares attributed to interest expense and late charges.

During fiscal 2010, the following equity transactions occurred:

The Company issued 7,709,109 shares of common stock in exchange for consulting services valued at $135,000.

The Company issued 8,005,000 shares of common stock during the year ended October 31, 2010 for conversion of indebtedness recorded at $8,005, at a share price of $0.001 per share, pursuant to the terms of such debt agreements.

During the year ended October 31, 2010, the Company issued 1,039,773 shares of common stock and recorded as issuable 443,459 shares of common stock in exchange for the conversion of 12,000 Series B Preferred Stock.

As of October 31, 2010, there were 43,371,079 shares of Company common stock issued and outstanding.

Warrants

Warrants have been issued for equity raises only for the last years. Warrants issued before October 31, 2005 were issued for services and are fully vested.

A summary of the warrant activity of for the years ended October 31, 2010 and 2009 is as follows:

  
 
Warrants
   
Weighted Average
Exercise Price
 
   
Outstanding
   
Exercisable
   
Outstanding
   
Exercisable
 
Balance - October 31, 2008
   
2,750
     
2,750
   
$
800
   
$
800
 
Granted Fiscal Year 2009
   
-
     
-
     
-
     
-
 
Exercised Fiscal Year 2009
   
(2,750
)
   
(2,750
)
   
(800
)
   
(800
Expired Fiscal Year 2009
   
-
     
-
     
-
     
-
 
Balance - October 31, 2009
   
-
     
-
     
-
     
-
 
Granted Fiscal Year 2010
   
-
     
-
     
-
     
-
 
Exercised Fiscal Year 2010
   
-
     
-
     
-
     
-
 
Expired Fiscal Year 2010
   
-
     
-
     
-
     
-
 
Balance - October 31, 2010
   
-
     
-
   
$
-
   
$
-
 
 
 
F-11

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
Stock incentive plans

On April 19, 2002, the Company adopted the 2002 Omnibus Securities Plan (the “2002 Plan”). Under the plan, the Company may grant options or issue stock to selected employees, directors, and consultants up to 30,000 shares. The exercise price of each option is at the discretion of the Board of Directors but cannot be less than 85% of the fair market value of a share at the date of grant (100% of fair market value for 10% stockholders). The vesting period of each option granted is also at the discretion of the Board of Directors, but each option granted shall vest at a rate of no less than 20% per year from date of grant.
 
In August 2005, the number of shares under the 2002 Plan was increased by 3,000,000 and 400 shares were issued under the 2002 Plan. In January 2006, the 3,000,000 increase was reaffirmed and ratified by the Board of Directors when technical deficiencies in the registration statement registering the shares of stock issuable under the 2002 Plan were corrected. As of October 31, 2010, there were 3,030,000 shares authorized under the 2002 Plan and 2,425 shares issued and no options have been granted.

On October 27, 2006, the Company adopted its 2006 Stock Incentive Plan (the “2006 Plan”). The Company is permitted to issue up to 6,000,000 shares of common stock under the 2006 Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2010, there were 6,000 shares issued under the 2006 Plan and no options have been granted.

In December 2006, options to purchase an aggregate of 4,000 shares of common stock at an exercise price of $300 per share were issued to consultants. The options vested based on the number of gallons of bio-diesel alternative fuel that was converted by the Company’s bio-converter from sites introduced directly or indirectly by the consultant. As the vesting of these options did not occur during the terms of the options, the Company did not value such options, which has expired as of January 31, 2010. A summary of the non-plan option activity for the year ended October 31, 2010 is as follows:

  
 
 
Stock Options
   
Weighted Average
Exercise Price
 
   
Outstanding
   
Exercisable
   
Outstanding
   
Exercisable
 
Balance - October 31, 2008
   
4,000
     
-
   
$
300
   
$
-
 
Granted Fiscal Year 2009
   
-
     
-
     
-
     
-
 
Exercised Fiscal Year 2009
   
-
     
-
     
-
     
-
 
Expired Fiscal Year 2009
   
-
     
-
     
-
     
-
 
Balance - October 31, 2009
   
4,000
     
-
   
$
300
   
$
-
 
Granted Fiscal Year 2010
   
-
     
-
     
-
     
-
 
Exercised Fiscal Year 2010
   
-
     
-
     
-
     
-
 
Expired Fiscal Year 2010
   
(4,000
)
   
-
     
(300
)
   
-
 
Balance – October 31, 2010
   
-
     
-
   
$
-
   
$
-
 

On October 15, 2007, the Company adopted its 2007 Stock Incentive Plan (the “2007 Plan”). The Company is permitted to issue up to 10,000,000 shares of common stock under the 2007 Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2010, there were 9,960 shares issued under the 2007 Plan and no options have been granted.
 
On April 22, 2008, the Company adopted its 2008 Stock Incentive Plan (the “2008 Plan”). The Company is permitted to issue up to 16,000,000 shares of common stock under the 2008 Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2010, there were 4,574,784 shares issued under the 2008 Plan.

On April 22, 2008, the Company adopted its 2008 California Stock Incentive Plan (the “California Plan”). The Company is permitted to issue up to 16,000,000 shares of common stock under the California Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2010, there were 3,281,600 shares issued under the California Plan and no options have been granted.

NOTE 5 - INCOME TAXES

The provisions for income taxes for the year ended October 31, 2010 and 2009 consisted of the following:
 
   
2010
   
2009
 
Provision benefit for income taxes at statutory federal rate
 
$
(308,000
)
 
$
(340,000
)
Permanent timing differences
   
149,000
     
158,000
 
Valuation allowance change
   
159,000
     
182,000
 
Net Income Tax Provision
 
$
-
   
$
-
 
 
 
F-12

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
The reported provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate of 34% to the loss before income taxes as follows:
 
   
October 31, 2010
   
October 31, 2009
 
Federal income taxes at statutory rate
   
(34
)%
   
(34
)%
State tax rate, net of federal income tax
   
(3
)
   
(3
)
Permanent difference
   
18
     
17
 
Valuation allowance
   
19
     
20
 
Effective income tax rate
   
0
%
   
0
%
 
Due to net operating losses and the uncertainty of realization, no tax benefit has been recognized for operating losses. The Company ’ s ability to utilize its net operating loss carry forwards is uncertain and thus a valuation reserve has been provided against the Company ’ s net deferred tax assets. The Company has not filed their federal or state income tax returns for several years.
 
At October 31, 2010, the Company has estimated it ’ s unused net operating losses of approximately $5,300,000 (which will begin expiring in 2019 through 2030) that may be applied, against future taxable income.
 
Due to the changes in ownership over the years for the various acquisitions, debt conversions and equity financings, the Company may have triggered a Section 382 limitation on the utilization of such net operating loss carryforwards. The Company has not performed such an evaluation to determine whether the net operating loss carryforwards have been limited.
 
The Company has not filed federal or state income tax returns for several years.

NOTE 6 - RELATED PARTY TRANSACTIONS

During 2008, the Company issued 10,000 shares of Series A Preferred Stock to its then Chief Financial Officer in satisfaction of $10,000 in salary owed. The former Chief Financial Officer subsequently sold the 10,000 shares of Series A Preferred Stock on December 20, 2010 in a private transaction to Len Amato, the current President, Chief Executive Officer and Chief Financial Officer.
 
During 2009, there were 1,100 shares of common stock issued to related parties, management and employees of the Company for services rendered. The expense for such shares issued was recorded using the then fair market value of the shares issued.

In August 2009, the Company repaid a $19,500 advance made by a shareholder by exchanging 195,000 shares valued at $87,750 based on the prevailing market price of the shares at the time, with $68,250 of the shares attributed to interest expense and late charges.

David Bennett, the former President and Patricia Spreitzer, the former Chief Financial Officer of the Company, respectively, voluntarily forgave their accrued salaries totaling $394,679 and accrued expenses totaling $1,666 was forgiven by the President, both of which were reclassified to equity as contributed capital. Additionally, the Company agreed to issue the former Chief Financial Officer 300 shares of common stock valued at $1.
 
On November 9, 2010, Len Amato was appointed as the Company’s Chairman of the Board of Directors, President, and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. From 2007 to October 2010, Mr. Amato was managing member of Interstellar Holdings, LLC, an investment banking firm that has provided financing under the Company’s November 29, 2006 loan agreement.
 
NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating Leases
  
In October 2010, the Company entered into a lease agreement for a 14,833 square foot facility in San Antonio, Texas from November 1, 2010 through February 29, 2016. The lease contains real estate tax and operating escalations and a termination option after the third year.

 
F-13

 

TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
Commitments for future minimum rentals under non cancelable operating leases are as follows:
 
Year ending October 31,
     
2011
 
$
42,027
 
2012
   
63,040
 
2013
   
 103,040
 
Total
 
$
208,107
 
 
Rent expense for the years ended October 31, 2010 and 2009 was $0 and $2,100, respectively.

Payroll Taxes

At October 31, 2010 and 2009, the Company is delinquent with remitting payroll taxes of $70,182 and $73,576, respectively, including estimated penalties and interest. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further.

Employment agreements

On October 30, 2007, the Company entered into employment agreements with David Bennett and Patricia Spreitzer, the Company’s President and Chief Financial Officer. Each agreement is for an initial term of three years and provides for an annual base salary during the term of the agreement of $75,000 and $54,000, respectively, provided, however, that the base salary shall be increased to $150,000 and $100,000 per annum, respectively, upon closing of a private placement of the Company’s debt or equity securities resulting in gross proceeds of at least $4 million. Each officer will receive performance based bonuses upon attainment of certain gross revenue targets specified in each employment agreement. Each officer will also receive stock grants of 200, 250, 300, and 350 shares of the Company’s common stock in each of fiscal 2007, 2008, 2009 and 2010, respectively. The Company has agreed to grant each officer options to purchase 4,000 shares of Company common stock with exercise prices ranging from $170 to $2,000, which options would vest upon the attainment of certain gross revenue targets, as more specifically set forth in the employment agreements. The granting of the options is subject to the Company’s adoption of a stock option plan for such purpose. These options were not granted as of October 31, 2010.

Each employment agreement also contains the following material provisions: (i) reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with employment; (ii) three (3) weeks paid vacation leave; (iii) medical, dental and life insurance benefits; (iv) a severance payment of twelve (12) month’s salary at the then-applicable base salary rate in the event that the Company terminates the officer’s employment without cause or if the officer’s employment is terminated due to death or disability; and (v) 24 month non-compete/non solicitation terms.

David Bennett and Patricia Spreitzer resigned as the Company’s President and Chief Financial Officer on November 9, 2010 and October 31, 2010, respectively and on November 9, 2010, the Company’s board of directors appointed Len Amato who will serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.

NOTE 8 – FAIR VALUE MEASUREMENTS

Fair Value Measurements under GAAP clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, prepayments, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
 
 
F-14

 
 
TODAYS ALTERNATIVE ENERGY CORPORATION
(FORMERLY BIO SOLUTIONS MANUFACTURING, INC.)
(A DEVEOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2010 AND 2009
 
As of October 31, 2010 and 2009, there were no financial assets or liabilities that were measured at fair value on a recurring basis.  
 
NOTE 9 – SUBSEQUENT EVENTS

On January 25, 2011, the Company sold and issued a convertible promissory note in the aggregate principal amount of $40,000 to a certain investor. The note matures on the two-year anniversary of the date of issuance and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at an initial conversion price of $0.0001 per share, as may be adjusted.

On January 11, 2010, the Company’s Board of Directors approved a reverse stock split of the Company’s common stock at a ratio of 1:20. None of the shares included herein have been adjusted for the reverse stock split as the Company has not filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of Nevada nor received approval from the Financial Industry Regulatory Authority.

On December 24, 2010, the Company sold and issued a convertible promissory note in the aggregate principal amount of $30,000 to a certain investor. The note matures on the two-year anniversary of the date of issuance and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at an initial conversion price of $0.0001 per share, as may be adjusted.

Since October 31, 2010, the Company issued an aggregate of 2,300,000 shares of common stock upon conversion of convertible promissory notes.

On December 20, 2010, Patricia Spreitzer, the Company’s former Chief Financial Officer entered into a securities purchase agreement  with Len Amato, the Company’s current Chief Executive Officer, President and Chief Financial Officer in which Ms. Spreitzer sold 10,000 shares of the Company’s Series A Preferred Stock to Mr. Amato for a per share purchase price of $0.10 for an aggregate purchase price of $1,000. Pursuant to the terms of the certificate of designation of the Preferred Stock, each share of Preferred Stock shall be entitled to the number of votes equal to the product of (a) the number of shares of the Preferred Stock held by such holder, (b) the number of issued and outstanding shares of our common stock on a fully diluted basis, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.0002. Therefore, upon consummation of the aforementioned stock sale, Mr. Amato held voting power entitled to 3,835,561,232 votes or 98.8% of the outstanding voting power, based on 46,586,828 shares of the Company’s common stock issued and outstanding, 78,000 shares of Series B Preferred Stock issued and outstanding convertible into 28,260,870 shares of the Company’s common stock and $1,842,933 in outstanding convertible notes (including accrued interest) that is convertible into 1,842,932,918 shares of the Company’s common stock as of December 20, 2010.

Since October 31, 2010, the Company has issued 1,681,770 shares of Company common stock, in satisfaction of notices to convert 5,000 shares of Series B Preferred Stock. Of that total, 443,459 shares were shown as common stock to be issued.
 
Since October 31, 2010, the Company has issued 5,057, 698 shares of Company common stock in exchange for consulting services.
 
 
F-15

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
Pursuant to Rule 13a-15(b) under the Securities Exchange Act ("Exchange Act") of 1934, the Company's management, consisting of Len Amato, our President, Chief Executive Officer and Chief Financial Officer (“CEO/CFO”) made an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the year ended October 31, 2010. Based upon that evaluation, our CEO/CFO concluded that our internal controls over financial reporting are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our CEO /CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by, or under the supervision of a Company's principal executive and principal financial officer and effected by a Company's Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
We conducted an evaluation, with the participation of our CEO/CFO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of October 31, 2010, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO/CFO concluded that as of October 31, 2010, our internal controls over financial reporting were not effective at the reasonable assurance level due to the material weaknesses described below.

During the course of the preparation of our financial statements for the fiscal year ended October 31, 2010, we identified certain material weaknesses relating to our internal controls over financial reporting within the areas of accounting for equity transactions, document control, account analysis and reconciliation and timely preparation of financial statements. In addition, the Company has limited resources and limited number of employees in order to properly segregate duties. These internal control deficiencies may also constitute deficiencies in our disclosure controls.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Remediation of Material Weaknesses
 
Our CEO/CFO is in the process of implementing a more effective system of controls, procedures, and other changes in the areas of accounting for equity transactions, document control, account analysis, and reconciliation to insure that information required to be disclosed in this annual report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources.
 
Among the changes needed to be implemented are the following:
 
 
·
Document control system established and monitored for compliance;
 
·
Timely analysis of accounting treatment and disclosure requirements for contractual agreements;
 
·
Lack of segregation of duties;
 
 
6

 
 
Management’s Report on Internal Control Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We assessed the effectiveness of our internal control over financial reporting as of October 31, 2010. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, we concluded that, as of October 31, 2010, our internal control over financial reporting is not effective based on those criteria.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

None

ITEM 9B. OTHER INFORMATION.

None.

 
7

 

PART IV

ITEM 15. EXHIBITS

Exhibit No.
 
Description
     
2.1
 
Reorganization and Stock Purchase Agreement by and between Single Source Financial Services Corporation, certain shareholders of Single Source Financial Services Corporation, Bio-Solutions Manufacturing, Inc., and the shareholders of Bio-Solutions Manufacturing, Inc., incorporated by reference to our Current Report on Form 8-K filed on April 2, 2004.
     
2.2
 
Stock Purchase Agreement dated as of June 2, 2006 by and between Bio Solutions Manufacturing, Inc. and Bio Solutions Franchise Corp., incorporated by reference to our Quarterly Report on Form 10-QSB filed on June 21, 2006.
     
2.3
 
Merger Agreement dated as of September 4, 2008 by and between Bio Solutions Manufacturing, Inc., a New York corporation and Bio Solutions Manufacturing, Inc., a Nevada corporation, incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).
     
3.1
 
Amended and Restated Articles of Incorporation of Bio Solutions Manufacturing, Inc. incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).
     
3.4
 
Amended and Restated Bylaws of Bio Solutions Manufacturing, Inc. incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).
     
3.5
 
Certificate of Designation of Series B Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on May 5, 2009)
     
4.1
 
Specimen Certificate of Bio Solutions Manufacturing, Inc.’s common stock, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
4.2
 
Form of Unit Purchase Agreement among Bio Solutions Manufacturing, Inc., and various purchasers, incorporated by reference to our Quarterly Report on Form 10-QSB filed on June 21, 2006.
     
4.3
 
Form of convertible secured promissory note, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
4.4
 
Form of Registration Rights Agreement by and among Bio Solutions Manufacturing, Inc., and various lenders, , incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
4.5
 
2006 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on October 31, 2006 (File No. 333-138339).
     
4.6
 
2007 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on October 16, 2007 (File No. 333-146737).
     
4.7
 
2008 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on April 25, 2008 (File No. 333-150451).
     
4.8
 
2008 California Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on April 25, 2008 (File No. 333-150451).
     
10.1
 
Manufacturing/Marketing Agreement between Bio Solutions Manufacturing, Inc. and Bio Solutions Franchise Corp., incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
10.2
 
Lease Agreement with Option between Bio Solutions International, Inc. and Innovative Industries, LLC, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.3
 
Loan Agreement by and among Bio Solutions Manufacturing, Inc. and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
 
 
8

 
10.4
 
Security Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions Production, Inc., Bio-Extraction Services, Inc., and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
 
10.5
 
Intellectual Property Security Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions Production, Inc., Bio-Extraction Services, Inc., and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.6
 
Stock Pledge Agreement by and among Bio Solutions Manufacturing, Inc. and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.7
 
Guaranty by Bio Solutions Production, Inc. and Bio-Extraction Services, Inc. in favor of various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.8
 
Single Source Financial Services Corporation 2002 Omnibus Securities Plan, incorporated by reference to our Registration Statement on Form S-8 filed on April 19, 2002 (File No. 333-88834), as amended by our Registration Statement on Form S-8 filed on August 24, 2005 (File No. 333-127820).
     
10.9
 
Stock Award Agreement by and between Bio Solutions Manufacturing, Inc. and David S. Bennett, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.10
 
Stock Award Agreement by and between Bio Solutions Manufacturing, Inc. and Patricia M. Spreitzer, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
     
10.11
 
Employment Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc. and David S. Bennett, incorporated by reference to our Current Report on Form 8-K, filed on November 5, 2007.
     
10.12
 
Employment Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc. and Patricia M. Spreitzer, incorporated by reference to our Current Report on Form 8-K, filed on November 5, 2007.
     
10.13
 
Settlement Agreement dated as of October 22, 2007, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.
     
10.14
 
Lease Agreement dated as of September 15, 2007, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.
     
10.15
 
Agreement dated as of October 30, 2007 between the Company and Peter Chapin, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.
     
10.16
 
Stock Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 2, 2009).
     
10.17
 
Settlement Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on May 5, 2009).
     
10.18
 
Form of Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 4, 2011).
     
10.19
 
Form of Convertible Promissory Note (Incorporated by reference to the Company ’ s Current Report on Form 8-K, field with the SEC on February 9, 2011).
     
21.1
 
Subsidiaries of Bio Solutions Manufacturing, Inc., filed herewith.
     
31.1
 
Certification of Len Amato pursuant to Rule 13a-14(a), filed herewith.
     
32.1
 
Certification of Len Amato pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 
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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TODAYS ALTERNATIVE ENERGY CORPORATION
 
   
By:
/s/ Len Amato
May 20, 2011
Len Amato
 
President, Chief Executive Officer, Chief Financial Officer and
Chairman
(Principal Executive Officer and Principal Financial and
Accounting Officer)
   

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signatures
 
Title
 
Date
         
/s/ Len Amato
  Chief Executive Officer Chief Financial  
May 20, 2011
    
Officer, President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
    
Len Amato
          
 
  
10