U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-K


(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,
2009





o
            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





BIO
SOLUTIONS MANUFACTURING, INC.


(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.)
  9720
      Heatherstone River Court
                                      Townhouse
      1
                                      Estero,
      FL  33928(Address
      of principal executive offices, including zip
  code)





Registrant’s
      telephone number, including area code:
                      
                      (888)
      880-0994Securities
      registered pursuant to Section 12(b) of the Act:
                      
                      NoneSecurities
      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. o 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: o 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 o 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 ir information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





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 o
              Accelerated
      filer oNon-accelerated
      filer o
              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).


o 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 March 1, 2010 was
$1,863,127.





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 o   No o





Applicable
only to corporate issuers:





As of
March 1, 2010  26,616,097 shares of our common stock were 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.







TABLE OF
CONTENTS





PART
      I
                2ITEM
      1 - BUSINESS
                3ITEM
      1A - RISK FACTORS
                10ITEM
      1B - UNRESOLVED STAFF COMMENTSITEM
      2 - PROPERTIES
                16ITEM
      3 - LEGAL PROCEEDINGS
                17ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                17PART
      IIITEM
      5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS
      AND ISSUER PURCHASES OF EQUITY SECURITIES
                17ITEM
      6 - SELECTED FINANCIAL DATA
                19ITEM
      7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS
      OF OPERATION
                20ITEM
      7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                25ITEM
      8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                25ITEM
      9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
      DISCLOSURE
                25ITEM
      9A - CONTROLS AND PROCEDURES
                25ITEM
      9A(T) - CONTROLS AND PROCEDURESITEM
      9B - OTHER INFORMATION
                26PART
      IIIITEM
      10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
                26ITEM
      11 - EXECUTIVE COMPENSATION
                29ITEM
      12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
      RELATED STOCKHOLDER MATTERS
                33ITEM
      13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE
                34ITEM
      14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
                34PART
      IVITEM
      15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                35


2





PART
I





ITEM
1.   BUSINESS





Overview





We
are a provider of biodiesel fuel and waste bioremediation
services.  We have historically focused on waste bioremediation
solutions to municipal collection systems and food service facilities through a
distributor with a network of franchisees, (the “Cleaning
Division”).  With our June 2006 acquisition of Bio Extraction
Services, Inc. (“BESI”) and its patent pending technology, we plan to focus on
the production and sale of biodiesel fuel (the “Biodiesel
Division”).





Company
History





Bio
Solutions Manufacturing, Inc. (the “Company”) is a Nevada corporation that was
originally formed on September 19, 1994 as a New York
corporation.  Prior to the fourth quarter of 2000, we operated under
the name “Ream Printing Paper Corp.” and had not engaged in any business for a
number of years.  From the fourth quarter of 2000 until March, 2004,
we operated under the name Single Source Financial Services Corporation (“SSFS”)
and engaged in the electronic transaction processing business.





In March,
2004, we acquired all of the issued and outstanding stock of Bio Solutions
Manufacturing, Inc., a Nevada corporation, in exchange for approximately 92% of
its issued and outstanding common stock.  We changed our name to Bio
Solutions Manufacturing, Inc. (“BSM”) and the name of its wholly owned
subsidiary was changed to Bio Solutions Production, Inc.
(“BSP”).  Through BSP, (prior the October 2008 reincorporation merger
(see below)), we engaged in the business of manufacturing environmentally safe
bio-remediation products for the treatment of various forms of waste by the food
service industry and municipal waste treatment plants and other customers
throughout the United States.





In June
2006, we acquired all of the outstanding equity of BESI, a company focused on
the production of bio-fuel technology.  In connection with this
acquisition, we acquired BESI’s patent pending technology, which is used to
extract grease from waste products, which is then converted into B100 biodiesel
fuel.





On
October 31, 2008, we changed our 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 Bio Solutions Manufacturing, Inc., a Nevada
corporation (formerly BSP).





Our
executive offices are located at 9720 Heatherstone River Court, Townhouse 1,
Etsero, FL 33928.  Our telephone number is (888)
880-0994.


3





Recent
Developments





In
July 2008, we entered into a Design and Development Agreement with Hammerhead
Engineering.  Pursuant to this agreement, Hammerhead will research the
most economical method of producing biodiesel fuel from brown grease and will
develop a new technology for this method.  In addition, Hammerhead
will design a plant for use in producing B100 biodiesel fuel.





Our
Business





Our
business consists of two separate divisions: (i) the Biodiesel Division, through
which we intend to produce, develop, and sell biodiesel fuel, and (ii) the
Cleaning Division, which offers biological solutions and environmental
applications for waste remediation.  Until the second quarter of our
2007 fiscal year, our products in our Cleaning Division had been sold through a
sales and marketing company for environmental application products, which
company was previously an affiliate and a significant shareholder of
ours.  In the second quarter of our 2007 fiscal year, we ceased
production of biological waste remediation products until further notice and in
the fourth quarter of our 2007 fiscal year, we terminated our selling
arrangement with BSFC.  We plan to resume production of remediation
products in the future.




The
Biodiesel Division





With our
acquisition of BESI and its patent pending oil and grease extraction technology,
we are entering the biodiesel market.  We plan to produce our
biodiesel through the collection of yellow fat and trap grease, as compared to
other manufacturers that use agricultural feedstock and other energy sources
such as soy oils and animal fats.  We plan to construct or lease up to
12 mid-size biodiesel plants that are capable of producing 1.5 million gallons
of biodiesel fuel a year.  We expect to open our first biodiesel plant
upon receipt of sufficient capital to do so.  We do not anticipate
that we will generate revenues in our biodiesel division until we have
established plants which are operational.  In addition, we are also
exploring the concept of partnering with municipalities requiring assistance
with processing brown grease and may provide the facilities for
conversion.  In such a joint venture, we would license our technology
to the municipality and share royalties on sales of biodiesel fuel
converted.





Our
Opportunity





A large
number of biodiesel manufacturers use agricultural feedstock and other
agri-energy sources such as soy oils and animal fats to generate biodiesel fuel,
and there is intense competition and cost for these
resources.   Our recently acquired patent pending oil and grease
extraction technology allows us to manufacture biodiesel using yellow fat and
trap grease in our production of biodiesel.  Our management believes
that we are currently one of the few manufacturers who will rely exclusively on
yellow fat and trap grease for the production of biodiesel fuel.





Historically,
our bio-remediation business was focused on the development and sale of products
for distribution to food preparation facilities to digest organic waste on
site.  Our new recently acquired technology allows us to separate
solids from liquid wastes that can be transported for conversion into biodiesel
fuel.   We intend to look to leverage our current relationships
with these facilities to further our entry into the biodiesel production
market.





Further,
food service preparation facilities and municipalities spend millions of dollars
each year to haulers that transport and dispose of such grease.  In
addition, haulers of such grease are required to pay “tipping” fees in
connection with the disposal of such waste.  We are seeking to
establish relationships with several mid-size haulers of such trapped grease
waste to install production plants near their locations to give us direct access
to brown trapped grease which our patent pending technology can convert into
B100 biodiesel.  We intend to construct a program under which haulers
will pay reduced tipping fees based upon the amount of brown trapped grease
delivered.  In addition, we intend to construct plants in
geographically desirable locations, for tipping purposes.  In each
case, haulers would recognize cost savings and have incentive to deliver their
brown trapped grease to us.  Accordingly, we will seek to secure free
inventory of brown trapped grease if our negotiations with hauler prove
successful.  This would allow us to offer our biodiesel at competitive
prices as we will avoid the high cost and competition for agricultural
feedstock.  We intend to prepare formal agreements with haulers upon
establishment of biodiesel plants





Strategic
Relationships





In
December 2006, we entered into an agreement with The Ashcroft Group, LLC, led by
former Attorney General John D. Ashcroft.  The Ashcroft Group has
relationships with municipalities, military installations, and correctional
facilities, all of which have grease waste disposal requirements.  We
will look to the Ashcroft Group to assist in developing relationships with such
entities allowing us to further build our inventory of waste to produce and
ultimately market biodiesel fuel.





In
January 2007, we entered into a letter of intent with Environmental Energy
Recycling Corp. (“EERC”).  Subject to further due diligence and the
execution of definitive agreements, EERC has committed to deliver at least
525,000 gallons of brown grease feedstock each year for our production of
biodiesel fuel.  EERC also intends to provide us with a working site
with existing waste water permits.  This will allow us to install
production equipment on an expedited basis.  We seek to secure similar
relationships going forward upon construction and establishment of biodiesel
plants


4





In July
2008, we entered into a Design and Development Agreement with Hammerhead
Engineering.  Pursuant to this agreement, Hammerhead will research the
most economical method of producing biodiesel fuel from brown grease and will
develop a new technology for this method.  In addition, Hammerhead
will design a plant for use in producing B100 biodiesel fuel.  In
addition, Hammerhead may be able to facilitate introductions to other companies
who can assist in soliciting requests for proposals (RFPs) from municipalities
requiring assistance with conversion of brown grease and production of biodiesel
fuel.




Principal
Products and Markets—Biodiesel Division





The
principal products we expect to produce at our future plants are biodiesel fuel
and crude glycerin.  We expect each plant to have capacity to produce
a significant amount of biodiesel and glycerin per year.





Primary
Product-Biodiesel Fuel





Biodiesel
fuel is a clean-burning alternative fuel produced from domestic, renewable
resources that are primarily used in compression ignition (diesel)
engines.  Biodiesel can also be used as heating
oil.  Biodiesel is comprised of mono-alkyl esters of long chain fatty
acids derived from vegetable oils or animal fats.  A chemical process
called transesterification removes the free fatty acids from the base oil and
creates the desired esters.  Transesterification is the reaction of
vegetable oil or animal fat with an alcohol, such as methanol or ethanol, in the
presence of a catalyst.  The process yields four products: mono-alkyl
ester (biodiesel), glycerin, feed quality fat, and methanol.  The
methanol can be used again in the process.





Biodiesel
can then be used in neat (pure) form, or blended with petroleum
diesel.  Biodiesel that is in neat (pure) form is typically designated
in the marketplace as B100.  The 100 indicates that the fuel is 100%
biodiesel.  Biodiesel is frequently blended with petroleum based
diesel.  When biodiesel is blended, it is typically identified in the
marketplace according to the percentage of biodiesel in the
blend.  For instance, B20 indicates that 20% of the fuel is biodiesel
and 80% is petroleum-based diesel.





Biodiesel’s
physical and chemical properties, as they relate to operations of diesel
engines, are similar to petroleum-based diesel fuel.  As a result,
biodiesel, in its pure form or blended with petroleum diesel, may be used in
most standard diesel engines without making any engine
modifications.  Biodiesel demonstrates greater lubricating properties,
referred to as lubricity, than petroleum-based diesel.  This could
lead to less engine wear in the long-run as biodiesel creates less friction in
engine components than petroleum-based diesel.  Biodiesel also
demonstrates greater solvent properties.  With higher percentage
blends of biodiesel, this could lead to break downs in certain rubber engine
components such as seals.  The solvent properties of biodiesel also
can cause accumulated deposits from petroleum-based diesel in fuel systems to
break down.  This could lead to clogged fuel filters in the
short-term.  Fuel filters should be checked more frequently initially
when using biodiesel blends.  These problems are less prevalent in
blends that utilize lower concentrations of biodiesel compared to
petroleum-based diesel.





Co-products-Glycerin





Glycerin
is the primary co-product of biodiesel production.  Glycerin is
produced at a rate of approximately 10% of the quantity of biodiesel
produced.  Glycerin possesses a unique combination of physical and
chemical properties that makes it suitable for use in a wide variety of
products.  It is highly stable under typical storage conditions,
compatible with a wide variety of other chemicals and comparatively
non-toxic.  Glycerin has many applications, including as an ingredient
or processing aid in cosmetics, toiletries, personal care, drugs, and food
products.




Biodiesel
Markets





Biodiesel
is primarily used as fuel for compression ignition (diesel)
engines.  Biodiesel can also be used as heating oil.  It is
produced using renewable resources including plant oils and animal
fats.  It provides environmental advantages over petroleum-based
diesel fuel such as reduced vehicle emissions.  Our ability to market
our biodiesel will be heavily dependent upon the price of petroleum-based diesel
fuel as compared to the price of biodiesel, in addition to the availability of
economic incentives to produce biodiesel.





Biodiesel
is frequently used as fuel in transport trucks, ships, trains, in farming
activities and in many government vehicles.  According to the United
States Department of Energy, the United States consumes approximately 60 billion
gallons of diesel fuel annually; however, in 2005, biodiesel accounted for only
approximately 75 million gallons of this market.  The National
Biodiesel Board estimates that in 2006 approximately 200 to 250 million gallons
of biodiesel were produced in the United States.  Government
legislation that seeks to encourage use of renewable fuels could lead to an
expansion of the market for biodiesel in the future.  Further market
increases might occur as a result of environmental concerns by American
consumers as well as an increased awareness of energy security and the United
States’ ability to supply its own fuel needs.





Wholesale
Market/ Biodiesel Marketers





Biodiesel
can be sold on the wholesale market either directly to fuel blenders or through
biodiesel marketers.  Fuel blenders purchase B100 and B99.9 biodiesel,
and mix it with petroleum-based diesel.  The fuel blenders actually
deliver the final product to retailers.


5





There are
very few wholesale biodiesel marketers in the United States.  Two
examples are World Energy in Chelsea, Massachusetts and Renewable Energy Group,
Inc. in Ralston, Iowa.  These companies use their existing marketing
relationships to market the biodiesel of individual plants to end users for a
fee.





Retail





The
retail market consists of biodiesel distribution primarily through fueling
stations to transport trucks and jobbers, which are individuals that buy product
from manufacturers and sell it to retailers, who supply farmers, maritime
customers and home heating oil users.  Retail level distributors
include oil companies, independent station owners, marinas, and railroad
operators.  The biodiesel retail market is still in its very early
stages as compared to other types of fuel.  The present marketing and
transportation network must expand significantly in order for our company to
effectively market our biodiesel to retail users.  With increased
governmental support of renewable fuels and greater consumer awareness of
renewable fuels, we believe that the availability of biodiesel will likely
increase in the future.





The
government has increased its use of biodiesel since the implementation of the
Energy Policy Act (EPACT) of 1992, amended in 1998, which authorized federal,
state, and public agencies to use biodiesel to meet the alternative fuel vehicle
requirements of EPACT.  Although it is possible that individual plants
could sell directly to various government entities, it is unlikely our future
plants could successfully market our biodiesel through such
channels.  Government entities have very long sales cycles based on
the intricacies of their decision making and budgetary processes.





Competition
- Biodiesel Division





We will
operate in a very competitive environment.  Biodiesel is a relatively
uniform commodity where the competition in the marketplace is predominantly
based on price and to a lesser extent delivery service.  We will
compete with large, multi-product companies and other biodiesel plants with
varying capacities.  Some of these companies can produce biodiesel in
a more efficient manner than we are able.  We face competition for
capital, labor, management, and other resources.  Most of our
competitors have greater resources than we currently have or will have in the
future.





We expect
that additional biodiesel producers will enter the market if the demand for
biodiesel continues to increase.  When new producers enter the market,
they will increase the supply of biodiesel in the market.  If demand
does not keep pace with additional supply, the selling price of biodiesel will
likely decrease and we may not be able to operate our future plants
profitably.




Sources
and Availability of Raw Materials Supply - Biodiesel Division





Biodiesel
Fuel is made from feed stock which either comes from agricultural crops like
soybean or from yellow grease or brown trapped grease.  Approximately
13 pounds of brown trapped grease is produced by each person in the United
States each year.  Restaurants and food service preparation facilities
are required to trap the brown grease they produce and dispose of it to keep it
out of the public’s sewer systems.  It is estimated that restaurants
produce 500 million gallons annually.  We are in negotiations with
several mid-size haulers of such trapped grease waste to install a production
plant near their locations which would give us direct access to brown trapped
grease which our patent pending technology can convert into B100
biodiesel.  We intend to construct a program under which haulers will
pay reduced tipping fees based upon the amount of brown trapped grease
delivered.  In addition, we intend to construct or lease plants in
geographically desirable locations, for tipping purposes.  In each
case, haulers would recognize cost savings and have incentive to deliver their
brown trapped grease to us.  Accordingly, we will seek to secure free
inventory of brown trapped grease if our negotiations with hauler prove
successful.  This would allow us to offer our biodiesel at competitive
prices as we will avoid the high cost and competition for agricultural
feedstock.  We intend to prepare formal agreements with haulers upon
establishment of biodiesel plants.





Patents,
trademarks, licenses - Biodiesel Division





We have
filed a patent application entitled “Fats, Oil and Grease Interceptor” with the
United States Patent and Trademark Office on August 29, 2006 (Application No.
U.S. 468,205), which application is still pending. Notwithstanding our efforts
to protect our proprietary rights, existing trade secret, copyright, and
trademark laws afford only limited protection.  Despite our efforts to
protect our proprietary rights and other intellectual property, unauthorized
parties may attempt to copy aspects of our products, obtain and use information
that we regard as proprietary or misappropriate our copyrights, trademarks,
trade dress, and similar proprietary rights.  In addition, the laws of
some foreign countries do not protect proprietary rights to as great an extent
as do the laws of the United States.  Our means of protecting our
proprietary rights may not be adequate.  In addition, our competitors
might independently develop similar technology or duplicate our products or
circumvent any patents or our other intellectual property
rights.


6





Governmental
approval and regulations - Federal Biodiesel Supports





We expect
the demand for biodiesel in the United States to grow significantly over the
next ten years due to the demand for cleaner air, an emphasis on energy
security, and the Renewable Fuels Standard and other government support of
renewable fuels.  The Energy Policy Act of 2005 and Jobs Bill have
established the groundwork for biodiesel market development.





Renewable
Fuels Standard





The
Energy Policy Act of 2005 creates the Renewable Fuels Standard (RFS), which
mandates that 7.5 billion gallons of renewable fuels be used annually by
2012.  The standard starts at 4 billion gallons in 2006 and increases
to 7.5 billion gallons in 2012.  On September 7, 2006, the EPA
promulgated a proposed final rule that would fully implement the
RFS.  The proposed final rule would implement the requirement that
starting in 2006, 4 billion gallons of renewable fuel be used in the United
States, increasing to 7.5 billion gallons by 2012.  Further, the
proposed final rule creates a credit trading system, by which, fuel blenders who
are subject to the RFS but do not blend sufficient quantities of renewable fuels
to meet the RFS, can purchase credits from parties who blend more renewable
fuels than they are required.  This system is meant to allow the
industry as a whole to meet the RFS amount in the most cost effective manner
possible.




Future
Legislation





Environmental
regulations that may affect our company change frequently.  It is
possible that the government could adopt more stringent federal or state
environmental rules or regulations, which could increase our operating costs and
expenses.  The government could also adopt federal or state
environmental rules or regulations that may have an adverse effect on the use of
biodiesel. Furthermore, the Occupational Safety and Health Administration (OSHA)
will govern our plant operations.  OSHA regulations may change such
that the costs of the operation of the plant may increase.  Any of
these regulatory factors may result in higher costs or other materially adverse
conditions effecting our operations, cash flows and financial
performance.  These adverse effects could decrease or eliminate the
value of our business.





Costs
and Effects of Compliance with Environmental Laws





We
are subject to extensive air, water and other environmental regulations and we
have been required to obtain a number of environmental permits to construct and
operate the plant.  We are in the process of obtaining all of the
necessary permits to begin plant operations including air emissions permits, a
NPDES Permit, storm water discharge permits, and boiler permits.  As
of January 31, 2008, we have not yet incurred any expenses in complying with
environmental laws, including the cost of obtaining permits.  Any
retroactive change in environmental regulations, either at the federal or state
level, could require us to obtain additional or new permits or spend
considerable resources on complying with such regulations.





We
will be subject to oversight activities by the EPA.  We are in the
process of obtaining an ID number from the EPA for any hazardous waste that may
result from our production of biodiesel.  We could also be subject to
environmental or nuisance claims from adjacent property owners or residents in
the area arising from possible foul smells or other air or water discharges from
the plant.  Such claims may result in an adverse result in court if we
are deemed to engage in a nuisance that substantially impairs the fair use and
enjoyment of real estate.


7





Employees





We have
two employees consisting of our Chief Executive Officer and our Chief Financial
Officer.  None of our employees are represented by a labor union and
we have not entered into a collective bargaining agreement with any
union.





Item
1A.   Risk Factors and Cautionary Statement Regarding
Forward-Looking Information





An
investment in our common stock involves a high degree of risk.  You
should carefully consider the following risk factors and the other information
in this annual report before investing in our common stock.  Our
business and results of operations could be seriously harmed by any of the
following risks.  The trading price of our common stock could decline
due to any of these risks.





Risks
Related to our Business





There is
substantial doubt about our ability to continue as a going concern. 
As of October 31, 2009 and 2008, our independent public accounting firm issued a
“going concern opinion” wherein they stated that the accompanying financial
statements were prepared assuming the Company will continue as a going concern
and we expect to receive a going concern opinion upon completion of the audit of
our financial statements for the year ended October 31, 2009.  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 had negative cash flows from
operations.  For the years ended October 31, 2009 and 2008, we
incurred net losses, and had a stockholders’ deficit.  Our future is
dependent upon our ability to obtain additional equity or debt financing and
upon future successful development and marketing of our products and
services.  Management is pursuing various sources of equity and debt
financing. 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 and the impairment of the
recorded long lived assets.  Further, we closed our manufacturing
facility for the products in our Cleaning Division and we need additional
capital to relocate and open a new manufacturing facility.   Once
we relocate a new manufacturing facility, we anticipate selling our biological
waste remediation products again.  We anticipate future losses from
operations as a result of this matter.  These matters raise
substantial doubt about our ability to continue as a going
concern.


8





We need capital
to execute our business plan to enable us to generate
revenues. Currently, we do not generate any
revenues.  In the Biodiesel Division, we need to construct or lease
biodiesel plants and we will not generate any revenues in this division until we
have established plants which are operational.  The expected cost to
build each biodiesel plant is $2.5 million and we do not have the capital to
build any such plants.  In addition, we closed the manufacturing
facility for our Cleaning Division products in the second fiscal quarter of 2007
and also ceased marketing and selling such products at that time.  We
need capital to relocate and open a new facility for the manufacture and
subsequent sale of products in our Cleaning Division. If we cannot raise
additional debt and/or equity capital, we will be unable to generate any
revenues in either our Biodiesel or Cleaning Divisions.





We lack proper
internal controls and procedures. 
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Securities Exchange
Act is accumulated and communicated to our management, including our principal
executive and financial officers, as appropriate to allow timely decisions
regarding required disclosure.




As of
October 31, 2009, our President and Chief Financial Officer carried out an
evaluation, of the effectiveness of the design and operation of our system of
disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d)
promulgated under the Exchange Act.  Based on this evaluation, our
President and Chief Financial Officer concluded that our controls and procedures
were not effective in ensuring that information required to be disclosed by us
in our periodic reports is recorded, processed, summarized and reported, within
the time periods specified for each report and that such information is
accumulated and communicated to our management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





During
the course of the preparation of our October 31, 2009 financial statements, we
identified certain material weaknesses relating to our internal controls and
procedures within the areas of accounting for equity transactions, document
control, account analysis, and reconciliation.  Some of these internal
control deficiencies may also constitute deficiencies in our disclosure
controls.




In addition,
we have a limited number of employees and are not able to have proper
segregation of duties based on the cost of hiring additional employees solely to
address the segregation of duties issue. We determined the risks associated with
the lack of segregation of duties are insignificant based on the close
involvement of management in day-to-day operations (i.e. tone at the top,
corporate governance, officer oversight and involvement with daily activities,
and other company level controls).  We limited resources available and
the limited amount of transactions and activities allow for compensating
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.





In
addition, our President and Chief Financial Officer have determined that no
change in our internal control over financial reporting occurred during the
fourth quarter of our fiscal year ended October 31, 2009 that has materially
affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of
the Securities Exchange Act of 1934) reasonably likely to materially affect, our
internal control over financial reporting.





Our
President and Chief Financial Officer are 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.





The
Company is required to be in compliance with the certification requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control for
the year ending October 31, 2010.  The Company has experienced severe
cash flow problems and, as a result, has not had the resources to address fully
the certification requirements of Section 404 of the Sarbanes-Oxley Act of
2002.  While management is working on a plan, no assurance can be made
at this point that the implementation of such controls and procedures will be
completed in a timely manner or that they will be adequate once
implemented.  Failure to develop adequate internal control and hiring
of qualified accounting personnel may result in a “material weakness” in the
Company’s internal control relating to the above activities.




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;


·
            Centralized
      control of cash
disbursements;


9


●
            Procedures
      established and personnel assigned to reconcile key accounts on a timely
      basis; and


●
            Control
      function added to review reconciliations.●
            Procedures
      established to develop financial statements on a timely basis with the
      relevant disclosures





Risks
Related to New Entry into Biodiesel Market





We have no
operating history in the biodiesel market, which could result in errors in
management and operations.   We recently entered the biodiesel
production and sale market and have no history of operations.  We may
not be able to manage entry into this market effectively or properly staff
operations, and any failure to manage our entry into this market effectively
could delay the commencement of plant operations.  Such a delay is
likely to further hinder our ability to generate revenue and could make
governmental grants unavailable to us.  We anticipate our company will
experience substantial growth during the construction and start-up of operations
of the plant and the hiring of employees.  This period of growth and
the start-up of the plant is likely to present significant challenges for
us.





We have a
history of losses and may not ever operate profitably. We
will continue to incur significant losses until we successfully complete or
acquire and commence operations of a biodiesel plant.  There is no
assurance that we will be successful in our efforts to build or acquire and
operate the biodiesel plant.  Even if we successfully meet all of
these objectives and begin operations at the biodiesel plant, there is no
assurance that we will be able to operate profitably.





We have not
hired any employees other than our Chief Executive Officer and our Chief
Financial Officer to operate our biodiesel division, and may not be able to hire
employees capable of effectively operating the biodiesel plant, which may hinder
our ability to operate profitably. Because we recently entered the
biodiesel industry, we have not hired any employees. Prior to completion of the
plant construction and commencement of operations, we intend to hire a
significant number of full-time employees.  Following completion of
the biodiesel plant, we expect certain of our employees to be in biodiesel
production operations and certain of our employees to be in general management
and administration.  We may not be successful in hiring employees to
operate our biodiesel plant at a reasonable price.  If we are not able
to hire and retain employees who can effectively operate the plant, our ability
to profitably operate the plant will be adversely affected.





We have no
experience in the biodiesel industry, which increases the risk of our inability
to build and operate the biodiesel plant.   We are presently,
and will likely continue to be for some time, dependent upon our officers and
directors.  Most of these individuals are experienced in business
generally but have no experience in organizing and building, acquiring, or
operating a biodiesel plant..





Our success
depends upon maintaining the proprietary nature of patent pending grease
interceptor technology. To protect these rights, we rely principally on a
combination of:





·
            contractual arrangements
      providing for non-disclosure and prohibitions on
    use;


·
            patents and pending patent
      applications;


·
            trade secret, copyright and
      trademark laws; and


·
            certain technical
      measures.




Our
policy is to enter into confidentiality, technology ownership and/or license
agreements, as applicable, with our technical employees, as well as with
distributors and customers.





Patent,
trade secret, copyright and trademark laws provide limited
protection.  Because patent applications in the United States are not
publicly disclosed until the relevant patent is issued, applications may have
been filed, which, if issued as patents, could relate to our services and
products as currently designed or as we may modify them in the future to meet
the market’s requirements.  Trade secret, copyright and trademark
laws, in combination with the steps we take to protect our proprietary rights,
may not adequately prevent misappropriation of those rights.  We may
be required to bring proceedings in the United States Patent and Trademark
Office or other legal action to enforce our patents, trademarks or
copyrights.  We may find it necessary to litigate to protect our trade
secrets and know-how.  Any legal actions would be costly, time
consuming, and would divert the attention of management and
personnel.




The
protections provided by laws protecting intellectual property rights do not
prevent our competitors from developing, independently, products similar or
superior to our products and technologies.  In addition, effective
protection of copyrights, trade secrets, trademarks, and other proprietary
rights may be unavailable or limited in certain foreign countries.





Our
inability or failure to protect our proprietary technology could damage our
ability to compete, reduce our revenues and damage our prospects for achieving
growth and profitability.





If
our products incorporate technology that infringes the proprietary rights of
third parties and we do not secure licenses from them, we could be liable for
substantial damages that would cause a material reduction in revenues and impair
our prospects for achieving growth and profitability.





If
any third party prevails in an action against us for infringement of its
proprietary  rights, we could be required to pay damages and either
enter into costly licensing arrangements or redesign our  products so
as to exclude the infringing technology.  As a result, we would incur
substantial costs, delays in the product development, sales
and  shipments of our products and our revenues may  decline
substantially and we may never be able to
achieve  the  growth required for us to achieve
profitability.


10





Risks
Related to Biodiesel Production





Declines in
the prices of biodiesel and its co-products will have a significant negative
impact on our financial performance . Our revenues will be greatly
affected by the price at which we can sell our biodiesel and its co-products,
primarily glycerin. These prices can be volatile as a result of a number of
factors over which we have no control. These factors include the overall supply
and demand for biodiesel, the price of diesel fuel, level of government support,
and the availability and price of competing products. The total production of
biodiesel continues to rapidly expand at this time. But, demand may not increase
to meet the increase in supply. The increased production of biodiesel without
corresponding increases in demand may lead to lower biodiesel prices. Any
lowering of biodiesel prices may reduce our revenues.





In
addition, increased biodiesel production will lead to increased supplies of
co-products from the production of biodiesel, such as glycerin, which may lead
to lower prices for our co-products. Glycerin prices in the United States and
Europe have already declined over the last several years due to increased
biodiesel production and the resulting saturation of the glycerin market.
Increased supplies of co-products could outpace demand, which could lead to
lower prices for our co-products. If the price of glycerin declines, our revenue
from glycerin may be substantially compromised. Increased expenses and decreased
sales prices for our products may result in less income, which would decrease
our revenues.





Competition
from other sources of fuel may adversely affect our ability to market our
biodiesel . Although the price of diesel fuel has increased over the last
several years and continues to rise, diesel fuel prices per gallon remain at
levels below or equal to the price of biodiesel. In addition, other more
cost-efficient domestic alternative fuels may be developed which could displace
biodiesel as an environmentally-friendly alternative fuel. If diesel prices
decline or a new fuel is developed to compete with biodiesel, it may be
difficult to market our biodiesel.





Our reliance upon third parties for our grease
feedstock supply may hinder our ability to profitably produce our
biodiesel . In addition to being dependent upon the availability of
grease feedstock supply, we will be dependent on relationships with third
parties, including feedstock suppliers. We have entered into an agreement with
Environmental Energy Recycling Corp (EERC) to deliver us yellow grease and with
Ashcroft Group to assist in the development and marketing of our bio-diesel
product, we still anticipate requiring additional relationships to further our
business plan. Assuming that we can establish additional relationships,
suppliers may terminate those relationships, sell to other buyers, or enter into
the biodiesel manufacturing business in competition with us. Suppliers may not
perform their obligations as agreed, and we may be unable to specifically
enforce our agreements. This could negatively affect our ability to create
revenue.





Concerns
about fuel quality may impact our ability to successfully market our
biodiesel . Industry standards impose quality specifications for
biodiesel fuel. Actual or perceived problems with quality control in the
industry may lead to a lack of consumer confidence in the product and hinder our
ability to successfully market our biodiesel. For example, in December 2005, a
batch of biodiesel that failed to meet industry specifications in Minnesota
resulted in a 10-day emergency variance from the state’s 2% biodiesel
requirement in order to allow for time to fix the problem. Although industry
representatives attributed the problem to start-up glitches in the state’s new
biodiesel plants, similar quality control issues could result in a decrease in
demand for our product.





Cold
weather may cause biodiesel to gel, which could have an adverse impact on our
ability to successfully market our biodiesel . The pour point for a fuel
is the temperature at which the flow of the fuel stops. A lower pour point means
the fuel can be effectively utilized in colder weather. The pour point of 100%
soy-based biodiesel is approximately 25oF. The pour point for tallow-based
biodiesel is approximately 60oF. The pour point for No. 2 low sulfur diesel fuel
is approximately -30oF. When diesel is mixed with soy-based biodiesel to make a
2% biodiesel blend, the pour point is -25oF. Therefore, we believe we will need
to blend soy-based biodiesel with petroleum diesel in order to provide a
biodiesel product that will have an acceptable pour point in cold weather.
Generally, biodiesel that is used in blends of 2% to 20% is expected to provide
an acceptable pour point for colder markets comparable to the No. 2 low sulfur
diesel pour point. In colder temperatures, lower blends are recommended to avoid
fuel system plugging. This may cause the demand for our biodiesel in northern
markets to diminish during the colder months.





The tendency of
biodiesel to gel in colder weather may also result in long-term storage
problems . At low temperatures, fuel may need to be stored in a heated
building or heated storage tanks. This may cause a decrease in demand for our
product in colder climates due to increased storage costs. This may result in
decreased revenues for us.





Automobile
manufacturers and other industry groups have expressed reservations regarding
the use of biodiesel, which could negatively impact our ability to market our
biodiesel . Because biodiesel is a relatively new product, the research
of biodiesel use in automobiles and its effect on the environment is ongoing.
Some industry groups and standards, including the World Wide Fuel Charter, have
recommended that blends of no more than 5% biodiesel be used for automobile
fuel, due to concerns about fuel quality, engine performance problems and
possible detrimental effects of biodiesel on rubber components and other engine
parts. Although some manufacturers have encouraged use of biodiesel fuel in
their vehicles, cautionary pronouncements by others may impact our ability to
market our product.





The
trucking industry opposed the imposition of the Minnesota 2% biodiesel
requirement, citing concerns regarding fuel expense and lack of infrastructure
necessary to implement the requirement. Such concerns may result in opposition
to similar proposed legislation in other states in the future and may negatively
impact our ability to market our biodiesel. The American Trucking Associations,
however, altered its position on biodiesel in October 2005 by passing a
resolution advocating the use of 5% biodiesel blends by the trucking
industry.


11





In
addition, studies have shown that nitrogen oxide emissions from pure biodiesel
are 10% higher than with petroleum-based biodiesel. Nitrogen oxide is the chief
contributor to ozone or smog. New engine technology is available and is being
implemented to eliminate this problem. The increased nitrogen oxide emissions
may decrease the appeal of our product to environmental groups and agencies who
have been historic supporters of the biodiesel industry, which may result in our
inability to market our biodiesel.





Risks
Related to Biodiesel Industry





New plants
under construction or decreases in the demand for biodiesel and glycerin, our
co-product, may result in excess production capacity which could decrease our
revenues and adversely impact our financial condition . The biodiesel
manufacturing industry is experiencing rapid growth. In 2005, approximately 75
million gallons of biodiesel were produced in the United States. The National
Biodiesel Board estimates that in 2006 approximately 200 to 250 million gallons
of biodiesel were produced in the United States. However, many biodiesel plants
do not operate at full capacity and the National Biodiesel Board estimates the
current dedicated biodiesel production capacity of these plants is approximately
582 million gallons per year. Further, reported plant construction and
expansion, if realized, are expected to result in another 1.4 billion gallons of
annual biodiesel production capacity, for total annual production capacity of
almost 2 billion gallons. Biodiesel supply may outpace biodiesel demand which
could lead to decreased biodiesel prices. This could affect our ability to
operate our plant profitably.




We face
substantially different risks in the biodiesel industry than do ethanol
manufacturers . The ethanol industry enjoys over 5 billion gallons of
annual domestic demand and a vast existing production, marketing, and
transportation network. Conversely, the National Biodiesel Board estimates that
in 2006 approximately 200 to 250 million gallons of biodiesel were produced in
the United States. The entire diesel fuel market constitutes of only about
one-third of the gasoline market as a whole. Fifty-six percent of the diesel
market is the trucking industry. Acceptance of biodiesel by consumers has been
slow, and the biodiesel industry has faced opposition from the trucking industry
and others in regard to legislative mandates for its use. Further the retail
market for biodiesel is not sufficiently developed which could lead to decreased
demand for biodiesel. This could impact our ability to make a
profit.





The biodiesel
industry is becoming increasingly competitive and we compete with larger, better
financed entities which could impact our ability to operate profitably .
Commodity groups in the Midwest and the enactment of favorable federal and state
legislation have encouraged the construction of biodiesel plants, and there are
numerous other entities considering the construction of biodiesel plants.
Nationally, the biodiesel industry may become more competitive given the
substantial construction and expansion that is occurring in the industry.
According to the National Biodiesel Board, as of November 2006, there were 87
active plants with 13 planning to expand their operations. There were also 65
companies planning to construct new biodiesel plants in the United
States.





Competition from
other lubricity additives for ultra low sulfur diesel may be a less expensive
alternative to our biodiesel, which would cause us to lose market share .
The Environmental Protection Agency (EPA) has issued regulations to reduce the
amount of sulfur in diesel fuel in order to improve air quality. These
regulations affect all diesel fuel that will be made available for retail sale
beginning in October 2006. The removal of sulfur from diesel fuel also reduces
its lubricity which must be corrected with fuel additives, such as biodiesel
which has inherent lubricating properties. Our biodiesel plant is expected to
compete with producers of other diesel additives made from raw materials other
than soybeans having similar lubricity values as biodiesel, such as
petroleum-based lubricity additives. Many major oil companies produce these
petroleum-based lubricity additives and strongly favor their use because they
achieve the desired effect in lower concentrations than biodiesel. In addition,
much of the distribution infrastructure is in place for petroleum-based
additives. As a result, petroleum-based additives may be more cost effective
than biodiesel. This could result is less demand for biodiesel as a lubricity
additive. This could negatively affect our ability to sell our biodiesel
profitably.





As the production
of biodiesel fuel increases there may not be an adequate supply of railroad cars
or trucks to distribute the biodiesel fuel produced by our plant . As
more of the biodiesel production plants under construction and in the planning
phase begin production, there exists an increasingly large supply of biodiesel
fuel to be distributed and there may not be an adequate supply of rail cars or
trucks to distribute the fuel which is produced. This problem has affected the
agriculture industry for years and there are already reports of railcar
shortages becoming a problem for the biodiesel industry.




12


Risks
Associated with Investing in our Common Stock





We have issued a
substantial number of securities convertible into shares of our common stock
which will result in substantial dilution to the ownership interests of our
existing stockholders .   As of October
31, 2009, approximately 1,396,487,000 shares of our common stock were
convertible or exercisable from the following securities: (i) 1,396,487,000
shares representing shares of common stock issuable upon conversion in full of
our outstanding convertible promissory notes (without regard to any limitations
on conversion).   The exercise or conversion of these securities
will result in a significant increase in the number of outstanding shares and
substantially dilute the ownership interests of our existing
shareholders.





A substantial
number of our convertible securities are convertible into shares of common stock
at a current on price of $0.001 per share. Most of these shares are eligible for
public resale.  The trading price of our common stock and our ability
to raise additional financing may be adversely affected by the influx into the
market of such a substantial number of shares . As of October
31, 2009, our outstanding convertible notes were convertible into 1,396,487,000
shares of common stock at a per share conversion price equal to $0.001 per
share, which is less than the current trading price of our
shares.  Although many of the shares issuable upon conversion of our
convertible warrants are eligible for public resale under Securities and
Exchange Commission Rule 144, we have agreed to file a registration statement to
cover the public resale of all of these shares.  This significant
increase in number of shares available for public sale may have a negative
impact on the trading price of our shares and substantially dilute the ownership
interest of our existing shareholders.  In order to raise additional
financing we would likely be required to issue additional shares of common stock
or securities convertible into common stock at a purchase or conversion price as
applicable, on similar terms.  To the extent these factors are viewed
negatively by the market, it may provide an incentive for persons to execute
short sales of our common stock that could adversely affect the trading price of
our common stock.





The issuance of
shares upon conversion of our convertible securities may cause immediate and
substantial dilution to our existing stockholders. The
issuance of shares upon conversion of our outstanding convertible notes may
result in substantial dilution to the interests of other stockholders since the
selling stockholders may ultimately convert and sell the full amount issuable on
conversion.  Although the selling stockholders may not convert their
convertible notes if such conversion would cause them to own more than 4.99% of
our outstanding common stock, this restriction does not prevent the selling
stockholders from converting some of their holdings and then converting the rest
of their holdings.  In this way, the selling stockholders could sell
more than this limit while never holding more than this limit.  There
only upper limit on the number of shares that may be issued is the number of
shares of common stock authorized for issuance under our articles of
incorporation.  The issuance of shares upon conversion of the
convertible notes will have the effect of further diluting the proportionate
equity interest and voting power of holders of our common stock.





The issuance of
shares under awards granted under existing or future employee benefit plans
may cause immediate
and substantial dilution to our existing stockholders. In
order to provide persons who have a responsibility for our management and/or
growth with additional incentive, to increase their proprietary interest in our
success, and to support and increase our ability to attract and retain
individuals of exceptional talent, we have adopted several stock incentive plans
including: a 2008 Stock Incentive Plan, a 2008 California Stock Incentive Plan
and a 2007 Stock Incentive Plan.  The total number of shares available
for the grant of either stock options or stock awards under the each plan is
16,000,000 shares, 16,000,000 shares and 10,000,000 shares, respectively,
subject to adjustment, and as of October 31, 2009, we had issued 2,740 shares,
144,535 and 9,960 shares, respectively.  We may also adopt one or more
additional employee benefit plans in the future.  The issuance of
shares under an employee benefit plan may result in substantial dilution to the
interests of other stockholders.  There only upper limit on the number
of shares that may be issued under the number of shares of common stock we may
reserve under employee benefit plans is the number of shares of common stock
authorized for issuance under our articles of incorporation.  The
issuance of shares under current or future employee benefit plans will have the
effect of further diluting the proportionate equity interest and voting power of
holders of our common stock.





There is a
limited trading market for our common stock.   Our common stock
is traded on the OTC Bulletin board under the symbol “BSOM.OB.”  There
has been virtually no trading activity in our stock recently, and when it has
traded, the price has fluctuated widely.  We consider our common stock
to be “thinly traded” and any last reported sale prices may not be a true
market-based valuation of the common stock.  A consistently active
trading market for our stock may not develop at any time in the
future.  Stockholders may experience difficulty selling their shares
if they choose to do so because of the illiquid market and limited public float
for our stock.  It is possible that even a limited public market for
our common stock will not be sustained after the date of this annual report or
at a time at which you may desire to sell your shares.





The volatility of
our stock price affect our may adversely affect the market price for our common
stock. 
The market price of our common stock has historically been volatile. We believe
the market price of the common stock could continue to fluctuate substantially,
based on a variety of factors, including quarterly fluctuations in results of
operations, timing of product releases, announcements of new products and
acquisitions or acquisitions by our competitors, changes in earnings estimates
by research analysts, and changes in accounting treatments or principles. The
market price of our common stock may be affected by our ability to meet or
exceed analysts’ or “street” expectations, and any failure to meet or exceed
such expectations could have a material adverse effect on the market price of
our common stock. Furthermore, stock prices for many companies, particularly
entertainment companies, fluctuate widely for reasons that may be unrelated to
their operating results. These fluctuations and general economic, political and
market conditions, such as recessions or international currency fluctuations and
demand for our products, may adversely affect the market price of our common
stock.


13


Our common stock
is considered to be a “penny stock” and, as such, the market for our common
stock may be further limited by certain SEC rules applicable to penny
stocks. 
As long as the price of our common stock remains below $5.00 per share or we
have net tangible assets of $2,000,000 or less, our shares of common stock are
likely to be subject to certain “penny stock” rules promulgated by the
SEC.  Those rules impose certain sales practice requirements on
brokers who sell penny stock to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000).  For
transactions covered by the penny stock rules, the broker must make a special
suitability determination for the purchaser and receive the purchaser’s written
consent to the transaction prior to the sale.  Furthermore, the penny
stock rules generally require, among other things, that brokers engaged in
secondary trading of penny stocks provide customers with written disclosure
documents, monthly statements of the market value of penny stocks, disclosure of
the bid and asked prices and disclosure of the compensation to the brokerage
firm and disclosure of the sales person working for the brokerage
firm.  These rules and regulations make it more difficult for brokers
to sell our shares of our common stock and limit the liquidity of our
securities.





If we fail to
remain current in our reporting requirements under the Securities Exchange Act
of 1934, as amended, our shares could be removed from trading on the OTC
Bulletin Board, which would limit the ability of broker-dealers to sell our
securities and the ability of stockholders to sell their shares in the secondary
market. Our common stock is registered under Section 12 of
the Securities Exchange Act of 1934, as amended.  As a result, we are
required to file annual and quarterly reports under the Exchange
Act.  In addition, in order for our shares of common stock to be
eligible for trading on the Over-The-Counter Bulletin Board, we must file these
reports on a timely basis.  If we fail to remain current on our
reporting requirements under the Exchange Act, our shares could be removed from
trading from the OTC Bulletin Board.  As a result, the market
liquidity for our securities could be severely adversely affected by limiting
the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.  In
addition, we may be unable to become re-eligible for quotation on the OTC
Bulletin Board, which may have an adverse material effect on our company and our
common stock.





We do not expect
to pay dividends for the foreseeable future. 
For the foreseeable future, it is anticipated that earnings, if any, that may be
generated from our operations will be used to finance our operations and that
cash dividends will not be paid to holders of our common stock.





Any projections
used in this report may not be accurate .   Any and all
projections and estimates contained in this report or otherwise prepared by us
are based on information and assumptions which management believes to be
accurate; however, they are mere projections and no assurance can be given that
actual performance will match or approximate the projections.





Substantial sales
of our stock may impact the market price of our common stock. 
Future sales of substantial amounts of our common stock, including shares that
we may issue upon exercise of options and warrants, could adversely affect the
market price of our common stock.  Further, if we raise additional
funds through the issuance of common stock or securities convertible into or
exercisable for common stock, the percentage ownership of our stockholders will
be reduced and the price of our common stock may fall.




Issuing preferred
stock with rights senior to those of our common stock could adversely affect
holders of common stock. 
Our charter documents give our board of directors the authority to issue series
of preferred stock without a vote or action by our stockholders.  The
board also has the authority to determine the terms of preferred stock,
including price, preferences and voting rights.  The rights granted to
holders of preferred stock may adversely affect the rights of holders of our
common stock.  For example, a series of preferred stock may be granted
the right to receive a liquidation preference – a pre-set distribution in the
event of a liquidation – that would reduce the amount available for distribution
to holders of common stock.  In addition, the issuance of preferred
stock could make it more difficult for a third party to acquire a majority of
our outstanding voting stock.  As a result, common stockholders could
be prevented from participating in transactions that would offer an optimal
price for their shares.





Cautionary
Statement Concerning


Forward-Looking
Statements





Some of
the statements in this annual report are forward looking statements, which are
subject to risks and uncertainties.  These risks and uncertainties
could cause actual results to differ materially from those expressed in
forward-looking statements.  We base these forward-looking statements
on our expectations and projections about future events, which we derive from
the information currently available to us.  Such forward-looking
statements relate to future events or our future
performance.  Forward-looking statements are only
predictions.  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.  The forward-looking statements
speak only as of the date hereof, and we expressly disclaim any obligation to
publicly release the results of any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
filing.





ITEM
2.  PROPERTIES





We
recently moved our executive offices to 9720 Heatherstone River Court, Townhouse
1, Estero, Florida 33928.  The space is currently provided rent-free
by a creditor of the Company.





14




Our
wholly owned affiliate, BESI, leased a building in Hawley,
Pennsylvania.  The building was leased for a term of 1 year, expiring
on September 15, 2008 at a rate of $2,210 per month.  The lease was
not renewed.





ITEM
3.  LEGAL PROCEEDINGS





Becker
Litigation .  On November 27, 2007, Martin Becker (“Becker”)
commenced an action against us in the Superior Court of California, County of
Los Angeles, for breach of contract, common counts, and indemnity, seeking
approximately $92,000 in damages, as well as interest, fees, and
costs.  The complaint alleges that the we breached a certain
Reorganization and Stock Purchase Agreement dated on or about February 1, 2004
by failing to indemnify Becker as required under said agreement.  On
November 14, 2008, the Company reached a settlement in principle with Becker
pursuant to which the Company has agreed to issue shares of a to-be-created
preferred stock with a stated value of $1.00 and a market based conversion
price.  This settlement is subject to the execution of definitive
documentation, which documentation would also contain a general release of all
claims asserted by the parties in the Becker litigation.





Bio Solutions Manufacturing, Inc. v.
Michael Motola, Andy Vasara, Steva De Vasara and Metropolitan Life Insurance
Company.  On November 3, 2009, the Company commenced an action
against the defendants in the United States District Court of the Central
District of California, Southern Division alleging certain causes of action,
including fraud, securities fraud, and negligent
misrepresentation.  On December 9, 2009 and December 23, 2009,
Metropolitan Life Insurance and Andy and Steva De Vasara, respectively, filed
motions to dismiss which is scheduled to be heard on February 22,
2010.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None


PART
II





ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





Our
common stock trades on the OTC Bulletin Board under the symbol
“BSOM.OB.”  The following table shows the high and low bid or close
prices for our common stock for each quarter since November 1, 2006 as reported
by the OTC Bulletin Board.   All share prices have been adjusted to
provide for the 1-1,000 reverse split effectuated on November 20,
2008.   We consider our stock to be “thinly traded” and any reported
sale prices may not be a true market-based valuation of the
stock.  Some of the bid quotations from the OTC Bulletin Board set
forth below may reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.





November 1, 2008 to October 31,
      2009
                          
                          High
                            Close
                          
                          
                          Low
                            CloseFirst
      quarter
                          
                          $
                          4.00
                          
                          
                          $
                          0.10Second
      quarter
                          
                          
                          1.89
                          
                          
                          
                          0.06Third
      quarter
                          
                          
                          0.73
                          
                          
                          
                          0.43Fourth
      quarter
                          
                          
                          0.54
                          
                          
                          
                          0.21





November 1, 2007 to October 31,
      2008
                          
                          High
                            Close
                          
                          
                          Low
                            CloseFirst
      quarter
                          
                          $
                          120.00
                          
                          
                          $
                          20.00Second
      quarter
                          
                          
                          21.00
                          
                          
                          
                          3.00Third
      quarter
                          
                          
                          6.00
                          
                          
                          
                          2.00Fourth
      quarter
                          
                          
                          5.00
                          
                          
                          
                          1.00




As of
March 1, 2010, there were approximately 1,789 record holders of our common
stock.





We have
not paid any cash dividends since our inception and do not contemplate paying
dividends in the foreseeable future.  It is anticipated that earnings,
if any, will be retained to retire debt and for the operation of the
business.





Shares
eligible for future sale could depress the price of our common stock, thus
lowering the value of a buyer’s investment.  Sales of substantial
amounts of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of our common
stock.





Securities Authorized for Issuance
Under Equity Compensation Plans. The following provides
information concerning compensation plans under which our equity securities are
authorized for issuance as of October 31, 2009:




15




(a)
                                                                              
                                                                              (b)
                                                                              
                                                                              
                                                                              (c)Plan Category
                                                                              
                                                                              Number of
                                                                                securities to be
                                                                                issued upon
                                                                                exercise of
                                                                                outstanding
                                                                                options,
                                                                                warrants and
                                                                                rights
                                                                              
                                                                              Weighted-average
                                                                                exercise price of
                                                                                outstanding
                                                                                options, warrants
                                                                                and rights
                                                                              
                                                                              
                                                                              Number of
                                                                                securities
                                                                                remaining
                                                                                available for
                                                                                future
                                                                                issuance
                                                                                under
                                                                                equity
                                                                                compensation
                                                                                plans
                                                                                (excluding
                                                                                securities
                                                                                reflected in
                                                                                column (a))Equity
      compensation plans approved by security holders
                                                                              
                                                                              —
                                                                              
                                                                              $
                                                                              —
                                                                              
                                                                              
                                                                              
                                                                              —Equity
      compensation plans not approved by security holders
                                                                              
                                                                              —
                                                                              
                                                                              
                                                                              —
                                                                              
                                                                              
                                                                              
                                                                              41,842,765
                                                                              (1)(2)(3)Total
                                                                              
                                                                              —
                                                                              
                                                                              $
                                                                              —
                                                                              
                                                                              
                                                                              
                                                                              41,842,765
                                                                              (1)(2)(3)





(1)
            2008 Stock Incentive
Plan. The purpose of our 2008 Stock Incentive Plan is to
advance the best interests of the company by providing those persons who have a
substantial responsibility for our management and growth with additional
incentive and by increasing their proprietary interest in the success of the
company, thereby encouraging them to maintain their relationships with
us.  Further, the availability and offering of stock options and
common stock under the plan supports and increases our ability to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability which we depend.  The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 16,000,000 shares, subject to adjustment,
and as of October 31, 2009, we had issued 2,740 shares (and 8,000
options).





Our
compensation committee which is appointed by our board of directors administers
our plan and has full power to grant stock options and common stock, construe
and interpret the plan, establish rules and regulations and perform all other
acts, including the delegation of administrative responsibilities, it believes
reasonable an proper.  Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and
conclusive.





The
compensation committee or our board of directors, in its absolute discretion,
may award common stock to employees of, consultants to, and directors of the
company, and such other persons as the board of directors or compensation
committee may select, and permit holders of common stock options to exercise
such options prior to full vesting therein and hold the common stock issued upon
exercise of the option as common stock.  Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.





In
the event that our outstanding common stock is changed into or exchanged for a
different number or kind of shares or other securities of the company by reason
of merger, consolidation, other reorganization, recapitalization, combination of
shares, stock split-up or stock dividend, prompt, proportionate, equitable,
lawful and adequate adjustment shall be made of the aggregate number and kind of
shares subject to stock options which may be granted under the
plan.





Our
board of directors may at any time, and from time to time, suspend or terminate
the plan in whole or in part or amend it from time to time in such respects as
our board of directors may deem appropriate and in our best
interest.





(2)
            2008 California Stock Incentive
Plan. The purpose of our 2008 California Stock Incentive Plan
is to advance the best interests of the company by providing those persons who
are residents of California and who have a substantial responsibility for our
management and growth with additional incentive and by increasing their
proprietary interest in the success of the company, thereby encouraging them to
maintain their relationships with us.  Further, the availability and
offering of stock options and common stock under the plan supports and increases
our ability to attract and retain individuals of exceptional talent upon whom,
in large measure, the sustained progress, growth and profitability which we
depend.  The total number of shares available for the grant of either
stock options or compensation stock under the plan is 16,000,000 shares, subject
to adjustment, and as of October 31, 2009, we had issued 144,535
shares.





Our
compensation committee which is appointed by our board of directors administers
our plan and has full power to grant stock options and common stock, construe
and interpret the plan, establish rules and regulations and perform all other
acts, including the delegation of administrative responsibilities, it believes
reasonable an proper.  Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and
conclusive.


16


The
compensation committee or our board of directors, in its absolute discretion,
may award common stock to employees of, consultants to, and directors of the
company, and such other persons as the board of directors or compensation
committee may select, and permit holders of common stock options to exercise
such options prior to full vesting therein and hold the common stock issued upon
exercise of the option as common stock.  Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.





In
the event that our outstanding common stock is changed into or exchanged for a
different number or kind of shares or other securities of the company by reason
of merger, consolidation, other reorganization, recapitalization, combination of
shares, stock split-up or stock dividend, prompt, proportionate, equitable,
lawful and adequate adjustment shall be made of the aggregate number and kind of
shares subject to stock options which may be granted under the
plan.





Our
board of directors may at any time, and from time to time, suspend or terminate
the plan in whole or in part or amend it from time to time in such respects as
our board of directors may deem appropriate and in our best
interest.





(3)
            2007 Stock Incentive
Plan. The purpose of our 2007 Stock Incentive Plan is to
advance the best interests of the company by providing those persons who have a
substantial responsibility for our management and growth with additional
incentive and by increasing their proprietary interest in the success of the
company, thereby encouraging them to maintain their relationships with
us.  Further, the availability and offering of stock options and
common stock under the plan supports and increases our ability to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability which we depend.  The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 10,000,000 shares, subject to adjustment,
and as of October 31, 2009, we had issued 9,960 shares.





Our
compensation committee which is appointed by our board of directors administers
our plan and has full power to grant stock options and common stock, construe
and interpret the plan, establish rules and regulations and perform all other
acts, including the delegation of administrative responsibilities, it believes
reasonable an proper.  Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and
conclusive.





The
compensation committee or our board of directors, in its absolute discretion,
may award common stock to employees of, consultants to, and directors of the
company, and such other persons as the board of directors or compensation
committee may select, and permit holders of common stock options to exercise
such options prior to full vesting therein and hold the common stock issued upon
exercise of the option as common stock.  Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.





In
the event that our outstanding common stock is changed into or exchanged for a
different number or kind of shares or other securities of the company by reason
of merger, consolidation, other reorganization, recapitalization, combination of
shares, stock split-up or stock dividend, prompt, proportionate, equitable,
lawful and adequate adjustment shall be made of the aggregate number and kind of
shares subject to stock options which may be granted under the
plan.





Our
board of directors may at any time, and from time to time, suspend or terminate
the plan in whole or in part or amend it from time to time in such respects as
our board of directors may deem appropriate and in our best
interest.





Recent
Sales of Unregistered Securities





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 shares 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 our
issued and outstanding common stock.  The series B preferred stock do
not contain any voting, liquidation, dividend or preemptive rights.





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.On August 1, 2008, we issued 10,000 shares of our Series A Preferred
Stock to our treasurer in satisfaction of $10,000 of accrued but unpaid
salary.  The issuance was exempt pursuant to Section 4(2) of the
Securities Act.





ITEM
6. SELECTED FINANCIAL DATA





As a smaller reporting company we are
not required to provide the information required by this Item.





17




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR 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
provider of biodiesel fuel and waste bioremediation services.  We have
historically focused on producing waste bioremediation solutions for municipal
collection systems and food service facilities (the “Cleaning
Division”).  Until the second quarter of our 2007 fiscal year, our
products in our Cleaning Division had been sold through a sales and marketing
company for environmental application products, which company was previously an
affiliate and a significant shareholder of ours.  In the second
quarter of our 2007 fiscal year, we ceased production of biological waste
remediation products until further notice and in the fourth quarter of our 2007
fiscal year, we terminated our selling arrangement with the sales and marketing
company.  We plan to resume production of remediation products in the
future.





In June
2006, we acquired all of the outstanding equity of Bio Solutions Extraction,
Inc. (“BESI”), a company focused on the production of bio-fuel
technology.  In connection with this acquisition, we acquired BESI’s
patent pending technology, which is used to extract grease from waste products,
which grease is then converted into B100 biodiesel fuel.  With our
acquisition of BESI, we plan to focus on the production and sale of biodiesel
fuel (the “Biodiesel Division”).





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, 2009 and 2008, we incurred net losses of $927,207 and
$592,439, and we have a stockholders’ deficit of $2,221,280 as of October 31,
2009.  Our future is dependent upon our ability to obtain additional
equity or debt financing and upon future successful development and marketing of
our products and services.  Management is pursuing various sources of
equity and debt financing.  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
and the impairment of the recorded long lived assets.




We have
laid off our employees at our former facility in Mississippi in February 2007
and, in connection with a legal settlement effectuated in October 2007, we sold
certain equipment, furniture, fixtures an inventory located at that
facility.  We anticipate resuming our sales and marketing activities
related to our biological waste remediation products again, once we have
obtained additional working capital.  We anticipate future losses from
operations as a result ongoing overhead expenses incurred while management
attempts to resume selling activities.




18


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.




Revenue
Recognition





Sales are
recorded at the time title passes to the customer, which, based on shipping
terms, generally occurs when the product is shipped to the
customer.  Based on prior experience, we reasonably estimate our sales
returns and warranty reserves and are recorded when such reserve estimates are
required.  Due to lack of sales, there currently are no such reserves
recorded for sales returns or warranty reserves.  Sales are presented
net of discounts and allowances.





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 during the year ended
October 31, 2009 is $518.





Results
of Continuing Operations





Basis
of Presentation





The
results of operations set forth below for the years ended October 31, 2009 and
2008 are those of the continuing operations of Bio Solutions Manufacturing,
which include BSP and BESI on a consolidated basis.





The
following table sets forth, for the periods indicated, certain selected
financial data from continuing operations:


19





Year Ended
                              October 31,2009
                            
                            
                            2008Net
      sales
                            
                            $
                            —
                            
                            
                            $
                            —Cost
      of sales
                            
                            
                            —
                            
                            
                            
                            —Gross
      income (loss)
                            
                            
                            —
                            
                            
                            
                            —Selling,
      general and administrative
                            
                            
                            450,591
                            
                            
                            
                            591,860Operating
      income (loss)
                            
                            $
                            (450,591
                            )
                            
                            $
                            (591,860
                            )


20


Comparison
of the Year Ended October 31, 2009 and 2008





Net sales.
Net sales for operations were $0, for the years ended October 31, 2009 and
2008.  This results from the closure of our manufacturing facility in
Mississippi and the related cessation of marketing and sales of products from
our Cleaning Division.  We plan to resume production of remediation
products in the future.





Cost of Sales.Cost of
sales for continued operations were $0 for the years ended October 31, 2009 and
2008.  We ceased production of biological waste remediation products
until further notice.  We plan to resume production of remediation
products in the future.





Selling, general, and
administrative.Selling,
general, and administrative expenses decreased to $450,591, or a decrease
of approximately 24%, for the year ended October 31, 2009, from $591,860
for the year ended October 31, 2008.  The $141,269 decrease
in selling, general, and administrative expenses primarily results from reduced
professional and consulting fees ($190,191) and rent expense ($20,534) partially
offset by a $92,687 bad debt expense.





21




Operating loss.We
incurred an operating loss of $450,591 for the year ended October 31, 2009,
compared to an operating loss of $591,860 for the year ended October 31,
2008.  We had lower operating losses in the year ended October 31,
2009 as compared to the year ended October 31, 2008 because of reduced selling,
general and administrative expenses noted above.





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, 2009
was $2,221,280 and at October 31, 2008 it was $1,897,998.  We had cash
of $3,423 as of October 31, 2009, while we had cash of $873 as of October 31,
2008.





We used
$302,294 of net cash from operating activities for the year ended October 31,
2009, compared to using $130,863 in the year ended October 31,
2008.





Net cash
flows provided by investing activities was $0 for the year ended October 31,
2009 compared to $0 for the year ended October 31, 2008.





Net cash
flows provided by financing activities were $304,924 for the year ended October
31, 2009, compared to net cash provided by financing activities of $126,700 in
the year ended October 31, 2008.  The net cash provided by financing
activities is from the proceeds from our notes payable, which are net of
repayments.





Loan
Agreement





Since
2003, we have borrowed money from a group of third-party lenders in order to
fund our operations.  As of October 31, 2009, the outstanding
principal balance on these loans was approximately $1,112,222.  On
November 29, 2006, we entered into a loan agreement with certain these lenders
and a new lender, pursuant to which we borrowed approximately $164,000 of new
funds, and pursuant to which the 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 us, up to an
aggregate total of $1,000,000 per lender.  Each note bears interest at
the rate of eight percent (8%) per annum and is payable on
demand.  Each note was also convertible into shares of our 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 our
common stock immediately prior to conversion; provided, however, that the
conversion price could not be less that $0. 01 per share under any
circumstances.  In May 2008, the conversion price was amended to
provide for 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 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, together
with its affiliates, to have acquired a number of shares of common stock that
would exceed 4.99% of our then outstanding common stock.




Capital
Requirements





The
report of our independent accountants for the fiscal year ended October 31, 2009
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.





As of
October 31, 2009, we had a working capital deficit of
$2,221,280.  Currently, we do not generate any revenues.  In
the Biodiesel Division, we need to construct or lease biodiesel plants and we
will not generate any revenues in this division until we have established plants
which 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 addition, we closed the manufacturing facility for our
Cleaning Division products in the second fiscal quarter of 2007 and also ceased
marketing and selling such products at that time.  We need capital to
relocate and open a new facility for the manufacture and subsequent sale of
products in our Cleaning Division.  If we cannot raise additional debt
and/or equity capital, we will be unable to generate any revenues in either our
Biodiesel or Cleaning Divisions.


22





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 obtain
additional financing.





As set
forth above, we have entered into a loan agreement with various third party
lenders, under which these lenders, in their sole and absolute discretion, can
lend to us an additional $2,000,000.  However, such loans are
completely discretionary with the lenders, and as of the date hereof, we have
received no commitment from these lenders to advance us additional
funds.





In the
event that our lenders do not advance us additional funds under the loan
agreement, we would need to seek additional debt or equity financing, in the
form of a private placement or a public offering, 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.





ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
smaller reporting company we are not required to provide the information
required by this Item.








ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA




Our
financial statements are filed under this Item 8, beginning on page F-1 of this
report.


Bio-Solutions
Manufacturing, Inc.
 
 CONTENTS
  PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  F-2CONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheets
                  F
      -3Consolidated
      Statement of Operations
                  F -
      4Consolidated
      Statement of Statements of Stockholders’ (Deficit)
                  F -
      5Consolidated
      Statement of Cash Flows
                  F -
      6NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  F
      -7 to F-16
  F-1
  Report
of Independent Registered Public Accounting Firm
 
 Board of
Directors and Stockholders
 Bio-Solutions
Manufacturing, Inc. and Subsidiaries
  We have
audited the accompanying consolidated balance sheets of Bio-Solutions
Manufacturing, Inc. as of October 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders’ deficit, and cash flows for
each of the years ended October 31, 2009 and 2008. 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
audit.
 
 We
conducted our audit 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. 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 overall
financial statement presentation. We believe that our audit provides 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, 2009 and 2008, and the results of its operations, stockholders’
deficit and cash flows for each of the years ended October 31, 2009 and 2008, in
conformity with generally accepted accounting principles in the United
States.
 
 The
accompanying financial statements have been prepared assuming that Bio-Solutions
Manufacturing, Inc. 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/Sherb & Co.,
      LLPSHERB
      & CO, LLPCertified
      Public Accountants
  New York,
New York
 March 1,
2010
  F-2
  Bio
Solutions Manufacturing Inc.
 Consolidated
Balance Sheets
 
 October 31,
                                    
                                    
                                    October 31,2009
                                    
                                    
                                    2008AssetsCurrent
      assets:Cash
                                    
                                    $
                                    3,423
                                    
                                    
                                    $
                                    873Total
      current assets
                                    
                                    
                                    3,423
                                    
                                    
                                    
                                    873Total
      assets
                                    
                                    $
                                    3,423
                                    
                                    
                                    $
                                    873Liabilities
      and Stockholders' (Deficit)Current
      liabilities:Accounts
      payable and accrued expenses
                                    
                                    $
                                    1,112,481
                                    
                                    
                                    $
                                    1,045,793Note
      payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    19,500Convertible
      notes payable
                                    
                                    
                                    1,112,222
                                    
                                    
                                    
                                    833,578Total
      current liabilities
                                    
                                    
                                    2,224,703
                                    
                                    
                                    
                                    1,898,871Stockholders'
      (deficit):Preferred
      stock, $0.00001 par value, 10,000,000 authorized,10,000
      shares of Series A issued and outstanding as of October 31,
      2009and
      October 31, 2008 and 92,000 and 0 shares of Series B issued and
      outstanding as of October 31, 2009 and 2008, respectively
                                    
                                    
                                    1
                                    
                                    
                                    
                                    -Common
      stock, $0.00001 par value, 1,000,000,000 sharesauthorized,
      26,617,197 and 89,078 shares issued and outstanding as ofOctober
      31, 2009 and 2008, respectively
                                    
                                    
                                    266
                                    
                                    
                                    
                                    1Additional
      paid-in capital
                                    
                                    
                                    6,806,420
                                    
                                    
                                    
                                    6,202,761Accumulated
      deficit
                                    
                                    
                                    (9,027,967
                                    )
                                    
                                    
                                    (8,100,760
                                    )Total
      stockholders' (deficit)
                                    
                                    
                                    (2,221,280
                                    )
                                    
                                    
                                    (1,897,998
                                    )Total
      liabilities and stockholders' (deficit)
                                    
                                    $
                                    3,423
                                    
                                    
                                    $
                                    873
  The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
  Bio
Solutions Manufacturing Inc.
 Consolidated
Statements of Operations
  Years
      Ended
                                    October
      31,2009
                                  
                                  
                                  2008Revenues
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Cost
      of goods sold
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Gross
      profit
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Expenses:General
      and administrative expenses
                                  
                                  
                                  450,591
                                  
                                  
                                  
                                  591,860Total
      expenses
                                  
                                  
                                  450,591
                                  
                                  
                                  
                                  591,860Net
      loss from operations before other expenses andprovision
      for income taxes
                                  
                                  
                                  (450,591
                                  )
                                  
                                  
                                  (591,860
                                  )Other
      income (expenses):Beneficial
      conversion feature (expense) income
                                  
                                  
                                  (331,157
                                  )
                                  
                                  
                                  55,990Interest
      expense
                                  
                                  
                                  (145,459
                                  )
                                  
                                  
                                  (56,569
                                  )(476,616
                                  )
                                  
                                  
                                  (579
                                  )Net
      loss before provision for income taxes
                                  
                                  
                                  (927,207
                                  )
                                  
                                  
                                  (592,439
                                  )Provision
      for income taxes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Net
      loss
                                  
                                  $
                                  (927,207
                                  )
                                  
                                  $
                                  (592,439
                                  )Net
      loss per weighted average share-
      basic and diluted
                                  
                                  $
                                  (0.07
                                  )
                                  
                                  $
                                  (8.89
                                  )Weighted
      average number of shares-
      basic and diluted
                                  
                                  
                                  13,937,611
                                  
                                  
                                  
                                  66,649
  The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
  Bio
Solutions Manufacturing Inc.
 Consolidated
Statements of Stockholders' (Deficit)
  PreferredStock
                                      SeriesAandB
                                    
                                    
                                    CommonStock
                                    
                                    
                                    Additional
                                      Paid in
                                    
                                    
                                    Accumulated
                                    
                                    
                                    Total
                                      Stockholders'Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    Capital
                                    
                                    
                                    (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
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    106,560Series
      A and common shares issued for services
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    10
                                    
                                    
                                    
                                    26,725
                                    
                                    
                                    
                                    27
                                    
                                    
                                    
                                    285,285
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    285,322Beneficial
      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
                                    
                                    
                                    $
                                    (8,100,760
                                    )
                                    
                                    $
                                    (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
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    113,950Shares
      issued for services
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    131,100
                                    
                                    
                                    
                                    1
                                    
                                    
                                    
                                    66,817
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    66,818Series
      B shares issued for legal settlement
                                    
                                    
                                    92,000
                                    
                                    
                                    
                                    1
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    91,999
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    92,000Beneficial
      conversion feature
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    331,157
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    331,157Net
      loss
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (927,207
                                    )
                                    
                                    
                                    (927,207
                                    )Balance,
      October 31, 2009
                                    
                                    
                                    102,000
                                    
                                    
                                    $
                                    1
                                    
                                    
                                    
                                    26,617,197
                                    
                                    
                                    $
                                    266
                                    
                                    
                                    $
                                    6,806,420
                                    
                                    
                                    $
                                    (9,027,967
                                    )
                                    
                                    $
                                    (2,221,280
                                    )
  The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
  Bio
Solutions Manufacturing Inc.
 Consolidated
Statements of Cash Flows
  Year
    EndedOctober
    31,2009
                  
                  
                  2008Cash
      flows from operating activitiesNet
      loss
                  
                  $
                  (927,207
                  )
                  
                  $
                  (592,439
                  )Depreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  3,570Loss
      on disposition of fixed assets
                  
                  
                  -
                  
                  
                  
                  3,320Equity
      based compensation
                  
                  
                  -
                  
                  
                  
                  285,322Beneficial
      conversion feature
                  
                  
                  331,157
                  
                  
                  
                  (55,990
                  )Shares
      issued for services provided
                  
                  
                  66,818
                  
                  
                  
                  -Shares
      issued for legal settlement
                  
                  
                  92,000
                  
                  
                  
                  -Shares
      issued for interest payment
                  
                  
                  68,250
                  
                  
                  
                  -Adjustments
      to reconcile net (loss) to net cash (used) by operating
      activities:Changes
      in assets and liabilities:Accounts
      payable
                  
                  
                  (16,998
                  )
                  
                  
                  (11,859
                  )Accrued
      expenses
                  
                  
                  83,686
                  
                  
                  
                  235,213Security
      deposits
                  
                  
                  -
                  
                  
                  
                  2,000Net
      cash (used) by operating activities
                  
                  
                  (302,294
                  )
                  
                  
                  (130,863
                  )Cash
      flows from investing activities:Purchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  -Net
      cash (used) by investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Proceeds
      from notes payable
                  
                  
                  331,157
                  
                  
                  
                  143,649Payments
      on notes payable
                  
                  
                  (26,313
                  )
                  
                  
                  (16,949
                  )Net
      cash provided by financing activities
                  
                  
                  304,844
                  
                  
                  
                  126,700Net
      increase (decrease) in cash
                  
                  
                  2,550
                  
                  
                  
                  (4,163
                  )Cash
      and cash equivalents – beginning
                  
                  
                  873
                  
                  
                  
                  5,036Cash
      and cash equivalents- ending
                  
                  $
                  3,423
                  
                  
                  $
                  873Supplemental
      disclosures:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      transactions:Shares
      issued for services provided
                  
                  $
                  66,818
                  
                  
                  $
                  285,322Debt
      converted for equity
                  
                  
                  45,700
                  
                  
                  
                  106,560Shares
      issued for legal settlement
                  
                  
                  92,000
                  
                  
                  
                  -
  The
accompanying notes are an integral part of these consolidated financial
statements.
  F-6
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
  NOTE
1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Nature
of Business and History of Company
 
 Bio
Solutions Manufacturing, Inc. (the “Company”) is a provider of waste
bioremediation services. The Company operates through its wholly-owned
subsidiary, and Bio-Extraction Services, Inc. (“BESI”), a development stage
company acquired to focus on the production and sale of biodiesel fuel. The
Company’s products are not currently being sold. The Company anticipates
resuming is sales and marketing activities related to its biological waste
remediation products again once it has obtained additional working
capital.
 
 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 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.
 
 Going
Concern
 
 The
accompanying 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, 2009
and 2008, the Company has incurred net losses of $927,207 and $592,439,
respectively, and has a stockholders’ deficit of $2,221,180 as of October 31,
2009. 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.
 
 The
Company laid off its employees at its former facility in Mississippi in February
2007 and in connection with a legal settlement effectuated in October 2007, the
Company sold certain equipment, furniture, fixtures and inventory located at
that facility. The Company anticipates resuming is sales and marketing
activities related to its biological waste remediation products again once it
has obtained additional working capital. The Company anticipates future losses
from operations as a result ongoing overhead expenses incurred while management
attempts to resume selling activities.
 
 These
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, BSP and BESI. 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.
 
 Cash
and Cash Equivalents
 
 For
purposes of the statement of cash flows, the Company considers cash and cash
equivalents to include all stable, highly liquid investments with maturities of
three months or less.
  F-7
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 Property
and Equipment
 
 Property
and equipment are stated at cost. Major renewals and improvements are charged to
the asset accounts while replacements, maintenance, and repairs, which do not
improve or extend the lives of the respective assets, are expensed. At the time
property and equipment are retired or otherwise disposed of, the asset and
related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.
 
 The
Company depreciates its property and equipment under the straight-line method as
follows:
  Furniture
                      5
      yearsOffice
      equipment
                      5
      yearsMachinery
      and equipment
                      5
      yearsLeasehold
      improvements
                      10
      years
 
 Depreciation
expense charged to operations was $0 and $3,570 in fiscal years ended October
31, 2009 and 2008, respectively.
 
 Revenue
Recognition
 
 Sales are
recorded at the time title passes to the customer, which, based on shipping
terms, generally occurs when the product is shipped to the customer. Based on
prior experience, the Company reasonably estimates its sales returns and
warranty reserves and are recorded when such reserve estimates are required. Due
to lack of sales, there currently are no such reserves recorded for sales
returns or warranty reserves. Sales are presented net of discounts and
allowances.
 
 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. Stock-based compensation expense recognized under ASC
718-10 for the years ended October 31and 2008 was $518 and $23,500,
respectively.
 
 Stock Split
 
 On
November 20, 2008, the Company effectuated a 1-for-1,000 reverse stock
split.  All shares, options and warrants have been adjusted to reflect
the split retroactively.
 
 Net
Loss Per Share
 
 Basic and
diluted earnings (loss) per share amounts are computed based on net income
(loss) divided by the weighted average number of common shares
outstanding.  Common stock equivalents attributed to the shares issuable
upon conversion of the outstanding convertible debt (approximately 1,396,487,055
and 1,041,883,000 shares as of October 31, 2009 and 2008) and warrants (0 and
2,750 shares as of October 31, 2009 and 2008) and have not been included in the
EPS calculation as their inclusion would be anti-dilutive.
 
 Accounting
Estimates
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with generally accepted accounting principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were used.
  F-8
 BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 Recent
Accounting Pronouncements
 
 New Accounting Requirements
and Disclosures
 
 Accounting Standards Codification
and GAAP Hierarchy —Effective for interim and annual periods
ending after September 15, 2009, the Accounting Standards Codification and
related disclosure requirements issued by the FASB became the single official
source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP, without
change, by consolidating the numerous, predecessor accounting standards and
requirements into logically organized topics. All other literature not included
in the ASC is non-authoritative. We adopted the ASC as of September 30, 2009,
which did not have any impact on our results of operations, financial condition
or cash flows as it does not represent new accounting literature or
requirements.  All references to pre-codified U.S. GAAP have been
removed from this Form 10Q.
 
 Determining Fair Value in Inactive
Markets — Effective for interim and annual periods beginning
after June 15, 2009, GAAP established new accounting standards for determining
fair value when the volume and level of activity for the asset or liability have
significantly decreased and the identifying transactions are not orderly. The
new standards apply to all fair value measurements when appropriate. Among other
things, the new standards:
 
 •
              affirm that the objective of fair
      value, when the market for an asset is not active, is the price that would
      be received in a sale of the asset in an orderly
      transaction;
 
 •
              clarify certain factors and
      provide additional factors for determining whether there has been a
      significant decrease in market activity for an asset when the market for
      that asset is not active;
 
 •
              provide that a transaction for an
      asset or liability may not be presumed to be distressed (not orderly)
      simply because there has been a significant decrease in the volume and
      level of activity for the asset or liability, rather, a company must
      determine whether a transaction is not orderly based on the weight of the
      evidence, and provide a non-exclusive list of the evidence that may
      indicate that a transaction is not orderly;
  and
 
 •
              require disclosure in interim and
      annual periods of the inputs and valuation techniques used to measure fair
      value and any change in valuation technique (and the related inputs)
      resulting from the application of the standard, including quantification
      of its effects, if
practicable.
 
 These new
accounting standards must be applied prospectively and retrospective application
is not permitted. See Note K for disclosure of our fair value
measurements.
 
 Financial
Instruments — Effective for interim and annual periods ending
after June 15, 2009, GAAP established new disclosure requirements for the
fair value of financial instruments in both interim and annual financial
statements. Previously, the disclosure was only required annually. We adopted
the new requirements as of September 30, 2009, which resulted in no change to
our accounting policies, and had no effect on our results of operations, cash
flows or financial position, but did result in the addition of interim
disclosure of the fair values of our financial instruments. See Note 4 for
disclosure of the fair value of our debt.
 
 Subsequent
Events — Effective for interim and annual periods ending after
June 15, 2009, GAAP established general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The new
requirements do not change the accounting for subsequent events; however, they
do require disclosure, on a prospective basis, of the date an entity has
evaluated subsequent events. We adopted these new requirements as of September
30, 2009, which had no impact on our results of operations, financial condition
or cash flows.
 
 Consolidation— Effective
for interim and annual periods beginning after November 15, 2009, with
earlier application prohibited, GAAP amends the current accounting standards for
determining which enterprise has a controlling financial interest in a VIE and
amends guidance for determining whether an entity is a VIE. The new standards
will also add reconsideration events for determining whether an entity is a VIE
and will require ongoing reassessment of which entity is determined to be the
VIE’s primary beneficiary as well as enhanced disclosures about the enterprise’s
involvement with a VIE. We are currently assessing the future impact these new
standards will have on our results of operations, financial position or cash
flows.
 
 Transfers and Servicing —
Effective for interim and annual periods beginning after November 15, 2009,
GAAP eliminates the concept of a qualifying special purpose entity, changes the
requirements for derecognizing financial assets and requires additional
disclosures. We are currently assessing the future impact these new standards
will have on our results of operations, financial position or cash
flows.
  F-9
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 NOTE
2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 Accrued
expenses are comprised of the following as of October 31, 2009 and
2008:
 
 October
      31, 2009
                    
                    
                    October
      31, 2008Accounts
      payable
                    
                    $
                    355,350
                    
                    
                    $
                    372,348Salaries
                    
                    
                    382,764
                    
                    
                    
                    298,298Interest
                    
                    
                    285,514
                    
                    
                    
                    208,305Legal
      costs
                    
                    
                    -
                    
                    
                    
                    100,000Payroll
      taxes
                    
                    
                    73,576
                    
                    
                    
                    59,669Other
                    
                    
                    15,277
                    
                    
                    
                    7,173Total
      accrued expenses
                    
                    $
                    1,112,481
                    
                    
                    $
                    1,045,793
 
 NOTE
3 – 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.
 
 On March
10, 2009, the noteholder 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, a $19,500 advance made to the Company in
April 2007 was exchanged for 195,000 shares issued in August 2009 and 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%.
 
 Expense of
$331,157 and income of $55,990 was recorded in the year ended October 31, 2009
and 2008, respectively, that is 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, 2009, two note holders held the Company’s notes payable and the
aggregate principal outstanding was $1,112,222. As of October 31, 2008, one note
holder held the Company’s notes payable and the aggregate principal outstanding
was $833,578.
  F-10
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 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
 
 As of
October 31, 2008, the Company had 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.  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 our 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 the
Company’s chief financial officer in consideration of accrued and unpaid salary
due her.  The Company deemed
the stated value of the Series A preferred stock to be $1.00 per
share.
 
 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 shares 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 our
issued and outstanding common stock.  The series B preferred stock do
not contain any voting, liquidation, dividend or preemptive rights.
 
 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.
 
 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, of which 89,078
were issued and outstanding.  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 2008, the following equity transactions occurred:
 
 The
Company issued 26,725 shares of common stock for services valued at $275,322, at
share prices ranging from $1.60 to $75 per share, which was at the then market
price of the trading stock of the Company.
 
 The
Company issued 10,000 shares of Series A preferred stock for services valued at
$10,000, at a share price of $1.00, which was deemed to be the then market price
of the stock.
 
 The
Company issued 16,000 shares of common stock for conversion of indebtedness
recorded at $106,560, at conversion prices ranging from $0.001 to $0.0245 per
share, pursuant to the terms of such debt agreement.
  F-11
 
 BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 NOTE
4 - EQUITY TRANSACTIONS (continued)
 
 During
fiscal 2009, the following equity transactions occurred:
 
 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.
 
 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
5).
 
 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, a $19,500 advance made to the Company in
April 2007 was exchanged for 195,000 shares issued in August 2009 and 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.
 
 As of
October 31, 2009, 26,617,197 shares of Company common stock were 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, 2009 and 2008 is as
follows:
 
 Warrants
                          
                          
                          Weighted Average
                            Exercise PriceOutstanding
                          
                          
                          Exercisable
                          
                          
                          Outstanding
                          
                          
                          ExercisableBalance
      - October 31, 2007
                          
                          
                          2,750
                          
                          
                          
                          2,750
                          
                          
                          $
                          800
                          
                          
                          $
                          800Granted
      Fiscal Year 2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Exercised
      Fiscal Year 2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Expired
      Fiscal Year 2008
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Balance
      - October 31, 2008
                          
                          
                          2,750
                          
                          
                          
                          2,750
                          
                          
                          
                          800
                          
                          
                          
                          800Granted
      Fiscal Year 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Exercised
      Fiscal Year 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Expired
      Fiscal Year 2009
                          
                          
                          (2,750
                          )
                          
                          
                          (2,750
                          )
                          
                          
                          (800
                          )
                          
                          
                          (800
                          )Balance
      - October 31, 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
  F-12
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 NOTE
4 - EQUITY TRANSACTIONS (continued)
 
 Stock
incentive plans
 
 On April
19, 2002, the Company adopted the Bio Solutions Manufacturing Inc. (formerly
Single Source Financial Services Corporation) 2002 Omnibus Securities Plan (the
“2002 Plan”). Under the plan, the Company may grant options or issue stock to
selected employees, directors, and consultants for up to 30,000 shares. The
exercise price of each option is at the discretion of the Board of Directors but
can not 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, 2009, the total
authorization is 3,030,000 shares, 2,540 shares have been issued under the 2002
Plan 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 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, 2009, 6,000 shares have been issued under the 2006 Plan and no
options have been granted.
 
 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 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, 2009, 9,960 shares have been issued under the 2007 Plan and no
options have been granted.
  On
October 30, 2007, the Company agreed to grant each officer, subject to the
Company having achieved specified annual revenue targets, an option award of
shares of our common stock with exercise prices ranging from $170 to $2,000 per
share, which options vest upon the attainment of the specified annual revenue
targets ranging from $3,000,000 to $60,000,000. No options have been issued as a
result of the minimum annual revenue target not having been
achieved.
 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, 2009, 2,740 shares have been 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, 2009, 144,535 shares have been issued under the
California 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
will vest based on the number of gallons of bio-diesel alternative fuel that is
converted by the Company’s bio-converter from sites introduced directly or
indirectly by the consultant. As the vesting of these options are uncertain, the
Company cannot value such options until a portion or all of such options have
vested based on the achievement of the milestones. A summary of the non-plan
option activity of for the year ended October 31, 2009 is as
follows:
  Stock Options
                                
                                
                                Weighted Average
                                  Exercise PriceOutstanding
                                
                                
                                Exercisable
                                
                                
                                Outstanding
                                
                                
                                ExercisableBalance
      - October 31, 2007
                                
                                
                                4,000
                                
                                
                                
                                -
                                
                                
                                $
                                300
                                
                                
                                
                                -Granted
      Fiscal Year 2007
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Exercised
      Fiscal Year 2007
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Expired
      Fiscal Year 2007
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -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
                                
                                
                                $
                                -
  F-13
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 NOTE
4 - EQUITY TRANSACTIONS (continued)
 
 Stock
incentive plans
 
 The
following table summarizes information about options outstanding and exercisable
at October 31, 2009:
  Number
                            Outstanding
                          
                          Weighted-
                            Average
                            Remaining
                            Life in
                            Years
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          Number
                            ExercisableRange
      of exercise prices:$300.00
                          
                          
                          4,000
                          
                          
                          
                          0.10
                          
                          
                          $
                          300
                          
                          
                          
                          -
 
 NOTE
5 - INCOME TAXES
 
 The
provisions for income taxes for the year ended October 31, 2009 and 2008
consisted of the following:
 
 2009
                            
                            
                            2008Provision
      benefit for income taxesat
      statutory federal rate
                            
                            $
                            (340,000
                            )
                            
                            $
                            (220,000
                            )Permanent
      timing differences
                            
                            
                            158,000
                            
                            
                            
                            82,000Valuation
      allowance change
                            
                            
                            182,000
                            
                            
                            
                            138,000Net
      Income Tax Provision
                            
                            $
                            -
                            
                            
                            $
                            -
 
 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, 2009
                          
                          
                          October 31, 2008Federal
      income taxes at statutory rate
                          
                          
                          (34
                          )%
                          
                          
                          (34
                          )%State
      tax rate, net of federal income tax
                          
                          
                          (3
                          )
                          
                          
                          (3
                          )Permanent
      difference
                          
                          
                          17
                          
                          
                          
                          14Valuation
      allowance
                          
                          
                          20
                          
                          
                          
                          23Effective
      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, 2009, the Company has unused net operating losses of approximately
$5,000,000 (which will begin expiring in 2019 through 2029) 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.
  F-14
  BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 NOTE
6 - RELATED PARTY TRANSACTIONS
 
 During
2009 and 2008, there were 1,100 and 5,950 shares of common stock issued,
respectively, 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.
 
 During
2008, the Company issued 10,000 shares of Series A preferred stock to its chief
financial officer in satisfaction of $10,000 in salary owed.
 
 As of
October 31, 2008, the Company was obligated to repay a $19,500 advance made by a
shareholder in April 2007.  In August 2009, the $19,500 advance was
exchanged for 195,000 shares and 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.
 
 NOTE
7 - COMMITMENTS AND CONTINGENCIES
 
 Operating
Leases
 
 BESI
leased an office facility under a one-year non-cancelable operating lease at a
rate of $2,210 per month that expired in September 2008. Net rent expense for
the years ended October 31, 2009 and 2008 was $2,100 and $22,634,
respectively.
 
 Payroll
Taxes
 
 At
October 31, 2009 and 2008, the Company is delinquent with remitting payroll
taxes of approximately $73,576 and $59,669, respectively, including estimated
penalties and interest. The Company has recorded thedelinquent
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
 
 The
Company has employment agreements with the Company’s President and Chief
Financial Officer. Each agreement is for an initial term of three years and
provides for annual base salary during the term of the agreement of $75,000 and
$54,000, respectively, provided, however, that 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. The Company has agreed to grant each officer options to purchase 4,000
shares of our 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. In fiscal 2007, both officers were awarded a one-time bonus of $75,000
and $54,000, respectively, which bonuses are currently accrued but have not been
paid.
 
 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.
 
 Legal
matters
 
 On
November 27, 2007, Martin Becker (“Becker”) commenced an action against the
Company in the Superior Court of California, County of Los Angeles, for breach
of contract, common counts, and indemnity, seeking approximately $92,000 in
damages, as well as interest, fees, and costs. The complaint alleges that the
Company breached a certain Reorganization and Stock Purchase Agreement dated on
or about February 1, 2004 by failing to indemnify Becker as required under said
agreement.  Pursuant to a Settlement Agreement and General Release dated
April 30, 2009, the Company issued 92,000 shares of Series B preferred stock
having a stated value of $1.00 and a market based conversion price and the
Company received a general release of all claims asserted by the parties in the
Becker litigation.
  F-15
 
 BIO
SOLUTIONS MANUFACTURING, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Years
Ended October 31, 2009 and 2008
 
 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.
 
 The
following table sets forth the Company’s short investments as of October 31,
2009, which are measured at fair value on a recurring basis by level within the
fair value hierarchy.  The table is classified based on the lowest
level of input that is significant to the fair value measurement:
 
 At
October 31, 2009, the carrying amounts of the notes payable approximate fair
value because all of the notes have been classified to current
maturity.
  Quoted
                                Prices
      in
                                Active
                                Markets
      for
                                Identical
                                Instruments
                                Level
      1
                              
                              
                              Significant
                                Other
                                Observable
                                Inputs
                                Level
      2
                              
                              
                              Significant
                                Unobservable
                                Inputs
                                Level
      3
                              
                              
                              Assets
      at
                                Fair
      ValueLiabilities:Convertible
      notes payable
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              (1,112,222
                              )
                              
                              $
                              (1,112,222
                              )
  NOTE
9 – SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events through March 1, 2010, and has
determined that there were no subsequent events to recognize or disclose in the
financial statements.


F-16


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 David Bennett, the Company’s President
and Chief Executive Officer (“CEO”) and Pat Spreitzer, the Company’s Chief
Financial Officer, Secretary and Treasurer (“CFO”) of the effectiveness of the
Company's disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the year ended October 31, 2009. Based upon that
evaluation, the Company's CEO and CFO concluded that the Company's disclosure
controls and procedures are ineffective to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
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 the Company's CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
  Management’s
Report on Internal Control Over Financial Reporting
 
 As of
October 31, 2009, our CEO and CFO carried out an evaluation, of the
effectiveness of the design and operation of our system of disclosure controls
and procedures pursuant to Rule 13a-15(d) and 15d-15(d) promulgated under the
Exchange Act.  Based on this evaluation, our CEO and CFO concluded that our
controls and procedures were not effective in ensuring that information required
to be disclosed by us in our periodic reports is recorded, processed, summarized
and reported, within the time periods specified for each report and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
 
 During
the course of the preparation of our October 31, 2009 financial statements, we
identified certain material weaknesses relating to our internal controls and
procedures within the areas of accounting for equity transactions, document
control, account analysis and reconciliation and timely preparation of financial
statements.  Some of these internal control deficiencies may also
constitute deficiencies in our disclosure controls.


23




In
addition, we have a limited number of employees and are not able to have proper
segregation of duties based on the cost of hiring additional employees solely to
address the segregation of duties issue. We determined the risks associated with
the lack of segregation of duties are insignificant based on the close
involvement of management in day-to-day operations (i.e. tone at the top,
corporate governance, officer oversight and involvement with daily activities,
and other company level controls).  We limited resources available and
the limited amount of transactions and activities allow for compensating
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.
 
 In
addition, our CEO and CFO have determined that no change in our internal control
over financial reporting occurred during the fourth quarter of our fiscal year
ended October 31, 2009 that has materially affected, or is (as that term is
defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of
1934) reasonably likely to materially affect, our internal control over
financial reporting.
 
 Our CEO
and CFO are 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.
  The
Company is required to be in compliance with the certification requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control for
the year ending October 31, 2010.  The Company has experienced severe
cash flow problems and, as a result, has not had the resources to address fully
the certification requirements of Section 404 of the Sarbanes-Oxley Act of
2002.  While management is working on a plan, no assurance can be made
at this point that the implementation of such controls and procedures will be
completed in a timely manner or that they will be adequate once
implemented.  Failure to develop adequate internal control and hiring
of qualified accounting personnel may result in a “material weakness” in the
Company’s internal control relating to the above activities.
 
 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;


●
            Centralized control of cash
      disbursements;


●
            Procedures established and
      personnel assigned to reconcile key accounts on a timely basis;
      and


●
            Control function added to review
      reconciliations.●
            Procedures
      established to develop financial statements on a timely basis with
      relevant disclosures.




Changes
in Internal Control Over Financial Reporting


No
changes in the Company's internal control over financial reporting have come to
management's attention during the Company's last fiscal quarter that have
materially affected, or are likely to materially affect, the Company's internal
control over financial reporting.


ITEM
9B.  OTHER INFORMATION.




None.






PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





Executive
Officer and Directors





Our
executive officers and directors, the positions held by them, and their ages are
as follows:





Name
            
            Age
            
            PositionDavid
      S. Bennett
            
            70
            
            Chairman
      of the Board of Directors, President, and Chief Executive
      OfficerPatricia
      M. Spreitzer
            
            54
            
            Chief
      Financial Officer, Secretary, Treasurer, and
  Director




24




David S.
Bennett has been a director of Bio Solutions Manufacturing, Inc. and its
President and Chief Executive Officer since May, 2005.  Mr.
Bennett has over 25 years experience in direct sales and channel partnerships,
including IBM, Oracle, and Sun Microsystems.  Most recently, he has
acted as senior business development consultant for a number of specialty
start-up firms.  He was Vice President and Head of North American
Sales for OM Technology, Inc., a European firm.  He has generated over
$50 million in software license revenues from treasury and derivative
applications from over 30 banks and major financial
institutions.  From 1991 through 1997, as Head of Sales for TCAM, a
North American firm specializing in order management and equities trading, Mr.
Bennett brought the firm into the top 5% of software firms in the United States,
based upon both license and service bureau revenue streams.  He has
both graduate and post graduate degrees in Economics and Education from
Southampton University, U.K.  Mr. Bennett is qualified to serve on the
Company’s board of directors based on his knowledge of the business and the
Company’s history through his role as an officer of the
Company.


Patricia M.
Spreitzer has been a director of Bio Solutions Manufacturing, Inc. since
March 2004 and its Chief Financial Officer, Secretary and Treasurer since
November 2004.  During the period from 2001 through 2003, Ms.
Spreitzer had been employed as the assistant project controller for a publicly
owned international general contractor.  Prior and subsequent to such
employment, she was an office manager responsible for all administrative
functions including accounts receivable and accounts payable and payroll. Ms.
Spreitzer  is qualified to serve on the Company’s board of directors based
on her knowledge of the business and the Company’s history through her role
as an officer of the Company.





Board
of Directors, Board Meetings and Committees





Our board
of directors held no formal meetings during the most recently completed fiscal
year. All proceedings of the board of directors were conducted by resolutions
consented to in writing by all the directors and filed with the minutes of the
proceedings of the directors. Such resolutions consented to in writing by the
directors entitled to vote on that resolution at a meeting of the directors are,
according to the corporate laws of the State of New York and our bylaws, as
valid and effective as if they had been passed at a meeting of the directors
duly called and held.





The Board
of Directors has a standing Compensation Committee.  We do not have
either an audit committee or a nominating committee.  It is the view
of the board of directors that it is appropriate to not have any of these
committees since they are not required to maintain its listing on the OTC
Bulletin Board, since it only has two directors who would serve to act as the
committee in any event, and due to the additional and unnecessary costs
associated with administering the committees.





The
members of the Compensation Committee are David S. Bennett and Patricia M.
Spreitzer, neither of whom is “independent” under any known listing
standards.  The basic responsibility of the Compensation Committee is
to review the performance and development of our management in achieving
corporate goals and objectives and to assure that our senior executives are
compensated effectively in a manner consistent with our strategy, competitive
practice, and the requirements of the appropriate regulatory
bodies.  Toward that end, the Committee oversees, reviews, and
administers all compensation, equity, and employee benefit plans and
programs.




In
carrying out its purpose, the Committee will have the following responsibilities
and duties:





·
            Review annually and approve our
      compensation strategy to ensure that our employees are rewarded
      appropriately for their contributions to our growth and
      profitability.





·
            Review annually and approve
      corporate goals and objectives relevant to executive compensation and
      evaluate performance in light of those
  goals.





·
            Review annually and determine the
      individual elements of total compensation for the Chief Executive Officer
      and all other officers, and communicate to stockholders the factors and
      criteria on which the Chief Executive Officer and all other executive
      officers’ compensation for the last year was
  based.





·
            Approve all special perquisites,
      special cash payments, and other special compensation and benefit
      arrangements for our
officers.





·
            Review and recommend compensation
      for non-employee members of the board, including but not limited to the
      following elements:  retainer, meeting fees, committee fees,
      committee chair fees, equity or stock compensation, benefits, and
      perquisites.





·
            With sole and exclusive
      authority, make and approve stock option grants and other discretionary
      awards under our stock option or other equity incentive plans to all
      persons who are board members or
  officers.





·
            Grant stock options and other
      discretionary awards under our stock option or other equity incentive
      plans to all other eligible individuals in our
    service.





·
            Amend the provisions of our stock
      option or other equity incentive plans, to the extent authorized by the
      board, and make recommendations to the board with respect to incentive
      compensation and equity-based
plans.





·
            Oversee and periodically review
      the operation of all of our employee benefit plans, including, but not
      limited to, our stock option and other equity incentive
      plans.  Responsibility for day-to-day administration, including
      the preparation and filing of all government reports and the preparation
      and delivery of all required employee materials and communications, will
      be performed by our
personnel.


25


·
              Ensure
      that the annual incentive compensation plan is administered in a manner
      consistent with our compensation strategy and the terms of such plan,
      including but not limited to the following:  participation,
      target annual incentive awards, corporate financial goals, actual awards
      paid to officers, total funds reserved for payment under the plan, and
      potential qualification under IRS Code Section
  162(m).
 
 ·
              Review
      matters related to management performance, compensation, and succession
      planning (including periodic review and approval of Chief Executive
      Officer and other officer succession planning) and executive development
      for executive staff.
 
 ·
              Approve
      separation packages and severance benefits for officers to the extent that
      the packages are outside the ordinary plan
  limits.
 
 ·
              Have
      full access to our executives and personnel as necessary to carry out its
      responsibilities.
 
 ·
              Obtain
      such data or other resources as it deems necessary to perform its duties,
      including, but not limited to, obtaining external consultant reports or
      published salary surveys, and engaging independent compensation
      consultants and other professionals to assist in the design, formulation,
      analysis, and implementation of compensation programs for our officers and
      other key employees.
 
 ·
              Have
      responsibility for the review and approval of all reports and summaries of
      compensation policies and decisions as may be appropriate for operational
      purposes or as may be required under applicable
  law.
 
 ·
              Perform
      any other activities consistent with the Compensation Committee charter,
      our bylaws, and governing law as the Committee or the board deems
      necessary or appropriate.
 
 ·
              Review
      the Committee Charter from time to time and recommend any changes to the
      board.
 
 ·
              Report
      to the Board on the major items covered at each Committee
      meeting.
 
 During
the last fiscal year, there were two meetings of the
Compensation Committee.
 
 We do not
have any defined policy or procedure requirements for stockholders to submit
recommendations or nominations for directors.  Our board of directors
believes that, given the early stages of our development, a specific nominating
policy would be premature and of little assistance until our business operations
develop to a more advanced level.  We do not currently have any
specific or minimum criteria for the election of nominees to our board of
directors and we do not have any specific process or procedure for evaluating
such nominees.  Our board of directors assesses all candidates,
whether submitted by management or stockholders, and makes recommendations for
election or appointment.
 
 A
stockholder who wishes to communicate with our board of directors may do so by
directing a written request to our Company addressed to our Chief Executive
Officer.  We intend to hold annual meetings of stockholders during the
summer season, at which meetings our directors will be up for
re-election.  We currently do not have a policy regarding the
attendance of board members at the annual meeting of stockholders.
 
 Family
Relationships
  There are
no family relationships between or among any of the current directors, executive
officers or persons nominated or charged by the Company to become directors or
executive officers.
  Involvement
in Certain Legal Proceedings
 
 None of
our directors or executive officers has, during the past ten years:
 
 ·
              been
      convicted in a criminal proceeding or been subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offences);
 
 ·
              had
      any bankruptcy petition filed by or against any business of which he was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two years prior to that
time;
  26
  ·
              been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities; or
 
 ·
              been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.
 
 Director
Independence
  Our
board of directors has determined that currently none of it
members qualify as “independent” as the term is used in Item 407 of
Regulation S-B as promulgated by the SEC and in the listing standards of The
Nasdaq Stock Market, Inc. - Marketplace Rule 4200. The chairman of the
board is also an officer of the Company. The Company plans to appoint an outside
director as chairman in the future.
  Section
16(a) Beneficial Ownership Reporting Compliance
  Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the period ended
October 31, 2009, no Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis.
 
 Code
of Ethics
 
 We have
adopted a code of ethics that applies to the principal executive officer and
principal financial and accounting officer.  We will provide to any
person without charge, upon request, a copy of our code of
ethics.  Requests may be directed to our principal executive offices
at 9720 Heatherstone River Court, Townhouse 1, Estero, FL 33928.
 
 ITEM
11. EXECUTIVE COMPENSATION
 
 Summary
Compensation Table—Fiscal 2009 and 2008
 
 The table
below summarizes the total compensation paid or awarded to each of the Named
Executive Officers for Fiscal years 2009, 2008 and 2007.
  Name
      and Principal Position
              
              Year
              
              Salary ($)
              
              
              Bonus
      ($)
              
              
              Stock
                Awards
      ($)
              
              
              Option
                Awards ($)(3)
              
              
              All
      Other
                Compensation ($)
              
              
              Total
      ($)David
      S. Bennett
              
              2009
              
              $
              75,000
              (1)
              
              
              -0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              
              -0-
              
              
              $
              75,000Chairman,
      President and
              
              2008
              
              
              75,000
              (1)
              
              
              -0-
              
              
              
              4,500
              (2)
              
              
              -0-
              
              
              
              -0-
              
              
              
              103,500Chief
      Executive Officer
              
              2007
              
              
              -0-
              
              
              $
              75,000
              (4)
              
              
              48,750
              (5)(6)(7)
              
              
              -0-
              
              
              
              -0-
              
              
              
              123,750Patricia
      M. Spreitzer
              
              2009
              
              $
              54,000
              (8)
              
              
              -0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              
              -0-
              
              
              $
              54,000Chief
      Financial Officer, Secretary
              
              2008
              
              
              54,000
              (8)
              
              
              -0-
              
              
              
              14,500
              (2)(9)
              
              
              -0-
              
              
              
              -0-
              
              
              
              92,500and
      Treasurer
              
              2007
              
              
              -0-
              
              
              $
              54,000
              (4)
              
              
              48,750
              (5)(6)(7)
              
              
              -0-
              
              
              
              -0-
              
              
              
              102,750
  27
  (1)
                $75,000 and $70,000 of this
      amount was accrued as salary but not paid for 2009 and 2008,
      respectively.
 (2)
                Received 450 shares of common
      stock in lieu of $4,500 in salary.  In addition, each officer’s
      employment agreement provides for a stock grant of 250 shares in Fiscal
      2008, but this amount has not been
paid.
 (3)
                On October 30, 2007, the Company
      agreed to grant each officer, subject to the Company having achieved
      specified annual revenue target, an option award of 4,000 with
      exercise prices ranging from $170 to $2,000.  The granting of
      the options is subject to the Company’s adoption of a stock option plan
      for such purpose, which plan was adopted on April 22, 2008.  Our
      stock price was $6 on April 22, 2008. The $3,000,000 minimum annual
      revenue targets required to trigger an option issuance was not achieved
      for 2007, 2008 and 2009, therefore no options were
      issued.
 (4)
                Each officer received a one time
      bonuses to reflect payment equal to such employee’s annual salary for
      services rendered in fiscal year 2007.  These bonuses have been
      accrued, but not paid
 (5)
                In October 2007, each officer
      received a stock award of 200 shares under the terms of its employment
      agreement.  On the date of grant, the market value of our common
      stock was $120.
 (6)
                In January 2007, each officer
      received a stock award of 100 shares for services rendered as an
      officer.  On the date of thee grant of the stock award, the
      market value of our common stock was
  $165.
 (7)
                In January 2007, each director
      received a stock award of 50 shares for services rendered as a
      director.  On the date of thee grant of the stock award, the
      market value of our common stock was
  $165.
 
 (8)
                $48,000 of this amount was
      accrued as salary but not paid for 2009 and 2008,
      respectively.
 (9)
                Received 10,000 shares of Series
      A preferred stock in lieu of $10,000 in
  salary.
 
 Grants
of Plan-Based Awards
 
 The
following table sets forth information concerning the number of shares of common
stock underlying restricted stock awards and stock options granted to the Named
Executive Officers in Fiscal 2009.
  Name
                              
                              
                              
                              Approval
                                Date
                              
                              
                              Estimated
                                Future
                                Payouts
                                Under Non-
                                Equity
                                Incentive
                                Plan Awards
                              
                              
                              Estimated
                                Future
                                Payouts
                                Under
                                Equity
                                Incentive
                                Plan Awards
                              
                              
                              All
      Other
                                Stock
                                Awards:
                              
                              
                              All
      Other
                                Option
                                Awards:
                              
                              
                              Exercise or
                                Base
      Price
                                of
      Option
                                Awards
                                ($/Sh)
                              
                              
                              Grant Date
                                Fair Value
                                of Stock and
                                Option
                                Awards(1)Grant Date
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              Numberof
                                Shares of
                                Stock or
                                Units (#)
                              
                              
                              Number of
                                Securities
                                Underlying
                                Options (#)David
      S. Bennett
                              
                              -
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Patricia
      M. Spreitzer
                              
                              -
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
 (1)
                Represents
      the grant date fair value of each equity award calculated in accordance
      with FAS 123R.
 28
  Outstanding
Equity Awards at Fiscal Year-End
  The
following table sets forth all outstanding equity awards made to each of the
Named Executive Officers that are outstanding at the end of Fiscal
2009.
 Option Awards (1)
                          
                          
                          Stock AwardsName
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Exercisable
                          
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Unexercisable
                          
                          
                          Option Exercise
                            Price ($)
                          
                          
                          Option
                            Expiration Date
                          
                          
                          Number of
                            Shares
                            or Units
                            of Stock That
                            Have Not
                            Vested (#)
                          
                          
                          Market Value
                            of Shares or
                            Units of Stock
                            That Have Not
                            VestedDavid
      S.Bennett
                          
                          
                          0
                          
                          
                          0
                          
                          
                          
                          -
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          -Patricia
      M. Spreitzer
                          
                          0
                          
                          
                          0
                          
                          
                          
                          -
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
 (1)
                  On
      October 30, 2007, the Company agreed to grant each officer, subject to
      the Company having achieved specified annual revenue targets, an
      option award of 4,000 shares of our common stock with exercise prices
      ranging from $170 to $2,000, which options would vest upon the attainment
      of certain gross revenue targets ranging from $3,000,000 to $60,000,000.
      The granting of the options was subject to the Company’s adoption of a
      stock option plan for such purpose, which plan was established on April
      22, 2008. The $3,000,000 minimum annual revenue target required to trigger
      an option issuance was not achieved for 2009, therefore no options were
      issued.
 
 29
  Option
Exercises and Stock Vested
 
 No stock
options vested or were exercised by any Named Executive Officers in Fiscal
2009.
 
 Employment
Agreements
  The
Company has employment agreements with the Company’s President and Chief
Financial Officer. Each agreement is for an initial term of three years and
provides for annual base salary during the term of the agreement of $75,000 and
$54,000, respectively, provided, however, that 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. The Company has agreed to grant each officer options to purchase 4,000
shares of our 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. In fiscal 2007, both officers were awarded a one-time bonus of $75,000
and $54,000, respectively, which bonuses are currently accrued but have not been
paid.
 
 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.
  Potential
Payments upon Termination
 
 The
following table sets forth quantitative information with respect to potential
payments to be made to each of the Named Executive Officers upon termination in
various circumstances. The potential payments are based on each of the Named
Executive Officer’s Employment Agreement discussed above. For a more detailed
description of the Employment Agreement, see the “Employment Agreements” section
above.
  Name
                              
                              During Initial
                                Term(1)
                              
                              
                              After Initial Term(2)David
      S. BennettBase
      Salary/Severance (3)
                              
                              $
                              75,000
                              
                              
                              $
                              37,500Stock
      Options
                              
                              
                              (4
                              )
                              
                              
                              (4
                              )Patricia
      M. SpreitzerBase
      Salary/Severance (5)
                              
                              $
                              54,000
                              
                              
                              $
                              27,000Stock
      Options
                              
                              
                              (4
                              )
                              
                              
                              (4
                              )
 
 (1)
                Payment due if executive resigns
      with “good reason”  or if the Company terminates executive’s
      employment without cause or if such executive’s employment is terminated
      due to death or
disability.
 
 (2)
                Payment due if the Company
      terminates such executive’s employment without cause or if such
      executive’s employment is terminated due to
    disability.
 (3)
                  Based upon current base salary of
      $75,000; provided, however, that Mr. Bennett’s base salary increases to
      $150,000 upon closing of a private placement of the Company’s debt and/or
      equity securities resulting in gross proceeds to the Company of at least
      $4,000,000.
  30
  (4)
                Executive is entitled to all
      Options which would have accrued during the “severance period” defined
      under footnotes (1) and (2)
above.
 
 (5)
                Based upon current base salary of
      $54,000; provided, however, that Ms. Spreitzer’s base salary increases to
      (i)  $84,000 upon closing of a private placement of the
      Company’s debt and/or equity securities resulting in gross proceeds to the
      Company of at least $4,000,000 and (ii) $100,000 upon satisfaction of (i)
      and provided that Ms. Spreitzer devotes 100% of her time to the
      Company.
 
 Compensation
of Directors
 
 Our
directors did not receive any compensation for their services as a director in
2009. 
All directors are entitled to reimbursement for reasonable out-of-pocket
expenses in attending board of directors meetings and for promoting our
business.
  ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of January 9, 2010 by the following
persons:
  ·
              each person who is known to be
      the beneficial owner of more than five percent (5%) of our issued and
      outstanding shares of common
stock;
 
 ·
              each of our directors and
      executive officers; and
 
 ·
              all of our directors and
      executive officers as a
group.
 
 Name And
                    Address (1)
                  
                  Number Of
                    Common
                    Shares
                    Beneficially
                    Owned
                  
                  
                  Percentage
                    Owned (2)
                  
                  
                  Number Of
                    SeriesA
                    Preferred
                    Shares
                    Beneficially
                    Owned
                  
                  
                  Percentage
                    Owned(2)
                  
                  
                  Percentage of
                    Total Voting
                    Power (3)David
      S. Bennett
                  
                  
                  785
                  
                  
                  
                  *
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  *Patricia
      M. Spreitzer
                  
                  
                  1,000
                  
                  
                  
                  *
                  
                  
                  
                  10,000
                  
                  
                  
                  100
                  %
                  
                  
                  99.9
                  %All
      directors and officers as a group (2 persons)
                  
                  
                  1,785
                  
                  
                  
                  *
                  
                  
                  
                  10,000
                  
                  
                  
                  100
                  %
                  
                  
                  99.9
                  %
  *Less
than 1%
 (1)
                Unless otherwise noted, the
      address is c/o Bio Solutions Manufacturing, Inc., 9720 Heatherstone River
      Court, Townhouse 1, Estero, FL
33928.
 (2)
                Based on 26,616,097 common shares
      and 10,000 series A preferred shares issued and outstanding on February
      12, 2010.
 (3)
                Holders of our common stock are
      entitled to one vote per share, for a total of 26,616,097 votes. Holders
      of our series A preferred stock are 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 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.  Our convertible
      notes currently convert into 1,396,487,000 shares of common
      stock.  Accordingly the series A preferred are entitled to a
      total of 2,792,974,000
votes.
  31
  Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.  The number of shares and the percentage beneficially owned by
each individual listed above include shares that are subject to options held by
that individual that are immediately exercisable or exercisable within 60 days
from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
 Other
than the transactions, we have not been a party to any transaction, proposed
transaction, or series of transactions in which the amount involved exceeds the
lesser of $120,000 or one percent of our average total assets for the last three
fiscal years, and in which, to our knowledge, any of our directors, officers,
five percent beneficial security holder, or any member of the immediate family
of the foregoing persons has had or will have a direct or indirect material
interest:
 
 On
October 30, 2007, we entered into an agreement with Peter Chapin, the then
President of BESI, under which we agreed to issue him 250 shares of common stock
as additional consideration for his indirect sale of the business of BESI to us
and for his assistance in connection with the settlement of the BESI
litigation.  In addition, we agreed to issue an additional 500 shares
in connection therewith upon the earlier of April 30, 2008 or the satisfaction
of certain performance criteria.
 
 On
November 21, 2007, the then President of BESI paid $16,115.72 to the BSFC
Parties, which constituted full and final satisfaction of the $25,000 limited
recourse promissory note.  As a result, we became liable on the full
recourse guarantee in the amount of $8,884.28.  On December 12, 2007,
we paid $7,958.00 of this amount as partial satisfaction of the full recourse
guarantee.  We currently owe $926.28 under the full recourse
guarantee.
 
 On
August 1, 2008, we issued 10,000 shares of Series A Preferred Stock to our CFO
and treasurer in satisfaction of $10,000 of accrued but unpaid
salary.
 
 Director
Independence
  For our
description of director independence, see “Director Independence” under the
section entitled “Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange Act”
above.
 
 ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
 Audit
Fees
 
 Sherb
& Co., LLP billed us $20,250 in fees for our 2009 annual audit and for
the review of our quarterly financial statements for 2009 and $27,500
in fees for our 2008 annual audit and for the review of our quarterly financial
statements for 2008.
 
 Audit-Related
Fees
 
 We did
not pay any fees to Sherb & Co., LLP for assurance and related services that
are not reported under Audit Fees above in 2009 or 2008.
 
 Tax
Fees
 
 We did
not pay any fees to Sherb & Co., LLP for tax compliance, tax advice or tax
planning in 2009 or 2008.
 
 All
Other Fees
 
 Pre-Approval
Policies and Procedures
 
 We have
implemented pre-approval policies and procedures related to the provision of
audit and non-audit services.  Under these procedures, our board of
directors pre-approves all services to be provided by Sherb & Co., LLP and
the estimated fees related to these services.
  32
  PART
IV
 
 ITEM
15.  EXHIBITS
 
 Exhibit No.
                    
                    Description2.1
                    
                    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.
  33
  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).21.1
                
                Subsidiaries
      of Bio Solutions Manufacturing, Inc., filed herewith.23.1
                
                Consent
      of Independent Public Accountants, Sherb & Co., LLP, filed
      herewith.31.1
                
                Certification
      of David S. Bennett pursuant to Rule 13a-14(a), filed
      herewith.31.2
                
                Certification
      of Patricia M. Spreitzer pursuant to Rule 13a-14(a), filed
      herewith.32.1
                
                Certification
      of David S. Bennett pursuant to 18 U.S.C Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.2
                
                Certification
      of Patricia M. Spreitzer pursuant to 18 U.S.C Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.
  34
  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.
 
 BIO
      SOLUTIONS MANUFACTURING, INC.By:
                  /s/ David S. BennettMarch
      5, 2010
                  David
      S. BennettPresident,
      Chief
      Executive Officer, and Chairman/s/ Pat SpreitzerPat Spreitzer
                    Chief
      Financial Officer, Secretary, Treasurer and
  Director
 
 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/ David S. Bennett
                  
                  Chief
      Executive Officer,President and
      Director
                  
                  March
      5, 2010David
      S. Bennett/s/ Patricia M. Spreitzer
                  
                  Chief
      Financial Officer, Secretary, Treasurer and Director
                  
                  March
      5, 2010Patricia
      M. Spreitzer
 
 35