**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**


(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, 2006**





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)





**New
                York**
            **16-1576984**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)




**4440
                Arville Street # 6**
              **Las
                Vegas, NV 89103**
              **________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




Registrant’s
      telephone number, including area code:   **(702)
      222-9532**




Securities
      registered pursuant to Section 12(b) of the Act:  **None**




Securities
      registered pursuant to Section 12(g) of the Act:  **$.0001
      par value common stock**









Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90 days.  Yes x No
o




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





Check
      whether the issuer is a shell company (as defined under Rule 12b-2 of the
      Exchange Act).




Yes
oNo
x





The
      issuer’s revenues for the most recent fiscal year will be disclosed by
      amendment.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $5,459,657 as of October
      31,
      2006. Shares of common stock held by each officer and director and by each
      person or group who owns 10% or more of the outstanding common stock have been
      excluded in that such persons or groups may be deemed to be affiliates. This
      determination of affiliate status is not a conclusive determination for any
      other purpose.





As
      of
      October 31, 2006, 36,835,037 shares of our common stock were issued and
      outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.








**PART
      I**





**Item
      1. Description of 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 New York corporation that was
      formed on September 19, 1994. Prior to the fourth quarter of 2000, the Company
      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, the Company operated under the name Single Source Financial Services
      Corporation (“SSFS”) and engaged in the electronic transaction processing
      business.





In
      March,
      2004, the Company 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. The Company
      changed its 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, the Company has 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 and convert it into B100 biodiesel fuel.





Our
      executive offices are located at 4440
      Arville Street # 6, Las Vegas, NV 89103 .
      Our
      telephone number is (702) 222-9532.




**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. Our products in our Cleaning Division are
      sold through Bio Solutions Franchise Corp. (“BSFC”), a sales and marketing
      company for environmental application products and an a significant shareholder
      of the Company.





**The
      Biodiesel Division**





With
      our
      recent 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 in fiscal
      2007. We do not anticipate that we will generate revenues in our biodiesel
      division until we have established plants which are operational.





**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.




1





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 believe that
      haulers will have incentive to deliver the brown trapped grease to us to avoid
      paying the “tipping” charges at waste disposal sites. 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





*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 tp 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.





***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.




2





*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.





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.




3





**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.





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. Biodiesel
      plants are operating or have been proposed in a total of at least 42 states.
      The
      National Biodiesel Board estimates that, as of November 14, 2006, there were
      eighty-seven biodiesel companies actively producing biodiesel in the United
      States, thirteen of which are planning to expand their operations to increase
      their annual production capacity. Additionally, sixty-five companies have plans
      to construct new biodiesel plants in the United States.





****** **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. The haulers are incentivized to deliver the brown
      trapped grease to us to avoid paying the “tipping” charges at waste disposal
      sites. Accordingly, if our plan is successful, we can recognize free inventory
      of brown trapped grease.





**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.





**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.




4





*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.





In
      2006,
      the RFS required the use of 4 billion gallons of renewable fuels. It is
      estimated that the ethanol industry alone produced nearly 5 billion gallons
      of
      ethanol in 2006. The National Biodiesel Board estimates that in 2006
      approximately 200 to 250 million gallons of biodiesel were produced in the
      United States. Since the production of biofuels in 2006 exceeded this 4 billion
      gallon requirement, the RFS will likely not increase demand for renewable fuels
      significantly, if at all. Further, since the renewable fuels industry is
      expanding rapidly, in both biodiesel and ethanol, there is no assurance that
      additional production of renewable fuels will not continually outstrip any
      additional demand for biodiesel that might be created by the RFS. If the RFS
      does not significantly increase demand compared to increases in supply, the
      RFS
      will likely not lead to an increase in the price at which we intend to sell
      our
      biodiesel.





*Biodiesel
      Tax Credit*


**


The
      American Jobs Creation Act of 2004 created the Volumetric Ethanol Excise Tax
      Credit (VEETC) for biodiesel of $1.00 per gallon for agri-biodiesel.
      Agri-biodiesel is fuel made solely from virgin crude vegetable oils and animal
      fats. This includes esters derived from crude vegetable oils, such as oils
      from
      corn, soybeans, sunflower seeds, cottonseeds, canola, crambo, rapeseeds,
      safflowers, flaxseeds, rice bran, and mustard seeds. The VEETC also provided
      for
      a tax credit of $0.50 per gallon for biodiesel made from non-virgin vegetable
      oil and animal fat sources. VEETC may be claimed in both taxable and nontaxable
      markets, including exempt fleet fuel programs and off-road diesel markets.
      The
      projected effect of VEETC will be to streamline the use of biodiesel and
      encourage petroleum blenders to blend biodiesel as far upstream as possible.
      VEETC also streamlines the tax refund system for below-the-rack blenders to
      allow a tax refund of the biodiesel tax credit on each gallon of biodiesel
      blended with diesel (dyed or undyed) to be paid within 20 days of blending.
      Below-the-rack blenders are blenders who market fuel that is for ground
      transportation engines and is not in the bulk transfer system. VEETC was
      originally set to expire in 2006, but was extended through December 31, 2008
      by
      the Energy Policy Act of 2005.





*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,
      2007 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.





5


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.





**The
      Cleaning Division**





**Products
      and Services - Cleaning Division**





The Company’s products in the cleaning division have a combination of microbes
      and enzymes specifically selected, adapted and mixed in laboratories. These
      microbes have been designed to digest animal and plant tissues, proteins and
      cellulose. The formulation of the products has been developed to digest the
      waste products effectively and in an environmentally safe and responsible
      manner. This is based on several years of research and development work.





As
      the
      microbes are activated by contact with moisture, they begin to break down
      targeted complex substances and convert them into simple, elemental substances.
      When the complex substances and compounds are digested and broken down into
      simpler elements, the odors associated with sulfides, ammonia, nitrates and
      others are reduced or eliminated and simpler elemental substances flow out
      in
      the effluents. These effluents will have acceptable levels of BOD (Biological
      Oxygen Demand), TSS (Total Suspended Solids), and FOG (Fats, Oil and Grease),
      which thus become harmless.





The
      Cleaning Division’s primary products are the following:




Product
            
            PurposeBP
                - 310
            
            Treatment
                of Grease Traps/Lift Stations, primarily enzymatic
                reactionsBP
                - 710
            
            Treatment
                of Grease Traps/Lift Stations, primarily microbial
                actionsBP
                - 910
            
            Treatment
                of Portable ToiletsBP
                - 101
            
            Specific
                for Higher Carbohydrate ComplexBO
                - 102
            
            Specific
                for Higher Fats and OilsBuffer
            
            Balancing
                pHBio
                - Care H2S
            
            Specific
                for Hydrogen Sulfide ReductionBio
                - Care G
            
            Liquefies
                Hard Grease/FatBio
                - Care Wheels
            
            Cleans
                Grease and Dirt off the Wheels of Trolleys inRestaurantsBio
                - Care H & S (Hood & Stack)
            
            Degreases
                Hoods and Stacks in RestaurantsBio
                - Catalyst
            
            Enhances
                Activity of BP - 310 and BP - 710Bio
                - Care Lift Station
            
            For
                Odor ControlBio
                - Deplugger (for Drain Lines)
            
            For
                Blocked Drain LinesBio
                - Care F (Floor Soap)
            
            Cleans
                Grease and Dirt off Hard SurfacesECT
                - 2000
            
            Waste
                Water DisinfectantBio
                - Care Carpet Cleaner
            
            Cleans
                carpets of all types by removing dirt, grease and
                stainsBio
                - Care Oil and Grease
              Spot
                Cleaner
            
            Cleans
                oil, grease, and dirt build-up on hard surfaces of parking lots,
                garage
                floors, sidewalks, etc.Bio
                - Care Glass Cleaner
            
            Cleans
                oil, grease, dirt and many other spots on all glass
                surfaces




6




**Manufacturing—Cleaning
      Division**





The
      Cleaning Division manufactures several biological products incorporating a
      combination of microbes and enzymes. These microbes have been selected, adapted,
      dried and mixed in the Company’s laboratories. The combinations have been
      designed to digest animal and plant tissues, proteins and cellulose. The
      formulations of the products have been developed to digest the waste products
      effectively and in an environmentally safe and responsible manner. This is
      based
      on several years of research and development work.





The
      Company’s products break down complex waste products into simple, elemental
      substances. Depending upon the nature and concentration of the pollutants and
      other variables encountered, such as pH, time and temperature, appropriate
      additives are introduced to successfully complete the bio-augmentation process.
      When the complex substances and compounds are digested and broken down into
      simpler elements, the noxious odors associated with sulfides, ammonia, nitrites
      and others are significantly reduced or eliminated and simpler elemental
      substances flow out in the effluents. Furthermore, the end product obtained
      by
      using the Company’s products on dairy and hog lagoons can be used as a soil
      fertilizer.





**Marketing,
      Sales and Distribution - Cleaning Division**




According
      to the research firm Environmental Business International, the overall
      environmental services industry grew at an annual rate of 2.7 percent in 1997
      to
      produce a total output of $186 billion. Approximately 117,000 U.S. companies
      are
      engaged in the business of environmental technologies of all kinds.





According
      to the research firm Business Communications Co., Inc., the market for
      wastewater bioremediation was $353 million in 1998 and was projected to grow
      to
      $374 million in 2001, an AAGR of 2.9%. The market for municipal solid waste
      management had a 1998 value of $237 million and was expected to be worth $262
      million in 2001, an AAGR of 5.1%. The conversion of waste-to-energy was a $66
      million sector of the bioremediation market in 1998 and was projected to account
      for $67 million in 2001, an AAGR of 0.8%.





The
      Company markets and sells its cleaning products through Bio Solutions Franchise
      Corp., an affiliate and significant stockholder of the Company. BSFC uses
      franchising as its distribution approach.





**U.S.
      Market for Environmental Services**





The
      Company operates in the environmental technology and services industry.
      According to the U.S. Industry and Trade Outlook 2000 published by the United
      States Department of Commerce, the environmental technologies and services
      industry includes air, water and soil pollution control, solid and toxic waste
      management, site remediation, engineering, design and consulting services,
      environmental monitoring; recycling, and industrial and clean process
      technology.





This
      industry has evolved in response to growing concern about the risks and costs
      of
      pollution and the enactment of pollution control legislation in the United
      States and around the world. The highly fragmented U.S. environmental industry
      is large and complex, consisting of both investor-owned and government entities
      that provide a range of services from small-scale consulting services to
      large-scale water utility operations.





According to Environmental Business International of San Diego, California,
      the
      industry grew at an annual rate of 2.7% in 1997 to produce a total output of
      $186 billion, up from $181 billion in 1996. The environmental sector’s customers
      range from individual consumers to locally regulated water utility monopolies
      and partnerships to major U.S. corporations. Approximately 117,000 U.S.
      companies are engaged in the business of environmental technologies, with 4,300
      of those firms exporting internationally, generating $18.2 billion in export
      revenues and creating a trade surplus of $9.1 billion in 1997.




7





The
      research firm of Environmental Business International breaks the industry down
      even further into fourteen (14) segments of business activity which are divided
      into three (3) broad categories: services, equipment, and resources. These
      environmental industry segments are classifications of types of businesses
      set
      out by the U.S. Standard Industry Classifications (SIC) system. Service revenues
      are those generated as fees paid for service, equipment revenues are sales
      of
      hardware, and resources are sales of materials, water or energy. The Cleaning
      Division primarily serves the “Remediation and Industrial Services” segment.
      This remediation segment in which the Cleaning Division operates is estimated
      to
      generate approximately $12 billion a year in revenue.





*The
      Bioremediation Sub-Sector*





According
      to the research firm Business Communications Co., Inc. (“BCC”), municipal water
      treatment has relied on the use of microorganisms for many decades. Without
      biological contractors, trickling filters, or various kinds of digesters, it
      would be prohibitively expensive to purify municipal and commercial wastewater.
      Nearly sixty-five percent (65%) of the municipal waste generated in the U.S.
      each year (mainly paper, yard and food wastes) are considered easily
      biodegradable and therefore amenable to biological treatment. Another sixteen
      percent (16%) (rubber, leather, and plastic wastes) are considered “potentially
      biodegradable.” That leaves only 19.2% (glass, metals, and miscellaneous) that
      are not potentially treatable with bioremediation. Currently, only about one
      percent (1%) of the total environmental management market is treated using
      bioremediation.





*Franchising
      Distribution Method*





The
      Cleaning Division markets its products through BSFC which uses franchising
      as
      its distribution approach. Franchising is a marketing technique, or method
      of
      doing business, whereby a parent company (franchisor) grants (via a franchise
      agreement) an individual outlet owner (franchisee) the right to market its
      product and services while using the parent’s name, reputation, and marketing
      techniques.





*Franchise
      and Sales Program*





BSFC
      markets and sells environmental products and services. The Company entered
      into
      a marketing agreement with BSFC under which BSFC markets and sells all of the
      Cleaning Division products on an exclusive basis.





The
      franchise program is designed to use the Company’s products for the treatment
      and prevention of the following:





A.  Food
      service establishments: Grease and related problems associated with the build
      up
      of grease and organics in grease traps, drain lines, and toilets in cooking
      establishments such as restaurants, schools, and nursing homes, reducing the
      need to pump the grease traps and “snake” the drain lines. We believe that the
      cost of treating the grease traps and drain lines with the Company’s products is
      significantly less than the conventional pumping and snaking method.





B.  Municipal
      waste treatment plants and sewage lift stations: Municipal collection systems
      increasingly becoming surrounded with subdivisions, shopping centers and small
      businesses, and as a result, there is increased demand to eliminate and control
      the pungent odors associated with these treatment plants. The use of the
      Company’s bacteria is an efficient method of controlling odors and eliminating
      sewage waste associated with the treatment plants and maintaining the lift
      stations.





**Competition
      - Cleaning Division**





The
      principal markets in which the Company competes are competitive and fragmented,
      with competitors in the environmental services market and the bioremediation
      market sub-sector. Increased competition could have a material adverse effect
      on
      the Company, as competition may have far greater financial and other resources
      available to them and possess extensive manufacturing, distribution and
      marketing capabilities far greater than those of the Company. Although all
      future employees are expected to be required to sign confidentiality agreements,
      there is no guarantee either that trade secrets will not be shared with
      competitors or that the Company could enforce these agreements. Such
      disclosures, if made, could negatively affect the Company’s competitiveness.
      Many of the competitors have substantially greater financial, technical and
      marketing resources, larger customer bases, longer operating histories, greater
      name recognition and more established relationships in the industry than we
      do.




8





**Sources
      and Availability of Raw** ****** **Materials
      - Cleaning Division**





The
      Company obtains all its raw materials for the manufacture of its products from
      other sources. The Company generally does not have contracts with any entities
      or persons committing such suppliers to provide the materials required for
      the
      production of its products. There can be no assurance that suppliers will
      provide the raw materials needed by the Company in the quantities requested
      or
      at a price the Company is willing to pay. Since the Company does not control
      the
      actual production of these raw materials, it is also subject to delays caused
      by
      interruption in production of materials based on conditions not wholly within
      its control. The inability of the Company to obtain adequate supplies of raw
      materials for its products at favorable prices, or at all, as a result of any
      of
      the foregoing factors or otherwise, could have a material adverse effect on
      the
      Company.





**Intellectual
      Property - Cleaning Division**





The Cleaning Division’s products, formulas, and processes are proprietary and
      owned by the Company. The Company’s policy is to have employees associated with
      and involved in any part of the research/manufacturing process sign
      non-disclosure/confidentiality agreements in order to prohibit them from using
      any part of the technology developed and owned by the Company.





**Employees**





As
      of
      January 31, 2007, we had four employees. None of our employees are represented
      by a labor union and we have not entered into a collective bargaining agreement
      with any union. We have recently commenced a reduction in force series of
      layoffs in our Mississippi facility.





9


**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 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
      acquireand 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 for 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 indsutry, 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.




10





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.





**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 markeing 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.




11





***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.





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.





***Excess
      production of glycerin, a co-product of the biodiesel production process, may
      cause the price of glycerin to decline, thereby adversely affecting our
      revenues*** .
      In
      February 2005, the price of crude glycerin produced in the United States was
      approximately $0.41 per pound and by March 2006 the price of crude glycerin
      had
      declined to $0.06 per pound, due primarily to the oversupply of glycerin by
      biodiesel production facilities. Any further excess glycerin production capacity
      may limit our ability to market our glycern co-product and will negatively
      impact our future revenues.




12





***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.





**Risks
      Related to Regulation and Governmental Action**





***Loss
      of favorable tax benefits for biodiesel production could hinder our ability
      to
      operate at a profit.*** Although
      the biodiesel industry has grown with few state or federal incentives, the
      incentives that do exist could be repealed at any time. On October 22, 2004,
      President Bush signed into law the American Jobs Creation Act of 2004, which
      created biodiesel tax credits. Although the biodiesel mixture credit and the
      biodiesel fuels credit were extended by the Energy Policy Act of 2005, they
      are
      now set to expire on December 31, 2008. These tax incentives for the biodiesel
      industry may not continue, or, if they continue, the incentives may not be
      at
      the same level. The elimination or reduction of tax incentives to the biodiesel
      industry could reduce the market for biodiesel, which could reduce prices and
      revenues by making it more costly or difficult to produce and sell biodiesel.
      This could result in the failure of our business.





**Risks
      Associated with Investing in 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 “BSLM.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.




13




***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.





***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.





***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.





14





**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. Description of Property**





The
      Company recently moved its executive offices to 4440 Arville Street # 6, Las
      Vegas, NV 89103. The space is currently provided rent-free by a creditor of
      the
      Company. The Company’s Cleaning Division is located at 1161 James Street,
      Hattiesburg, Mississippi, 39401. The Company leases this facility from
      Innovative Industries, LLC, which is controlled by the executive officers of
      BSFC. The lease will expire on April 30, 2007 with an annual rental of $36,000.
      The leased premises are approximately 12,000 square feet of usable space. The
      Company uses the space to manufacture and distribute its products.





**Item
      3. Legal Proceedings**




None.





**Item
      4. Submission of Matters to a Vote of Security Holders**





None.




15


**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**




Our
      common stock trades on the OTC Bulletin Board under the symbol “BSLM.OB.” The
      following table shows the high and low bid or close prices for our common stock
      for each quarter since November 1, 2005 as reported by the OTC Bulletin Board.
      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, 2005 to October 31, 2006
              
              High
                  Close
              
              Low
                  CloseFirst
                  quarter
              
              $
              0.65
              
              $
              0.33Second
                  quarter
              
              
              0.98
              
              
              0.26Third
                  quarter
              
              
              0.70
              
              
              0.23Fourth
                  quarter
              
              
              0.38
              
              
              0.17
  November
                  1, 2004 to October 31, 2005
              
              High
                  Bid
              
              Low
                  BidFirst
                  quarter
              
              $
              2.20
              
              $
              0.63Second
                  quarter
              
              
              2.40
              
              
              1.07Third
                  quarter
              
              
              1.23
              
              
              0.19Fourth
                  quarter
              
              
              0.95
              
              
              0.27


As
      of
      January 31, 2007, there were approximately 1,600 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,
      2006: ****





**(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
            
            
            —
            
            
            —
            
            
            3,560,000
            (1)Total
            
            
            —
            
            $
            —
            
            
            3,560,000
            (1)





**(1)**  **2006
      Stock Incentive Plan.** The
      purpose of our 2006 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 6,000,000 shares, subject to adjustment,
      and as of October 31, 2006, we had issued 2,440,000 shares.





16


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**





In
      April
      2006, we authorized the issuance of 25,000 shares of our common stock to an
      employee for services rendered, and in July 2006, we authorized the issuance
      of
      an additional 25,000 shares of our common stock to this employee for services
      rendered, for an aggregate of 50,000 shares. These shares were physically issued
      in August, 2006. The issuance of these shares was exempt under Section 4(2)
      of
      the Securities Act of 1933, as amended.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





We
      will
      file an amendment to this annual report to provide management’s discussion and
      analysis as required by Item 303 of Regulation S-B.





**Item
      7. Financial Statements**




We
      will
      file an amendment to this annual report to provide the financial statements
      as
      required by Item 310 of Regulation S-B.





17


**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





On
      August
      4, 2006, Baum & Company, P.A. resigned as our independent accountants.





The
      reports of Baum & Company, P.A. on our financial statements for the fiscal
      years ended October 31, 2004 and 2005 did not contain an adverse opinion or
      a
      disclaimer of opinion, nor were such reports qualified or modified as to
      uncertainty, audit scope or accounting principles, except that the accountant’s
      reports of Baum & Company, P.A. on our financial statements for the fiscal
      years ended October 31, 2004 and 2005 stated that we were experiencing
      difficulty in generating sufficient cash flow to meet our capital requirements
      and sustain operations, and that these factors raised substantial doubt about
      our ability to continue as a going concern.





The
      decision of Baum & Company, P.A. to resign as our independent accountants
      was neither recommended nor approved by our board of directors, as such decision
      was made solely by Baum & Company, P.A.





During
      our fiscal years ended October 31, 2004 and 2005 and the subsequent interim
      period through August 4, 2006, the date of the resignation of Baum &
Company, P.A., we did not have any disagreement with Baum & Company, P.A. on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure.





During
      that time, there were no “reportable events” as set forth in Item 304(a)(1)(i-v)
      of Regulation S-B adopted by the Securities and Exchange Commission, except
      that
      the accountant’s reports of Baum & Company, P.A. on our financial statements
      for the fiscal years ended October 31, 2004 and 2005 stated that we were
      experiencing difficulty in generating sufficient cash flow to meet our capital
      requirements and sustain operations, and that these factors raised substantial
      doubt about our ability to continue as a going concern.




We
      have
      provided Baum & Company, P.A. with a copy of this disclosure prior to its
      filing with the Commission. Baum & Company, P.A. has provided a letter to
      us, dated August 7, 2006 and addressed to the Commission, which has been
      previously filed.





On
      September 1, 2006, we engaged Sherb & Co., LLP to act as our independent
      accountants. Before August 4, 2006, the date on which Baum & Company, P.A.
      resigned as our independent accountants, we had not consulted Sherb & Co.,
      LLP regarding any of the matters specified in Item 304(a)(2) of Regulation
      S-B.





18




**Item
        8A. Controls and Procedures.**
 
 We maintain disclosure controls and procedures that are designed to ensure
        that
        information required to be disclosed in our Exchange Act reports is recorded,
        processed, summarized, and reported within the time periods specified in
        the
        Securities and Exchange Commission’s rules and forms, and that such information
        is accumulated and communicated to our management, including our Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure based on the definition of “disclosure controls
        and procedures” in Rule 13a-15(e).  In designing and evaluating the
        disclosure controls and procedures, our management recognized that any controls
        and procedures, no matter how well designed and operated, can provide only
        reasonable assurance of achieving the desired control objectives, and management
        necessarily was required to apply its judgment in evaluating the cost-benefit
        relationship of possible controls and procedures.
  At
        the
        end of the period covered by this Annual Report on Form 10-KSB, we carried
        out
        an evaluation, under the supervision and with the participation of our
        management, including our Chief Executive Officer and Chief Financial Officer,
        of the effectiveness of the design and operation of our disclosure controls
        and
        procedures.  Based on the foregoing, our Chief Executive Officer and our
        Chief Financial Officer concluded that our disclosure controls and procedures
        were not effective to ensure that all material information required to be
        disclosed in this Annual Report on Form 10-KSB has been made known to them
        in a
        timely fashion. **** In
        addition, our Chief Executive Officer and Chief Financial Officer have
        identified significant deficiencies that existed in the design or operation
        of
        our internal control over financial reporting that they consider to be “material
        weaknesses.”  The Public Company Accounting Oversight Board has defined a
        material weakness as a “significant deficiency or combination of significant
        deficiencies that results in more than a remote likelihood that a material
        misstatement of the annual or interim financial statements will not be prevented
        or detected.”
  The
        deficiencies in our internal controls resulted from a lack of physical control
        over our accounting books and records, which have historically been maintained
        at our facility in Hattiesburg, Mississippi by certain employees and consultants
        who have constituted our accounting department.  We lease a portion of this
        facility from Innovative Industries, LLC, a company controlled by management
        of
        Bio Solutions Franchise Corp., a related party that is a significant stockholder
        of the Company as well as the distributor of our cleaning
        products.  In addition, we share this facility with Bio Solutions
        Franchise Corp., who we believe also leases the facility from Innovative
        Industries.  The deficiencies also result from a lack of direct control of
        the aforementioned accounting department personnel.  In particular, certain
        individuals in the accounting department refused instructions from the Company’s
        management to deliver the Company’s accounting books and records to Company’s
        management for a significant period of time after the close of the Company’s
        fiscal year.  The Company believes that these individuals also work for Bio
        Solutions Franchise Corp. and certain of its affiliates, and the Company
        is
        currently investigating whether Bio Solutions Franchise Corp. or any of its
        principals or affiliates were involved with this refusal.
  In
        addition, as a result of the Company’s apparent lack of control over its
        accounting personnel, the Company has ceased using the accounting personnel
        in
        connection with the preparation of the Company’s financial statements, and
        accordingly, the Company has been significantly understaffed in its accounting
        department.  Accordingly, the Company has been unable to perform timely
        reconciliations to its supporting accounting records.
  Furthermore,
        the Company is currently conducting an internal investigation into whether
        one
        or more persons in the accounting department made expenditures of Company
        funds
        without management approval or ratification.  This investigation is
        ongoing.
  As
        a
        result of these deficiencies, management was unable to obtain physical control
        of its books and records from its accounting personnel for a significant
        period
        of time, the result of which is that this Annual Report on Form 10-KSB does
        not
        contain all material information which is required to be disclosed, and in
        particular, the financial statements of the Company for the fiscal year ended
        October 31, 2006.
 19
 These
        deficiencies have been disclosed to our Board of Directors.  Additional
        effort is needed to fully remedy these deficiencies and we are seeking to
        improve and strengthen our control processes and procedures.  We are in the
        process of improving our internal control over financial reporting in an
        effort
        to remediate these deficiencies by adding additional accounting personnel,
        improving supervision and increasing training of our accounting staff with
        respect to generally accepted accounting principles, providing additional
        training to our management regarding use of estimates in accordance with
        generally accepted accounting principles, increasing the use of contract
        accounting assistance, and increasing the frequency of internal financial
        statement review.
  Our
        Chief
        Executive Officer and Chief Financial Officer have also evaluated whether
        any
        change in our internal controls occurred during the fourth fiscal quarter
        and
        have concluded that there were changes in our internal controls or in other
        factors that occurred during the fourth fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, these
        controls.





20


**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(A) of the Exchange Act**





The
      information under the caption “Election of Directors” and “Management -
      Executive Officers and Directors” in the proxy statement for our 2007 annual
      meeting is incorporated herein by reference.





The
      information under the caption “Section 16(a) Beneficial Ownership Reporting
      Compliance” in the proxy statement for our 2007 annual meeting is incorporated
      herein by reference.





**Item
      10. Executive Compensation**





The
      information under the caption “Executive Compensation” in the proxy statement
      for our 2007 annual meeting is incorporated herein by reference.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management**





The
      information under the captions “Common Stock Ownership of Certain Beneficial
      Owners and Management” in the proxy statement for our 2007 annual meeting is
      incorporated herein by reference.





**Item
      12. Certain Relationships and Related Transactions**





The
      information under the caption “Related Party Transactions” in the proxy
      statement for our 2007 annual meeting is incorporated herein by
      reference.





**Item
      13. Exhibits.**


Exhibit
                  No.
              
              Description21
              
              Subsidiaries
                  (1)31.1
              
              Certification
                  of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
                  Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
                  (1)31.2
              
              Certification
                  of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
                  Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
                  (1)32.1
              
              Certification
                  of Chief Executive Officer, pursuant to 18 United States Code Section
                  1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
                  (1)32.2
              
              Certification
                  of Chief Financial Officer, pursuant to 18 United States Code Section
                  1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
                  (1)





(1)
      To be
      filed by amendment.





**Item
      14. Principal Accountant Fees and Services.**





The
      information under the caption “Accountant Fees and Services” in the proxy
      statement for our 2007 annual meeting is incorporated herein by
      reference.





21


**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. BennettDavid
                S. Bennett
              President





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
              
              President
                  and Director
              
              February
                  13, 2007David
                  S. Bennett/s/
                  Patricia M. Spreitzer
              
              Secretary,
                  Treasurer and Director
              
              February
                  13, 2007Patricia
                  M. Spreitzer
  22