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,
2008





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from ___________ to _____________





Commission
File Number: 001-32044





BIO
SOLUTIONS MANUFACTURING, INC.


(Name of
small business issuer as specified in its charter)





Nevada
                16-576984(State
      or other jurisdiction of
                  incorporation
      or organization)
                (I.R.S.
      Employer
                  Identification
      No.)4440
      Arville Street, Suite 6
                  Las
      Vegas, NV 89103(Address
      of principal executive offices, including zip
  code)





Registrant’s telephone number, including area
      code:
                
                (702)
      222-9532Securities registered pursuant to Section 12(b) of the
      Act:
                
                NoneSecurities
      registered pursuant to Section 12(g) of the Act:
                
                $.00001
      par value common stock


___________________




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  ̈Yes Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:  ̈Yes Nox




Indicate
by check mark whether the registrant(1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 day. xYes ̈No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy ir information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


 ̈ Yes xNo


The
issuer's  revenues  for  its  most  recent  fiscal  year
were $0.





The
aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed by reference to the price at
which the common equity  was last sold, or the average bid and asked
price of such common equity as of February 5, 2009 was $26,793.





As of
February 3, 2009, 91,097 shares of our common stock were issued and
outstanding.









Documents
Incorporated by Reference:      None.









PART
I





ITEM
1.   BUSINESS





Overview





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





Company
History





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





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





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





On
October 31, 2008, we changed our domicile from New York to Nevada by means of a
merger of Bio Solutions Manufacturing, Inc., a New York corporation with and
into its wholly owned subsidiary Bio Solutions Manufacturing, Inc., a Nevada
corporation (formerly BSP).





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





Recent
Developments





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





Our
Business





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




1




The
Biodiesel Division





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





Our
Opportunity





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





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





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





Strategic
Relationships





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





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




2




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




Principal
Products and Markets—Biodiesel Division





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





Primary
Product-Biodiesel Fuel





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





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





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





Co-products-Glycerin





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




Biodiesel
Markets





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




3




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.





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.





4




Sources
and Availability of Raw Materials Supply - Biodiesel Division





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





Patents,
trademarks, licenses - Biodiesel Division





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





Governmental
approval and regulations-Federal Biodiesel
Supports





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





Renewable
Fuels Standard





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





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.




5




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, 2008, we have not yet incurred any expenses in complying with
environmental laws, including the cost of obtaining permits.  Any
retroactive change in environmental regulations, either at the federal or state
level, could require us to obtain additional or new permits or spend
considerable resources on complying with such regulations.





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





The
Cleaning Division





Products
and Services - Cleaning Division





Our 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.




6




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





Manufacturing—Cleaning
Division





The
Cleaning Division previously manufactured 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.





Our  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 our
products on dairy and hog lagoons can be used as a soil fertilizer.




7




Until the
fourth quarter of 2007, we marketed and sold our cleaning products through Bio
Solutions Franchise Corp., a former affiliate and a former significant
stockholder of ours.  Bio Solutions Franchise Corp. used franchising
as its distribution approach.  In the fourth quarter of 2007, we terminated our
selling arrangement with BSFC.




We closed
the manufacturing facility for our products in the Cleaning Division in the
second quarter of our fiscal 2007.  We need additional capital to open
a new manufacturing facility and we will not manufacture, market our sell any
Cleaning Division products until such time.





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%.





Until the
second quarter of 2007, we marketed and sold our cleaning products through a
former affiliate and significant stockholder of ours who used franchising as its
distribution approach.





U.S.
Market for Environmental Services





We
operate 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.





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 served
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.




8




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





Until the
fourth quarter of 2007, the Cleaning Division had marketed its products through
BSFC, which used 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.  In the fourth quarter of 2007, we terminated our
selling arrangement with BSFC.





The
Company’s products are designed 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 we seek to compete 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. In addition, in connection with the  Settlement Agreement,
we granted Bio
Solutions Franchise Corp. a perpetual, royalty free license to make, use, and
sell cleaning and waste removal products based on BSP’s proprietary
formulations.  This license and such disclosures, if made,
could negatively affect our 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.





Sources
and Availability of RawMaterials - Cleaning
Division





The
Company intends to obtain 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.




9




Intellectual
Property - Cleaning Division





The Cleaning Division’s products, formulas, and processes are proprietary and
owned by us.  Our 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 us.  In connection
with the  Settlement Agreement, we granted Bio Solutions Franchise
Corp. a perpetual, royalty free license to make, use, and sell cleaning and
waste removal products based on BSP’s proprietary
formulations.





Employees





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




10


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





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





Risks
Related to our Business





There is
substantial doubt about our ability to continue as a going concern.As of October 31, 2008
and 2007, our independent public accounting firm issued a “going concern
opinion” wherein they stated that the accompanying financial statements were
prepared assuming the Company will continue as a going concern and we expect to
receive a going concern opinion upon completion of the audit of our financial
statements for the year ended October 31, 2008.  Going concern
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business over a reasonable length of time. We have incurred
losses since inception and have had negative cash flows from
operations.  For the years ended October 31, 2008 and 2007, we
incurred net losses, and had a stockholders’ deficit.  Our future is
dependent upon our ability to obtain additional equity or debt financing and
upon future successful development and marketing of our products and
services.  Management is pursuing various sources of equity and debt
financing. Although we plan to pursue additional financing, there can be no
assurance that we will be able to secure such financing or obtain financing on
terms beneficial to us.  Failure to secure such financing may result
in our inability to continue as a going concern and the impairment of the
recorded long lived assets.  Further, we closed our manufacturing
facility for the products in our Cleaning Division and we need additional
capital to relocate and open a new manufacturing facility.   Once
we relocate a new manufacturing facility, we anticipate selling our biological
waste remediation products again.  We anticipate future losses from
operations as a result of this matter.  These matters raise
substantial doubt about our ability to continue as a going concern.





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





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




As of
October 31, 2008, our President and Chief Financial Officer carried out an
evaluation, of the effectiveness of the design and operation of our system of
disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d)
promulgated under the Exchange Act.  Based on this evaluation, our
President and Chief Financial Officer concluded that our controls and procedures
were not effective in ensuring that information required to be disclosed by us
in our periodic reports is recorded, processed, summarized and reported, within
the time periods specified for each report and that such information is
accumulated and communicated to our management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





During
the course of the preparation of our October 31, 2008 financial statements, we
identified certain material weaknesses relating to our internal controls and
procedures within the areas of accounting for equity transactions, document
control, account analysis, and reconciliation.  Some of these internal
control deficiencies may also constitute deficiencies in our disclosure
controls.




11




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





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





In
addition, our President and Chief Financial Officer have determined that no
change in our internal control over financial reporting occurred during the
fourth quarter of our fiscal year ended October 31, 2007 that has materially
affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of
the Securities Exchange Act of 1934) reasonably likely to materially affect, our
internal control over financial reporting.





Our
President and Chief Financial Officer are in the process of implementing a more
effective system of controls, procedures, and other changes in the areas of
accounting for equity transactions, document control, account analysis, and
reconciliation to insure that information required to be disclosed in this
annual report on Form 10-K has been recorded, processed, summarized and reported
accurately.  Our management acknowledges the existence of this
problem, and intends to developed procedures to address them to the extent
possible given limitations in financial and manpower resources.





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




Among the
changes needed to be implemented are the following:





·
            Document
      control system established and monitored for
  compliance;


·
            Timely
      analysis of accounting treatment and disclosure requirements for
      contractual agreements;


·
            Centralized
      control of cash disbursements;


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


·
            Control
      function added to review
reconciliations.





Risks
Related to New Entry into Biodiesel Market





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





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




12




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





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





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





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


·
            patents
      and pending patent applications;


·
            trade
      secret, copyright and trademark laws;
and


·
            certain
      technical measures.


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




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





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





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





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





13





Risks Related to Biodiesel
Production





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





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





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





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





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





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




14




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.





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.




15




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





We have issued a
substantial number of securities convertible into shares of our common stock
which will result in substantial dilution to the ownership interests of our
existing stockholders.  As of October 31,
2008, approximately 1,041,885,750 shares of our common stock were convertible or
exercisable from the following securities: (i) 1,041,883,000 shares representing
shares of common stock issuable upon conversion in full of our outstanding
convertible promissory notes (without regard to any limitations on conversion);
(ii) 2,500 shares of common stock issuable upon exercise of in full of the
warrants issued to the investors in our June 2006 Unit offering (without regard
to any limitations on exercise) and  (iii) 250 shares of common stock
issuable upon exercise of the warrants issued to the finder in connection with
our June 2006 Unit offering.   The exercise or conversion of
these securities will result in a significant increase in the number of
outstanding shares and substantially dilute the ownership interests of our
existing shareholders.




16




A substantial
number of our convertible securities are convertible into shares of common stock
at a current on price of $0.001 per share. Most of these shares are eligible for
public resale.  The trading price of our common stock and our ability
to raise additional financing may be adversely affected by the influx into the
market of such a substantial number of shares.As of October 31,
2008, our outstanding convertible notes were convertible into 1,041,883,000
shares of common stock at a per share conversion price equal to $0.001 per
share, which is less than the current trading price of our
shares.  Although many of the shares issuable upon conversion of our
convertible warrants are eligible for public resale under Securities and
Exchange Commission Rule 144, we have agreed to file a registration statement to
cover the public resale of all of these shares.  This significant
increase in number of shares available for public sale may have a negative
impact on the trading price of our shares and substantially dilute the ownership
interest of our existing shareholders.  In order to raise additional
financing we would likely be required to issue additional shares of common stock
or securities convertible into common stock at a purchase or conversion price as
applicable, on similar terms.  To the extent these factors are viewed
negatively by the market, it may provide an incentive for persons to execute
short sales of our common stock that could adversely affect the trading price of
our common stock.





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





The issuance of
shares under awards granted under existing or future employee benefit plans maycause immediate
and substantial dilution to our existing stockholders.In
order to provide persons who have a responsibility for our management and/or
growth with additional incentive, to increase their proprietary interest in our
success, and to support and increase our ability to attract and retain
individuals of exceptional talent, we have adopted several stock incentive plans
including: a 2008 Stock Incentive Plan, a 2008 California Stock Incentive Plan
and a 2007 Stock Incentive Plan.  The total number of shares available
for the grant of either stock options or stock awards under the each plan is
16,000,000 shares, 16,000,000 shares and 10,000,000 shares, respectively,
subject to adjustment, and as of October 31, 2008, we had issued 2,740,000
shares (and 8,000,000 options), 14,535,000 and 9,960,000 shares, respectively,
leaving 6,765,000 shares for future issuance.  We may also adopt one
or more additional employee benefit plans in the future.  The issuance
of shares under an employee benefit plan may result in substantial dilution to
the interests of other stockholders.  There only upper limit on the
number of shares that may be issued under the number of shares of common stock
we may reserve under employee benefit plans is the number of shares of common
stock authorized for issuance under our articles of
incorporation.  The issuance of shares under current or future
employee benefit plans will have the effect of further diluting the
proportionate equity interest and voting power of holders of our common
stock.





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





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




17




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





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





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





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





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




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




18




Cautionary
Statement Concerning


Forward-Looking
Statements





Some of
the statements in this annual report are forward looking statements, which are
subject to risks and uncertainties.  These risks and uncertainties
could cause actual results to differ materially from those expressed in
forward-looking statements.  We base these forward-looking statements
on our expectations and projections about future events, which we derive from
the information currently available to us.  Such forward-looking
statements relate to future events or our future
performance.  Forward-looking statements are only
predictions.  The forward-looking events discussed in this annual
report, the documents to which we refer you and other statements made from time
to time by us or our representatives, may not occur, and actual events and
results may differ materially and are subject to risks, uncertainties and
assumptions about us.  For these statements, we claim the protection
of the “bespeaks caution” doctrine.  The forward-looking statements
speak only as of the date hereof, and we expressly disclaim any obligation to
publicly release the results of any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
filing.





ITEM
2.  PROPERTIES





We
recently moved our executive offices to 4440 Arville Street, Suite 6, Las Vegas,
NV 89103.  The space is currently provided rent-free by a creditor of
the Company.





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





ITEM
3.  LEGAL PROCEEDINGS





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





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





On
October 24, 2008, we held a special meeting of our stockholders to seek approval
of the change of our domicile from New York to Nevada by means of a merger of
Solutions, Manufacturing, Inc, a New York corporation with and into our wholly
owned subsidiary Bio Solutions Manufacturing, Inc., a Nevada corporation, which
change shall include, among other things, a change in our authorized capital, a
change in our articles of incorporation, and a change in our
bylaws.  These actions are hereinafter sometimes referred to as the
“Reincorporation.”. The Board of Directors set August 28, 2008 as the date of
records for this Stockholder’s meeting.  The total number of votes
entitled to vote at the Meeting was 1,901,592,228 shares.  In
addition, there were present at the Meeting in person 1,813,014,000 votes, which
number constituted a quorum for the Meeting.





The votes
cast at the meeting were as follow:





1,813,014,000
votes were cast in favor, 0 votes were cast against, holders of noshares indicated that
they abstained from voting on this matter and holders of no shares represented
at the meeting for other purposes indicated no response on this
item.




19




PART
II





ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





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





November 1, 2007 to October 31,
      2008
                        
                        High Close
                        
                        
                        Low CloseFirst
      quarter
                        
                        $
                        120.00
                        
                        
                        $
                        20.00Second
      quarter
                        
                        
                        21.00
                        
                        
                        
                        3.00Third
      quarter
                        
                        
                        6.00
                        
                        
                        
                        2.00Fourth
      quarter
                        
                        
                        5.00
                        
                        
                        
                        1.00
  November 1, 2006 to October 31,
      2007
                          
                          High Close
                          
                          
                          Low CloseFirst
      quarter
                          
                          $
                          240.00
                          
                          
                          $
                          155.00Second
      quarter
                          
                          
                          170.00
                          
                          
                          
                          130.00Third quarter
                          
                          
                          260.00
                          
                          
                          
                          130.00Fourth
      quarter
                          
                          
                          170.00
                          
                          
                          
                          105.00




As of
January 31, 2009, there were approximately 1,789 record holders of our common
stock.





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





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





Securities Authorized for Issuance
Under Equity Compensation Plans.The following provides
information concerning compensation plans under which our equity securities are
authorized for issuance as of October 31, 2008:





(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
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  6,765,000
                  (1)
      (2)(3)Total
                  
                  
                  —
                  
                  
                  $
                  —
                  
                  
                  
                  6,765,000
                  (1)
      (2)(3)




20




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





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





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





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





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





(2)           2008 California Stock Incentive
Plan.The purpose of our 2008 California Stock Incentive Plan
is to advance the best interests of the company by providing those persons who
are residents of California and who have a substantial responsibility for our
management and growth with additional incentive and by increasing their
proprietary interest in the success of the company, thereby encouraging them to
maintain their relationships with us.  Further, the availability and
offering of stock options and common stock under the plan supports and increases
our ability to attract and retain individuals of exceptional talent upon whom,
in large measure, the sustained progress, growth and profitability which we
depend.  The total number of shares available for the grant of either
stock options or compensation stock under the plan is 16,000,000 shares, subject
to adjustment, and as of October 31, 2008, we had issued 14,535,000
shares.





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





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





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




21




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





(3)           2007 Stock Incentive
Plan.The purpose of our 2007 Stock Incentive Plan is to
advance the best interests of the company by providing those persons who have a
substantial responsibility for our management and growth with additional
incentive and by increasing their proprietary interest in the success of the
company, thereby encouraging them to maintain their relationships with
us.  Further, the availability and offering of stock options and
common stock under the plan supports and increases our ability to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability which we depend.  The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 10,000,000 shares, subject to adjustment,
and as of October 31, 2008, we had issued 9,960,000 shares.





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





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





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





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





Recent
Sales of Unregistered Securities





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





ITEM
6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





The
following discussion and analysis should be read in conjunction with our audited
consolidated financial statements and related notes included in this
report.  This report contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.  The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
terminology are forward-looking statements based on current expectations and
assumptions.





Various
risks and uncertainties could cause actual results to differ materially from
those expressed in forward-looking statements.  Factors that could
cause actual results to differ from expectations include, but are not limited
to, those set forth under the section “Risk Factors” set forth in this
report.




22




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





General





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





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





Critical
Accounting Policies





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





Going
Concern





The
financial statements contained in this report have been prepared assuming that
we will continue as a going concern.  Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable length of time.  We have incurred losses
since inception and have negative cash flows from operations.  For the
years ended October 31, 2008 and 2007, we incurred net losses of $592,439 and
$2,535,012, and we have a stockholders’ deficit of $1,897,998 as of October 31,
2008.  Our future is dependent upon our ability to obtain additional
equity or debt financing and upon future successful development and marketing of
our products and services.  Management is pursuing various sources of
equity and debt financing.  Although we plan to pursue additional
financing, there can be no assurance that we will be able to secure such
financing or obtain financing on terms beneficial to us.  Failure to
secure such financing may result in our inability to continue as a going concern
and the impairment of the recorded long lived assets.





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




23







The
financial statements contained in this report do not include any adjustments
relating to the recoverability and classifications of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
we cannot continue in existence.





Long
Lived Assets





In August
2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets,” was issued establishing new rules and clarifying implementation issues
with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of,” by allowing a probability weighted cash
flow estimation approach to measure the impairment loss of a long-lived
asset.  The statement also established new standards for accounting
for discontinued operations.  Transactions that qualify for reporting
in discontinued operations include the disposal of a component of an entity’s
operations that comprises operations and cash flow that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest
of the entity.  We believe that, at October 31, 2008, the value of our
goodwill and provisional patent are impaired, and we recognized a $140,000
charge in the 2007 fiscal year to write-off these intangible
assets.





Revenue
Recognition





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





Stock-Based
Employee Compensation





The Company adopted SFAS No. 123R,
“Share Based Payments.” SFAS No. 123R requires companies to expense the
value of employee stock options and similar awards and applies to all
outstanding and vested stock-based awards.





In
computing the impact, the fair value of each option is estimated on the date of
grant based on the Black-Scholes options-pricing model utilizing certain
assumptions for a risk free interest rate; volatility; and expected remaining
lives of the awards. The assumptions used in calculating the fair value of
share-based payment awards represent management’s best estimates, but these
estimates involve inherent uncertainties and the application of management
judgment. As a result, if factors change and the Company uses different
assumptions, the Company’s stock-based compensation expense could be materially
different in the future. In addition, the Company is required to estimate the
expected forfeiture rate and only recognize expense for those shares expected to
vest. In estimating the Company’s forfeiture rate, the Company analyzed its
historical forfeiture rate, the remaining lives of unvested options, and the
amount of vested options as a percentage of total options outstanding. If the
Company’s actual forfeiture rate is materially different from its estimate, or
if the Company reevaluates the forfeiture rate in the future, the stock-based
compensation expense could be significantly different from what we have recorded
in the current period. The impact of applying SFAS No. 123R approximated
$266,322 in additional compensation expense during the year ended October 31,
2008.  Such amount is included general and administrative expenses on
the statement of operations.





Results
of Continuing Operations





Basis
of Presentation





The
results of operations set forth below for the years ended October 31, 2008 and
2007 are those of the continuing operations of Bio Solutions Manufacturing,
which includes BESI on a consolidated basis




24


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





Year Ended
                  
                  
                  Year EndedOctober 31,
                  
                  
                  October 31,2008
                  
                  
                  2007Net
      sales
                  
                  
                  -
                  
                  
                  
                  21,738Cost
      of sales
                  
                  
                  -
                  
                  
                  
                  21,543Gross
      income (loss)
                  
                  
                  -
                  
                  
                  
                  196Selling,
      general and administrative
                  
                  
                  591,860
                  
                  
                  
                  2,837,401Operating
      income (loss)
                  
                  
                  (591,860
                  )
                  
                  
                  (2,837,206
                  )





Comparison
of the Years ended October 31, 2008 and 2007





Net sales. Net sales for
operations decreased to $0, for the year ended October 31, 2008, from $21,738
for the year ended October 31, 2007.  This decrease results from the
closure of our manufacturing facility in Mississippi and the related cessation
of marketing and sales of products from our Cleaning Division.  We plan to resume
production of remediation products in the future.





Cost of
Sales.Cost of sales
for continued operations decreased to $0 for the year ended October 31, 2008,
from $21,543 for the year ended October 31, 2007.Our cost of
sales decreased because we ceased production of biological waste remediation
products until further notice.  We plan to resume production of
remediation products in the future.





Selling, general, and
administrative.  Selling, general, and administrative expenses
decreased to $591,860, or a decrease of approximately 79.1%, for the year ended
October 31, 2008, from $2,837,401 for the year ended October 31,
2007.  The
decrease in selling, general, and administrative expenses primarily results from
our incurringapproximately $266,322 in equity based compensation in
fiscal 2008 as compared to $1,812,818 in fiscal 2007.





Operating loss.  We
incurred an operating loss of $591,860 for the year ended October 31, 2008,
compared to an operating loss of $2,837,206 for the year ended October 31,
2007.  We had lower operating losses in fiscal 2008 as compared to
2007 primarily because we incurred approximately $266,322 in equity based
compensation in 2008 as compared to $1,812,818 in 2007.  In addition,
we experienced a decrease in revenue and gross profit due to our closure of our
manufacturing facility in Mississippi and the related cessation of marketing and
sales of products in our Cleaning Division in the second quarter of our fiscal
2007.





Gain on Legal
Settlement.In the fiscal year 2007, we incurred a gain of
$457,739 on our legal settlement, which consisted of costs of $545,861 for the
assignment of property and equipment, $329,197 for forgiveness of accounts
receivable, which costs were offset by income of $970,949 from the return of
approximately 8,800,000 shares of our common stock to treasury and $361,848 for
forgiveness of amounts payable.





Gain in Beneficial Conversion
Feature.In the fiscal year 2008, we incurred a gain of
$55,990 on beneficial feature associated with one of our convertible notes
outstanding.





Interest
expense.Interest
expense decreased to $56,569 for the twelve months ended October 31, 2008, from
$155,545 for the twelve months ended October 31, 2007.Our
interest expense decrease resulted primarily from recording a gain of $55,990
attributed the beneficial conversion feature with a line of credit loan
agreement into which we entered in November 2006.





Provision for income
taxes.  We have generated net losses in 2008 and
2007.  Accordingly, we have made no provision for income
taxes.


25





Liquidity
and Capital Resources





We have
financed our operations, acquisitions, debt service, and capital requirements
through cash flows generated from operations, debt financing, capital leases,
and issuance of equity securities.  Our working capital deficit at
October 31, 2008 was $1,897,998 and at October 31, 2007 it was
$1,650,340.  We had cash of $873 as of October 31, 2008, while we had
cash of $5,036 as of October 31, 2007.





We used
$130,863 of net cash from operating activities for the year ended October 31,
2008, compared to using $388,891 in the year ended October 31,
2007.  Our net loss of $592,439 was offset by non-cash expenses for
depreciation and amortization of $3,570, common stock issued for services of
$266,322, and a loss on disposition of assets of $3,320.  The net loss was also
offset by a decrease of $11,859 in accounts payable, and an increase of $245,213
in accrued expenses.  We also incurred a non-cash gain of $55,990 as a
result of a beneficial conversion feature.





Net cash
flows used in investing activities was $0 for the years ended October 31, 2008
and $12,159 for the year ended October 31, 2007.  The cash used in
investing activities for the year ended October 31, 2008 was used for security
deposits and the purchase of fixed assets, and was offset by the forfeiture of a
security deposit.





Net cash
flows provided by financing activities were $126,700 for the year ended October
31, 2008, compared to net cash provided by financing activities of $393,150 in
the year ended October 31, 2007.  The net cash provided by
financing activities is from the proceeds from our lines of credit and notes
payable, which are net of repayments.





Loan
Agreement





Since 2003, we have
borrowed money from a group of third-party lenders in order to fund our
operations.  As of October 31, 2007, the outstanding principal balance
on these loans was approximately $800,000.On November 29,
2006, we entered into a loan agreement with certain these lenders and a new
lender, pursuant to which we borrowed approximately $164,000 of new funds, and
pursuant to which the outstanding debt obligations were amended and
restated.  Under the loan agreement, the existing lenders received
amended and restated convertible promissory notes in the aggregate principal
amounts of $537,955 and $264,625, respectively, and the new lender received a
convertible promissory note in the aggregate principal amount of
$164,000.  Under the loan agreement and the notes, each lender may, in
its sole and absolute discretion, make additional loans to us, up to an
aggregate total of $1,000,000 per lender.  Each note bears interest at
the rate of eight percent (8%) per annum and is payable on
demand.  Each note was also convertible into shares of our common
stock at a conversion rate equal to the lower of (a) $0.05 per share, and (b)
seventy percent (70%) of the three day average of the closing bid price of our
common stock immediately prior to conversion; provided, however, that the
conversion price could not be less that $0. 01 per share under any
circumstances.  In May 2008, the conversion price was amended to
provide for a fixed conversion price of $0.001 per share.  In
addition, the note holders cannot convert any principal or interest under the
notes to the extent that such conversion would require us to issue shares of our
common stock in excess of our authorized and unissued shares of common
stock.  The notes are secured by a first priority security interest in all
of our assets.  By their terms, the holder of the notes may not
convert the notes to the extent such conversion would cause the holder, together
with its affiliates, to have acquired a number of shares of common stock that
would exceed 4.99% of our then outstanding common stock.





June
Private Placement





From May 1, 2006 through
June 19, 2006, we privately offeredof up to 5,625,000 units,
each unit consisting of one shareof common stock and a warrant to buy
one share of our common stock with an exercise price of $0.80, for an aggregate
offering price of $2,500,000.  On June 19, 2006, we issued 2,500,000
units to a single non-U.S. investor for an aggregate purchase price of
$1,000,000.  This issuance was exempt under Regulation S of the
Act.  We agreed to register the shares of common stock underlying the
Units within 90 days.  We filed a registration
statement in September 2007 to register the resale of the shares of common stock
issued and the shaers underlying the warrants.  This registration
statement has not yet been declared effective, and we intend to withdraw this
registration statement with the consent of the holders.We
engaged T&T Vermogensverwaltungs AG as our investment banker for this
offering, who received $80,000 in commissions and 250,000 shares of common
stock.  In addition, a related party received a finder’s fee of
$75,000, and an unrelated party received 250,000 common stock purchase warrants
with an exercise price of $0.80 per share as a finder’s fee.  The net
proceeds of this offering to us after the payment of commissions, fees, and
other expenses totaling $180,000 of the offering were approximately
$820,000.  The offering terminated on July 31, 2006, and no further
units were sold.


26





Capital
Requirements





The
report of our independent accountants for the fiscal year ended October 31, 2008
states that we have incurred operating losses since inception and requires
additional capital to continue operations, and that these conditions raise
substantial doubt about our ability to continue as a going concern.





As of
October 31, 2008, we had a working capital deficit of
$1,897,998.  Currently, we do not generate any revenues.  In
the Biodiesel Division, we need to construct or lease biodiesel plants and we
will not generate any revenues in this division until we have established plants
which are operational.  The expected cost to build each biodiesel
plant is $2.5 million and we do not have the capital to build such
plants.  In addition, we closed the manufacturing facility for our
Cleaning Division products in the second fiscal quarter of 2007 and also ceased
marketing and selling such products at that time.  We need capital to
relocate and open a new facility for the manufacture and subsequent sale of
products in our Cleaning Division.  If we cannot raise additional debt
and/or equity capital, we will be unable to generate any revenues in either our
Biodiesel or Cleaning Divisions.





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





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





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





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





Off-Balance
Sheet Arrangements





None.


27




Item
7. Financial Statements




Our
financial statements are filed under this Item 7, beginning on page F-1 of this
report.





Bio-Solutions
Manufacturing, Inc.





CONTENTS




PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                    
                    F-2CONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheet
                    
                    F
      -3Consolidated
      Statement of Operations
                    
                    F -
      4Consolidated
      Statement of Statements of Stockholders’ (Deficit)
                    
                    F -
      5Consolidated
      Statement of Cash Flows
                    
                    F -
      6NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    
                    F
      -7 to F-17





F-1




Report
of Independent Registered Public Accounting Firm





Board of
Directors and Stockholders


Bio-Solutions
Manufacturing, Inc. and Subsidiaries




We have
audited the accompanying consolidated balance sheet of Bio-Solutions
Manufacturing, Inc. as of October 31, 2008, and the related consolidated
statements of operations, stockholders’ deficit, and cash flows for each of the
years ended October 31, 2008 and 2007. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of the Company as of
October 31, 2008, and the results of its operations, stockholders’ deficit and
cash flows for each of the years ended October 31, 2008 and 2007, in conformity
with generally accepted accounting principles in the United States.





The
accompanying financial statements have been prepared assuming that Bio-Solutions
Manufacturing, Inc. will continue as a going concern. As more fully described in
Note 1, the Company has incurred recurring operating losses and will have to
obtain additional capital to sustain operations. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.




/s/Sherb & Co.,
      LLPSHERB
      & CO, LLP
                  Certified
      Public Accountants




New York,
New York


February
10, 2009





F-2





Bio
Solutions Manufacturing Inc.


Consolidated
Balance Sheet




October 31,2008AssetsCurrent
      assets:Cash
                                          
                                          $
                                          873Total
      current assets
                                          
                                          
                                          873Total
      assets
                                          
                                          $
                                          873Liabilities
      and Stockholders' (Deficit)Current
      liabilities:Accounts
      payable and accrued expenses
                                          
                                          $
                                          1,045,793Note
      payable
                                          
                                          
                                          19,500Convertible
      note payable
                                          
                                          
                                          833,578Total
      current liabilities
                                          
                                          
                                          1,898,871Stockholders'
      (deficit):Preferred
      stock, $0.00001 par value 10,000,000 authorized, 10,000
      shares of Series A issued and outstanding
                                          
                                          
                                          0Common
      stock, $0.00001 par value, 1,000,000,000 shares authorized,
      89,078,228 shares issued and outstanding
                                          
                                          
                                          891Additional
      paid-in capital
                                          
                                          
                                          6,201,871Accumulated
      deficit
                                          
                                          
                                          (8,100,760
                                          )Total
      stockholders' (deficit)
                                          
                                          
                                          (1,897,998
                                          )Total
      liabilities and stockholders' (deficit)
                                          
                                          $
                                          873





The
accompanying notes are an integral part of these consolidated financial
statements.




F-3





Bio
Solutions Manufacturing Inc.


Consolidated
Statements of Operations




Years Ended
                                                      October 31,2008
                                                    
                                                    
                                                    2007Revenues
      - related party
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    21,738Cost
      of goods sold
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    21,543Gross
      profit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    196Expenses:General
      and administrative expenses
                                                    
                                                    
                                                    591,860
                                                    
                                                    
                                                    
                                                    2,837,401Total
      expenses
                                                    
                                                    
                                                    591,860
                                                    
                                                    
                                                    
                                                    2,837,401Net
      loss from operations before other expenses andprovision
      for income taxes
                                                    
                                                    
                                                    (591,860
                                                    )
                                                    
                                                    
                                                    (2,837,206
                                                    )Other
      income (expenses):Gain
      on legal settlement
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    457,739Gain
      on beneficial conversion feature
                                                    
                                                    
                                                    55,990
                                                    
                                                    
                                                    
                                                    -Interest
      expense
                                                    
                                                    
                                                    (56,569
                                                    )
                                                    
                                                    
                                                    (155,545
                                                    )(579
                                                    )
                                                    
                                                    
                                                    302,194Net
      loss before provision for income taxes
                                                    
                                                    
                                                    (592,439
                                                    )
                                                    
                                                    
                                                    (2,535,012
                                                    )Provision
      for income taxes
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Net
      loss
                                                    
                                                    $
                                                    (592,439
                                                    )
                                                    
                                                    $
                                                    (2,535,012
                                                    )Net
      loss per weighted average share-
      basic and diluted
                                                    
                                                    $
                                                    (0.01
                                                    )
                                                    
                                                    $
                                                    (0.056
                                                    )Weighted
      average number of shares-
      basic and diluted
                                                    
                                                    
                                                    66,648,926
                                                    
                                                    
                                                    
                                                    44,954,786





The
accompanying notes are an integral part of these consolidated financial
statements.





F-4





Bio
Solutions Manufacturing Inc.


Consolidated
Statements of Stockholders' (Deficit)




Preferred Stock
            
            
            Common Stock
            
            
            Additional
              Paid in
            
            
            Accumulated
            
            
            Total
              Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            (Deficit)
            
            
            (Deficit)Balance,
      October 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            36,970,037
            
            
            
            36,970
            
            
            
            4,353,894
            
            
            
            (4,973,309
            )
            
            
            (582,445
            )Debt
      converted for shares
            
            
            
            
            
            
            
            
            
            
            7,250,000
            
            
            
            7,250
            
            
            
            355,250
            
            
            
            
            
            
            
            362,500Shares
      returned and retired
            
            
            
            
            
            
            
            
            
            
            (8,826,809
            )
            
            
            (8,827
            )
            
            
            (962,122
            )
            
            
            
            
            
            
            (970,949
            )Shares
      issued for services
            
            
            
            
            
            
            
            
            
            
            9,960,000
            
            
            
            9,960
            
            
            
            1,291,634
            
            
            
            
            
            
            
            1,301,594Shares
      issued for equipment
            
            
            
            
            
            
            
            
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            199,000
            
            
            
            
            
            
            
            200,000Amortization
      of equity based compensation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            511,224
            
            
            
            
            
            
            
            511,224Beneficial
      conversion feature
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            71,637
            
            
            
            
            
            
            
            71,637Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,535,012
            )
            
            
            (2,535,012
            )Balance,
      October 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            46,353,228
            
            
            $
            46,353
            
            
            $
            5,820,517
            
            
            $
            (7,508,321
            )
            
            $
            (1,641,451
            )Debt
      converted for shares
            
            
            
            
            
            
            
            
            
            
            16,000,000
            
            
            
            16,000
            
            
            
            90,560
            
            
            
            
            
            
            
            106,560Shares
      issued for services
            
            
            10,000
            
            
            
            10
            
            
            
            26,725,000
            
            
            
            26,725
            
            
            
            258,587
            
            
            
            
            
            
            
            285,322Beneficial
      conversion feature
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (55,990
            )
            
            
            
            
            
            
            (55,990
            )Reclassification
      as a result of reincorporation
            
            
            
            
            
            
            (10)
            
            
            
            
            
            
            
            (88,187
            )
            
            
            88,197
            
            
            
            
            
            
            
            -Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (592,439
            )
            
            
            (592,439
            )Balance,
      October 31, 2008
            
            
            10,000
            
            
            $
            -
            
            
            
            89,078,228
            
            
            $
            891
            
            
            $
            6,201,871
            
            
            $
            (8,100,760
            )
            
            $
            (1,897,998
            )


The
accompanying notes are an integral part of these consolidated financial
statements.





F-5




Bio
Solutions Manufacturing Inc.


Consolidated
Statements of Cash Flows




Year EndedOctober 31,2008
                                                                      
                                                                      
                                                                      2007Cash
      flows from operating activitiesNet
      loss
                                                                      
                                                                      $
                                                                      (592,439
                                                                      )
                                                                      
                                                                      $
                                                                      (2,535,012
                                                                      )Depreciation
      and amortization
                                                                      
                                                                      
                                                                      3,570
                                                                      
                                                                      
                                                                      
                                                                      118,399Loss
      on disposition of fixed assets
                                                                      
                                                                      
                                                                      3,320
                                                                      
                                                                      
                                                                      
                                                                      -Equity
      based compensation
                                                                      
                                                                      
                                                                      266,322
                                                                      
                                                                      
                                                                      
                                                                      1,812,818Beneficial
      conversion feature
                                                                      
                                                                      
                                                                      (55,990
                                                                      )
                                                                      
                                                                      
                                                                      71,637Reserve
      for allowance for doubtful accounts
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (154,000
                                                                      )Gain
      on legal settlement
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (457,739
                                                                      )Impairment
      of intangibles
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      140,000Adjustments
      to reconcile net (loss) to net cash (used) by operating
      activities:Changes
      in assets and liabilities:Accounts
      receivable - related party
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (19,306
                                                                      )Inventory
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      21,051Prepaid
      expenses
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      3,000Other
      receivable - related parties
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (21,500
                                                                      )Accounts
      payable
                                                                      
                                                                      
                                                                      (11,859
                                                                      )
                                                                      
                                                                      
                                                                      39,995Accrued
      expenses
                                                                      
                                                                      
                                                                      254,213
                                                                      
                                                                      
                                                                      
                                                                      590,766Security
      deposits
                                                                      
                                                                      
                                                                      2,000
                                                                      
                                                                      
                                                                      
                                                                      1,000Net
      cash (used) by operating activities
                                                                      
                                                                      
                                                                      (130,863
                                                                      )
                                                                      
                                                                      
                                                                      (388,891
                                                                      )Cash
      flows from investing activities:Purchase
      of fixed assets
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      (12,159
                                                                      )Net
      cash (used) by investing activities
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      (12,159
                                                                      )Cash
      flows from financing activities:Proceeds
      from notes payable
                                                                      
                                                                      
                                                                      143,649
                                                                      
                                                                      
                                                                      
                                                                      432,450Payments
      on notes payable
                                                                      
                                                                      
                                                                      (16,949
                                                                      )
                                                                      
                                                                      
                                                                      (39,300
                                                                      )Net
      cash provided by financing activities
                                                                      
                                                                      
                                                                      126,700
                                                                      
                                                                      
                                                                      
                                                                      393,150Net
      (decrease) in cash
                                                                      
                                                                      
                                                                      (4,163
                                                                      )
                                                                      
                                                                      
                                                                      (7,900
                                                                      )Cash
      and cash equivalents – beginning
                                                                      
                                                                      
                                                                      5,036
                                                                      
                                                                      
                                                                      
                                                                      12,936Cash
      and cash equivalents- ending
                                                                      
                                                                      $
                                                                      873
                                                                      
                                                                      
                                                                      $
                                                                      5,036Supplemental
      disclosures:Interest
      paid
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -Income
      taxes paid
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -Non-cash
      transactions:Shares
      issued for services provided
                                                                      
                                                                      $
                                                                      285,322
                                                                      
                                                                      
                                                                      $
                                                                      1,301,594Debt
      converted for equity
                                                                      
                                                                      
                                                                      106,560
                                                                      
                                                                      
                                                                      
                                                                      362,500Gain
      on legal settlement ( Note 2 )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (457,739
                                                                      )Equipment
      acquired for stock
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      200,000





The
accompanying notes are an integral part of these consolidated financial
statements.





F-6




BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007




NOTE
1 - DESCRIPTION OF BUSINESS





Nature
of Business and History of Company





Bio
Solutions Manufacturing, Inc. (the “Company”) is a provider of waste
bioremediation services. The Company has two divisions: (i) the manufacture and
sale of biological waste remediation products and (ii) the production and sale
of biodiesel fuel, which division is conducted through our Bio Extraction
Services, Inc. (“BESI”) subsidiary. The Company’s biological waste remediation
products are not currently being sold. The Company anticipates resuming is sales
and marketing activities related to its biological waste remediation products
again once it has obtained additional working capital.





Corporate
Changes





On
October 31, 2008, the Company changed its domicile from New York to Nevada by
means of a merger of Bio Solutions, Manufacturing Inc, a New York corporation
with and into its wholly owned subsidiary Bio Solutions Manufacturing, Inc., a
Nevada corporation (f/k/a Bio Solutions Production, Inc.), which change
included, among other things, a change in the Company’s authorized capital, a
change in its articles of incorporation, and a change in its
bylaws.





Going
Concern





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business over
a reasonable length of time. The Company has incurred losses since inception and
has negative cash flows from operations. For the years ended October 31, 2008
and 2007, the Company has incurred net losses of $592,439 and $2,535,012,
respectively, and has a stockholders’ deficit of $1,897,998 as of October 31,
2008. The future of the Company is dependent upon its ability to obtain
additional equity or debt financing and upon future successful development and
marketing of the Company’s products and services. Management is pursuing various
sources of equity and debt financing. Although the Company plans to pursue
additional financing, there can be no assurance that the Company will be able to
secure such financing or obtain financing on terms beneficial to the Company.
Failure to secure such financing may result in the Company’s inability to
continue as a going concern and the impairment of the recorded long lived
assets.





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





These
financial statements do not include any adjustments relating to the
recoverability and classifications of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Principles
of Consolidation





The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary BESI.  Significant inter-company accounts and
transactions have been eliminated.





Reclassifications





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





Cash
and Cash Equivalents





For
purposes of the statement of cash flows, the Company considers cash and cash
equivalents to include all stable, highly liquid investments with maturities of
three months or less.





F-7





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Allowance
for Doubtful Accounts





The
Company records a bad debt expense/allowance based on management’s estimate of
uncollectible accounts. All outstanding accounts receivable accounts and other
receivables are reviewed for collectibility on an individual basis and will be
fully written off once management has exhausted all available collection
efforts. The bad debt expense recorded for the years ended October 31, 2008 and
October 31, 2007 was $0 and $0, respectively.





Inventories





Inventories
are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method for raw materials, work-in-progress, and the
specific identification method for finished goods.





Property
and Equipment





Property
and equipment are stated at cost. Major renewals and improvements are charged to
the asset accounts while replacements, maintenance, and repairs, which do not
improve or extend the lives of the respective assets, are expensed. At the time
property and equipment are retired or otherwise disposed of, the asset and
related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.





The
Company depreciates its property and equipment under the straight-line method as
follows:




Furniture
                        5
      yearsOffice
      equipment
                        5
      yearsMachinery
      and equipment
                        5
      yearsLeasehold
      improvements
                        10
      years





Depreciation
expense charged to operations was $3,570 and $118,399 in fiscal years ended
October 31, 2008 and 2007, respectively.





Long
Lived Assets





In August
2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets,” was issued establishing new rules and clarifying implementation issues
with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of,” by allowing a probability weighted cash
flow estimation approach to measure the impairment loss of a long-lived asset.
The statement also established new standards for accounting for discontinued
operations. Transactions that qualify for reporting in discontinued operations
include the disposal of a component of an entity’s operations that comprises
operations and cash flow that can be clearly distinguished, operationally and
for financial reporting purposes, from the rest of the entity.  The
Company believes that, at October 31, 2008, the value of the Company’s goodwill
and provisional patent are impaired and the Company has recognized a $140,000
charge in the 2007 fiscal year to write-off these intangible assets, which is
included in general and administrative expenses.





Revenue
Recognition





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




Shipping
and Handling Costs





Shipping
and handling costs are included in cost of sales in the accompanying
consolidated statements of operations. Such costs for the years ended October
31, 2008 and 2007 were $0 and $0, respectively.





F-8





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Advertising
Expenses





The
Company expenses the cost of advertising in the period in which the advertising
takes place. The Company had no advertising expenses for the year ended October
31, 2008 and $2,270 for the year ended October 31, 2007.





Stock-Based Employee
Compensation





The
Company adopted SFAS No. 123R, “Share Based Payments.” SFAS No. 123R
requires companies to expense the value of employee stock options and similar
awards and applies to all outstanding and vested stock-based
awards.





In
computing the impact, the fair value of each option is estimated on the date of
grant based on the Black-Scholes options-pricing model utilizing certain
assumptions for a risk free interest rate; volatility; and expected remaining
lives of the awards. The assumptions used in calculating the fair value of
share-based payment awards represent management’s best estimates, but these
estimates involve inherent uncertainties and the application of management
judgment. As a result, if factors change and the Company uses different
assumptions, the Company’s stock-based compensation expense could be materially
different in the future. In addition, the Company is required to estimate the
expected forfeiture rate and only recognize expense for those shares expected to
vest. In estimating the Company’s forfeiture rate, the Company analyzed its
historical forfeiture rate, the remaining lives of unvested options, and the
amount of vested options as a percentage of total options outstanding. If the
Company’s actual forfeiture rate is materially different from its estimate, or
if the Company reevaluates the forfeiture rate in the future, the stock-based
compensation expense could be significantly different from what we have recorded
in the current period. The impact of applying SFAS No. 123R approximated
$266,322 in additional compensation expense during the year ended October 31,
2008.  Such amount is included general and administrative expenses on
the statement of operations.





Income
Taxes





The
Company accounts for its income taxes under the provisions of Statement of
Financial Accounting Standards 109 (“SFAS 109”). The method of accounting for
income taxes under SFAS 109 is an asset and liability method. The asset and
liability method requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of temporary differences between tax
bases and financial reporting bases of other assets and
liabilities.





Net
Loss Per Share





The
Company adopted the provisions of Statement of Financial Accounting Standards
(“SFAS”) No. 128, “Earnings Per Share” (“EPS”) that established standards for
the computation, presentation and disclosure of earnings per share, replacing
the presentation of Primary EPS with a presentation of Basic EPS. Common stock
equivalents attributed to the 2,750,000 warrants outstanding and the shares
issuable upon conversion of the convertible debt (approximately 1,041,883,000
shares as of October 31, 2008) have not been included in the EPS calculation as
their inclusion would be anti-dilutive.





Accounting
Estimates





Management
uses estimates and assumptions in preparing financial statements in accordance
with generally accepted accounting principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were used.





Fair
Value of Financial Instruments





Pursuant
to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” the
Company is required to estimate the fair value of all financial instruments
included on its balance sheets as of October 31, 2008 and 2007. The Company
considers the carrying value of accounts receivable, net of reserves, accounts
payable, and accrued expenses in the financial statements to approximate their
face value. The Company has not made an evaluation of the fair value of the
recorded related party assets and liabilities.




Recent
Accounting Pronouncements





FASB 141
(revised 2007) - Business Combinations





In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination.





F-9




BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
Accounting Pronouncements (continued)





FASB 141
(revised 2007) - Business Combinations (continued)





by
transferring consideration. By applying the same method of accounting—the
acquisition method—to all transactions and other events in which one entity
obtains control over one or more other businesses, this Statement improves the
comparability of the information about business combinations provided in
financial reports.by transferring consideration. By applying the same method of
accounting—the acquisition method—to all transactions and other events in which
one entity obtains control over one or more other businesses, this Statement
improves the comparability of the information about business combinations
provided in financial reports.





This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. That replaces Statement 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values.





This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture, (b) The acquisition of
an asset or a group of assets that does not constitute a business, (c) A
combination between entities or businesses under common control, (d) A
combination between not-for-profit organizations or the acquisition of a
for-profit business by a not-for-profit organization.





This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.





FASB 157
- Fair Value Measurements





In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” SFAS No.
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, rather it applies under existing accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007, which will be the Company’s fiscal year
2009. The Company is currently evaluating the impact of SFAS No. 157 on its
financial statements.





FASB 159
- Fair Value Option for Financial Assets and Financial Liabilities





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose
to measure many financial instruments, and certain other items, at fair value.
SFAS 159 applies to reporting periods beginning after November 15, 2007.
The adoption of SFAS 159 is not expected to have a material impact on our
financial condition or results of operations.





FASB 160
- Noncontrolling Interests in Consolidated Financial Statements - an amendment
of ARB No. 51





In
December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests
in Consolidated Financial Statements - an amendment of ARB No. 51. This
Statement applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
should continue to apply the guidance in Accounting Research Bulletin No. 51,
Consolidated Financial Statements, before the amendments made by this Statement,
and any other applicable standards, until the Board issues interpretative
guidance.





This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity.





F-10





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
Accounting Pronouncements (continued)





FASB 160
- Noncontrolling Interests in Consolidated Financial Statements - an amendment
of ARB No. 51 (continued)





A
noncontrolling interest, sometimes called a minority interest, is the portion of
equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing certain accounting and
reporting standards. First, the ownership interests in subsidiaries held by
parties other than the parent must be clearly identified, labeled, and presented
in the consolidated statement of financial position within equity, but separate
from the parent’s equity. Second, the amount of consolidated net income
attributable to the parent and to the noncontrolling interest must be clearly
identified and presented on the face of the consolidated statement of income.
Third, changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary must be accounted for
consistently. Fourth, a parent’s ownership interest in a subsidiary changes if
the parent purchases additional ownership interests in its subsidiary or if the
parent sells some of its ownership interests in its subsidiary. It also changes
if the subsidiary reacquires some of its ownership interests or the subsidiary
issues additional ownership interests. All of those transactions are
economically similar, and this Statement requires that they be accounted for
similarly, as equity transactions. Fourth, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary must be
initially measured at fair value. The gain or loss on the deconsolidation of the
subsidiary is measured using the fair value of any noncontrolling equity
investment rather than the carrying amount of that retained investment. Fifth,
entities must provide sufficient disclosures that clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners.





This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. This
Statement shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.





NOTE
3 - SETTLEMENT





On
October 22, 2007, the Company, BSP, the Company’s President and Chief Executive
Officer and the Treasurer and Secretary (collectively, the “BSLM Parties”), and
Tarun Mendiratta (“Mendiratta”) entered into a settlement agreement and general
release (the “Settlement Agreement”) with BSFC, Innovative Industries, Bio
Solutions of Louisiana, Environmental Services of Mississippi, Wade’s Farm,
Wayne Wade, Louis Elwell, III, Sabrina Baio, and Amanda Best (collectively, the
“BSFC Parties”).





The
Settlement Agreement was entered into in connection with a complaint filed in
June 2007 by Wade against the Company in the United States District Court for
the Southern District of Mississippi. The complaint alleged breach of contract.
In July 2007, the Company and BSP filed a counterclaim against the BSFC Parties,
seeking damages, injunctive, and declaratory relief. In September, 2007, the
BSFC Parties filed a counterclaim and third-party complaint against the BSLM
Parties and Mendiratta, seeking damages, injunctive, and declaratory relief. The
foregoing narrative description is referred to herein as the
“Litigation.”





Under the
terms of the Settlement Agreement, the BSLM Parties and the BSFC Parties have
agreed to full and complete settlement and general release of all claims
asserted by the parties regarding the subject matter of the Litigation. In
consideration for this settlement of claims, the Company and BSP (i) sold
certain assets comprised of tangible personal property, including equipment,
furniture, fixtures, and inventory, to the BSFC Parties, (ii) granted BSFC a
perpetual, royalty free license to make, use, and sell cleaning and waste
removal products based on BSP’s proprietary formulations; (iii) procured the
transfer of 100,000 shares of BSFC common stock held by the President of BESI,
(iv) procured the waiver/cancellation from the President of BESI of his right to
receive an additional 100,000 shares of BSFC common stock; (v) procured the
issuance of a limited recourse promissory note by the President of BESI in the
amount of twenty five thousand dollars ($25,000) to the BSFC Group; and (vi)
issued a full recourse guarantee of this promissory note. In consideration of
the foregoing, BSLM received 8,826,809 shares of the Company’s common stock
previously held by the BSFC Parties.





In
November 2007, the President of BESI paid approximately $16,000 of the $25,000
due under the limited recourse promissory note, and in December 2007, the
Company paid approximately $8,000 under the full recourse guarantee. The Company
currently owes approximately $1,000 under the full recourse
guarantee.





F-11





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007




NOTE
3 – SETTLEMENT (continued)





Under the
Settlement Agreement, all prior agreements between the BSLM Parties, on the one
hand, and the BSFC Parties, on the other hand, were cancelled, terminated, and
held for naught in their entirety, and all rights, liabilities, and obligations
of the parties under such prior agreements were extinguished in their
entirety.





The
Company recognized a $457,739 gain in fiscal year ended October 31, 2007 for the
Settlement Agreement that is comprised of the following costs and (income)
items:





Assignment
      of property and equipment
                      
                      $
                      545,861Forgiveness
      of amounts receivable
                      
                      
                      329,197Company
      common stock received to treasury
                      
                      
                      (970,949
                      )Forgiveness
      of amounts payable
                      
                      
                      (361,848
                      )Gain
      on legal settlement
                      
                      $
                      (457,739
                      )





NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accrued
expenses are comprised of the following as of October 31, 2008:





Accounts
      payable
                      
                      $
                      372,348Salaries
                      
                      
                      298,298Interest
                      
                      
                      208,305Legal
      costs
                      
                      
                      100,000Payroll
      taxes
                      
                      
                      59,669Other
                      
                      
                      7,173Total
      accrued expenses
                      
                      $
                      1,045,793





NOTE
5 – NOTES PAYABLE





On
November 29, 2006, the Company entered into a loan agreement with certain
existing related party lenders and a new lender, pursuant to which the Company
borrowed approximately $164,000 and certain outstanding debt obligations were
amended and restated. Under the loan agreement, the existing lenders received
amended and restated convertible promissory notes in the aggregate principal
amounts of $537,955 and $264,625, respectively, and the new lender received a
convertible promissory note in the aggregate principal amount of $164,000. Under
the loan agreement and the notes, each lender may, in its sole and absolute
discretion, make additional loans to the Company, up to an aggregate total of
$1,000,000 per lender, which bear interest at 8% per annum. Each note was
convertible into shares of the Company’s common stock at a conversion rate equal
to the lower of (a) $0.05 per share, and (b) seventy percent (70%) of the three
day average of the closing bid price of the Company’s common stock immediately
prior to conversion, although such conversions could not be less than $0.01 per
share, in any circumstances. In May 2008, the conversion price was amended to
provide a fixed conversion price of $0.001 per share.  In addition,
the note holders cannot convert any principal or interest under the notes to the
extent that such conversion would require the Company to issue shares of its
common stock in excess of its authorized and unissued shares of common
stock.  The notes have since been transferred to a single
entity





During
the fiscal year ended October 31, 2008, one lender converted $106,560 in
principal into 16,000,000 shares of Company common stock. Income of $55,990 was
recorded in fiscal 2008, attributed the beneficial conversion feature with this
loan agreement. The notes are secured by a first priority security interest in
all of the assets of the Company.  As of October 31, 2008, the
aggregate principal outstanding was $833,578.





As of
October 31, 2008, the Company is obligated to repay a $19,500 advance made by a
shareholder in April 2007.





F-12





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
6 - EQUITY TRANSACTIONS





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





Preferred
Stock





As of
October 31, 2008, the Company had authorized 10,000,000 shares of preferred
stock.  The Company’s board of directors is expressly authorized to
provide for the issue of all or any of the shares of the preferred stock in one
or more series, and to fix the number of shares and to determine or alter for
each such series, such voting powers, full or limited, or no voting powers, and
such designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be adopted by the board of directors and as may be permitted by
law.





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





On August
1, 2008, the Company issued 10,000 shares of Series A preferred stock to the
Company’s chief financial officer in consideration of accrued and unpaid
salary.  The Company deemed the stated value of the Series A preferred
stock to be $1.00 per share.





Common
Stock





Effective
with the October 31, 2008 change in the Company’s articles of incorporation, the
Company has 1,000,000,000 shares of authorized common stock, of which 89,078,228
were issued and outstanding.  Par value was changed to $0.00001 per
share from $0.001 per share.  The holders of the Company’s common
stock are entitled to one vote per share of common stock held.





During
fiscal 2007, the following equity transactions occurred:





The
Company issued 9,960,000 shares of common stock for services valued at
$1,301,594, at share prices ranging from $0.10 to $0.22 per share, which was at
the then market price of the trading stock of the Company.





The
Company issued 1,000,000 shares of common stock for the purchase of equipment
valued at $200,000, or $0.20 per share.





The
Company issued 7,250,000 shares of common stock for conversion of indebtedness
recorded at $362,500, at $0.05 per share, pursuant to the terms of such debt
agreement.





On
October 22, 2007, in connection with settlement of Litigation (See Note 3), the
Company received 8,826,809 shares of its outstanding common stock that were
placed the shares in treasury and then cancelled.





In an
agreement dated October 31, 2007, the Company committed to issuing 500,000
shares of its common stock to an employee by April 30, 2008 or sooner in the
event a contractual condition is satisfied.





During
fiscal 2008, the following equity transactions occurred:





The
Company issued 26,725,000 shares of common stock for services valued at
$266,322, at share prices ranging from $0.0014 to $0.09 per share, which was at
the then market price of the trading stock of the Company.





The
Company issued 10,000 shares of Series A preferred stock for services valued at
$10,000, at a share price of $1.00, which was deemed to be the then market price
of the stock.





The
Company issued 16,000,000 shares of common stock for conversion of indebtedness
recorded at $106,560, at conversion prices ranging from $0.0245 to $0.001 per
share, pursuant to the terms of such debt agreement.





F-13





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
6 - EQUITY TRANSACTIONS (continued)





Stock
incentive plans





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





On April
22, 2008, the Company adopted its 2008 Stock Incentive Plan (the “2008 Plan”).
The Company is permitted to issue up to 16,000,000 shares of common stock under
the 2008 Plan in the form of stock options, restricted stock awards, and stock
awards to employees, non-employee directors, and outside consultants. As of
October 31, 2008, 2,740,000shares have been issued under the 2008 Plan and
8,000,000 options have been granted.





On April
22, 2008, the Company adopted its 2008 California Stock Incentive Plan (the
“California Plan”). The Company is permitted to issue up to 16,000,000 shares of
common stock under the California Plan in the form of stock options, restricted
stock awards, and stock awards to employees, non-employee directors, and outside
consultants. As of October 31, 2008, 14,535,000 shares have been issued under
the California Plan and no options have been granted.




In
December 2006, options to purchase an aggregate of 4,000,000 shares of common
stock at an exercise price of $0.30 per share were issued to consultants. The
options will vest based on the number of gallons of bio-diesel alternative fuel
that is converted by the Company’s bio-converter from sites introduced directly
or indirectly by the consultant. As the vesting of these options are uncertain,
the Company cannot value such options until a portion or all of such options
have vested based on the achievement of the milestones. A summary of the
non-plan option activity of for the year ended October 31, 2008 is as
follows:




Stock Options
                                  
                                  
                                  Weighted Average
                                    Exercise PriceOutstanding
                                  
                                  
                                  Exercisable
                                  
                                  
                                  Outstanding
                                  
                                  
                                  ExercisableBalance
      - October 31, 2007
                                  
                                  
                                  4,000,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  0.30
                                  
                                  
                                  
                                  -Granted
      Fiscal Year 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
      Fiscal Year 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Expired
      Fiscal Year 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Balance
      - October 31, 2008
                                  
                                  
                                  4,000,000
                                  
                                  
                                  
                                  0
                                  
                                  
                                  $
                                  0.30
                                  
                                  
                                  $
                                  0





The
following table summarizes information about options outstanding and exercisable
at October 31, 2008:




Number
                                Outstanding
                              
                              
                              Weighted-
                                Average
                                Remaining
                                Life in
                                Years
                              
                              
                              Weighted
                                Average
                                Exercise
                                Price
                              
                              
                              Number
                                ExercisableRange
      of exercise prices:$0.30
                              
                              
                              4,000,000
                              
                              
                              
                              1.10
                              
                              
                              $
                              0.30
                              
                              
                              
                              -





Warrants





Warrants
have been issued for equity raises only for the last years. Warrants issued
before October 31, 2006 were issued for services and are fully
vested.





F-14




BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
6 - EQUITY TRANSACTIONS (continued)





Warrants
(continued)





A summary
of the warrant activity of for the years ended October 31, 2008 and 2007 is as
follows:





Warrants
                                          
                                          
                                          Weighted Average
                                            Exercise PriceOutstanding
                                          
                                          
                                          Exercisable
                                          
                                          
                                          Outstanding
                                          
                                          
                                          ExercisableBalance
      - October 31, 2006
                                          
                                          
                                          3,225,000
                                          
                                          
                                          
                                          3,225,000
                                          
                                          
                                          $
                                          0.86
                                          
                                          
                                          $
                                          0.86Granted
      Fiscal Year 2007
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Exercised
      Fiscal Year 2007
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Expired
      Fiscal Year 2007
                                          
                                          
                                          (475,000
                                          )
                                          
                                          
                                          (475,000
                                          )
                                          
                                          
                                          (1.50
                                          )
                                          
                                          
                                          (1.50
                                          )Balance
      - October 31, 2007
                                          
                                          
                                          2,750,000
                                          
                                          
                                          
                                          2,750,000
                                          
                                          
                                          
                                          0.80
                                          
                                          
                                          
                                          0.80Granted
      Fiscal Year 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Exercised
      Fiscal Year 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Expired
      Fiscal Year 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Balance
      - October 31, 2008
                                          
                                          
                                          2,750,000
                                          
                                          
                                          
                                          2,750,000
                                          
                                          
                                          $
                                          0.80
                                          
                                          
                                          $
                                          0.80





NOTE
7 - INCOME TAXES





The
provisions for income taxes for the year ended October 31, 2008 consisted of the
following:





Provision
      benefit for income taxes at statutory federal rate
                      
                      $
                      (220,000
                      )Permanent
      differences
                      
                      
                      82,000Valuation
      Allowance, net operating loss
                      
                      
                      138,000Net
      Income Tax Provision
                      
                      $
                      -





The
reported provision for income taxes for the year ended October 31, 2008 differs
from the amount computed by applying the statutory effective income tax rate of
37% to the loss before income taxes as follows:





Federal
      income taxes at statutory rate
                          
                          
                          (34
                          )%State
      tax rate, net of federal income tax
                          
                          
                          (3
                          )Permanent
      Difference
                          
                          
                          14Valuation
      Allowance
                          
                          
                          23Effective
      income tax rate
                          
                          
                          0
                          %




Due to
net operating losses and the uncertainty of realization, no tax benefit has been
recognized for operating losses. The Company’s ability to utilize its net
operating loss carry forwards is uncertain and thus a valuation reserve in the
amount of $1,1480,000 has been provided against the Company’s net deferred tax
assets.





The
Company has not filed their federal or state income tax returns for several
years.





At
October 31, 2008, the Company has unused net operating losses of approximately
$4,000,000 (which will begin expiring in 2019 through 2028) that may be applied,
against future taxable income.





Due to
the changes in ownership over the years for the various acquisitions, debt
conversions and equity financings, the Company may have triggered a Section 382
limitation on the utilization of such net operating loss carryforwards. The
Company has not performed such an evaluation to determine whether the net
operating loss carryforwards have been limited.





F-15





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
8 - RELATED PARTY TRANSACTIONS





The
Company has had extensive amounts of related party transactions, including the
October 22, 2007 settlement of Litigation (see Note 2) by the Company and the
related parties that were party to the agreements.





On June
30, 2006, the Company acquired 100% of the outstanding shares of Bio
Extraction Services, Inc., a company engaged in bio-fuel technology, from Bio
Solutions Franchise Corp. (formerly an affiliated entity and the Company’s
former sole customer) for 10,000,000 shares of the Company’s common stock. The
Company acquired certain intangibles amounting to $140,000, and a nominal amount
of other assets and assumed certain payables amounting to $66,000. The
transaction has been accounted for as a purchase acquisition under common
control. The issuance of the 10,000,000 shares of common stock was recorded
based on the net acquired net assets at the historical cost basis. The
transaction was considered to be common control as Bio Solutions Franchise Corp.
and its majority stockholders also collectively were the largest stockholders of
the Company. In addition, Bio Solutions Franchise Corp. was the sole
customer of the Company’s bioremediation waste products at that time. In October
2007, Bio Solutions Franchise Corp. and certain parties related thereto returned
8,826,809 of the 10,000,000 shares issued in connection with this acquisition as
part of the settlement of the Litigation described in Note 2 above.





During
2008 and 2007, there were 5,950,000 and 1,530,000 shares of common stock issued,
respectively, to related parties, management and employees of the Company for
services rendered. The expense for such shares issued was recorded using the
then fair market value of the shares at the date of grant.





During
2008, the Company issued 10,000 shares of Series A preferred stock to its chief
financial officer in satisfaction of $10,000 in salary owed.





During
2007, the Company issued 1,000,000 shares of common stock to an employee of its
BESI subsidiary for used equipment purchased from employee for use in
operations. The cost of the equipment acquired was recorded using the then fair
market value of the shares issued.





As of
October 31, 2008, the Company is obligated to repay a $19,500 advance made by a
shareholder in April 2007.





NOTE
9- COMMITMENTS AND CONTINGENCIES





Operating
Leases





BESI
leased an office facility under a one-year non-cancelable operating lease at a
rate of $2,210 per month that expired in September 2008. Net rent expense for
the years ended October 31, 2008 and 2007 was $22,634 and $6,630,
respectively.





Payroll
Taxes





At
October 31, 2008, the Company is delinquent with remitting payroll taxes of
approximately $59,669, including estimated penalties and interest. The Company
has recorded the delinquent payroll taxes, which are included in accrued
expenses on the balance sheet. Although the Company has not entered into any
formal repayment agreements with the respective tax authorities, management
plans to make payment as funds become available. Penalties and interest amounts
are subject to increase based on a number of factors that can cause the
estimated liability to increase further.





Legal
matters





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





F-16





BIO
SOLUTIONS MANUFACTURING, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Years
Ended October 31, 2008 and 2007





NOTE
9- COMMITMENTS AND CONTINGENCIES (continued)





Employment
agreements





The
Company has employment agreements with the Company’s President and Chief
Financial Officer. Each agreement is for an initial term of three years and
provides for annual base salary during the term of the agreement of $75,000 and
$54,000, respectively, provided, however, that base salary shall be increased to
$150,000 and $100,000 per annum, respectively, upon closing of a private
placement of the Company’s debt or equity securities resulting in gross proceeds
of at least $4 million. Each officer will receive performance based bonuses upon
attainment of certain gross revenue targets specified in each employment
agreement. Each officer will also receive stock grants of 200,000, 250,000,
300,000, and 350,000 shares of the Company’s common stock in each of fiscal
2007, 2008, 2009 and 2010. The Company has agreed to grant each officer options
to purchase 4,000,000 shares of our common stock with exercise prices ranging
from $0.17 to $2.00, which options would vest upon the attainment of certain
gross revenue targets, as more specifically set forth in the employment
agreements. The granting of the options is subject to the Company’s adoption of
a stock option plan for such purpose. In fiscal 2007, both officers were awarded
a one-time bonus of $75,000 and $54,000, respectively, which bonuses are
currently accrued but have not been paid.





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





NOTE
10 - SUBSEQUENT EVENTS





The
Company effectuated a 1-for-1,000 reverse stock split of its outstanding shares
of common stock on November 20, 2008.





F-17


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





None.





ITEM
8A. CONTROLS AND PROCEDURES.





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




Evaluation
of Disclosure Controls and Procedures





As of
October 31, 2008, our President and Chief Financial Officer carried out an
evaluation, of the effectiveness of the design and operation of our system of
disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d)
promulgated under the Exchange Act.  Based on this evaluation, our
President and Chief Financial Officer concluded that our controls and procedures
were not effective in ensuring that information required to be disclosed by us
in our periodic reports is recorded, processed, summarized and reported, within
the time periods specified for each report and that such information is
accumulated and communicated to our management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





During
the course of the preparation of our October 31, 2008 financial statements, we
identified certain material weaknesses relating to our internal controls and
procedures within the areas of accounting for equity transactions, document
control, account analysis, and reconciliation.  Some of these internal
control deficiencies may also constitute deficiencies in our disclosure
controls.





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





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





In
addition, our President and Chief Financial Officer have determined that no
change in our internal control over financial reporting occurred during the
fourth quarter of our fiscal year ended October 31, 2008 that has materially
affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of
the Securities Exchange Act of 1934) reasonably likely to materially affect, our
internal control over financial reporting.





Our
President and Chief Financial Officer are in the process of implementing a more
effective system of controls, procedures, and other changes in the areas of
accounting for equity transactions, document control, account analysis, and
reconciliation to insure that information required to be disclosed in this
annual report on Form 10-K has been recorded, processed, summarized and reported
accurately.  Our management acknowledges the existence of this
problem, and intends to developed procedures to address them to the extent
possible given limitations in financial and manpower resources.


28





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





Among the
changes needed to be implemented are the following:




·
            Document
      control system established and monitored for
  compliance;


·
            Timely
      analysis of accounting treatment and disclosure requirements for
      contractual agreements;


·
            Centralized
      control of cash disbursements;


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


·
            Control
      function added to review
reconciliations.





ITEM
8B.  OTHER INFORMATION.





Loan
Agreement





Since 2003, we have
borrowed money from a group of third-party lenders in order to fund our
operations.  As of February 5, 2008, the outstanding principal balance
on these loans was approximately $746,689.On November 29,
2006, we entered into a loan agreement with certain these lenders and a new
lender, pursuant to which we borrowed approximately $164,000 of new funds, and
pursuant to which the outstanding debt obligations were amended and
restated.  Under the loan agreement, the existing lenders received
amended and restated convertible promissory notes in the aggregate principal
amounts of $537,955 and $264,625, respectively, and the new lender received a
convertible promissory note in the aggregate principal amount of
$164,000.  Under the loan agreement and the notes, each lender may, in
its sole and absolute discretion, make additional loans to us, up to an
aggregate total of $1,000,000 per lender.  Each note bears interest at
the rate of eight percent (8%) per annum and is payable on
demand.  Each note was also convertible into shares of our common
stock at a conversion rate equal to the lower of (a) $0.05 per share, and (b)
seventy percent (70%) of the three day average of the closing bid price of our
common stock immediately prior to conversion; provided, however, that the
conversion price could not be less that $0.01 per share under any
circumstances.  In May 2008, the conversion price was amended to
provide for a fixed conversion price of $0.001 per share.  In
addition, the note holders cannot convert any principal or interest under the
notes to the extent that such conversion would require us to issue shares of our
common stock in excess of our authorized and unissued shares of common
stock.  The notes are secured by a first priority security interest in all
of our assets.  By their terms, the holder of the notes may not
convert the notes to the extent such conversion would cause the holder, together
with its affiliates, to have acquired a number of shares of common stock that
would exceed 4.99% of our then outstanding common stock.


29


PART
III





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





Executive
Officer and Directors





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





Name
            
            Age
            
            PositionDavid
      S. Bennett
            
            68
            
            Chairman
      of the Board of Directors, President, and Chief Executive
      OfficerPatricia
      M. Spreitzer
            
            53
            
            Vice
      President, Secretary, Treasurer, and
Director





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





Patricia M.
Spreitzer has been a director of Bio Solutions Manufacturing, Inc. since
March 2004 and its Secretary and Treasurer since November
2004.  During the period from 2001 through 2003, Ms. Spreitzer had
been employed as the assistant project controller for a publicly owned
international general contractor.  Prior and subsequent to such
employment, she was an office manager responsible for all administrative
functions including accounts receivable and accounts payable and
payroll.





Board
of Directors, Board Meetings and Committees





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





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





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


30


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





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





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





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





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





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





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





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





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





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





·
            Ensure
      that the annual incentive compensation plan is administered in a manner
      consistent with our compensation strategy and the terms of such plan,
      including but not limited to the following:  participation,
      target annual incentive awards, corporate financial goals, actual awards
      paid to officers, total funds reserved for payment under the plan, and
      potential qualification under IRS Code Section
  162(m).





·
            Review
      matters related to management performance, compensation, and succession
      planning (including periodic review and approval of Chief Executive
      Officer and other officer succession planning) and executive development
      for executive staff.





·
            Approve
      separation packages and severance benefits for officers to the extent that
      the packages are outside the ordinary plan
  limits.





·
            Have
      full access to our executives and personnel as necessary to carry out its
      responsibilities.





·
            Obtain
      such data or other resources as it deems necessary to perform its duties,
      including, but not limited to, obtaining external consultant reports or
      published salary surveys, and engaging independent compensation
      consultants and other professionals to assist in the design, formulation,
      analysis, and implementation of compensation programs for our officers and
      other key employees.





·
            Have
      responsibility for the review and approval of all reports and summaries of
      compensation policies and decisions as may be appropriate for operational
      purposes or as may be required under applicable
  law.


31





·
            Perform
      any other activities consistent with the Compensation Committee charter,
      our bylaws, and governing law as the Committee or the board deems
      necessary or appropriate.





·
            Review
      the Committee Charter from time to time and recommend any changes to the
      board.





·
            Report
      to the Board on the major items covered at each Committee
      meeting.





During
the last fiscal year, there were two meetings of the
Compensation Committee.





We do not
have any defined policy or procedure requirements for stockholders to submit
recommendations or nominations for directors.  Our board of directors
believes that, given the early stages of our development, a specific nominating
policy would be premature and of little assistance until our business operations
develop to a more advanced level.  We do not currently have any
specific or minimum criteria for the election of nominees to our board of
directors and we do not have any specific process or procedure for evaluating
such nominees.  Our board of directors assesses all candidates,
whether submitted by management or stockholders, and makes recommendations for
election or appointment.





A
stockholder who wishes to communicate with our board of directors may do so by
directing a written request to our Company addressed to our Chief Executive
Officer.  We intend to hold annual meetings of stockholders during the
summer season, at which meetings our directors will be up for
re-election.  We currently do not have a policy regarding the
attendance of board members at the annual meeting of stockholders.





Family
Relationships




There are
no family relationships between or among any of the current directors, executive
officers or persons nominated or charged by the Company to become directors or
executive officers.




Involvement
in Certain Legal Proceedings





None of
our directors or executive officers has, during the past five
years:





·
            been
      convicted in a criminal proceeding or been subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offences);





·
            had
      any bankruptcy petition filed by or against any business of which he was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two years prior to that
time;





·
            been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities; or





·
            been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





Director
Independence




Our
board of directors has determined that currently none of it members 
qualify as “independent” as the term is used in Item 407 of Regulation S-B as
promulgated by the SEC and in the listing standards of The Nasdaq Stock Market,
Inc. - Marketplace Rule 4200.


32





Section
16(a) Beneficial Ownership Reporting Compliance




Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the period ended
October 31, 2008, no Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis.





Code
of Ethics





We have
adopted a code of ethics that applies to the principal executive officer and
principal financial and accounting officer.  We will provide to any
person without charge, upon request, a copy of our code of
ethics.  Requests may be directed to our principal executive offices
at 4440 Arville Street Suite 6, Las Vegas, NV 89103.





ITEM
10. EXECUTIVE COMPENSATION





Summary
Compensation Table—Fiscal 2008 and 2007





The table
below summarizes the total compensation paid or awarded to each of the Named
Executive Officers for Fiscal years 2008, 2007 and 2006.




Name
      and Principal Position
                            
                            Year
                            
                            Salary ($)
                            
                            
                            Bonus
      ($)
                            
                            
                            Stock
      Awards ($)
                            
                            
                            Option
                              Awards ($)
                            
                            
                            All
      Other
                              Compensation ($)
                            
                            
                            Total
      ($)David
      S. Bennett
                              Chairman,
      President and
                              Chief
      Executive Officer
                            
                            2008
                            
                            $
                            75,000
                            (1)
                            
                            
                            -0-
                            
                            
                            $
                            4,500
                            (2)
                            
                            $
                            24,000
                            (3)
                            
                            
                            -0-
                            
                            
                            $
                            103,5002007
                            
                            
                            -0-
                            
                            
                            $
                            75,000
                            (4)
                            
                            $
                            48,750
                            (5)(6)(7)
                            
                            
                            -0-
                            (8)
                            
                            
                            -0-
                            
                            
                            $
                            123,750Patricia
      M. Spreitzer
                              Vice
      President, Secretary
                              and
      Treasurer
                            
                            2008
                            
                            $
                            54,000
                            (9)
                            
                            
                            -0-
                            
                            
                            $
                            14,500
                            (2)(10)
                            
                            $
                            24,000
                            (3)
                            
                            
                            
                            
                            
                            $
                            92,5002007
                            
                            
                            -0-
                            
                            
                            $
                            54,000
                            (4)
                            
                            $
                            48,750
                            (5)(6)(7)
                            
                            
                            -0-
                            (8)
                            
                            
                            -0-
                            
                            
                            $
                            102,750





(1)
            $70,000
      of this amount was accrued as salary but not
  paid.


(2)
            Received
      450,000 shares of common stock in lieu of $4,500 in salary.  In
      addition, each officer’s employment agreement provides for a stock grant
      of 250,000 shares in Fiscal 2008, but this amount has not been
      paid.


(3)
            On
      October 30, 2007, the Company agreed to grant each officer an option award
      of 4,000,000 with exercise prices ranging from $0.17 to
      $2.00.  The granting of the options is subject to the Company’s
      adoption of a stock option plan for such purpose, which plan was adopted
      on April 22, 2008.  Our stock price was $0.006 on April 22,
      2008.


(4)
            Each
      officer received a one time bonuses to reflect payment equal to such
      employee’s annual salary for services rendered in fiscal year
      2007.  These bonuses have been accrued, but not
    paid


(5)
            In
      October 2007, each officer received a stock award of 200,000 shares under
      the terms of its employment agreement.  On the date of grant,
      the market value of our common stock was
$0.12.


(6)
            In
      January 2007, each officer received a stock award of 100,000 shares for
      services rendered as an officer.  On the date of thee grant of
      the stock award, the market value of our common stock was
      $0.165.


(7)
            In
      January 2007, each director received a stock award of 50,000 shares for
      services rendered as a director.  On the date of thee grant of
      the stock award, the market value of our common stock was
      $0.165.


(8)
            On
      October 30, 2007, the Company agreed to grant each officer an option award
      of 4,000,000 with exercise prices ranging from $0.17 to
      $2.00.  The granting of the options is subject to the Company’s
      adoption of a stock option plan for such
  purpose.


(9)
            $48,000
      of this amount was accrued as salary but not
  paid.


(10)
            Received
      10,000 shares of Series A preferred stock in lieu of $10,000 in
      salary.


33


Grants
of Plan-Based Awards





The
following table sets forth information concerning the number of shares of common
stock underlying restricted stock awards and stock options granted to the Named
Executive Officers in Fiscal 2008.




Name
                                          
                                          
                                          
                                          Approval
                                            Date
                                          
                                          Estimated
                                            Future
                                            Payouts
                                            Under Non-
                                            Equity
                                            Incentive
                                            Plan Awards
                                          
                                          
                                          Estimated
                                            Future
                                            Payouts
                                            Under
                                            Equity
                                            Incentive
                                            Plan Awards
                                          
                                          
                                          All
      Other
                                            Stock
                                            Awards:
                                          
                                          
                                          All
      Other
                                            Option
                                            Awards:
                                          
                                          
                                          Exercise or
                                            Base
      Price
                                            of
      Option
                                            Awards
                                            ($/Sh)(2)
                                          
                                          
                                          Grant Date
                                            Fair Value
                                            of Stock and
                                            Option
                                            Awards(3)Grant Date
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          Number of
                                            Shares of
                                            Stock or
                                            Units (#)
                                          
                                          
                                          Number of
                                            Securities
                                            Underlying
                                            Options (#)(1)David
      S.Bennett
                                          
                                          4/22/2008
                                          
                                          10/30/2007
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          4,000,000
                                          
                                          
                                          $
                                          $0.17-$2.00
                                          
                                          
                                          $
                                          24,0003/7/2008
                                          
                                          3/7/2008
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          450,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          4,500Patricia
      M. Spreitzer
                                          
                                          4/22/2008
                                          
                                          10/30/2007
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          4,000,000
                                          
                                          
                                          $
                                          $0.17-$2.00
                                          
                                          
                                          $
                                          24,0003/7/2008
                                          
                                          3/7/2008
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          450,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          4,5008/1/2008
                                          
                                          8/1/2008
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          10,000
                                          (4)
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          10,000








(1)
            On
      October 30, 2007, the Company agreed to grant each officer an option award
      of 4,000,000 shares.  The granting of the options was subject to
      the Company’s adoption of a stock option plan for such purpose, which plan
      was established on April 22, 2008.


(2)
            The
      exercise price for the proposed option awards range from $0.17 to $2.00
      per share.


(3)
            Represents
      the grant date fair value of each equity award calculated in accordance
      with FAS 123R.(4)
            Represents
      10,000 shares of series A preferred
stock.





Outstanding
Equity Awards at Fiscal Year-End




The
following table sets forth all outstanding equity awards made to each of the
Named Executive Officers that are outstanding at the end of Fiscal
2008.




Option Awards (1)
                      
                      Stock AwardsName
                      
                      Number of
                        Securities
                        Underlying
                        Unexercised
                        Options (#)
                        Exercisable
                      
                      
                      Number of
                        Securities
                        Underlying
                        Unexercised
                        Options (#)
                        Unexercisable
                      
                      
                      Option Exercise
                        Price ($)
                      
                      Option
                        Expiration
      Date
                      
                      Number of
                        Shares
                        or Units
                        of Stock That
                        Have Not
                        Vested (#)
                      
                      
                      Market Value
                        of Shares or
                        Units of Stock
                        That Have Not
                        VestedDavid
      S. Bennett
                      
                      
                      0
                      
                      
                      
                      4,000,000
                      
                      
                      
                      (1
                      )
                      October
      30, 2012
                      
                      
                      —
                      
                      
                      
                      —Patricia
      M. Spreitzer
                      
                      
                      0
                      
                      
                      
                      4,000,000
                      
                      
                      
                      (1
                      )
                      October
      30, 2012
                      
                      
                      —
                      
                      
                      
                      —





(1)
            On
      October 30, 2007, the Company agreed to grant each officer an option award
      of 4,000,000 shares of our common stock with exercise prices ranging from
      $0.17 to $2.00, which options would vest upon the attainment of certain
      gross revenue targets ranging from $3,000,000 to
      $60,000,000.  The granting of the options was subject to the
      Company’s adoption of a stock option plan for such purpose, which plan was
      established on April 22, 2008.




34


Option
Exercises and Stock Vested





No stock
options vested or were exercised by any Named Executive Officers in Fiscal
2008.





Employment
Agreements





On
October 30, 2007, we entered into employment agreements with each of David S.
Bennett and Patricia M. Spreitzer. A description of the material terms of each
agreement is set forth below and copies of each agreement in incorporated by
reference as exhibits hereto.





David S. Bennett.We entered
into an employment agreement with David S. Bennett pursuant to which we employ
Mr. Bennett as our President and Chief Executive Officer. The agreement is for
an initial term of three years and provides for an annual base salary during the
term of the agreement of $75,000, provided, however, that this base salary shall
be increased to $150,000 per annum upon closing of a private placement of our
debt or equity securities resulting in gross proceeds of at least $4
million.  Mr. Bennett will receive performance based bonuses upon
attainment of certain gross revenue targets specified in the employment
agreement.  Mr. Bennett will also receive stock grants of 200,000,
250,000, 300,000, and 350,000 shares of our common stock in each of fiscal 2007,
2008, 2009, and 2010.  The Company has agreed to grant Mr. Bennett
options to purchase 4,000,000 shares of our common stock with exercise prices
ranging from $0.17 to $2.00, which options would vest upon the attainment of
certain gross revenue targets, as more specifically set forth in the
Agreement.  The granting of the options is subject to the Company’s
adoption of a stock option plan for such purpose.  Mr. Bennett also
received a one-time bonus of $75,000, which bonus is currently accrued but has
not been paid.





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





Patricia M. Spreitzer.We
entered into an employment agreement with Patricia M. Spreitzer pursuant to
which we employ Ms. Spreitzer as our Secretary and Treasurer. The agreement is
for an initial term of three years and provides for an annual base salary during
the term of the agreement of $54,000, provided, however, that this base salary
shall be increased to $100,000 per annum upon closing of a private placement of
our debt or equity securities resulting in gross proceeds of at least $4
million. Ms. Spreitzer will receive performance based bonuses upon attainment of
certain gross revenue targets specified in the employment
agreement.  Ms. Spreitzer will also receive stock grants of 200,000,
250,000, 300,000, and 350,000 shares of our common stock in each of fiscal 2007,
2008, 2009, and 2010.  The Company has agreed to grant Ms. Spreitzer
options to purchase 4,000,000 shares of our common stock with exercise prices
ranging from $0.17 to $2.00, which options would vest upon the attainment of
certain gross revenue targets, as more specifically set forth in the
Agreement.  The granting of the options is subject to the Company’s
adoption of a stock option plan for such purpose.  Ms. Spreitzer will
also receive a one-time bonus of $54,000, which bonus is currently accrued by
has not been paid.





Potential
Payments upon Termination





Both
David S. Bennett and Patricia M Spreitzer have entered into an employment
agreements. Under the terms of their respective Employment Agreement, if during
the Initial Term (as defined), the executive resigns with “good
reason”  or if the Company terminates executive’s employment without
cause or if such executive’s employment is terminated due to death or
disability, such executive (or their estate) will be granted twelve
(12) months of base salary. Additionally, after the Initial Term, if the
Company terminates such executive’s employment without cause or if such
executive’s employment is terminated due to disability, such executive will be
granted six (6) months of base salary.





35


The
following table sets forth quantitative information with respect to potential
payments to be made to each of the Named Executive Officers upon termination in
various circumstances. The potential payments are based on each of the Named
Executive Officer’s Employment Agreement discussed above. For a more detailed
description of the Employment Agreement, see the “Employment Agreements” section
above.




Name
                  
                  During Initial
                    Term(1)
                  
                  
                  After Initial Term(2)David
      S. BennettBase
      Salary/Severance (3)
                  
                  $
                  75,000
                  
                  
                  $
                  37,500Stock
      Options
                  
                  
                  
                  (4)
                  
                  
                  
                  (4)Patricia
      M. SpreitzerBase
      Salary/Severance (5)
                  
                  $
                  54,000
                  
                  
                  $
                  27,000Stock
      Options
                  
                  
                  
                  (4)
                  
                  
                  
                  (4)





(1)
            Payment
      due if executive resigns with “good reason”  or if the Company
      terminates executive’s employment without cause or if such executive’s
      employment is terminated due to death or
  disability.





(2)
                  Payment
      due if the Company terminates such executive’s employment without cause or
      if such executive’s employment is terminated due to
      disability.(3)
                  Based
      upon current base salary of $75,000; provided, however, that Mr. Bennett’s
      base salary increases to $150,000 upon closing of a private placement of
      the Company’s debt and/or equity securities resulting in gross proceeds to
      the Company of at least $4,000,000.(4)
                  Executive
      is entitled to all Options which would have accrued during the “severance
      period” defined under footnotes (1) and (2) above.(5)
                  Based
      upon current base salary of $54,000; provided, however, that Ms.
      Spreitzer’s base salary increases to (i)  $84,000 upon closing
      of a private placement of the Company’s debt and/or equity securities
      resulting in gross proceeds to the Company of at least $4,000,000 and (ii)
      100,000 upon satisfaction of (i) and provided that Ms. Spreitzer devotes
      100%of her time to the
Company.





Compensation
of Directors





Our
directors did not receive any compensation for their services as a director in
2008.All directors
are entitled to reimbursement for reasonable out-of-pocket expenses in attending
board of directors meetings and for promoting our business.


36


ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of February 3, 2009 by the following
persons:




·
            each
      person who is known to be the beneficial owner of more than five percent
      (5%) of our issued and outstanding shares of common
  stock;




·
            each
      of our directors and executive officers;
and




·
            all
      of our directors and executive officers as a
  group.







Name And
                Address (1)
              
              Number Of
                Common
                Shares
                Beneficially
                Owned
              
              
              Percentage
                Owned (2)
              
              
              Number Of
                Series A
                Preferred
                Shares
                Beneficially
                Owned
              
              
              Percentage
                Owned (2)
              
              
              Percentage of
                Total Voting
                Power (3)David
      S. Bennett
              
              
              785
              
              
              
              *
              
              
              
              —
              
              
              
              —
              
              
              
              *Patricia
      M. Spreitzer
              
              
              1,000
              
              
              
              1.09
              %
              
              
              10,000
              
              
              
              100
              %
              
              
              99.9
              %Loewen
      Global Futures Fund, Ltd.(4)
              
              
              5,000
              (5)
              
              
              5.48
              %
              
              
              —
              
              
              
              —
              
              
              
              *All
      directors andofficers
      as a group (2 persons)
              
              
              1,785
              
              
              
              1.96
              
              
              
              10,000
              
              
              
              100
              %
              
              
              99.9
              %





*Less
than 1%


(1)
            Unless
      otherwise noted, the address is c/o Bio Solutions Manufacturing, Inc.,
      4440 Arville Street, # 6, Las Vegas, NV
89103


(2)
            Based
      on 91,097 common shares and 10,000 series A preferred shares issued and
      outstanding on February 3, 2009.


(3)
            Holders
      of our common stock are entitled to one vote per share, for a total of
      91,097 votes. Holders of our series A preferred stock are entitled to the
      number of votes on such matters equal to the product of (a) the number of
      shares of the series A preferred stock held by such holder, (b) the number
      of issued and outstanding shares of our  common stock, on a
      fully-diluted basis, as of the record date for the vote, or, if no such
      record date is established, as of the date such vote is taken or any
      written consent of stockholders is solicited, and (c)
      0.0002.  Our convertible notes currently convert into
      1,041,883,000 shares of common stock.  Accordingly the series A
      preferred are entitled to a total of 2,83,766,000
  votes.


(4)
            The
      address is Seefeldstrasse 35, CH-8034, Zurich,
  Switzerland.


(5)
            Includes
      2,500 common shares and a warrant t0 purchase 2,500 shares of our common
      stock at a price of $800 per share.  Thomas Bellwald is the
      principal of Loewen Global Futures Fund, Ltd. That we believe has voting
      and investment control over the shares hold by Loewen Global Futures Fund,
      Ltd.





Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.  The number of shares and the percentage beneficially owned by
each individual listed above include shares that are subject to options held by
that individual that are immediately exercisable or exercisable within 60 days
from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.


37





ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.





Other
than the transactions, we have not been a party to any transaction, proposed
transaction, or series of transactions in which the amount involved exceeds the
lesser of $120,000 or one percent of our average total assets for the last three
fiscal years, and in which, to our knowledge, any of our directors, officers,
five percent beneficial security holder, or any member of the immediate family
of the foregoing persons has had or will have a direct or indirect material
interest:





On
October 30, 2007, we entered into an agreement with Peter Chapin, the then
President of BESI, under which we agreed to issue him 250,000 shares of common
stock as additional consideration for his indirect sale of the business of BESI
to us and for his assistance in connection with the settlement of the BESI
litigation.  In addition, we agreed to issue an additional 500,000
shares in connection therewith upon the earlier of April 30, 2008 or the
satisfaction of certain performance criteria.





On
November 21, 2007, the then President of BESI paid $16,115.72 to the BSFC
Parties, which constituted full and final satisfaction of the $25,000 limited
recourse promissory note.  As a result, we became liable on the full
recourse guarantee in the amount of $8,884.28.  On December 12, 2007,
we paid $7,958.00 of this amount as partial satisfaction of the full recourse
guarantee.  We currently owe $926.28 under the full recourse
guarantee.





On August 1, 2008, we issued 10,000
shares of Series A Preferred Stock to our treasurer in satisfaction of $10,000
of accrued but unpaid salary.





Director
Independence





For our
description of director independence, see “Director Independence” under the
section entitled “Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange Act”
above.




38


ITEM
13.  EXHIBITS





Exhibit No.
              
              Description2.1
              
              Reorganization
      and Stock Purchase Agreement by and between Single Source Financial
      Services Corporation, certain shareholders of Single Source Financial
      Services Corporation, Bio-Solutions Manufacturing, Inc., and the
      shareholders of Bio-Solutions Manufacturing, Inc., incorporated by
      reference to our Current Report on Form 8-K filed on April 2,
      2004.2.2
              
              Stock
      Purchase Agreement dated as of June 2, 2006 by and between Bio Solutions
      Manufacturing, Inc. and Bio Solutions Franchise Corp., incorporated by
      reference to our Quarterly Report on Form 10-QSB filed on June 21,
      2006.2.3
              
              Merger
      Agreement dated as of September 4, 2008 by and between Bio Solutions
      Manufacturing, Inc., a New York corporation and Bio Solutions
      Manufacturing, Inc., a Nevada corporation, incorporated by reference to
      our Information Statement on Form 14C filed on September 16, 2008 (File
      No. 001-32044).3.1
              
              Amended
      and Restated Articles of Incorporation of Bio Solutions Manufacturing,
      Inc. incorporated by reference to our Information Statement on Form 14C
      filed on September 16, 2008 (File No. 001-32044).3.4
              
              Amended
      and Restated Bylaws of Bio Solutions Manufacturing, Inc. incorporated by
      reference to our Information Statement on Form 14C filed on September 16,
      2008 (File No. 001-32044).4.1
              
              Specimen
      Certificate of Bio Solutions Manufacturing, Inc.’s common stock,
      incorporated by reference to our Annual Report on Form 10KSB/A for the
      year ended October 31, 2006, filed on March 23, 2007.4.2
              
              Form
      of Unit Purchase Agreement among Bio Solutions Manufacturing, Inc., and
      various purchasers, incorporated by reference to our Quarterly Report on
      Form 10-QSB filed on June 21, 2006.4.3
              
              Form
      of convertible secured promissory note, incorporated by reference to our
      Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed
      on March 23, 2007.4.4
              
              Form
      of Registration Rights Agreement by and among Bio Solutions Manufacturing,
      Inc., and various lenders, , incorporated by reference to our Annual
      Report on Form 10KSB/A for the year ended October 31, 2006, filed on March
      23, 2007.4.5
              
              2006
      Stock Incentive Plan, incorporated by reference to our Registration
      Statement on Form S-8, filed on October 31, 2006 (File No.
      333-138339).4.6
              
              2007
      Stock Incentive Plan, incorporated by reference to our Registration
      Statement on Form S-8, filed on October 16, 2007 (File No.
      333-146737).4.7
              
              2008
      Stock Incentive Plan, incorporated by reference to our Registration
      Statement on Form S-8, filed on April 25, 2008 (File No.
      333-150451).4.8
              
              2008
      California Stock Incentive Plan, incorporated by reference to our
      Registration Statement on Form S-8, filed on April 25, 2008 (File No.
      333-150451).10.1
              
              Manufacturing/Marketing
      Agreement between Bio Solutions Manufacturing, Inc. and Bio Solutions
      Franchise Corp., incorporated by reference to our Annual Report on Form
      10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.




39





10.2
              
              Lease
      Agreement with Option between Bio Solutions International, Inc. and
      Innovative Industries, LLC, incorporated by reference to our Annual Report
      on Form 10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.10.3
              
              Loan
      Agreement by and among Bio Solutions Manufacturing, Inc. and various
      lenders, incorporated by reference to our Annual Report on Form 10KSB/A
      for the year ended October 31, 2006, filed on March 23,
    2007.10.4
              
              Security
      Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions
      Production, Inc., Bio-Extraction Services, Inc., and various lenders,
      incorporated by reference to our Annual Report on Form 10KSB/A for the
      year ended October 31, 2006, filed on March 23, 2007.10.5
              
              Intellectual
      Property Security Agreement by and among Bio Solutions Manufacturing,
      Inc., Bio Solutions Production, Inc., Bio-Extraction Services, Inc., and
      various lenders, incorporated by reference to our Annual Report on Form
      10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.10.6
              
              Stock
      Pledge Agreement by and among Bio Solutions Manufacturing, Inc. and
      various lenders, incorporated by reference to our Annual Report on Form
      10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.10.7
              
              Guaranty
      by Bio Solutions Production, Inc. and Bio-Extraction Services, Inc. in
      favor of various lenders, incorporated by reference to our Annual Report
      on Form 10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.10.8
              
              Single
      Source Financial Services Corporation 2002 Omnibus Securities Plan,
      incorporated by reference to our Registration Statement on Form S-8 filed
      on April 19, 2002 (File No. 333-88834), as amended by our Registration
      Statement on Form S-8 filed on August 24, 2005 (File No.
      333-127820).10.9
              
              Stock
      Award Agreement by and between Bio Solutions Manufacturing, Inc. and David
      S. Bennett, incorporated by reference to our Annual Report on Form 10KSB/A
      for the year ended October 31, 2006, filed on March 23,
    2007.10.10
              
              Stock
      Award Agreement by and between Bio Solutions Manufacturing, Inc. and
      Patricia M. Spreitzer, incorporated by reference to our Annual Report on
      Form 10KSB/A for the year ended October 31, 2006, filed on March 23,
      2007.10.11
              
              Employment
      Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc.
      and David S. Bennett, incorporated by reference to our Current Report on
      Form 8-K, filed on November 5, 2007.10.12
              
              Employment
      Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc.
      and Patricia M. Spreitzer, incorporated by reference to our Current Report
      on Form 8-K, filed on November 5, 2007.10.13
              
              Settlement
      Agreement dated as of October 22, 2007, incorporated by reference to our
      Annual Report on From 10-KSB for the year ended October 31, 2007, filed on
      February 13, 2008.10.14
              
              Lease
      Agreement dated as of September 15, 2007, incorporated by reference to our
      Annual Report on From 10-KSB for the year ended October 31, 2007, filed on
      February 13, 2008.10.15
              
              Agreement
      dated as of October 30, 2007 between the Company and Peter Chapin,
      incorporated by reference to our Annual Report on From 10-KSB for the year
      ended October 31, 2007, filed on February 13, 2008.21.1
              
              Subsidiaries
      of Bio Solutions Manufacturing, Inc., filed
  herewith.




40





23.1
              
              Consent
      of Independent Public Accountants, Sherb & Co., LLP, filed
      herewith.31.1
              
              Certification
      of David S. Bennett pursuant to Rule 13a-14(a), filed
      herewith.31.2
              
              Certification
      of Patricia M. Spreitzer pursuant to Rule 13a-14(a), filed
      herewith.32.1
              
              Certification
      of David S. Bennett pursuant to 18 U.S.C Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.2
              
              Certification
      of Patricia M. Spreitzer pursuant to 18 U.S.C Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Appointment of
Auditors





Our Board
of Directors has not yet selected independent accountants to audit our
financial statements for the year ending October 31, 2009.  Sherb
& Co., LLP previously audited our consolidated financial statements for the
fiscal years ended October 31, 2008 and 2007.





Audit Fees





Sherb
& Co., LLP billed us $27,500 in fees for our 2008 annual audit and for
the review of our quarterly financial statements for 2008 and $35,500
in fees for our 2007 annual audit and for the review of our quarterly financial
statements for 2007.





Audit-Related
Fees





We did
not pay any fees to Sherb & Co., LLP for assurance and related services that
are not reported under Audit Fees above in 2008 or 2007.





Tax Fees





We did
not pay any fees to Sherb & Co., LLP for tax compliance, tax advice or tax
planning in 2008 or 2007.





All Other Fees





Sherb
& Co., LLP billed us $3,000 for work in connection with our registration
statement on Form SB-2 in 2007, $2,000 for work in connection with the amendment
to our current report on Form 8-K filed on 2006, and we did not pay any other
fees to Sherb & Co., LLP in either 2008 or 2007, except as described
above.  Our former independent auditors, Baum and Company, LLC billed
us $2,500 for work in connection with our registration statements on Form S-8 in
2007 and $1,525 for work in connection with our registration statement on Form
SB-2 in 2007.





Pre-Approval
Policies and Procedures





We have
implemented pre-approval policies and procedures related to the provision of
audit and non-audit services.  Under these procedures, our board of
directors pre-approves all services to be provided by Sherb & Co., LLP and
the estimated fees related to these services.


41


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. BennettPresident





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
      12, 2009David
      S. Bennett/s/ Patricia M. Spreitzer
                        
                        Secretary,
      Treasurer and Director
                        
                        February
      12, 2009Patricia
      M. Spreitzer


42