**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, 2007**





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




For
      the
      transition period from ___________ to _____________





Commission
      File Number: **001-32044**





**BIO
      SOLUTIONS MANUFACTURING, INC.**


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





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




**4440
      Arville Street, Suite 6**


**Las
      Vegas, NV 89103**


**________________________________________________________________________**


(Address
      of principal executive offices, including zip code)




Registrant’s
                  telephone number, including area code:
              **(702)
                  222-9532**Securities
                  registered pursuant to Section 12(b) of the Act:
              **None**Securities
                  registered pursuant to Section 12(g) of the Act:
              **$.0001
                  par value common
                  stock**


___________________




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




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





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


Yes
oNo
x





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





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $652,837 as of February
      5,
      2008. Shares of common stock held by each officer and director and by each
      person or group who owns 10% or more of the outstanding common stock amounting
      to 885,000 shares have been excluded in that such persons or groups may be
      deemed to be affiliates. This determination of affiliate status is not a
      conclusive determination for any other purpose.





As
      of
      January 31, 2008, 51,103,228 shares of our common stock were issued and
      outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.





**EXPLANATORY
      NOTE**





This
      annual report on Form 10-KSB does not contain all of the information required
      to
      be disclosed under the Securities Exchange Act of 1934, as amended, and the
      rules and regulations promulgated thereunder.  In particular, this annual
      report does not contain the financial statements required by Item 310 of
      Regulation S-B, management’s discussion and analysis required by Item 303 of
      Regulation S-B, disclosure controls and procedures required by Item 307 of
      Regulation S-B, internal control over financial reporting required by Item
      308
      of Regulation S-B, and certifications required under Rule 13a-14 of the
      Securities Exchange Act of 1934, as amended, and Section 1350 of the
      Sarbanes-Oxley Act of 2002.  The company intends to file an amendment to
      this annual report on Form 10-KSB to provide the missing information once it
      becomes available


**PART
      I**





**Item
      1. Description of Business**





**Overview**





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





**Company
      History**





Bio
      Solutions Manufacturing, Inc. (the “Company”) is a New York corporation that was
      formed on September 19, 1994. Prior to the fourth quarter of 2000, 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, we have engaged
      in the business of manufacturing environmentally safe bio-remediation products
      for the treatment of various forms of waste by the food service industry and
      municipal waste treatment plants and other customers throughout the United
      States.





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





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




**Recent
      Developments**





***BSFC
      Litigation*** . On
      October 22, 2007, the company, its wholly owned subsidiary Bio Solutions
      Production, Inc. (“BSP”), David S. Bennett, our President and Chief Executive
      Officer (“Bennett”), and Patricia M. Spreitzer, our Treasurer and Secretary
      (“Spreitzer”) (collectively, the “BSLM Parties”), and Tarun Mendiratta
      (“Mendiratta”) entered into a settlement agreement and general release (the
“Settlement Agreement”) with Bio Solutions Franchise Corp. (“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 us 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 “BSFC
      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 BSFC 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 Bio
      Extraction Services, Inc., a wholly owned subsidiary of the Company (“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, we received 8,826,809 shares of our common stock then held by
      the
      BSFC Parties. These shares were returned to our treasury and cancelled.


1





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.





On
      November 21, 2007, the 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.





**Our
      Business**





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





**The
      Biodiesel Division**





With
      our
      acquisition of BESI and its patent pending oil and grease extraction technology,
      we are entering the biodiesel market. We plan to produce our biodiesel through
      the collection of yellow fat and trap grease, as compared to other manufacturers
      that use agricultural feedstock and other energy sources such as soy oils and
      animal fats. We plan to construct or lease up to 12 mid-size biodiesel plants
      that are capable of producing 1.5 million gallons of biodiesel fuel a year.
      We
      expect to open our first biodiesel plant upon receipt of sufficient capital
      to
      do so We do not anticipate that we will generate revenues in our biodiesel
      division until we have established plants which are operational.




2


**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





***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.


3





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





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





*Co-products-Glycerin*


**


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





**Biodiesel
      Markets**





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





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





*Wholesale
      Market/ Biodiesel Marketers*





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





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.


4





*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.





****** **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 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.




5




**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.





*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.


6





*Future
      Legislation*





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





*Costs
      and Effects of Compliance with Environmental Laws*





We
      are
      subject to extensive air, water and other environmental regulations and we
      have
      been required to obtain a number of environmental permits to construct and
      operate the plant. We are in the process of obtaining all of the necessary
      permits to begin plant operations including air emissions permits, a NPDES
      Permit, storm water discharge permits, and boiler permits. As of January 31,
      2007 we have not yet incurred any expenses in complying with environmental
      laws,
      including the cost of obtaining permits. Any retroactive change in environmental
      regulations, either at the federal or state level, could require us to obtain
      additional or new permits or spend considerable resources on complying with
      such
      regulations.





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.





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
              Reduction


7





Bio
                - 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 GreaseSpot
                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.





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.




8


**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.





*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.





*Potential
      End Users of Cleaning Products*





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.


9




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 Raw** ****** **Materials
      - 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.





**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
      three 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, 2006, 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, 2007. 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, 2007 and 2006, 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.*** ** We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized, and reported within the time periods specified in the
      Securities and Exchange Commission’s rules and forms, and that such information
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure based on the definition of “disclosure controls
      and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure
      controls and procedures, our management recognized that any controls and
      procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.





At
      the
      end of the period ended July 31, 2007, we carried out an evaluation, under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of the
      design and operation of our disclosure controls and procedures. Based on the
      foregoing, our Chief Executive Officer and our Chief Financial Officer concluded
      that our disclosure controls and procedures were not effective to ensure that
      all material information required to be disclosed in our Quarterly Report on
      Form 10-QSB for the period ended July 31, 2007 has been made known to them
      in a
      timely fashion. **** In
      addition, our Chief Executive Officer and Chief Financial Officer have
      identified significant deficiencies that existed in the design or operation
      of
      our internal control over financial reporting that they consider to be “material
      weaknesses.” The Public Company Accounting Oversight Board has defined a
      material weakness as a “significant deficiency or combination of significant
      deficiencies that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.” In light of the material weaknesses described below, we performed
      additional procedures to ensure that the consolidated financial statements
      are
      prepared in accordance with generally accepted accounting principles.
      Accordingly, management believes that the financial statements included in
      the
      Quarterly Report for the period ended April 30, 2007 fairly present in all
      material respects our financial condition, results of operations, and cash
      flows
      for the periods presented.


11





In
      addition, in performing its audit of our consolidated financial statements
      for
      the fiscal year ended October 31, 2006, our independent auditors, Sherb &
Co., LLP, notified our Board of Directors of several reportable conditions
      in
      internal controls under standards established by the American Institute of
      Certified Public Accountants. Reportable conditions involve matters coming
      to
      the attention of our auditors relating to significant deficiencies in the design
      or operation of internal controls that, in their judgment, could adversely
      affect our ability to record, process, summarize, and report financial data
      consistent with the assertions of management in the consolidated financial
      statements. Sherb & Co., LLP stated that while none of the items identified
      by them individually are individually a material weakness, the combined effect
      of these issues and the inability to produce timely accurate financial
      statements is a material weakness.





These
      significant deficiencies in the design and operation of our internal controls
      include the needs to hire additional staffing, to change the structure of our
      finance and accounting department, and to provide training to existing and
      new
      personnel in SEC reporting requirements. Furthermore, the deficiencies include
      the need for formal control systems for journal entries and closing procedures,
      as certain control accounts were not being timely reconciled to the general
      ledger activity, the need to form an independent audit committee as a form
      of
      internal checks and balances and oversight our management, especially for
      related party transactions, to implement budget and reporting procedures, and
      the need to provide internal review procedures for schedules, SEC reports and
      filings prior to submission to the auditors and/or filing with the
      SEC.





These
      deficiencies have been disclosed to our Board of Directors. Additional effort
      is
      needed to fully remedy these deficiencies and we are seeking to improve and
      strengthen our control processes and procedures. As of the date of this
      prospectus, we have relocated our accounting books and records to our Las Vegas,
      Nevada office where our Chief Financial Officer is located, and we have
      terminated the use of related party employee and consultants in our accounting
      department. In addition, we are in the process of improving our internal control
      over financial reporting in an effort to remediate these deficiencies by adding
      additional accounting personnel, improving supervision and increasing training
      of our accounting staff with respect to generally accepted accounting
      principles, providing additional training to our management regarding use of
      estimates in accordance with generally accepted accounting principles,
      increasing the use of contract accounting assistance, and increasing the
      frequency of internal financial statement review. We will continue to take
      additional steps necessary to remediate the material weaknesses described
      above.





**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.





***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.


14




***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.





***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.


15




***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
      February 5, 2008, approximately 9,250,000 shares of our common stock were
      reserved for issuance upon exercise or conversion of the following securities:
      (i) 69,872,076 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) 2,500,000 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) 250,000 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.





***A
      substantial number of our convertible securities are convertible into shares
      of
      common stock at a current on price of $0.05 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*** **.** Our
      outstanding convertible notes are presently convertible into 69,872,076 shares
      of common stock at a per share conversion price equal to the lesser of (i)
      $0.05
      and (ii) 70% of the 5 day average closing bid price of our common stock prior
      to
      conversions (which is $0.013 as of February 5, 2008), 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.


16





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




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





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





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





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





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




17





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





**Cautionary
      Statement Concerning**


**Forward-Looking
      Statements**





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





**Item
      2. Description of Property**





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, leases a building in Hawley, Pennsylvania. The
      building is leased for a term of 1 year, expiring on September 15, 2008 at
      a
      rate of $2,210 per month. We must give 6 months notice of our intent to renew
      the lease. If we decide to renew the lease our rate will be increased 5% to
      $2,320 per month.





**Item
      3. Legal Proceedings**




***BSFC
      Litigation*** . On
      October 22, 2007, the company, its wholly owned subsidiary Bio Solutions
      Production, Inc. (“BSP”), David S. Bennett, our President and Chief Executive
      Officer (“Bennett”), and Patricia M. Spreitzer, our Treasurer and Secretary
      (“Spreitzer”) (collectively, the “BSLM Parties”), and Tarun Mendiratta
      (“Mendiratta”) entered into a settlement agreement and general release (the
“Settlement Agreement”) with Bio Solutions Franchise Corp. (“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 us 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 “BSFC
      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 BSFC 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 Bio
      Extraction Services, Inc., a wholly owned subsidiary of the Company (“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, we received 8,826,809 shares of our common stock then held by
      the
      BSFC Parties. These shares were returned to our treasury and cancelled.


18





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.





On
      November 21, 2007, the 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.





*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. We
      believe that the allegations contained within this complaint are without merit
      and intend to defend the litigation.




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





None.




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 “BSLM.OB.” The
        following table shows the high and low bid or close prices for our common
        stock
        for each quarter since November 1, 2005 as reported by the OTC Bulletin Board.
        We consider our stock to be “thinly traded” and any reported sale prices may not
        be a true market-based valuation of the stock. Some of the bid quotations
        from
        the OTC Bulletin Board set forth below may reflect inter-dealer prices, without
        retail mark-up, mark-down or commission and may not represent actual
        transactions.
 
 November
                  1, 2005 to October 31, 2006
              
              High
                  Close
              
              Low
                  CloseFirst
                  quarter
              
              $
              0.65
              
              $
              0.33Second
                  quarter
              
              
              0.98
              
              
              0.26Third
                  quarter
              
              
              0.70
              
              
              0.23Fourth
                  quarter
              
              
              0.38
              
              
              0.17
 
 November
                  1, 2006 to October 31, 2007
              
              High
                  Bid
              
              Low
                  BidFirst
                  quarter
              
              $
              0.24
              
              $
              0.155Second
                  quarter
              
              
              0.17
              
              
              0.13Third
                  quarter
              
              
              0.26
              
              
              0.13Fourth
                  quarter
              
              
              0.17
              
              
              0.105
 
 As
        of
        January 31, 2008, there were approximately 1,795 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,
        2007: ****
 
 **(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
              
              
              —
              
              
              —
              
              
              8,490,000
              (1) (2)Total
              
              
              —
              
              $
              —
              
              
              8,490,000
              (1) (2)
 
 **(1)**  **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, 2007, we had issued 1,510,000 shares.
  20
  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)**  **2006
        Stock Incentive Plan.** The
        purpose of our 2006 Stock Incentive Plan is to advance the best interests
        of the
        company by providing those persons who have a substantial responsibility
        for our
        management and growth with additional incentive and by increasing their
        proprietary interest in the success of the company, thereby encouraging them
        to
        maintain their relationships with us. Further, the availability and offering
        of
        stock options and common stock under the plan supports and increases our
        ability
        to attract and retain individuals of exceptional talent upon whom, in large
        measure, the sustained progress, growth and profitability which we depend.
        The
        total number of shares available for the grant of either stock options or
        compensation stock under the plan is 6,000,000 shares, subject to adjustment,
        and as of October 31, 2007, we had issued 6,000,000 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.
 
 **Recent
        Sales of Unregistered Securities**
 
 During
        the quarter ended October 31, 2007, we issued an aggregate of 2,000,000 shares
        of common stock upon conversions of amended and restated 8% convertible
        promissory notes. The aggregate principal and interest amount of these notes
        that were converted was $100,000. The
        issuances were exempt pursuant to Section 3(a)(9) of the Securities Act as
        well
        as Section 4(2) of the Securities Act.
 
 On
        September 26, 2007, we issued 40,000 shares of common stock to a creditor
        in
        exchange for certain evidence of indebtedness held by the creditor. The issuance
        was exempt pursuant to Section 3(a)(9) of the Securities Act as well as Section
        4(2) of the Securities Act.
 
 On
        October 30, 2007, we issued 250,000 shares of common stock to the President
        of
        BESI 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. The
        issuance was exempt pursuant to Section 4(2) of the Securities Act.
  22
  **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 We
        will
        file an amendment to this annual report to provide management’s discussion and
        analysis as required by Item 303 of Regulation S-B.
  23
  **Item
        7. Financial Statements**
 
 We
        will
        file an amendment to this annual report to provide the financial statements
        as
        required by Item 310 of Regulation S-B.
  24
  **Item
        8. Changes In and Disagreements with Accountants on Accounting and Financial
        Disclosure.**
 
 On
        August
        4, 2006, Baum & Company, P.A. resigned as our independent accountants.
 
 The
        reports of Baum & Company, P.A. on our financial statements for the fiscal
        years ended October 31, 2004 and 2005 did not contain an adverse opinion
        or a
        disclaimer of opinion, nor were such reports qualified or modified as to
        uncertainty, audit scope or accounting principles, except that the accountant’s
        reports of Baum & Company, P.A. on our financial statements for the fiscal
        years ended October 31, 2004 and 2005 stated that we were experiencing
        difficulty in generating sufficient cash flow to meet our capital requirements
        and sustain operations, and that these factors raised substantial doubt about
        our ability to continue as a going concern.
 
 The
        decision of Baum & Company, P.A. to resign as our independent accountants
        was neither recommended nor approved by our board of directors, as such decision
        was made solely by Baum & Company, P.A.
  We
        have
        provided Baum & Company, P.A. with a copy of this disclosure prior to its
        filing with the Commission. Baum & Company, P.A. has provided a letter to
        us, dated August 7, 2006 and addressed to the Commission, which has been
        previously filed.
 
 On
        September 1, 2006, we engaged Sherb & Co., LLP to act as our independent
        accountants. Before August 4, 2006, the date on which Baum & Company, P.A.
        resigned as our independent accountants, we had not consulted Sherb & Co.,
        LLP regarding any of the matters specified in Item 304(a)(2) of Regulation
        S-B.
  25
  **Item
        8A. Controls and Procedures.**
  We
        will
        file an amendment to this annual report to provide controls and procedures
        as
        required by Items
        307
        of Regulation S-B and 308 of Regulation S-B .
 
 **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
        is 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 may not be less
        that
        $0.01 per share under any circumstances. The notes are secured by a first
        priority security interest in all of our assets. We have has
        agreed to register the resale of the shares of common stock underlying the
        convertible notes with the Securities and Exchange Commission under the
        Securities Act of 1933 upon request of the lenders. The Company relied on
        the
        exemptions from
        registration provided by Section 3(a)(9) and Section 4(2) of the Securities
        Act
        of 1933, as amended, for the issuance of the notes under the loan
        agreement.
 
 **Notice
        of errata**
 
 In
        2006,
        we issued various press releases which refer to the BESI fat, oil, and grease
        extraction technology as “patented.” While there is a patent application pending
        with the U.S. Patent and Trademark Office, no patent has been issued with
        respect to this technology.
 
 We
        also
        issued various press releases referring to us or our subsidiaries as having
        a
        network of franchises. Bio Solutions Franchise Corp., the former distributor
        of
        cleaning products and a former significant stockholder, maintains the network
        of
        franchises.
 
 We
        also
        issued press releases referring to our private placement conducted in May
        and
        June of 2006. The heading of those press releases stated that we received
        funding of $2,250,000. At that time, we had received a commitment from T&T
        Vermogensverwaltungs AG to raise up to $2,250,000 on a best-efforts basis.
        These
        press releases were later corrected and replaced to announce that we had
        raised
        $1,000,000 in the private placement, and that the offering would remain open
        for
        a reasonable period of time to accept additional subscriptions. The offering
        closed on July 31, 2006 with no additional subscriptions being
        received.
  26
  **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**
              
              **Position**David
                  S. Bennett
              
              67
              
              Chairman
                  of the Board of Directors, President, and Chief Executive
                  OfficerPatricia
                  M. Spreitzer
              
              52
              
              Vice
                  President, Secretary, Treasurer, and
                  Director
 
 ***David
        S. Bennett*** has
        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 directors
        are,
        according to the corporate laws of the State of New York and our bylaws,
        as
        valid and effective as if they had been passed at a meeting of the directors
        duly called and held.
 
 The
        Board
        of Directors has a standing Compensation Committee. We
        do not
        have either an audit committee or a nominating committee. It is the view
        of the
        board of directors that it is appropriate to not have any of these committees
        since they are not required to maintain its listing on the OTC Bulletin Board,
        since it only has two directors who would serve to act as the committee in
        any
        event, and due to the additional and unnecessary costs associated with
        administering the committees.
 
 The
        members of the Compensation Committee are David S. Bennett and Patricia M.
        Spreitzer, neither of whom is “independent” under any known listing standards.
        The basic responsibility of the Compensation Committee is
        to
        review the performance and development of our management in achieving corporate
        goals and objectives and to assure that our senior executives are compensated
        effectively in a manner consistent with our strategy, competitive practice,
        and
        the requirements of the appropriate regulatory bodies. Toward that end, the
        Committee oversees, reviews, and administers all compensation, equity, and
        employee benefit plans and programs.
 
 In
        carrying out its purpose, the Committee will have the following responsibilities
        and duties:
  27
  ·
              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.
  28
  ·
              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.
  29
  **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,
        2007, 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 2007 and 2006**
  The
        table
        below summarizes the total compensation paid or awarded to each of the Named
        Executive Officers for Fiscal years 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
              
              2007
              
              
              -0-
              
              $
              75,000
              (1)
              $
              48,400
              (2)(3)(4)
              
              -0-
              (5)
              
              -0-
              
              $
              123,4002006
              
              
              -0-
              
              
              -0-
              
              $
              24,750
              (6)(7)
              
              -0-
              
              
              -0-
              
              $
              24,750Patricia
                  M. Spreitzer
                Vice
                  President, Secretary and Treasurer
              
              2007
              
              
              -0-
              
              $
              54,000
              (1)
              $
              48,400
              (2)
              
              -0-
              (5)
              
              -0-
              
              $
              102,4002006
              
              
              -0-
              
              
              -0-
              
              $
              16,500
              (6)(7)
              
              -0-
              
              
              -0-
              
              $
              24,750
 
 (1)
              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
 (2)
              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.
 (3)
              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.
 (4)
              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.
 (5)
              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.
 (6)
              Each
                  officer received a stock award of 100,000 shares of common stock
                  for
                  services rendered as an officer in 2006. On the date of the grant
                  of the
                  stow award, the market value of our common stock was $0.38 per
                  share.
 (7)
              Each
                  director received a stock award of 50,000 shares of common stock
                  for
                  services rendered as an director in 2006. On the date of the grant
                  of the
                  stow award, the market value of our common stock was $0.38 per
                  share.
  30
  **G** **rants
        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 2007.
 
 **All
                  Other**
                **Stock**
                **Awards:**
              
              **All
                  Other**
                **Option**
                **Awards:****Name**
              
              **Grant
                  Date**
              
              **Approval**
                **Date**
              
              **Estimated**
                **Future**
                **Payouts**
                **Under Non-**
                **Equity**
                **Incentive**
                **Plan Awards**
              
              **Estimated****Future****Payouts****Under****Equity****Incentive****Plan Awards**
              
              **Number of**
                **Shares
                  of**
                **Stock
                  or**
                **Units
                  (#)**
              
              **Number
                  of**
                **Securities**
                **Underlying**
                **Options (#)(1)**
              
              **Exercise or****Base
                  Price****of
                  Option****Awards****($/Sh)****(2)**
              
              **Grant Date****Fair
                  Value****of Stock and****Option****Awards****(3)**David
                  S. Bennett
              
              10/30/2007
              
              10/30/2007
              
              
              —
              
              
              —
              
              
              —
              
              
              4,000,000
              
              
              $0.17-$2.00
              
              
              N/A10/30/2007
              
              10/30/2007
              
              
              —
              
              
              —
              
              
              200,000
              
              
              
              
              
              
              
              $
              24,00001/15/2007
              
              01/15/2007
              
              
              —
              
              
              —
              
              
              100,000
              
              
              
              
              
              
              
              $
              16,500Patricia
                  M. Spreitzer
              
              10/30/2007
              
              10/30/2007
              
              
              —
              
              
              —
              
              
              —
              
              
              4,000,000
              
              
              $0.17-$2.00
              
              
              N/A10/30/2007
              
              10/30/2007
              
              
              —
              
              
              —
              
              
              200,000
              
              
              
              
              
              
              
              $
              24,00001/15/2007
              
              01/15/2007
              
              
              —
              
              
              —
              
              
              100,000
              
              
              
              
              
              
              
              $
              16,500
 
 (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 is subject to
                    the
                    Company’s adoption of a stock option plan for such
                    purpose.(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.
 
 **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 2007.
 **Option
                    Awards (1)**
                
                **Stock
                    Awards****Name**
                
                **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**
                  **Vested**David
                    S. Bennett
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —Patricia
                    M. Spreitzer
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
  (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 is subject to the Company’s adoption of a stock option plan for such
          purpose.
 31
 **Option
          Exercises and Stock Vested**
 No
          stock
          options vested or were exercised by any Named Executive Officers in Fiscal
          2007.
 
 **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 is 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 will also receive 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 (e) 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.
 32


**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.
 
 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. Bennett**Base
                  Salary/Severance (3)
              
              $
              75,000
              
              $
              37,500Stock
                  Options
              
              
              
              (4)
              
              
              (4)**Patricia
                  M. Spreitzer**Base
                  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.
  33
  **Compensation
        of Directors**
 
 Each
        of
        our directors received a stock award of 50,000 (valued at $8,250) for their
        services as a director in 2007. **** Each
        director who was a director as of the end of the 2006 fiscal year received
        a
        stock award of 50,000 shares of common stock (valued at $8,250) for their
        services in 2006. All directors are entitled to reimbursement for reasonable
        out-of-pocket expenses in attending board of directors meetings and for
        promoting our business.
 
 **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 January 31, 2008 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**
              
              **Number Of Shares****Beneficially Owned**
              
              **Percentage**
                **Owned****(1)**David
                  S. Bennett (2)
              
              
              335,000
              
              
              *Patricia
                  M. Spreitzer (2)
              
              
              550,000
              
              
              1.08
              %Loewen
                  Global Futures Fund, Ltd. (3)
              
              
              5,000,000
              (4)
              
              9.33
              %All
                  directors and officers as a group
              
              
              885,000
              
              
              1.73
              %
  *Less
        than 1%.
 
 (1)
              Based
                  on 51,103,228 shares outstanding.
  (2)
              The
                  address is c/o Bio Solutions Manufacturing, Inc., 4440 Arville
                  Street # 6,
                  Las Vegas, NV 89103.
  (3)
              The
                  address is Seefeldstrasse 35, CH-8034, Zurich,
                  Switzerland.
  (4)
              Includes
                  2,500,000 shares and a warrant to purchase 2,500,000 shares of
                  our common
                  stock at a price of $0.80 per share. Thomas Bellwald is the principal
                  of
                  Loewen Global Futures Fund, Ltd. that we believe that has voting
                  and
                  investment control over the shares held 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.
 
 **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:
  34
  We
        had
        entered into a marketing/manufacturing agreement with Bio Solutions Franchise
        Corp., a former significant stockholder. Under this agreement, we agreed
        to
        supply our products to Bio Solutions Franchise Corp. exclusively. There were
        no
        minimum purchase or sales requirements under this agreement. We were to receive
        50% of the gross profit on Bio Solutions Franchise Corp.’s sales of the
        products, defined as the sales price by Bio Solutions Franchise Corp. to
        its
        franchisees, less the sum of our cost of ingredients and an overhead allowance
        ranging from twenty percent (20%) to one hundred percent (100%). The term
        of
        this agreement was ten (10) years. In
        addition to the requirement that we exclusively sell our products through
        Bio
        Solutions Franchise Corp., we also agreed to other conditions, such as the
        full
        assumption of warranty risk, staffing of a facility, carrying of inventory,
        development of new products, training of personnel for technical support,
        and
        sharing of costs of brand awareness all for Bio Solutions Franchise Corp.’s
        selling and marketing efforts. The cost of such product sold shall vary from
        time to time based on an equal sharing of the costs incurred to produce and
        sell
        such products by both parties. This agreement was terminated in October 2007
        as
        part of the settlement of the BSFC litigation.
 
 We
        leased
        the facility for our Cleaning Division from Innovative Industries, LLC, which
        was controlled by the executive officers of Bio Solutions Franchise Corp.
        The
        lease expired on April 30, 2007 with an annual rental of $36,000. The leased
        premises were approximately 12,000 square feet of usable space. We used the
        space to manufacture and distribute our cleaning products.
 
 On
        June
        30, 2006, we completed our acquisition of 100% of the outstanding equity
        interest of Bio Extraction Services, Inc. (“BESI”) from Bio Solutions Franchise
        Corp. We issued 10,000,000 shares of our common stock to Bio Solutions Franchise
        Corp. as consideration for the transaction.
 
 From
        time
        to time during our fiscal year 2006 and 2007, we loaned money to and borrowed
        money from Bio Solutions Franchise Corp., Innovative Industries, LLC, and
        various affiliates of theirs.
 
 On
        October 22, 2007, the company, its wholly owned subsidiary Bio Solutions
        Production, Inc. (“BSP”), David S. Bennett, our President and Chief Executive
        Officer (“Bennett”), and Patricia M. Spreitzer, our Treasurer and Secretary
        (“Spreitzer”) (collectively, the “BSLM Parties”), and Tarun Mendiratta
        (“Mendiratta”) entered into a settlement agreement and general release (the
“Settlement Agreement”) with Bio Solutions Franchise Corp. (“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 us 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 “BSFC
        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 BSFC 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
        Bio
        Extraction Services, Inc., a wholly owned subsidiary of the Company (“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, we received 8,826,809 shares of our common stock then held
        by the
        BSFC Parties. These shares were returned to our treasury and cancelled.
 
 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.
  35
 
 On
        October 30, 2007, we entered into an agreement with Peter Chapin, the 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 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.
 
 Patricia
        M. Spreitzer, our secretary, treasurer, and one of our directors, was formerly
        employed by Bio Solutions of Nevada, a franchisee of Bio Solutions Franchise
        Corp. Bio Solutions of Nevada is owned by Annette Hunter. Ms. Hunter, her
        spouse, Tarun Mendiratta, and Bio Solutions of Nevada have been substantial
        creditors of ours, as has been Sterling Sound, LLC, a former affiliate of
        ours
        in which Ms. Hunter and Mr. Mendiratta are minority owners. Under
        the
        operating agreement, an unrelated third party is the managing member, with
        full
        control over the affairs of Sterling Sound. In 2007, all of the notes were
        assigned to Interstellar Holdings, LLC, of which Ms. Hunter is the majority
        member. Mr. Mendiratta previously provided business, sales, investor relations,
        and public relations consulting services to us. In addition, Ms. Hunter received
        a finder’s fee under our June private placement. Mr. Mendiratta is
        also a
        defendant in an SEC enforcement action, in which he is accused of violating
        Section 5 of the Securities Act by acting as an underwriter of unregistered
        securities.  He has denied the SEC’s allegations in that action. 
Without admitting or denying the allegations, Mr. Mendiratta consented to
        the
        entry of a permanent injunction that (a) prohibits him from violating Section
        5
        of the Securities Act, and (b) bars him from participating in an offering
        of
        penny stock.  We have controls and procedures in place which are designed
        to ensure that we issue all shares of common stock pursuant to a registration
        statement or pursuant to an exemption from registration and that transfers
        of
        our common stock are either pursuant to a registration statement or pursuant
        to
        an exemption from registration.
 
 Since
        2003, we have borrowed money from a group of third-party lenders, including
        Ms.
        Hunter, Mr. Mendiratta, Bio Solutions of Nevada, Sterling Sound, and
        Interstellar Holdings 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,
        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
        is 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. The notes are secured by a first priority security interest in
        all
        of our assets. At the request of the lenders and pursuant to a previous
        agreement, we filed a registration statement in September 2007 register
        the resale of the shares of common stock underlying the convertible notes
        with
        the Securities and Exchange Commission under the Securities Act of 1933.
        This
        registration statement has not yet been declared effective. **** In
        2007,
        all of the notes were assigned to Interstellar Holdings, LLC, of which Ms.
        Hunter is the majority member.
 
 Two individuals who were beneficial owners of our common stock have previously
        provided informal consulting services to us. N. Wayne Wade had previously
        provided management consulting services in connection with the daily operation
        of our Cleaning Division. Louis H. Elwell III had previously provided
        administrative services to us.
  **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.
  36
  **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,
                  2006.3.1
              
              Articles
                  of Incorporation of Ream Printing Paper Corp. (now known as Bio
                  Solutions
                  Manufacturing, Inc.), incorporated by reference to our Registration
                  Statement on Form SB-2 filed on November 22, 2000 (File No. 333-50512).3.2
              
              Certificate
                  of Amendment to Articles of Incorporation of Ream Printing Paper
                  Corp.
                  (now known as Bio Solutions Manufacturing, Inc.), incorporated
                  by
                  reference to our Registration Statement on Form SB-2 filed on November
                  22,
                  2000 (File No. 333-50512).3.3
              
              Certificate
                  of Amendment to Articles of Incorporation of Single Source Financial
                  Services Corporation (now known as Bio Solutions Manufacturing,
                  Inc.),
                  incorporated by reference to our Definitive Information Statement
                  on
                  Schedule 14C filed on October 10, 2001.3.4
              
              Bylaws
                  of Ream Printing Paper Corp. (now known as Bio Solutions Manufacturing,
                  Inc.), incorporated by reference to our Registration Statement
                  on Form
                  SB-2 filed on November 22, 2000 (File No. 333-50512).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, 2007.10.1
              
              Manufacturing/Marketing
                  Agreement between Bio Solutions Manufacturing, Inc. and Bio Solutions
                  Franchise Corp., incorporated by reference to our Annual Report
                  on Form
                  10KSB/A for the year ended October 31, 2006, filed on March 23,
                  2007.10.2
              
              Lease
                  Agreement with Option between Bio Solutions International, Inc.
                  and
                  Innovative Industries, LLC, incorporated by reference to our Annual
                  Report
                  on Form 10KSB/A for the year ended October 31, 2006, filed on March
                  23,
                  2007.10.3
              
              Loan
                  Agreement by and among Bio Solutions Manufacturing, Inc. and various
                  lenders, incorporated by reference to our Annual Report on Form
                  10KSB/A
                  for the year ended October 31, 2006, filed on March 23,
                  2007.
  37
  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
              
              2006
                  Stock Incentive Plan, incorporated by reference to our Registration
                  Statement on Form S-8, filed on October 31, 2006 (File No.
                  333-138339).10.10
              
              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,
                  2007.10.11
              
              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,
                  2007.10.12
              
              2007
                  Stock Incentive Plan, incorporated by reference to our Registration
                  Statement on Form S-8, filed on October 16, 2007 (File No.
                  333-146737).10.13
              
              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.
 10.14
              
              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, 2007.10.15
              
              Settlement
                  Agreement dated as of October 22, 2007, filed herewith.10.16
              
              Lease
                  Agreement dated as of September 15, 2007, filed
                  herewith.10.17
              
              Agreement
                  dated as of October 30, 2007 between the Company and Peter Chapin,
                  filed
                  herewith.16.1
              
              Letter
                  on change in certifying accountant, incorporated by reference to
                  our
                  Current Report on Form 8-K filed on August 10, 2006.21.1
              
              Subsidiaries
                  of Bio Solutions Manufacturing, Inc., incorporated by reference
                  to our
                  Annual Report on Form 10KSB/A for the year ended October 31, 2006,
                  filed
                  on March 23, 2007.23.1
              
              Consent
                  of Independent Public Accountants, Sherb & Co., LLP.
                  (1).
  38
  31.1
              
              Certificationof
                  David S. Bennett pursuant to Rule 13a-14(a).
                  (1)31.2
              
              Certificationof
                  Patricia M. Spreitzer pursuant to Rule 13a-14(a).
                  (1)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.
                  (1)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.
                  (1).
 
 (1)
        To be
        filed by amendment.
 
 **Item
        14. Principal Accountant Fees and Services.**
 
 We
        will
        file an amendment to this annual report to provide principal accountants
        fees
        and services as required by Item 9(e) of Schedule 14A (§240.14a-101 of this
        chapter)
  39
  **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
                  13, 2008David
                  S. Bennett/s/
                  Patricia M. Spreitzer
              
              Secretary,
                  Treasurer and Director
              
              February
                  13, 2008Patricia
                  M. Spreitzer
  40