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


**WASHINGTON,
      D.C. 20549**





**AMENDMENT
      NO. 1 TO**


**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 are $21,738.





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
      March 3, 2008, 53,603,228 shares of our common stock were issued and
      outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.








**EXPLANATORY
      NOTE**





This
      Amendment No. 1 to our annual report on Form 10-KSB is being filed to provide
      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, which
      items were not available for filing with the annual report on Form 10-KSB filed
      by us on February 13, 2008.





**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, which is then converted 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.”




2


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.





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.





3


**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.





4


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.





*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.





5


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.





**Patents,
      trademarks, licenses - Biodiesel Division**





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





6


**Governmental
      approval and regulations** **-** **Federal
      Biodiesel Supports**





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





*Renewable
      Fuels Standard*




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





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





*Biodiesel
      Tax Credit*


**


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





*Future
      Legislation*





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





7


*Costs
      and Effects of Compliance with Environmental Laws*





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





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





**The
      Cleaning Division**





**Products
      and Services - Cleaning Division**





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





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





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
                pH




8




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





**Manufacturing—Cleaning
      Division**





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





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





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.





9


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





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





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





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





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





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





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





*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.





10


*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.





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.




11


**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, 2007 and 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.*** ** Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Securities Exchange Act of 1934, as amended, is
      recorded, processed, summarized and reported, within the time periods specified
      in the Securities and Exchange Commission’s rules and forms. Disclosure controls
      and procedures include, without limitation, controls and procedures designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file under the Securities Exchange Act is accumulated and communicated to our
      management, including our principal executive and financial officers, as
      appropriate to allow timely decisions regarding required
      disclosure.




As
      of
      October 31, 2007, our President and Chief Financial Officer carried out an
      evaluation, of the effectiveness of the design and operation of our system
      of
      disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d)
      promulgated under the Exchange Act.  Based on this evaluation, our
      President and Chief Financial Officer concluded that our controls and procedures
      were not effective in ensuring that information required to be disclosed by
      us
      in our periodic reports is recorded, processed, summarized and reported, within
      the time periods specified for each report and that such information is
      accumulated and communicated to our management, including our principal
      executive and principal financial officer, or persons performing similar
      functions, as appropriate to allow timely decisions regarding required
      disclosure.





During
      the course of the preparation of our October 31, 2007 financial statements,
      we
      identified certain material weaknesses relating to our internal controls and
      procedures within the areas of accounting for equity transactions, document
      control, account analysis, and reconciliation. Some of these internal control
      deficiencies may also constitute deficiencies in our disclosure
      controls.





12


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





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





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





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





The
      Company is required to be in compliance with the certification requirements
      of
      Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control
      for
      the year ending October 31, 2008. The Company has experienced severe cash flow
      problems and, as a result, has not had the resources to address fully the
      certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
      While management is working on a plan, no assurance can be made at this point
      that the implementation of such controls and procedures will be completed in
      a
      timely manner or that they will be adequate once implemented. Failure to develop
      adequate internal control and hiring of qualified accounting personnel may
      result in a “material weakness” in the Company’s internal control relating to
      the above activities.




Among
      the
      changes needed to be implemented are the following:





·
            Document
                control system established and monitored for
                compliance;


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


·
            Centralized
                control of cash disbursements;


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


·
            Control
                function added to review
                reconciliations.





**Risks
      Related to New Entry into Biodiesel Market**





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





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





13


***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.





14





**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.





15





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





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





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





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





**Risks
      Related to Biodiesel Industry**





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





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





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





16


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





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





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





**Risks
      Related to Regulation and Governmental Action**





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





**Risks
      Associated with Investing in our Common Stock**





***We
      have issued a substantial number of securities convertible into shares of our
      common stock which will result in substantial dilution to the ownership
      interests of our existing stockholders*** **.** As of
      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.




17


***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.





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





***The
      issuance of shares under awards granted under existing or future employee
      benefit plans may*** ***cause
      immediate and substantial dilution to our existing stockholders.*** In
      order
      to provide persons who have a responsibility for our management and/or growth
      with additional incentive, to increase their proprietary interest in our
      success, and to support and increase our ability to attract and retain
      individuals of exceptional talent, we have adopted our 2007 Stock Incentive
      Plan. The total number of shares available for the grant of either stock options
      or stock awards under the plan is 10,000,000 shares, subject to adjustment,
      and
      as of October 31, 2007, we had issued 1,510,000 shares, leaving 8,490,000 shares
      for future issuance. We may also adopt one or more additional employee benefit
      plans in the future. The issuance of shares under an employee benefit plan
      may
      result in substantial dilution to the interests of other stockholders. There
      only upper limit on the number of shares that may be issued under the number
      of
      shares of common stock we may reserve under employee benefit plans is the number
      of shares of common stock authorized for issuance under our articles of
      incorporation. The issuance of shares under current or future employee benefit
      plans will have the effect of further diluting the proportionate equity interest
      and voting power of holders of our common stock.





***There
      is a limited trading market for our common stock.*** Our
      common stock is traded on the OTC Bulletin board under the symbol “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.




18




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





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





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





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





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




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





19




**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.




20




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.




21


**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.




22




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.




23




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.




24


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





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





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





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





**General**





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





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





**Critical
      Accounting Policies**





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





*Going
      Concern*





The
      financial statements contained in this report have been prepared assuming that
      we will continue as a going concern. Going concern contemplates the realization
      of assets and the satisfaction of liabilities in the normal course of business
      over a reasonable length of time. We have incurred losses since inception and
      have negative cash flows from operations. For the years ended October 31, 2007
      and 2006, we incurred net losses of $2,535,012 and $2,739,803, and we have
      a
      stockholders’ deficit of $1,641,451 as of October 31, 2007. 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.




25




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





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





*Long
      Lived Assets*





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





*Revenue
      Recognition*





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





*Stock-Based
      Employee Compensation*





Effective
      November 1, 2006, we began recording compensation expense associated with stock
      options and other forms of equity compensation in accordance with Statement
      of
      Financial Accounting Standards (“SFAS”) No. 123R, *Share-Based Payment,* as
      interpreted by SEC Staff Accounting Bulletin No. 107. Prior to November
      1, 2006, we had accounted for stock options according to the provisions of
      Accounting Principles Board Opinion No. 25, *Accounting for Stock Issued to Employees,* and
      related interpretations, and therefore no related compensation expense was
      recorded for awards granted with no intrinsic value. We adopted the modified
      prospective transition method provided for under SFAS No. 123R, and,
      consequently, have not retroactively adjusted results from prior
      periods.




26


**Results
      of Continuing Operations**





*Basis
      of Presentation*





The
      results of operations set forth below for the years ended October 31, 2007
      and
      2006 are those of the continuing operations of Bio Solutions Manufacturing,
      which include BSP and BESI on a consolidated basis





The
      following table sets forth, for the periods indicated, certain selected
      financial data expressed as a percentage of net sales from continuing
      operations:





Year
                Ended
            
            Year
                EndedOctober
                31,
            
            October
                31,2007
            
            2006Net
                sales
            
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            99.1
            
            
            84.7Gross
                income (loss)
            
            
            0.9
            
            
            15.3Selling,
                general and administrative
            
            
            13,053.0
            
            
            1,696.1Operating
                income (loss)
            
            
            (13,052.1
            )%
            
            (1,680.8
            )%





**Comparison
      of the Years ended October 31, 2007 and 2006**





**Net
      sales.** ** Net
      sales for operations of BSP decreased to $21,738, or a decrease of approximately
      85%, for the year ended October 31, 2007, from $143,515 for the year ended
      October 31, 2006. This decrease results primarily from the closure of our
      manufacturing facility in Mississippi and the related cessation of marketing
      and
      sales of products from our Cleaning Division. We
      plan
      to resume production of remediation products in the future.





**Cost
      of Sales.** Cost of
      sales for continued operations decreased to $21,543, or approximately 82%,
      for
      the year ended October 31, 2007, from $121,512 for the year ended October 31,
      2006. As a percentage of net sales, cost of sales increased to 99.1% of net
      sales for the year ended October 31, 2007 versus 84.7% of sales for the year
      ended October 31, 2006. Our
      cost
      of sales as a percentage of net sales increased because we had certain fixed
      costs associated with the production of our products, such as labor and
      overhead, which were not proportionately reduced with sales. Further,
      i n
      the
      second quarter of our 2007 fiscal year, we
      ceased
      production of biological
      waste remediation products until further notice. We plan to resume production
      of
      remediation products in the future.





**Selling,
      general, and administrative.** Selling,
      general, and administrative expenses increased to $2,837,401, or an increase
      approximately 16.6%, for the year ended October 31, 2007, from $2,434,184 for
      the year ended October 31, 2006. As a percentage of net sales, selling, general
      and administrative expenses were 13,053% for the year ended October 31, 2007,
      as
      compared to 1,696% for the comparable period in 2006. The
      increase in selling, general, and administrative expenses primarily results
      from
      our incurring approximately $1,812,818 in equity based compensation in fiscal 2007
      as compared to $1,591,976 in fiscal 2006.





**Operating
      loss.** We
      incurred an operating loss of $2,837,206 for the year ended October 31, 2007,
      compared to an operating loss of $2,412,181 for the year ended October 31,
      2006.
      We had higher operating losses in fiscal 2007 as compared to 2006 primarily
      because we incurred approximately $1,812,818 in equity based compensation in
      2007 as
      compared to $1,591,976 in 2006. In
      addition, we experienced a decrease in revenue and gross profit due to our
      closure of our manufacturing facility in Mississippi and the related cessation
      of marketing and sales of products in our Cleaning Division in the second
      quarter of our fiscal 2007.




**Loss
      on Sale of Debt.** In the
      fiscal year 2006, we incurred a loss of $298,073 on a sale of a debt instrument.
      We incurred this charge based on the conversion of such debt into shares of
      common stock .
      The
      expense recorded relates to the intrinsic value of the conversion price of
      the
      debt as compared to the market price of our common stock at the time of
      conversion.




27




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





**Interest
      expense.** Interest
      expense increased to $155,545 for the twelve months ended October 31, 2007,
      from
      $29,549 for the twelve months ended October 31, 2006. Our
      interest expense increase resulted primarily from recording an expense of
      $71,637 attributed the beneficial conversion feature with a line of credit
      loan
      agreement into which we entered in November 2006. In addition, our interest
      expense increase resulted from additional debt incurred as well as an increased
      interest rate on previous debt.





**Provision
      for income taxes.** We have
      generated net losses in 2007 and 2006. Accordingly, we have made no provision
      for income taxes.





**Liquidity
      and Capital Resources**





We
      have
      financed our operations, acquisitions, debt service, and capital requirements
      through cash flows generated from operations, debt financing, capital leases,
      and issuance of equity securities. Our working capital deficit at October 31,
      2007 was $1,650,340 and at October 31, 2006 it was $1,184,435. We had cash
      of
      $5,036 as of October 31, 2007, while we had cash of $12,936 as of October 31,
      2006.




We
      used
      $389,891 of net cash from operating activities for the year ended October 31,
      2007, compared to using $593,502 in the year ended October 31, 2006. Our net
      loss of $2,535,012 was offset by non-cash expenses for depreciation and
      amortization of $118,399, common stock issued for services of $1,812,818, and
      a
      beneficial conversion feature of $71,637. The
      net
      loss was also offset by a decrease in inventory of $21,051, an increase in
      prepaid expenses of $3,000, an increase of $39,995 in accounts payable, and
      an
      increase of $590,766 in accrued expenses. We further used cash in operating
      activities by increasing our accounts receivable from a related party by $19,306
      and other receivables from a related party by $21,500. We also incurred a
      non-cash gain of $457,739 as a result of a legal settlement.





Net
      cash
      flows used in investing activities was $11,159 for the year ended October 31,
      2007, compared to $224,150 in the year ended October 31, 2006. The cash used
      in
      investing activities for the year ended October 31, 2006 was used for security
      deposits and the purchase of fixed assets, and was offset by the forfeiture
      of a
      security deposit.





Net
      cash
      flows provided by financing activities were $393,150 for the year ended October
      31, 2007, compared to net cash provided by financing activities of $829,606
      in
      the year ended October 31, 2006. The
      net
      cash provided by financing activities is from the proceeds from our lines of
      credit and notes payable, which are net of repayments.





**Loan
      Agreement**





Since
      2003, we have borrowed money from a group of third-party lenders in order to
      fund our operations. As of October 31, 2007, the outstanding principal balance
      on these loans was approximately $800,000. On
      November 29, 2006, we entered into a loan agreement with certain these lenders
      and a new lender, pursuant to which we borrowed approximately $164,000 of new
      funds, and pursuant to which the outstanding debt obligations were amended
      and
      restated. Under the loan agreement, the existing lenders received amended and
      restated convertible promissory notes in the aggregate principal amounts of
      $537,955 and $264,625, respectively, and the new lender received a convertible
      promissory note in the aggregate principal amount of $164,000. Under the loan
      agreement and the notes, each lender may, in its sole and absolute discretion,
      make additional loans to us, up to an aggregate total of $1,000,000 per lender.
      Each note bears interest at the rate of eight percent (8%) per annum and is
      payable on demand. Each note 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. In addition,
      the note holders cannot convert any principal or interest under the notes to
      the
      extent that such conversion would require us to issue shares of our common
      stock
      in excess of our authorized and unissued shares of common stock.  The notes
      are secured by a first priority security interest in all of our assets. By
      their
      terms, the holder of the notes may not convert the notes to the extent such
      conversion would cause the holder, together with its affiliates, to have
      acquired a number of shares of common stock that would exceed 4.99% of our
      then
      outstanding common stock. 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. At the
      request of the lenders, we filed a registration statement in September 2007
      to register
      the resale of the shares of common stock underlying the convertible notes.
      This
      registration statement has not yet been declared effective, and we intend to
      withdraw this registration statement with the consent of the
      lenders.




28




**June
      Private Placement**





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





**Capital
      Requirements**





The
      report of our independent accountants for the fiscal year ended October 31,
      2007
      states that we have incurred operating losses since inception and requires
      additional capital to continue operations, and that these conditions raise
      substantial doubt about our ability to continue as a going concern.





As
      of
      October 31, 2007, we had a working capital deficit of $ 1,650,340 .
      Currently, we do not generate any revenues. In the Biodiesel Division, we need
      to construct or lease biodiesel plants and we will not generate any revenues
      in
      this division until we have established plants which are operational. The
      expected cost to build each biodiesel plant is $2.5 million and we do not have
      the capital to build such plants. In addition, we closed the manufacturing
      facility for our Cleaning Division products in the second fiscal quarter of
      2007
      and also ceased marketing and selling such products at that time. We need
      capital to relocate and open a new facility for the manufacture and subsequent
      sale of products in our Cleaning Division. If we cannot raise additional debt
      and/or equity capital, we will be unable to generate any revenues in either
      our
      Biodiesel or Cleaning Divisions.





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





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





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




29




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





**Off-Balance
      Sheet Arrangements**





None.




30




**Item
      7. Financial Statements**




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


**Bio-Solutions
        Manufacturing, Inc.**
 
 **CONTENTS**




PageREPORT
                    OF INDEPENDENT REGISTERED PUBLICACCOUNTING
                    FIRM
              
              F-2CONSOLIDATED
                  FINANCIAL STATEMENTSConsolidated
                  Balance Sheet
              
              F
                  -3Consolidated
                  Statement of Operations
              
              F
                  -
                  4Consolidated
                  Statement of Statements of Stockholders’ (Deficit)
              
              F
                  -
                  5Consolidated
                  Statement of Cash Flows
              
              F
                  -
                  6NOTES
                  TO THE CONSOLIDATED FINANCIAL STATEMENTS
              
              F
                  -7 to F-21




F-1


**Report
        of Independent Registered Public Accounting Firm**
 
 Board
        of
        Directors and Stockholders
 Bio-Solutions
        Manufacturing, Inc. and Subsidiaries
  We
        have
        audited the accompanying consolidated balance sheet of Bio-Solutions
        Manufacturing, Inc. as of October 31, 2007, and the related consolidated
        statements of operations, stockholders’ deficit, and cash flows for each of the
        years ended October 31, 2007 and 2006. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating principles
        used
        and significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the consolidated financial position of the Company as
        of
        October 31, 2007, and the results of its operations, stockholders’ deficit and
        cash flows for each of the years ended October 31, 2007 and 2006, in conformity
        with generally accepted accounting principles in the United States.
 
 The
        accompanying financial statements have been prepared assuming that Bio-Solutions
        Manufacturing, Inc. will continue as a going concern. As more fully described
        in
        Note 1, the Company has incurred recurring operating losses and will have
        to
        obtain additional capital to sustain operations. These conditions raise
        substantial doubt about the Company’s ability to continue as a going concern.
        Management’s plans in regard to these matters are also described in Note 1. The
        financial statements do not include any adjustments to reflect the possible
        effects on the recoverability and classification of assets or the amounts
        and
        classification of liabilities that may result from the outcome of this
        uncertainty.
  /s/*Sherb
                  & Co., LLP*SHERB
                    & CO, LLP
                  Certified
                    Public Accountants
  New
        York,
        New York
 March
        5,
        2008
  F-2


**Bio
                  Solutions Manufacturing Inc.****Consolidated
                  Balance Sheet**
  **October
                  31,****2007****Assets****Current
                  assets:**Cash
              
              $
              5,036**Total
                  current assets**
              
              
              5,036**Property
                  and Equipment (net)**
              
              
              6,890**Other
                  Assets**Security
                  deposits
              
              
              2,000**Total
                  assets**
              
              $
              13,925**Liabilities
                  and Stockholders' (Deficit)****Current
                  liabilities:**Accounts
                  payable
              
              $
              384,207Accrued
                  expenses
              
              
              438,231Notes
                  payable
              
              
              832,938**Total
                  current liabilities**
              
              
              1,655,376**Stockholders'
                  (deficit):**Preferred
                  Stock, no par value 10,000,000 authorized,none
                  issued and outstanding
              
              
              -Common
                  stock, $0.001 par value, 100,000,000 sharesauthorized,
                  46,353,228 shares issued and outstanding
              
              
              46,353Additional
                  paid-in capital
              
              
              5,820,517Accumulated
                  Deficit
              
              
              (7,508,321
              )Total
                  stockholders' (deficit)
              
              
              (1,641,451
              )**Total
                  liabilities and stockholders' (deficit)**
              
              $
              13,925




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




F-3


**Bio
                  Solutions Manufacturing Inc.****Consolidated
                  Statements of Operations**
  **Years
                    Ended**
                  **October
                    31,****2007**
              
              **2006****Revenues
                  - related party**
              
              $
              21,738
              
              $
              143,515**Cost
                  of goods sold**
              
              
              21,543
              
              
              121,512**Gross
                  profit**
              
              
              196
              
              
              22,003**Expenses:**General
                  and administrative expenses
              
              
              2,837,401
              
              
              2,434,184Total
                  expenses
              
              
              2,837,401
              
              
              2,434,184**Net
                  loss from operations before other expenses and****provision
                  for income taxes**
              
              
              (2,837,206
              )
              
              (2,412,181
              )**Other
                  income (expenses):**Gain
                  on legal settlement
              
              
              457,739
              
              
              -Loss
                  sale of debt instrument
              
              
              -
              
              
              (298,073
              )Interest
                  expense
              
              
              (155,545
              )
              
              (29,549
              )302,194
              
              
              (327,622
              )**Net
                  loss before provision for income taxes**
              
              
              (2,535,012
              )
              
              (2,739,803
              )Provision
                  for income taxes
              
              
              -
              
              
              -**Net
                  loss**
              
              $
              (2,535,012
              )
              $
              (2,739,803
              )**Net
                  loss per weighted average share****-
                  basic and diluted**
              
              $
              (0.056
              )
              $
              (0.107
              )**Weighted
                  average number of shares****-
                  basic and diluted**
              
              
              44,954,786
              
              
              25,707,270




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




F-4


**Bio
                  Solutions Manufacturing Inc.****Consolidated
                  Statements of Stockholders' (Deficit)**
  **Preferred
                  Stock**
              
              **Common
                  Stock**
              
              **Additional**
                **Paid
                  in**
              
              **Accumulated**
              
              **Total**
                **Stockholders'****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **(Deficit)**
              
              **(Deficit)****Balance,
                  October 31, 2005**
              
              
              -
              
              
              -
              
              
              **16,899,228**
              
              
              **16,899**
              
              
              **1,383,654**
              
              
              **(2,233,506**
              **)**
              
              **(832,953**
              **)**Debt
                  converted for shares
              
              
              
              
              
              
              
              
              1,078,752
              
              
              1,079
              
              
              341,994
              
              
              
              
              
              343,073Shares
                  and warrants issued for cash, net
              
              
              
              
              
              
              
              
              2,500,000
              
              
              2,500
              
              
              817,500
              
              
              
              
              
              820,000Shares
                  issued for services
              
              
              
              
              
              
              
              
              6,028,991
              
              
              6,029
              
              
              1,585,947
              
              
              
              
              
              1,591,976Shares
                  issued for Bio-Extractionacquisition
                  - related party
              
              
              
              
              
              
              
              
              10,000,000
              
              
              10,000
              
              
              79,395
              
              
              
              
              
              89,395Shares
                  issued for share restrictionagreement
              
              
              
              
              
              
              
              
              463,066
              
              
              463
              
              
              145,404
              
              
              
              
              
              145,867Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,739,803
              )
              
              (2,739,803
              )**Balance,
                  October 31, 2006**
              
              
              -
              
              
              -
              
              
              **36,970,037**
              
              
              **36,970**
              
              
              **4,353,894**
              
              
              **(4,973,309**
              **)**
              
              **(582,445**
              **)**Debt
                  converted for shares
              
              
              
              
              
              
              
              
              7,250,000
              
              
              7,250
              
              
              355,250
              
              
              
              
              
              362,500Shares
                  returned and retired
              
              
              
              
              
              
              
              
              (8,826,809
              )
              
              (8,827
              )
              
              (962,122
              )
              
              
              
              
              (970,949
              )Shares
                  issued for equipment
              
              
              
              
              
              
              
              
              1,000,000
              
              
              1,000
              
              
              199,000
              
              
              
              
              
              200,000Shares
                  issued for services
              
              
              
              
              
              
              
              
              9,960,000
              
              
              9,960
              
              
              1,291,634
              
              
              
              
              
              1,301,594Amortization
                  of equity based compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              511,224
              
              
              
              
              
              511,224Beneficial
                  Conversion Feature
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              71,637
              
              
              
              
              
              71,637Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,535,012
              )
              
              (2,535,012
              )**Balance,
                  October 31, 2007**
              
              
              -
              
              $
              -
              
              
              **46,353,228**
              
              $
              **46,353**
              
              $
              **5,820,517**
              
              $
              **(7,508,321**
              **)**
              $
              **(1,641,451**
              **)**


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


F-5


**Bio
                  Solutions Manufacturing Inc.****Consolidated
                  Statements of Cash Flows**
  **Year
                  Ended****October
                  31,****2007**
              
              **2006****Cash
                  flows from operating activities**Net
                  loss
              
              $
              (2,535,012
              )
              $
              (2,739,803
              )Depreciation
                  and amortization
              
              
              118,399
              
              
              124,091Equity
                  based compensation
              
              
              1,812,818
              
              
              1,591,976Gain
                  on legal settlement
              
              
              (457,739
              )
              
              -Shares
                  issued for restriction agreement
              
              
              -
              
              
              145,867Beneficial
                  conversion feature
              
              
              71,637
              
              
              -Reserve
                  for allowance for doubtful accounts
              
              
              (154,000
              )
              
              154,000Loss
                  on redemption of debt with stock
              
              
              -
              
              
              298,073Impairment
                  of intangibles
              
              
              140,000
              
              
              -**Adjustments
                  to reconcile net (loss) to****net
                  cash (used) by operating activities:**Changes
                  in assets and liabilities:Accounts
                  receivable - related party
              
              
              (19,306
              )
              
              (85,495
              )Inventory
              
              
              21,051
              
              
              (3,719
              )Prepaid
                  expenses
              
              
              3,000
              
              
              2,335Other
                  receivable - related parties
              
              
              (21,500
              )
              
              (174,904
              )Accounts
                  payable
              
              
              39,995
              
              
              (10,831
              )Accrued
                  expenses
              
              
              590,766
              
              
              104,908**Net
                  cash (used) by operating activities**
              
              
              (389,891
              )
              
              (593,502
              )**Cash
                  flows from investing activities**Security
                  deposits
              
              
              1,000
              
              
              -Purchase
                  of fixed assets
              
              
              (12,159
              )
              
              (224,150
              )**Net
                  cash (used) by investing activities**
              
              
              (11,159
              )
              
              (224,150
              )**Cash
                  flows from financing activities**Sale
                  of common stock
              
              
              -
              
              
              820,000Proceeds
                  from notes payable
              
              
              432,450
              
              
              140,811Payments
                  on notes payable
              
              
              (39,300
              )
              
              (131,205
              )**Net
                  cash provided by financing activities**
              
              
              393,150
              
              
              829,606**Net
                  increase (decrease) in cash**
              
              
              (7,900
              )
              
              11,954Cash
                  and cash equivalents - beginning
              
              
              12,936
              
              
              982Cash
                  and cash equivalents- ending
              
              $
              5,036
              
              $
              12,936Supplemental
                  disclosures:Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -Non-cash
                  transactions:Shares
                  issued for services provided
              
              $
              1,301,594
              
              $
              1,591,976Shares
                  issued for share restriction agreement
              
              
              -
              
              
              145,867Gain
                  on legal settlement ( Note 2 )
              
              
              (457,739
              )
              
              -Debt
                  converted for equity
              
              
              362,500
              
              
              343,073Equipment
                  acquired for stock
              
              
              200,000
              
              
              -Assets
                  and Liabilities of Bio-Extraction acquired for shares
                  issued:Cash
              
              
              -
              
              
              4,234Inventory
              
              
              -
              
              
              600Intangibles
              
              
              -
              
              
              140,000Equipment
                  - net
              
              
              -
              
              
              10,833Accounts
                  payables
              
              
              -
              
              
              66,272




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




F-6


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


**NOTE
      1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





**Nature
      of Business and History of Company**





Bio
      Solutions Manufacturing, Inc. (the “Company”) is a provider
      of waste bioremediation services. The
      Company operates through two wholly-owned subsidiaries, Bio Solutions
      Production, Inc. (“BSP”), a developer and manufacturer of biological waste
      remediation products which are used by municipal collection systems and food
      service facilities, and Bio-Extraction Services, Inc. (“BESI”), a development
      stage company acquired to
      focus
      on the production and sale of biodiesel fuel .
      The
      Company’s biological waste remediation products are not currently being sold.
      The Company anticipates resuming is sales and marketing activities related
      to
      its biological waste remediation products again once it has obtained additional
      working capital.





**Going
      Concern**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. Going concern contemplates the realization
      of
      assets and the satisfaction of liabilities in the normal course of business
      over
      a reasonable length of time. The Company has incurred losses since inception
      and
      has negative cash flows from operations. For the years ended October 31, 2007
      and 2006, the Company has incurred net losses of $2,535,012 and $2,739,803,
      respectively, and has a stockholders’ deficit of $1,641,451 as of October 31,
      2007. The future of the Company is dependent upon its ability to obtain
      additional equity or debt financing and upon future successful development
      and
      marketing of the Company’s products and services. Management is pursuing various
      sources of equity and debt financing. Although the Company plans to pursue
      additional financing, there can be no assurance that the Company will be able
      to
      secure such financing or obtain financing on terms beneficial to the Company.
      Failure to secure such financing may result in the Company’s inability to
      continue as a going concern and the impairment of the recorded long lived
      assets.





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





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





**Principles
      of Consolidation**





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





**Reclassifications**





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





**Cash
      and Cash Equivalents**





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




F-7


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


**Allowance
      for Doubtful Accounts** ******





The
      Company records a bad debt expense/allowance based on management’s estimate of
      uncollectible accounts. All outstanding accounts receivable accounts and other
      receivables are reviewed for collectibility on an individual basis and will
      be
      fully written off once management has exhausted all available collection
      efforts. The bad debt expense recorded for the years ended October 31, 2007
      and
      October 31, 2006 was $0 and $154,000, respectively





**Inventories** **





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





**Property
      and Equipment**





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





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




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





Depreciation
      expense charged to operations totaled $118,399 and $84,424 in 2007 and 2006,
      respectively.





**Long
      Lived Assets**





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





**Revenue
      Recognition**





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




F-8





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended October 31, 2007 and 2006**





**Shipping
      and Handling Costs**





Shipping
      and handling costs are included in cost of sales in the accompanying
      consolidated statements of operations. Such costs for the years ended October
      31, 2007 and 2006 were $0 and $931, respectively.





**Advertising
      Expenses**  **





The
      Company expenses the cost of advertising in the period in which the advertising
      takes place. The Company incurred minimal advertising expenses, primarily due
      to
      prior exclusive selling agreement with BSFC. Advertising expenses for the year
      ended October 31, 2007 and October 31, 2006 was $2,270 and $302,
      respectively.





**Stock-Based
      Employee Compensation**  **





Effective
      November 1, 2006, the Company began recording compensation expense associated
      with stock options and other forms of equity compensation in accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 123R, *Share-Based Payment,* as
      interpreted by SEC Staff Accounting Bulletin No. 107. Prior to November
      1, 2006, the Company had accounted for stock options according to the
      provisions of Accounting Principles Board Opinion No. 25, *Accounting for Stock Issued to Employees,* and
      related interpretations, and therefore no related compensation expense was
      recorded for awards granted with no intrinsic value. The Company adopted the
      modified prospective transition method provided for under SFAS No. 123R, and,
      consequently, have not retroactively adjusted results from prior
      periods.





**Income
      Taxes**





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





**Net
      Loss Per Share**





The
      Company adopted the provisions of Statement of Financial Accounting Standards
      (“SFAS”) No. 128, “Earnings Per Share” (“EPS”) that established standards for
      the computation, presentation and disclosure of earnings per share, replacing
      the presentation of Primary EPS with a presentation of Basic EPS. Common stock
      equivalents attributed to the 2,750,000 warrants outstanding and the shares
      issuable upon conversion of the convertible debt (approximately 69,872,076
      shares as of October 31, 2007) have not been included in the EPS calculation
      as
      their inclusion would be anti-dilutive.





**Accounting
      Estimates**





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





**Fair
      Value of Financial Instruments**





Pursuant
      to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” the
      Company is required to estimate the fair value of all financial instruments
      included on its balance sheets as of October 31, 2007 and 2006. The Company
      considers the carrying value of accounts receivable, net of reserves, accounts
      payable and accrued expenses in the financial statements to approximate their
      face value. The Company has not made an evaluation of the fair value of the
      recorded related party assets and liabilities.




F-9


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


**Recent
      Accounting Pronouncements**





FASB
      141
      (revised 2007) - Business Combinations





In
      December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
      Combinations. This Statement replaces FASB Statement No. 141, Business
      Combinations. This Statement retains the fundamental requirements in
      Statement 141 that the acquisition method of accounting (which Statement
      141 called the purchase method) be used for all business combinations and for
      an
      acquirer to be identified for each business combination. This Statement defines
      the acquirer as the entity that obtains control of one or more businesses in
      the
      business combination and establishes the acquisition date as the date that
      the
      acquirer achieves control. This Statement’s scope is broader than that of
      Statement 141, which applied only to business combinations in which control
      was
      obtained by transferring consideration. By applying the same method of
      accounting—the acquisition method—to all transactions and other events in which
      one entity obtains control over one or more other businesses, this Statement
      improves the comparability of the information about business combinations
      provided in financial reports.





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





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





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





FIN
      48 -
      Accounting for Uncertainty in Income Taxes





In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
      contains a two step approach to recognizing and measuring uncertain tax
      positions accounted for in accordance with SFAS No. 109. The first step is
      to
      evaluate the tax position for recognition by determining if the weight of
      available evidence indicates it is more likely than not that the position will
      be sustained on audit, including resolution of related appeals or litigation
      processes, if any. The second step is to measure the tax benefit as the largest
      amount which is more than 50% likely of being realized upon ultimate settlement.
      This provision is effective for fiscal years beginning after December 15, 2006,
      which will be the Company’s fiscal year 2008. The Company is evaluating the
      impact, if any, the adoption of this statement will have on its results of
      operations, financial position, or cash flows. Given the Company’s substantial
      loss carry-forward, it does not, in the near term, expect to have any impact
      of
      the Company’s tax position with the adoption of FIN 48.





F-10


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


FASB
      157
      - Fair Value Measurements





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





FASB
      158
      - Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans.” SFAS 158
      requires us to record the funded status of its defined benefit pension and
      other
      postretirement plans in its financial statements. We are required to record
      an
      asset in its financial statements if a plan is overfunded or record a liability
      in its financial statements if a plan is underfunded with a corresponding offset
      to shareholders’ equity. Previously unrecognized assets and liabilities are
      recorded as a component of shareholders’ equity in accumulated other
      comprehensive income, net of applicable income taxes. SFAS 158 also
      requires us to measure the value of our assets and liabilities as of the end
      of
      our fiscal year ending after December 15, 2008. We have implemented
      SFAS 158 using the required prospective method. The recognition provisions
      of SFAS 158 are effective for the fiscal year ending after
      December 15, 2006. We do not expect that adoption of this new standard to
      have a material impact on our financial position, results of operations or
      cash
      flows.





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





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





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





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





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





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




F-11


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


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





EITF
      00-19-2 - Accounting for Registration Payment Arrangements





In
      December 2006, the FASB issued FSP EITF 00-19-2, Accounting for
      Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting
      for
      registration payment arrangements. FSP 00-19-2 specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      Accounting for Contingencies.





SAB
      108 -
      Considering the Effects of Prior Year Misstatements in Current Year Financial
      Statements





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (SAB 108) “Considering the Effects of Prior Year
      Misstatements in Current Year Financial Statements.” SAB 108 provides guidance
      on quantifying financial statement misstatements, including the effects of
      prior
      year errors on current year financial statements. SAB 108 is effective for
      fiscal years beginning after November 15, 2006, which will be the Company’s
      fiscal year 2008.





**NOTE
      2 - SETTLEMENT**





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





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




F-12


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


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





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





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





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


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





**NOTE
      3 - ACQUISITION OF BIO-EXTRACTION SERVICES, INC. - RELATED
      PARTY**





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





F-13


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


The
      assets and liabilities as of June 30, 2006, acquired of Bio Extraction Services,
      Inc. for the issuance of stock is as follows:





Cash
            
            $
            4,234Inventories
            
            
            600Equipment,
                net
            
            
            10,833Intangibles
            
            
            140,000Total
                assets
            
            $
            155,667Accounts
                payable
            
            $
            66,272Net
                equity acquired
            
            
            89,395Total
                liabilities and equity
            
            $
            155,667




Bio
      Extraction Services, Inc. is a newly formed enterprise, and there were no sales
      to date since inception (December 7, 2005). Bio Extraction Services, Inc. lost
      approximately $40,000 from operations since inception to the date of the
      acquisition and the pro-forma loss of the Company as if Bio-Extraction had
      been
      included with the operations of the Company since inception would increase
      by
      such $40,000 loss to approximately $2,800,000 for the year ended October 31,
      2006.





In
      October 2007, Bio Solutions Franchise Corp. and certain parties related thereto
      returned 8,826,809 of the 10,000,000 shares issued in connection with this
      acquisition as part of the settlement of the Litigation described in Note 2
      above.





**NOTE
      4 - LOANS PAYABLE**





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





During
      the fiscal year ended October 31, 2007, one lender converted $362,500 in
      principal into 7,250,000 shares of Company common stock. An expense of $71,637
      was recorded in fiscal 2007, attributed the beneficial conversion feature with
      this loan agreement. The notes are secured by a first priority security interest
      in all of the assets of the Company. At the request of the lenders, the Company has
      filed
      a registration statement to register the resale of shares of common stock
      underlying the convertible notes with the Securities and Exchange Commission
      under the Securities Act of1933. This registration statement has not yet been
      declared effective by the Securities and Exchange Commission. As
      of
      October 31, 2007, the aggregate principal outstanding was $813,438.





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





F-14


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**





**NOTE
      5 - INTANGIBLE ASSETS**





As
      a
      result of a reorganization in March 2004, the Company recorded $250,000 as
      the
      value of its product formulations. The product formulations will be amortized
      over two years. The amortization expense for the year ending October 31, 2007
      and 2006 was $0 and $41,667 for each year, respectively. The recorded value
      of
      this intangible at October 31, 2007 is $0.





As
      a
      result of the acquisition of Bio-Extraction Services, Inc. in June 2006, the
      Company acquired certain technologies and provisional patent applications valued
      at $140,000. Amortization had not commenced as such technologies and provisional
      patent applications have yet to be placed in service, however management used
      a
      probability weighted cash flow estimation approach to measure the impairment
      loss of these long-lived asset. The Company believes that, at October 31, 2007,
      the value of the Company’s provisional patent are impaired and the Company has
      recognized a $140,000 charge in the year then ended to reduce their carrying
      value to zero, which is included in general and administrative
      expenses.





**NOTE
      6 - EQUITY TRANSACTIONS**





**Preferred
      Stock**





As
      of
      October 31, 2007, the Company had authorized 10,000,000 shares of preferred
      stock, none of which were issued or outstanding.





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





**Common
      Stock**





As
      of
      October 31, 2007, the Company had authorized 100,000,000 shares of common stock,
      of which 46,353,228 were issued and outstanding. The holders of the Company’s
      common stock are entitled to one vote per share of common stock
      held.





**During
      fiscal 2006, the following equity transactions occurred:**





In
      June
      2006, the Company issued 2,500,000 shares of common stock for cash totaling
      $1,000,000. The Company also issued 2,500,000 common stock purchase warrants
      with an exercise price of $0.80 per share in connection with this issuance.
      The
      investment banker received $70,000 in commissions and 250,000 shares of common
      stock. In addition, a related party received a finder’s fee of $75,000, and an
      unrelated party received 250,000 common stock purchase warrants with an exercise
      price of $0.80 per share as a finder’s fee. The net proceeds of this offering to
      the Company after the payment of commissions, fees, and other expenses totaling
      $180,000 of the offering were approximately $820,000.





In
      June
      2006, the Company acquired 100% of the outstanding shares of Bio Extraction
      Services, Inc., a company engaged in bio-fuel technology, from Bio Solutions
      Franchise Corp. (an affiliated entity and the Company’s sole customer) for
      10,000,000 shares of the Company’s common stock. The transaction has been
      accounted for as a purchase acquisition under common control. The issuance
      of
      the 10,000,000 shares of common stock was recorded based on the net acquired
      net
      assets at the historical cost basis.





The
      Company had $127,500 in debts converted into 1,078,752 shares of common stock,
      net of $82,500 of debts and 150,000 shares rescinded for reinstated debts
      converted in 2005, during the year at a share price of $0.25. Another $298,073
      of expense was recorded on a portion of these debts acquired from related
      parties converted in fiscal 2006 into equity to reflect the market value of
      the
      stock issued for such debts, which was at the then market price of the trading
      stock of the Company.




F-15


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**


The
      Company issued 4,594,614 shares of common stock during the year for services
      valued at $1,336,105, at share prices ranging from $0.17 to $0.42 per share,
      which was at the then market price of the trading stock of the Company. There
      remains $272,928 of such services yet to be expensed for the term of some
      agreements to render services to the Company.





The
      Company issued 1,434,377 shares of common stock during the year for services
      valued at $528,799 to related parties, employees, and the management of the
      Company, at share prices ranging from $0.36 to $0.58 per share, which was at
      the
      then market price of the trading stock of the Company.





During
      the second quarter of 2006, the Company issued 463,066 shares of common stock
      to
      related parties and former officers of the Company in consideration for their
      agreement to enter into share lock-up agreements. These shares were recorded
      at
      their value of $145,867 or $0.35 per share, which was at the then market price
      of the trading stock of the Company.





**During
      fiscal 2007, the following equity transactions occurred:**





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





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





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





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





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





F-16


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended October 31, 2007 and 2006**





**Warrants**





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





A
      summary
      of the warrant activity of for the years ended October 31, 2007 and 2006 is
      as
      follows:


Warrants
              
              Weighted
                  Average
                Exercise
                  PriceOutstanding
              
              Exercisable
              
              Outstanding
              
              ExercisableBalance
                  - October 31, 2005
              
              
              625,000
              
              
              625,000
              
              $
              1.32
              
              $
              1.32Granted
                  Fiscal Year 2006
              
              
              2,750,000
              
              
              2,750,000
              
              
              0.80
              
              
              0.80Exercised
                  Fiscal Year 2006
              
              
              -
              
              
              
              
              
              -Expired
                  Fiscal Year 2006
              
              
              (150,000
              )
              
              (150,000
              )
              
              (0.75
              )
              
              (0.75
              )Balance
                  - October 31, 2006
              
              
              3,225,000
              
              
              3,225,000
              
              
              0.86
              
              
              0.86Granted
                  Fiscal Year 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
                  Fiscal Year 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -Expired
                  Fiscal Year 2007
              
              
              (475,000
              )
              
              (475,000
              )
              
              (1.50
              )
              
              (1.50
              )Balance
                  - October 31, 2007
              
              
              2,750,000
              
              
              2,750,000
              
              $
              0.80
              
              $
              0.80





**Stock
      incentive plans**





On
      April
      19, 2002, the Company adopted the Bio Solutions Manufacturing Inc. (formerly
      Single Source Financial Services Corporation) 2002 Omnibus Securities Plan
      (the
“2002 Plan”). Under the plan, the Company may grant options or issue stock to
      selected employees, directors, and consultants for up to 30,000 shares. The
      exercise price of each option is at the discretion of the Board of Directors
      but
      can not be less than 85% of the fair market value of a share at the date of
      grant (100% of fair market value for 10% stockholders). The vesting period
      of
      each option granted is also at the discretion of the Board of Directors, but
      each option granted shall vest at a rate of no less than 20% per year from
      date
      of grant.





In
      August
      2005, the number of shares under the 2002 Plan was increased by 3,000,000 and
      400,000 shares were issued under the 2002 Plan. In January 2006, the 3,000,000
      increase was reaffirmed and ratified by the Board of Directors when technical
      deficiencies in the registration statement registering the shares of stock
      issuable under the 2002 Plan were corrected. As of October 31, 2007, the total
      authorization is 3,030,000 shares, 2,539,941 shares have been issued under
      the
      2002 Plan and no options have been granted.





On
      October 27, 2006, the Company adopted its 2006 Stock Incentive Plan (the “2006
      Plan”). The Company is permitted to issue up to 6,000,000 shares of common stock
      under the Plan in the form of stock options, restricted stock awards, and stock
      awards to employees, non-employee directors, and outside consultants. As of
      October 31, 2007, 6,000,000 shares have been issued under the 2006 Plan and
      no
      options have been granted.





On
      October 15, 2007, the Company adopted its 2007 Stock Incentive Plan (the “2007
      Plan”). The Company is permitted to issue up to 10,000,000 shares of common
      stock under the Plan in the form of stock options, restricted stock awards,
      and
      stock awards to employees, non-employee directors, and outside consultants.
      As
      of October 31, 2007, 1,510,000 shares have been issued under the 2007 Plan
      and
      no options have been granted.




F-17


**BIO
          SOLUTIONS MANUFACTURING, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
          Ended October 31, 2007 and 2006**





In
      December 2006, options to purchase an aggregate of 4,000,000 shares of common
      stock at an exercise price of $0.30 per share were issued to consultants. The
      options will vest based on the number of gallons of bio-diesel alternative
      fuel
      that is converted by the Company’s bio-converter from sites introduced directly
      or indirectly by the consultant. As the vesting of these options are uncertain,
      the Company cannot value such options until a portion or all of such options
      have vested based on the achievement of the milestones. A summary of the
      non-plan option activity of for the year ended October 31, 2007 is as
      follows:




Stock
                Options
            
            Weighted
                Average
              Exercise
                PriceOutstanding
            
            Exercisable
            
            Outstanding
            
            ExercisableBalance
                - October 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -Granted
                Fiscal Year 2007
            
            
            4,000,000
            
            
            -
            
            $
            0.30
            
            
            -Exercised
                Fiscal Year 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -Expired
                Fiscal Year 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - October 31, 2007
            
            
            4,000,000
            
            
            0
            
            $
            0.30
            
            $
            0





The
      following table summarizes information about warrants outstanding and
      exercisable at October 31, 2007:




Number
              Outstanding
            
            Weighted-
              Average
              Remaining
              Life
                in
              Years
            
            Weighted
              Average
              Exercise
              Price
            
            Number
              ExercisableRange
                of exercise prices:$0.30
            
            
            4,000,000
            
            
            2.09
            
            $
            0.30
            
            
            -





**NOTE
      7 - INCOME TAXES**





The
      provisions for income taxes for the year ended October 31, 2007 consisted of
      the
      following:


Provision
                  benefit for income taxesat
                  statutory federal rate
              
              $
              (940,000
              )Temporary
                  timing differences
              
              
              80,000Permanent
                  timing differences
              
              
              590,000Valuation
                  allowance change
              
              
              270,000Net
                  Income Tax Provision
              
              $
              -





The
      reported provision for income taxes differs from the amount computed by applying
      the statutory U.S. federal income tax rate of 34% to the loss before income
      taxes as follows:


October
                  31, 2007Federal
                  income taxes at statutory rate
              
              
              34
              %State
                  tax rate, net of federal income tax
              
              
              3Valuation
                  Allowance
              
              
              (37
              )Effective
                  income tax rate
              
              
              0
              %




F-18


**BIO
            SOLUTIONS MANUFACTURING, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
            Ended October 31, 2007 and 2006**


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





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





At
      October 31, 2007, the Company has unused net operating losses of approximately
      $4,000,000 (which will begin expiring in 2019 through 2027) that may be applied,
      against future taxable income.





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





**NOTE
      8 - RELATED PARTY TRANSACTIONS**





The
      Company has extensive amounts of related party transactions, including the
      October 22, 2007 settlement of Litigation (see Note 3) by the Company and the
      related parties that were party to the agreements.





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





During
      2007 and 2006, there were 1,530,000 and 1,434,377 shares of common stock issued,
      respectively, to related parties, management and employees of the Company for
      services rendered. The expense for such shares issued was recorded using the
      then fair market value of the shares issued. During 2007, the Company issued
      1,000,000 shares of common stock to an employee of its BESI subsidiary for
      used
      equipment purchased from employee for use in operations. The cost of the
      equipment acquired was recorded using the then fair market value of the shares
      issued.





On
      November 29, 2006, the Company entered into a loan agreement with certain
      existing related party lenders and a new lender, pursuant to which the Company
      borrowed approximately $164,000 and certain outstanding debt obligations were
      amended and restated. Under the loan agreement, the existing lenders received
      amended and restated convertible promissory notes in the aggregate principal
      amounts of $537,955 and $264,625, respectively, and the new lender received
      a
      convertible promissory note in the aggregate principal amount of $164,000.
      Under
      the loan agreement and the notes, each lender may, in its sole and absolute
      discretion, make additional loans to the Company, up to an aggregate total
      of
      $1,000,000 per lender. Each note bears interest at the rate of eight percent
      (8%) per annum and is payable on demand. Each note is also convertible into
      shares of the Company’s common stock at a conversion rate equal to the lower of
      (a) $0.05 per share, and (b) seventy percent (70%) of the three day average
      of
      the closing bid price of the Company’s common stock immediately prior to
      conversion, although such conversions may not be less $0.01 per share, in any
      circumstances. In addition, the note holders cannot convert any principal or
      interest under the notes to the extent that such conversion would require the
      Company to issue shares of its common stock in excess of its authorized and
      unissued shares of common stock. An expense of $127,662 was recorded in the
      first quarter of fiscal 2007, attributed the beneficial conversion feature
      with
      this loan agreement. The notes are secured by a first priority security interest
      in all of the assets of the Company. At the request of the lenders, the Company has
      filed
      a registration statement to register the resale of shares of common stock
      underlying the convertible notes with the Securities and Exchange Commission
      under the Securities Act of1933. This registration statement has not yet been
      declared effective by the Securities and Exchange Commission.




F-19


**BIO
            SOLUTIONS MANUFACTURING, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
            Ended October 31, 2007 and 2006**


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





**NOTE
      9 - SEGMENT REPORTING**





During
      2007, there was only one reportable segment; hence no 2007 amounts are being
      presented. During 2006, the Company had two reportable segments through two
      wholly-owned subsidiaries, BSP, a developer and manufacturer of biological
      waste
      remediation products which are used by municipal collection systems and food
      service facilities (cleaning division), and the newly acquired BESI entity,
      a
      development stage company acquired to
      focus
      on the production and sale of biodiesel fuel (biodiesel division) .
      The
      general and administrative expenses of the parent public company are recorded
      on
      the books of BSP.





Financial
      Data for 2006:




Bio
                Diesel Division
            
            Cleaning
                Division including parentcompany
                expensesRevenues
            
            $
            -
            
            $
            143,515Interest
                expense
            
            
            -
            
            
            29,549Net
                loss
            
            
            138,577
            
            
            2,601,226Long
                lived assets
            
            
            159,586
            
            
            439,404Capital
                expenditures
            
            
            -
            
            
            224,150Total
                assets
            
            
            168,490
            
            
            625,568Long
                term debt
            
            
            -
            
            
            -





**NOTE
      10- COMMITMENTS AND CONTINGENCIES**





*Operating
      Leases*





BESI
      leases its office facility under a one-year non-cancelable operating lease
      at a
      rate of $2,210 per month, expiring in September 2008 Net rent expense for the
      years ended October 31, 2007 and 2006 was $6,630 and $36,000,
      respectively.





*Payroll
      Taxes*





At
      October 31, 2007, the Company is delinquent with remitting payroll taxes of
      approximately $49,456, including estimated penalties and interest. The Company
      has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance
      sheet. Although the Company has not entered into any formal repayment agreements
      with the respective tax authorities, management plans to make payment as funds
      become available. Penalties and interest amounts are subject to increase based
      on a number of factors that can cause the estimated liability to increase
      further.





*Employment
      agreements*





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




F-20


**BIO
            SOLUTIONS MANUFACTURING, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
            Ended October 31, 2007 and 2006**


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





*Share
      issuance*





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





*Legal
      matters*





On
      November 27, 2007, Martin Becker (“Becker”) commenced an action against the
      Company in the Superior Court of California, County of Los Angeles, for breach
      of contract, common counts, and indemnity, seeking approximately $92,000 in
      damages, as well as interest, fees, and costs. The complaint alleges that the
      Company breached a certain Reorganization and Stock Purchase Agreement dated
      on
      or about February 1, 2004 by failing to indemnify Becker as required under
      said
      agreement. The Company intends to defend the litigation and believes that the
      allegations contained within this complaint are without merit and that the
      potential liability is adequately reflected in the financial
      statements.





**NOTE
      11 - SUBSEQUENT EVENTS**





Since
      October 31, 2007, the Company has issued 5,500,000 shares of common stock upon
      conversion of indebtedness recorded at 87,060, at an average of $0.016 per
      share, pursuant to the terms of such debt agreement.





Since
      October 31, 2007, the Company has issued 1,750,000 shares of common stock for
      services.





F-21




**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.





31


**Item
      8A. Controls and Procedures.**




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




**Evaluation
      of Disclosure Controls and Procedures**





As
      of
      October 31, 2007, our President and Chief Financial Officer carried out an
      evaluation, of the effectiveness of the design and operation of our system
      of
      disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d)
      promulgated under the Exchange Act.  Based on this evaluation, our
      President and Chief Financial Officer concluded that our controls and procedures
      were not effective in ensuring that information required to be disclosed by
      us
      in our periodic reports is recorded, processed, summarized and reported, within
      the time periods specified for each report and that such information is
      accumulated and communicated to our management, including our principal
      executive and principal financial officer, or persons performing similar
      functions, as appropriate to allow timely decisions regarding required
      disclosure.





During
      the course of the preparation of our October 31, 2007 financial statements,
      we
      identified certain material weaknesses relating to our internal controls and
      procedures within the areas of accounting for equity transactions, document
      control, account analysis, and reconciliation. Some of these internal control
      deficiencies may also constitute deficiencies in our disclosure
      controls.





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





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





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





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





The
      Company is required to be in compliance with the certification requirements
      of
      Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control
      for
      the year ending October 31, 2008. The Company has experienced severe cash flow
      problems and, as a result, has not had the resources to address fully the
      certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
      While management is working on a plan, no assurance can be made at this point
      that the implementation of such controls and procedures will be completed in
      a
      timely manner or that they will be adequate once implemented. Failure to develop
      adequate internal control and hiring of qualified accounting personnel may
      result in a “material weakness” in the Company’s internal control relating to
      the above activities.




32




Among
      the
      changes needed to be implemented are the following:





·
            Document
                control system established and monitored for
                compliance;




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




·
            Centralized
                control of cash disbursements;




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




·
            Control
                function added to review
                reconciliations.





**Item
      8B. Other Information.**





**Loan
      Agreement**





Since
      2003, we have borrowed money from a group of third-party lenders in order to
      fund our operations. As of February 5, 2008, the outstanding principal balance
      on these loans was approximately $746,689. On
      November 29, 2006, we entered into a loan agreement with certain these lenders
      and a new lender, pursuant to which we borrowed approximately $164,000 of new
      funds, and pursuant to which the outstanding debt obligations were amended
      and
      restated. Under the loan agreement, the existing lenders received amended and
      restated convertible promissory notes in the aggregate principal amounts of
      $537,955 and $264,625, respectively, and the new lender received a convertible
      promissory note in the aggregate principal amount of $164,000. Under the loan
      agreement and the notes, each lender may, in its sole and absolute discretion,
      make additional loans to us, up to an aggregate total of $1,000,000 per lender.
      Each note bears interest at the rate of eight percent (8%) per annum and is
      payable on demand. Each note 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. In addition,
      the note holders cannot convert any principal or interest under the notes to
      the
      extent that such conversion would require us to issue shares of our common
      stock
      in excess of our authorized and unissued shares of common stock.  The notes
      are secured by a first priority security interest in all of our assets. By
      their
      terms, the holder of the notes may not convert the notes to the extent such
      conversion would cause the holder, together with its affiliates, to have
      acquired a number of shares of common stock that would exceed 4.99% of our
      then
      outstanding common stock. 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. At the
      request of the lenders, we filed a registration statement in September 2007
      to register
      the resale of the shares of common stock underlying the convertible notes.
      This
      registration statement has not yet been declared effective, and we intend to
      withdraw this registration statement with the consent of the
      lenders.





**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.




33


**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:





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




34




·
            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.




35




·
            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.





36




**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-
            
            $
            24,750
            (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
                stock 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
                stock award, the market value of our common stock was $0.38 per
                share.




37


**Grants
      of Plan-Based Awards**





The
      following table sets forth information concerning the number of shares of common
      stock underlying restricted stock awards and stock options granted to the Named
      Executive Officers in Fiscal 2007.




**Name**
            
            **Grant
                Date**
            
            **Approval**
              **Date**
            
            **Estimated**
                  **Future**
                  **Payouts**
                  **Under Non-**
                  **Equity**
                  **Incentive**
                  **Plan Awards**
            
            **Estimated**
                  **Future**
                  **Payouts**
                  **Under**
                  **Equity**
                  **Incentive**
                  **Plan Awards**
            
            **All
                  Other**
                **Stock**
                **Awards:**
                **Number of**
                **Shares
                  of**
                **Stock
                  or**
                **Units
                  (#)**
            
            **All
                  Other******
                **Option**
                **Awards:**
                **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
            
            
            
            
            
            
            
            $
            24,0001/15/2007
            
            
            1/15/2007
            
            
            —
            
            
            —
            
            
            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
            
            
            
            
            
            
            
            $
            24,0001/15/2007
            
            
            1/15/2007
            
            
            —
            
            
            —
            
            
            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.


38


**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 in incorporated by
      reference as exhibits hereto.





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





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





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





**Potential
      Payments upon Termination**





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




39


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.





**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.


40


**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:





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.




41





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.





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.




42





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, although such conversions may not be less $0.01 per share, in any
      circumstances. In addition, the note holders cannot convert any principal or
      interest under the notes to the extent that such conversion would require us
      to
      issue shares of its common stock in excess of our authorized and unissued shares
      of common stock. The notes are secured by a first priority security interest
      in
      all of our assets. 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.


43


**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.
  44
  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, incorporated by reference
                  to our
                  Annual Report on From 10-KSB for the year ended October 31, 2007,
                  filed on
                  February 13, 2008.10.16
              
              Lease
                  Agreement dated as of September 15, 2007, incorporated by reference
                  to our
                  Annual Report on From 10-KSB for the year ended October 31, 2007,
                  filed on
                  February 13, 2008.10.17
              
              Agreement
                  dated as of October 30, 2007 between the Company and Peter Chapin,
                  incorporated by reference to our Annual Report on From 10-KSB for
                  the year
                  ended October 31, 2007, filed on February 13, 2008.16.1
              
              Letter
                  on change in certifying accountant, incorporated by reference to
                  our
                  Current Report on Form 8-K filed on August 10,
                  2006.
  45
  21.1
              
              Subsidiaries
                  of Bio Solutions Manufacturing, Inc., incorporated by reference
                  to our
                  Annual Report on Form 10-KSB/A for the year ended October 31, 2006,
                  filed
                  on March 23, 2007.23.1
              
              Consent
                  of Independent Public Accountants, Sherb & Co., LLP, filed
                  herewith.31.1
              
              Certification
                  of David S. Bennett pursuant to Rule 13a-14(a), filed
                  herewith.31.2
              
              Certification
                  of Patricia M. Spreitzer pursuant to Rule 13a-14(a), filed
                  herewith.32.1
              
              Certification
                  of David S. Bennett pursuant to 18 U.S.C Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002, filed
                  herewith.32.2
              
              Certification
                  of Patricia M. Spreitzer pursuant to 18 U.S.C Section 1350, as
                  adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
                  herewith.


46


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





**Appointment
      of Auditors**





Our
      Board
      of Directors has not yet selected independent accountants to audit our
      financial statements for the year ending October 31, 2008. Sherb & Co., LLP
      previously audited our consolidated financial statements for the fiscal years
      ended October 31, 2007 and 2006.





**Audit
      Fees**





Sherb
      & Co., LLP billed us $25,500 in fees for our 2007 annual audit and for the
      review of our quarterly financial statements for 2007 and $41,800 in fees
      for our 2006 annual audit and for the review of our quarterly financial
      statements for 2006. Our previous auditors, Baum and Company, LLC, billed
      us $10,000 in fees for the review of our quarterly financial statements
      for 2006.





**Audit-Related
      Fees**





We
      did
      not pay any fees to Sherb & Co., LLP for assurance and related services that
      are not reported under Audit Fees above in 2007 or 2006.





**Tax
      Fees**





We
      did
      not pay any fees to Sherb & Co., LLP for tax compliance, tax advice or tax
      planning in 2007 or 2006.





**All
      Other Fees**





Sherb
      & Co., LLP billed us $3,000 for work in connection with our registration
      statement on Form SB-2 in 2007, $2,000 for work in connection with the amendment
      to our current report on Form 8-K filed on 2006, and we did not pay any other
      fees to Sherb & Co., LLP in either 2007 or 2006, except as described above.
      Our former independent auditors, Baum and Company, LLC billed us $2,906 in
      fees
      for work in connection with the reissuance of its audit opinion of our 2005
      financial statements for our 2006 annual report, $2,500 for work in connection
      with our registration statements on Form S-8 in 2007, $1,525 for work in
      connection with our registration statement on Form SB-2 in 2007, $2,500 for
      work
      in connection with our registration statements on Form S-8 in 2006, and
      $3,500 for all other fees in 2006.





**Pre-Approval
      Policies and Procedures**





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


47


**SIGNATURES**




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


**BIO
                SOLUTIONS MANUFACTURING, INC.**By:
            /s/
              David S. BennettDavid
                S. Bennett
              President




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


Signatures
              
              Title
              
              Date/s/
                  David S. Bennett
              
              President
                  and Director
              
              March
                  7, 2008David
                  S. Bennett/s/
                  Patricia M. Spreitzer
              
              Secretary,
                  Treasurer and Director
              
              March
                  7, 2008Patricia
                  M. Spreitzer


48