**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, 2006**





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




For
      the
      transition period from ___________ to _____________





Commission
      File Number: **001-32044**





**BIO
      SOLUTIONS MANUFACTURING, INC.**


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





**New
                York**
            **16-1576984**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**4440
                Arville Street # 6**
              **Las
                Vegas, NV 89103**
              **________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




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


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


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


___________________


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




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





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


Yes
o
      No x





The
      issuer’s revenues for the most recent fiscal year are $143,515.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $4,249,585 as of March 9,
      2007. 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 11,945,856 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 9, 2007, 42,300,037 shares of our common stock were issued and
      outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.








**PART
      I**





**Item
      1. Description of Business**





**Overview**





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





**Company
      History**





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





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





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





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




**Our
      Business**





Our business consists of two separate divisions: (i) the Biodiesel Division,
      through which we intend to produce, develop, and sell biodiesel fuel, and (ii)
      the Cleaning Division, which offers biological solutions and environmental
      applications for waste remediation. Our products in our Cleaning Division have
      been sold through Bio Solutions Franchise Corp. (“BSFC”), a sales and marketing
      company for environmental application products and an a significant shareholder
      of the Company. As
      of the
      date hereof, we have ceased production of biological
      waste remediation products until further notice.





**The
      Biodiesel Division**





With
      our
      recent acquisition of BESI and its patent pending oil and grease extraction
      technology, we are entering the biodiesel market. We plan to produce our
      biodiesel through the collection of yellow fat and trap grease, as compared
      to
      other manufacturers that use agricultural feedstock and other energy sources
      such as soy oils and animal fats. We plan to construct or lease up to 12
      mid-size biodiesel plants that are capable of producing 1.5 million gallons
      of
      biodiesel fuel a year. We expect to open our first biodiesel plant in fiscal
      2007. We do not anticipate that we will generate revenues in our biodiesel
      division until we have established plants which are operational.





1


**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 believe that
      haulers will have incentive to deliver the brown trapped grease to us to avoid
      paying the “tipping” charges at waste disposal sites. Accordingly, we will seek
      to secure free inventory of brown trapped grease if our negotiations with hauler
      prove successful. This would allow us to offer our biodiesel at competitive
      prices as we will avoid the high cost and competition for agricultural
      feedstock





*Strategic
      Relationships*





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





In
      January 2007, we entered into a letter of intent with Environmental Energy
      Recycling Corp. (“EERC”). Subject to further due diligence and the execution of
      definitive agreements, EERC has committed to deliver at least 525,000 gallons
      of
      brown grease feedstock each year for our production of biodiesel fuel. EERC
      also
      intends 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.





***Principal
      Products and Markets—Biodiesel Division***





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





*Primary
      Product- Biodiesel Fuel*





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





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





2


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.





3


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





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





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





4


**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.





5


*Costs
      and Effects of Compliance with Environmental Laws*





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





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





**The
      Cleaning Division**





**Products
      and Services - Cleaning Division**





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





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





The
      Cleaning Division’s primary products are the following:




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





6


**Manufacturing—Cleaning
      Division**





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





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





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




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





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





We
      have
      marketed and sold our cleaning products through Bio Solutions Franchise Corp.,
      an affiliate and significant stockholder of ours. Bio Solutions Franchise Corp.
      uses franchising as its distribution approach.





7


**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 serves the “Remediation and Industrial Services” segment.
      This remediation segment in which the Cleaning Division operates is estimated
      to
      generate approximately $12 billion a year in revenue.





*The
      Bioremediation Sub-Sector*





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





*Franchising
      Distribution Method*





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





*Franchise
      and Sales Program*





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





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





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





8


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





**Competition
      - Cleaning Division**





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





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





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





**Intellectual
      Property - Cleaning Division**





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





**Employees**





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. In
      February 2007, our Cleaning Division effected a
      reduction in force series of layoffs in its Mississippi facility. We also
      received a letter of resignation from Dr. Krish Reddy, our director of research
      and development and our former president and chief executive officer.


9


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





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





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





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





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





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





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





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





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


·
            patents
                and pending patent applications;


·
            trade
                secret, copyright and trademark laws;
                and


·
            certain
                technical measures.





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





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





10


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





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





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





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





**Risks
      Related to Biodiesel Production**





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





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





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





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





11


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





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





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





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





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





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.





12


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





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





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





***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.





13


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





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




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





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





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





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





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




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





14


**Cautionary
      Statement Concerning**


**Forward-Looking
      Statements**





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





**Item
      2. Description of Property**





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





In
      March
      2007, Innovative Industries, LLC, a related party and the owner of the office
      and warehouse facilities that the Cleaning Division leases, delivered to us
      a
      demand for payment of past rent allegedly due under the lease agreement assumed
      by the Cleaning Division in March, 2004. We deny that we or the Cleaning
      Division owes any amounts to Innovative Industries, and we contend that we
      have
      overpaid the obligations under the lease by approximately $16,000. We also
      contend that Innovative Industries materially breached the lease by failing
      to
      maintain fire, windstorm, and extended insurance on the leased premises, and
      as
      a result of such breach, we suffered approximately $86,000 in damages. We have
      delivered demand to Innovative Industries for payment of approximately $102,000.
      As of this time, neither Innovative nor we have commenced any legal action
      with
      respect to this dispute.





**Item
      3. Legal Proceedings**




None.





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





None.




15


**PART
      II**





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




Our
      common stock trades on the OTC Bulletin Board under the symbol “BSLM.OB.” The
      following table shows the high and low bid or close prices for our common stock
      for each quarter since November 1, 2005 as reported by the OTC Bulletin Board.
      We consider our stock to be “thinly traded” and any reported sale prices may not
      be a true market-based valuation of the stock. Some of the bid quotations from
      the OTC Bulletin Board set forth below may reflect inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions.





November
                  1, 2005 to October 31, 2006
              
              High
                  Close
              
              Low
                  CloseFirst
                  quarter
              
              $
              0.65
              
              $
              0.33Second
                  quarter
              
              
              0.98
              
              
              0.26Third
                  quarter
              
              
              0.70
              
              
              0.23Fourth
                  quarter
              
              
              0.38
              
              
              0.17
  November
                  1, 2004 to October 31, 2005
              
              High
                  Bid
              
              Low
                  BidFirst
                  quarter
              
              $
              2.20
              
              $
              0.63Second
                  quarter
              
              
              2.40
              
              
              1.07Third
                  quarter
              
              
              1.23
              
              
              0.19Fourth
                  quarter
              
              
              0.95
              
              
              0.27


As
      of
      March 9, 2007, there were approximately 1,780 record holders of our common
      stock.





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





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





**Securities
      Authorized for Issuance Under Equity Compensation Plans.** The
      following provides information concerning compensation plans under which our
      equity securities are authorized for issuance as of October 31,
      2006: ****





**(a)**
            
            **(b)**
            
            **(c)****Plan
                Category**
            
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**Equity
                compensation plans approved by security holders
            
            —
            
            $—
            
            —Equity
                compensation plans not approved by security holders
            
            —
            
            —
            
            3,560,000
                (1)Total
            
            —
            
            $—
            
            3,560,000
                (1)





**(1)**  **2006
      Stock Incentive Plan.** The
      purpose of our 2006 Stock Incentive Plan is to advance the best interests of
      the
      company by providing those persons who have a substantial responsibility for
      our
      management and growth with additional incentive and by increasing their
      proprietary interest in the success of the company, thereby encouraging them
      to
      maintain their relationships with us. Further, the availability and offering
      of
      stock options and common stock under the plan supports and increases our ability
      to attract and retain individuals of exceptional talent upon whom, in large
      measure, the sustained progress, growth and profitability which we depend.
      The
      total number of shares available for the grant of either stock options or
      compensation stock under the plan is 6,000,000 shares, subject to adjustment,
      and as of October 31, 2006, we had issued 2,440,000 shares.





16


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





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





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





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





**Recent
      Sales of Unregistered Securities**





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





17


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





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





*Revenue
      Recognition*





Historical
      revenue has been derived primarily from the sales of our waste bioremediation
      products to our customers. All revenue is recognized when persuasive evidence
      of
      an arrangement exists, the sale is complete, the price is fixed or determinable,
      and collectibility is reasonably assured. This typically occurs when the order
      is shipped. Shipping terms are FOB shipping and title passes to the customer
      at
      the time the product is shipped.





*Concentration
      of credit risk*





The
      primary customer for our cleaning products has been Bio Solution Franchise
      Corp., a related party which resells product primarily to its
      franchisees.




18


*Stock-Based
      Compensation*





The
      computation of the expense associated with stock-based compensation requires
      the
      use of a valuation model. SFAS 123(R) is a new and very complex accounting
      standard, the application of which requires significant judgment and the use
      of
      estimates, particularly surrounding Black-Scholes assumptions such as stock
      price volatility, expected option lives, and expected option forfeiture rates,
      to value equity-based compensation. We currently use a Black-Scholes option
      pricing model to calculate the fair value of its stock options. We primarily
      use
      historical data to determine the assumptions to be used in the Black-Scholes
      model and have no reason to believe that future data is likely to differ
      materially from historical data. However, changes in the assumptions to reflect
      future stock price volatility and future stock award exercise experience could
      result in a change in the assumptions used to value awards in the future and
      may
      result in a material change to the fair value calculation of stock-based awards.
      SFAS 123(R) requires the recognition of the fair value of stock compensation
      in
      net income. Although every effort is made to ensure the accuracy of our
      estimates and assumptions, significant unanticipated changes in those estimates,
      interpretations and assumptions may result in recording stock option expense
      that may materially impact our financial statements for each respective
      reporting period. We have not issued options or warrants in the past two years
      for compensation purposes.





*Variable
      Interest Entities*





We
      have
      an exclusive ten year selling agreement with a related company; accordingly,
      FIN
      46R - Consolidation of Variable Interest Entities could be determined to be
      applicable. FIN 46R addresses the consolidation by business enterprises of
      variable interest entities, which have one or more of the following
      characteristics: (a) equity investment at risk is not sufficient to permit
      the
      entity to finance its activities without additional subordinated financial
      support provided by any parties, (b) the equity investors lack one or more
      of
      the following essential characteristics of a controlling financial interest:
      direct or indirect abilities to make decisions about the entity’s activities,
      the obligation to absorb the expected losses of the entity, or the right to
      receive the expected residual returns of the entity, (c) the equity investors
      have voting rights that are not proportionate to their economic interests and
      the activities of the entity involve or are conducted on behalf of an investor
      with a disproportionately small voting interest. Additional considerations
      to
      the variable interest consolidation are (a) the reporting enterprise, its
      related parties, or both participated significantly in the design and re-design
      of the entity and the entity is neither a joint venture nor a franchisee, (b)
      the entity is designed so that substantially all of its activities either
      involve or are conducted on behalf of the reporting enterprise and its related
      parties, (c) the reporting enterprise and its related parties provide more
      than
      half of the total equity, subordinated debt and other forms of subordinated
      financial support to the entity based on an analysis of fair values of the
      interests in the entity. Although we are unable to obtain any financial
      information on our related party, Bio-Solutions Franchise Corp., or BFSC, we
      believe that we have assumed most, if not all, of the financial risks associated
      with the selling of our product, and we further believe that the consolidation
      of BSFC will not materially change our balance sheet. We intend to continue
      to
      pursue obtaining the relevant audited financial information on BSFC to meet
      the
      requirements of FIN 46R, but we are not hopeful of being to obtain such
      information.





19


**Results
      of Continuing Operations**





*Basis
      of Presentation*





The
      results of operations set forth below for the years ended October 31, 2006
      and
      2005 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
                31,2006
            
            2005Net
                sales
            
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            84.7
            
            
            66.1Gross
                income (loss)
            
            
            15.3
            
            
            33.9Selling,
                general and administrative
            
            
            1,696.1
            
            
            520.0Operating
                income (loss)
            
            
            (1,680.8
            )%
            
            (486.2
            )%





**Comparison
      of the Years ended October 31, 2006 and 2005**





**Net
      sales.** ** Net
      sales for operations of BSP decreased to $143,515, or a decrease of 30.4%,
      for
      the year ended October 31, 2006, from $206,085 for the year ended October 31,
      2005. This decrease results from fewer product orders from our distributor,
      which in turn resulted from fewer product orders from its franchisees.





**Cost
      of Sales.** Cost of
      sales for continued operations decreased to $121,512, or 10.8%, for the year
      ended October 31, 2006, from $136,250 for the year ended October 31, 2005.
      As a
      percentage of net sales, cost of sales increased to 84.7% of net sales for
      the
      year ended October 31, 2006 versus 66.1% of sales for the year ended October
      31,
      2005. Our cost of sales as a percentage of net sales increased because we have
      certain fixed costs associated with the production of our products, such as
      labor and overhead, which were not proportionately reduced with
      sales.





**Selling,
      general, and administrative.** Selling, general, and administrative
      expenses increased to $2,434,184, or an increase of 127.1%, for the year ended
      October 31, 2006, from $1,071,734 for the year ended October 31, 2005. As a
      percentage of net sales, selling, general and administrative expenses were
      1,696.1% for the year ended October 31, 2006, as compared to 520.0% for the
      comparable period in 2005. The increase in selling, general, and administrative
      expenses primarily results from our incurring approximately $1,600,000 in stock
      compensation expense in 2006.





**Operating
      loss.** We incurred an operating loss of $2,412,181 for the year ended
      October 31, 2006, compared to an operating loss of $1,001,899 for the year
      ended
      October 31, 2005. We had higher operating losses in the fiscal year 2006 as
      compared to 2005 primarily because we incurred approximately $1,600,000 in
      stock
      compensation expense in 2006. In addition, we experienced a decrease in revenue
      due to lower demand for our products.





**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.





20


**Interest
      expense.** Interest
      expense increased to $29,549 for the twelve months ended October 31, 2006,
      from
      $22,784 for the twelve months ended October 31, 2005. Our
      interest expense increase resulted primarily from increased borrowings during
      the fiscal year.





**Provision
      for income taxes.** We have
      generated net losses in 2006 and 2005. 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,
      2006 was $1,184,435 and at October 31, 2005 it was $1,184,051. We had cash
      of
      $12,936 as of October 31, 2006, while we had cash of $982 as of October 31,
      2005. This difference results primarily from the remaining net proceeds of
      the
      private placement we completed in June 2006.




We
      used
      $593,502 of net cash from operating activities for the year ended October 31,
      2006 compared to using $886,396  in
      the
      year ended October 31, 2005. Our net loss of $2,739,803 was offset by non-cash
      expenses for common stock issued for services of $1,591,976, common stock issued
      as consideration for share restriction agreements of $145,867, depreciation
      and
      amortization of $124,091, a reserve for allowance for doubtful accounts of
      $154,000, and a loss on sale of a debt instrument of $298,073. The net loss
      was
      also offset by a decrease in prepaid expenses of $2,335 and an increase of
      $104,908 in accrued expenses. We further used cash in operating activities
      by
      increasing our accounts receivable from a related party by $85,495, our
      inventory by $3,719, other receivable from a related party by $174,904, and
      a
      decrease in accounts payable of $10,831.





Net
      cash
      flows used in investing activities was $224,150 for the year ended October
      31,
      2006, compared to $0 in the year ended October 31, 2005. The cash used in
      investing activities for the year ended October 31, 2006 was used for the
      purchase of fixed assets.





Net
      cash
      flows provided by financing activities were $829,606 for the year ended October
      31, 2006, compared to net cash provided by financing activities of $820,455
      in
      the year ended October 31, 2005. The increase in net cash provided by financing
      activities is primarily due to the private placement we completed in June 2006
      and from the proceeds from related party loans, which are net of repayments.
      These increases were offset by $131,205 in payments made on notes
      payable.





**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, 2006, 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. The notes are secured by a first
      priority security interest in all of our assets. We have has
      agreed to register the resale of the shares of common stock underlying the
      convertible notes with the Securities and Exchange Commission under the
      Securities Act of 1933 upon request of the lenders.





**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 have not filed the registration statement. 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.





21


We
      paid
      approximately $435,000 of the net proceeds of this offering either to or on
      behalf of Bio Solutions Franchise Corporation, Innovative Industries, and to
      persons or entities that we contend are affiliates of Bio Solutions Franchise
      Corporation and Innovative Industries. We have commenced an internal
      investigation into whether one or more of our employees or consultants made
      these and other expenditures of our funds without management approval or
      ratification. We are also investigating whether Bio Solutions Franchise Corp.,
      Innovative Industries, or any of their respective principals or affiliates
      were
      involved with these or other expenditures of the net proceeds of the offering.
      This investigation is ongoing.





**Capital
      Requirements**





The
      report of our independent accountants for the fiscal year ended October 31,
      2006
      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, 2006, we had a working capital deficit of $1,184,435. Due to
      insufficient orders for our products from our sole customer, Bio Solutions
      Franchise Corp., and due to insufficient payment by Bio Solutions Franchise
      Corp. for products that it has ordered, we have been unable to generate
      sufficient cash flows from operations to operate our business. In addition,
      we
      made significant related party payments out of the net proceeds of our June
      2006
      private placement, which has further reduced our working capital for
      operations.





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





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





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




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





**Off-Balance
      Sheet Arrangements**





None.


22


**Item
      7. Financial Statements**




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


PageREPORT
                    OF INDEPENDENT REGISTERED PUBLICACCOUNTING
                    FIRM
                F
                    -
                    1REPORT
                    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








**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, 2006, and the related consolidated
      statements of operations, stockholders’ deficit, and cash flows for the year
      ended October 31, 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, 2006, and the results of its operations and cash flows for the
      year
      ended October 31, 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
      21,
      2007





F-1


BAUM
        & COMPANY, P.A.
 Certified
        Public Accountants
 1515
        University Drive, Suite 226
 Coral
        Springs, Florida 33071
 
 REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
        of
        Directors and Stockholders
 Hattiesburg,
        Mississippi
 
 We
        have
        audited the accompanying statements of operations, stockholders' equity
        (deficit) and cash flows for the year ended October 31, 2005 of Bio Solutions
        Manufacturing, Inc. 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 audits.
 
 We
        conducted our audits 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 consolidated
        financial statements. An audit also includes assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the results of operations of Bio Solutions Manufacturing
        Inc.
        and their cash flows for the year ended October 31, 2005 in conformity with
        U.S.
        generally accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1, the Company is
        experiencing difficulty in generating sufficient cash flow to meet its capital
        requirements and sustain operations, which raises substantial doubt about
        its
        ability to continue as a going concern. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
 
 /s/
        BAUM
& COMPANY, P.A.
 BAUM
        & COMPANY, P.A.
 Coral
        Springs, Florida
 February
        16, 2006


F-2


**Bio
        Solutions Manufacturing Inc.**
 **Consolidated
        Balance Sheet**
 **October
                        31,****2006****Assets****Current
                        assets:**Cash
                    
                    $
                    12,936Accounts
                        receivable - Affiliated Party(net
                        of allowance of $67,000)
                    
                    
                    67,177Inventory
                    
                    
                    21,051Prepaid
                        expenses
                    
                    
                    3,000Other
                        receivables - related party(
                        net of allowance of $87,000)
                    
                    
                    87,904**Total
                        current assets**
                    
                    
                    192,068**Leasehold
                        Improvements and Equipment (net)**
                    
                    
                    458,990**Other
                        Assets**Intangible
                        assets
                    
                    
                    140,000Security
                        deposits
                    
                    
                    3,000143,000$
                    794,058**Liabilities
                        and Stockholders' (Deficit)****Current
                        liabilities:**Accounts
                        payable
                    
                    $
                    344,212Accounts
                        payable - related party
                    
                    
                    111,734Accrued
                        expenses
                    
                    
                    104,908Notes
                        payable - related party
                    
                    
                    815,649**Total
                        current liabilities**
                    
                    
                    1,376,503**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,
                        36,970,037 shares issued and outstanding
                    
                    
                    36,970Additional
                        paid-in capital
                    
                    
                    4,353,894Accumulated
                        Deficit
                    
                    
                    (4,973,309
                    )Total
                        stockholders' (deficit)
                    
                    
                    (582,445
                    )$
                    794,058
 
 The
              accompanying notes are an integral part of these financial
              statements.




F-3




**Bio
        Solutions Manufacturing Inc.**
 **Consolidated
        Statements of Operations**


**For
                      the years ended****October
                      31,****2006**
                  
                  **2005****Revenues
                      - related party**
                  
                  $
                  143,515
                  
                  $
                  206,085**Cost
                      of goods sold**
                  
                  
                  121,512
                  
                  
                  136,250**Gross
                      profit**
                  
                  
                  22,003
                  
                  
                  69,835**Expenses:**General
                      and administrative expenses
                  
                  
                  2,434,184
                  
                  
                  1,071,734Total
                      expenses
                  
                  
                  2,434,184
                  
                  
                  1,071,734**Net
                      loss from operations before other expenses and****provision
                      for income taxes**
                  
                  
                  (2,412,181
                  )
                  
                  (1,001,899
                  )**Other
                      expenses:**Loss
                      on sale of debt instrument
                  
                  
                  (298,073
                  )
                  
                  -Interest
                      expense
                  
                  
                  (29,549
                  )
                  
                  (22,784
                  )(327,622
                  )
                  
                  (22,784
                  )**Net
                      loss before provision for income taxes**
                  
                  
                  (2,739,803
                  )
                  
                  (1,024,683
                  )Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  -**Net
                      loss**
                  
                  $
                  (2,739,803
                  )
                  $
                  (1,024,683
                  )**Net
                      loss per weighted average share****-
                      basic and diluted**
                  
                  $
                  (0.107
                  )
                  $
                  (0.063
                  )**Weighted
                      average number of shares****-
                      basic and diluted**
                  
                  
                  25,707,270
                  
                  
                  16,815,089


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**
                  
                  
                  
                  **Total****Paid
                      in**
                  
                  **Accumulated**
                  
                  **Stockholders'****Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **(Deficit)**
                  
                  **(Deficit)**Balance,
                      October 31,2004
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  14,465,243
                  
                  $
                  14,465
                  
                  $
                  634,717
                  
                  $
                  (1,208,823
                  )
                  $
                  (559,641
                  )Debt
                      converted for shares
                  
                  
                  
                  
                  
                  
                  
                  
                  1,543,985
                  
                  
                  1,544
                  
                  
                  384,452
                  
                  
                  
                  
                  
                  385,996Shares
                      and warrants issued for cash
                  
                  
                  
                  
                  
                  
                  
                  
                  575,000
                  
                  
                  575
                  
                  
                  279,425
                  
                  
                  
                  
                  
                  280,000Shares
                      issued for services
                  
                  
                  
                  
                  
                  
                  
                  
                  315,000
                  
                  
                  315
                  
                  
                  86,060
                  
                  
                  
                  
                  
                  85,375Net
                      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,024,683
                  )
                  
                  (1,024,683
                  )**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**
                  **)**
 The
          accompanying notes are an integral part of these financial
          statements.
  F-5
 **Bio
              Solutions Manufacturing Inc.**
 **Consolidated
              Statements of Cash Flows**
  **For
                      the years ended****October
                      31,****2006**
                  
                  **2005****Cash
                      flows from operating activities**Net
                      loss
                  
                  $
                  (2,739,803
                  )
                  $
                  (1,024,683
                  )Shares
                      issued for services
                  
                  
                  1,591,976
                  
                  
                  77,925Shares
                      issued for share restriction agreement
                  
                  
                  145,867
                  
                  
                  -Depreciation
                      and amortization
                  
                  
                  124,091
                  
                  
                  196,357Reserve
                      for allowance for doubtful accounts
                  
                  
                  154,000
                  
                  
                  -Loss
                      on sale of debt instrument
                  
                  
                  298,073
                  
                  
                  -**Adjustments
                      to reconcile net (loss) to****net
                      cash (used) by operating activities:**changes
                      in assets and liabilities:Accounts
                      receivable - related party
                  
                  
                  (85,495
                  )
                  
                  (48,682
                  )Inventory
                  
                  
                  (3,719
                  )
                  
                  7,871Prepaid
                      expenses
                  
                  
                  2,335
                  
                  
                  (5,335
                  )Other
                      receivable -related parties
                  
                  
                  (174,904
                  )
                  
                  -Accounts
                      payable
                  
                  
                  (10,831
                  )
                  
                  (89,849
                  )Accrued
                      expenses
                  
                  
                  104,908
                  
                  
                  -**Net
                      cash (used) by operating activities**
                  
                  
                  (593,502
                  )
                  
                  (886,396
                  )**Cash
                      flows from investing activities**Purchase
                      of leasehold improvements
                  
                  
                  (224,150
                  )
                  
                  -**Net
                      cash (used) by investing activities**
                  
                  
                  (224,150
                  )
                  
                  -**Cash
                      flows from financing activities**Sale
                      of common stock, net
                  
                  
                  820,000
                  
                  
                  287,450Proceeds
                      related party loans (net of repayments)
                  
                  
                  140,811
                  
                  
                  (55,000
                  )Repayments
                      loans other
                  
                  
                  (131,205
                  )
                  
                  583,018Bank
                      overdraft
                  
                  
                  -
                  
                  
                  4,987**Net
                      cash provided by financing activities**
                  
                  
                  829,606
                  
                  
                  820,455**Net
                      increase (decrease) in cash**
                  
                  
                  11,954
                  
                  
                  (65,941
                  )Cash
                      and cash equivalents - beginning
                  
                  
                  982
                  
                  
                  66,923Cash
                      and cash equivalents- ending
                  
                  $
                  12,936
                  
                  $
                  982Supplemental
                      disclosures:Interest
                      paid
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes paid
                  
                  $
                  -
                  
                  $
                  -Non-cash
                      transactions:Shares
                      issued for services provided
                  
                  $
                  1,591,976
                  
                  $
                  77,925Shares
                      issued for share restriction agreement
                  
                  
                  145,867
                  
                  
                  -Stock
                      for debt
                  
                  
                  343,073
                  
                  
                  385,996Assets
                      and Liabilities of Bio-Extraction acquired for shares
                      issued:Cash
                  
                  $
                  4,234Inventory
                  
                  
                  600Intangibles
                  
                  
                  140,000
                  
                  
                  -Equipment
                      - net
                  
                  
                  10,833
                  
                  
                  -Accounts
                      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, 2006 and 2005**
  **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 sold throughout the United
              States through its exclusive selling agent.
 
 **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, 2006
              and 2005, the Company has incurred net losses of $2,739,803 and $1,024,683
              and
              has a stockholders’ deficit of $582,445 as of October 31, 2006. 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 has laid off its employees at its facility in Mississippi in
              February
              2007 as a result of an ongoing dispute with its exclusive selling agent.
              See
              Note 9. Once such disputes are resolved, the Company anticipates selling
              its
              biological waste remediation products again. The Company anticipates
              future
              losses from operations as a result of this matter.
 
 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.
 
 **Variable
              Interest Entity - Bio-Solutions Franchise Corp.**
 
 Based
              on
              the cost sharing arrangement for determining the selling price of the
              products
              the Company sells to its exclusive selling agent, Bio-Solutions Franchise
              Corp.
              (“BSFC”) (see Note 9) and that the Company believes that there are common
              ownership issues with the stockholders of the Company and BSFC, the
              Company
              believes that BSFC could be considered a variable interest entity.
              The
              acquisition of BESI and the related issuance of the Company’s common stock to
              these related parties further enhance common ownership matters. The
              Company has
              not been able to obtain not audited records of BSFC nor does it have
              have access
              to such financial records, hence the Company is not able to provide
              any
              financial information with regards to BSFC, pursuant to FIN 46R - Consolidation
              of Variable Interest Entities. The disclosure requirements under FIN
              46R could
              require a consolidation of such variable interest entity and/or the
              disclosure
              of the size, purpose, and activities of such variable interest entity
              and
              financial amounts at risk. Management of the Company believes the consolidation
              of BSFC will not erode the asset base of the Company, as it believes
              that BSFC
              is merely a marketing company with little financial risks, other than
              payroll.
              The Company believes the terms of the selling agreement has encumbered
              the
              Company with most of the financial burden of risks, and accordingly,
              the
              consolidation of BSFC would not change the balance sheet much, although
              the
              Company’s management is not certain.
  F-7
  **BIO
              SOLUTIONS MANUFACTURING, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
              Ended OCTOBER 31, 2006 and 2005**
 **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.
 
 **Allowance
              for Doubtful Accounts** ******
 
 The
              Company records a bad debt expense/allowance based on management’ 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, 2006 and
              October 31, 2005 was $154,000 and $0, respectively
 
 **Inventories** **
 
 Inventories
              are stated at the lower of cost or market. Cost is determined using
              the
              first-in, first-out (FIFO) method for raw materials, work-in-progress,
              and the
              specific identification method for finished goods.
 
 **Leasehold
              Improvements and Equipment**
 
 Leasehold
              improvements 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
  **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, 2006, no such impairments exist.
 
 F-8
 
 **BIO
              SOLUTIONS MANUFACTURING, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
              Ended OCTOBER 31, 2006 and 2005**
  **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 the low volume of sales, there currently are no such reserve recorded
          for
          sales returns or warranty reserves. Sales are presented net of discounts
          and
          allowances.
 
 **Shipping
          and Handling Costs** ******
 
 Shipping
          and handling costs are included in cost of sales in the accompanying
          consolidated statements of operations. Such costs for the fiscal 2006 were
          $931.
 
 **Advertising
          Expenses**  **
 
 The
          Company expenses the cost of advertising in the period in which the advertising
          takes place. The Company incurs minimal advertising expenses, primarily
          due to
          the exclusive selling agreement with BSFC. Advertising expenses for the
          year
          ended October 31, 2006 and October 31, 2005 was $302 and $125,
          respectively.
 
 **Stock-Based
          Employee Compensation**  **
 
 The
          Company accounted for stock-based compensation plans utilizing the provisions
          of
          Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock
          Issued to Employees” and the Financial Accounting Statement of Financial
          Accounting Standards No. 123 and No. 148 (SFAS 123 and SFAS 148), “Accounting
          for Stock-Based Compensation”. Under SFAS 123, the Company will continue to
          apply the provisions of APB 25 to its stock-based employee compensation
          arrangements, and is only required to supplement its financial statements
          with
          additional pro-forma disclosures. The Company did not issue any options
          or
          warrants for compensation in the last two fiscal years. All shares issued
          for
          services have been valued at market value and the related value has been
          expensed accordingly.
 
 Effective
          November 1, 2006 (the first day of our 2007 fiscal year), the Company adopted
          SFAS 123R. Under the application, the Company is required to record compensation
          expense for all awards granted after the date of adoption and for the unvested
          portion of previously granted awards that remain outstanding at the date
          of
          adoption. Per the provisions of SFAS 123R, the Company has adopted the
          policy to
          recognize compensation expense on a straight-line attribution
          method.
 
 SFAS
          123R
          eliminates the alternative to use the intrinsic value methods of accounting
          that
          was provided in SFAS 123, which generally resulted in no compensation expense
          recorded in the financial statements related to the issuance of stock options.
          SFAS 123R requires that the cost resulting from all share-based payment
          transactions be recognized in the financial statements. SFAS 123R establishes
          fair value as the measurement objective in accounting for share-based payment
          transactions with employees.
 
 **Concentration
          of Credit Risk**
 
 The
          Company does not believe that it is subject to any unusual or significant
          risks
          in the normal course of business, aside from the exclusive selling arrangement
          noted elsewhere. The Company does at times have cash in excess of the federal
          insurable limits. The Company has only one customer for its BSP products,
          which
          is Bio Solution Franchise Corp., a related party which resells product
          primarily
          to its franchisees. There is a selling restriction on selling such products
          to
          any other customers due to a ten year agreement, as further discussed in
          Note 9.
 
 F-9
 
 **BIO
          SOLUTIONS MANUFACTURING, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
          Ended OCTOBER 31, 2006 and 2005**




**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 3,225,000 warrants outstanding have not been
      included in the EPS calculation as the inclusion of such warrants 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. The reserves on
      the
      Company’s related party receivables could change in the near
      future.





**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 sheet as of October 31, 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.





**Recent
      Accounting Pronouncements**





FASB
      154
      - Accounting Changes and Error Corrections





In
      May
      2005, the FASB issued FASB Statement No. 154, which replaces APB Opinion No.20
      and FASB No. 3. This Statement provides guidance on the reporting of accounting
      changes and error corrections. It established, unless impracticable
      retrospective application as the required method for reporting a change in
      accounting principle in the absence of explicit transition requirements to
      a
      newly adopted accounting principle. The Statement also provides guidance when
      the retrospective application for reporting of a change in accounting principle
      is impracticable. The reporting of a correction of an error by restating
      previously issued financial statements is also addressed by this Statement.
      This
      Statement is effective for financial statements for fiscal years beginning
      after
      December 15, 2005. Earlier application is permitted for accounting changes
      and
      corrections of errors made in fiscal years beginning after the date the
      Statement is issued. Management believes this Statement will have no impact
      on
      the financial statements of the Company once adopted.





FASB
      155
      - Accounting for Certain Hybrid Financial Instruments





In
      February 2006, the FASB issued FASB Statement No. 155, which is an amendment
      of
      FASB Statements No. 133 and 140. This Statement (a) permits fair value
      re-measurement for any hybrid financial instrument that contains an embedded
      derivative that otherwise would require bifurcation, (b) clarifies which
      interest-only strip and principal-only strip are not subject to the requirements
      of Statement 133, (c) establishes a requirement to evaluate interests in
      securitized financial assets to identify interests that are freestanding
      derivatives or that are hybrid financial instruments that contain an embedded
      derivative requiring bifurcation, (d) clarifies that concentrations of credit
      risk in the form of subordination are not embedded derivatives, (e) amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. This
      Statement is effective for financial statements for fiscal years beginning
      after
      September 15, 2006. Earlier adoption of this Statement is permitted as of the
      beginning of an entity’s fiscal year, provided the entity has not yet issued any
      financial statements for that fiscal year. Management believes this Statement
      will have no impact on the financial statements of the Company once
      adopted.




F-10


**BIO
        SOLUTIONS MANUFACTURING, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Years
        Ended OCTOBER 31, 2006 and 2005**


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.





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.





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 - 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. (an affiliated entity and the Company’s 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 are the largest stockholders of the Company. In addition, Bio
      Solutions Franchise Corp. is the sole customer of the Company’s BSP
      products.





F-11





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**




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 & 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.











**NOTE
      3 - INVENTORIES**





Inventories
      at October 31, 2006 consists of the following;





Finished
                goods
            
            $
            6,928Raw
                materials
            
            
            14,123$
            21,051








**NOTE
      4 - LEASEHOLD IMPROVEMENTS AND EQUIPMENT**





At
      October 31, 2006, property and equipment consisted of the
      following:





Description
              
              AmountOffice
                  furniture and equipment
              
              $
              26,500Machinery
                  and equipment
              
              
              449,573Leasehold
                  improvements
              
              
              342,213818,286Less:
                  accumulated depreciation
              
              
              (359,296
              )Property
                  and equipment, net
              
              $
              458,990


Depreciation
      expense charged to operations totaled $82,424 and $71,357 in 2006 and 2005,
      respectively.





F-12





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**






NOTE
      5 -
      LOANS PAYABLE





Loans
      Payable - Related Parties




Convertible
                    demand loan bearing interest at 7.5%. The principal andaccrued
                    interest on the convertible loan is convertible, at the
                    holder’soption,
                    into shares of the Company’ common stock at a conversion rate
                    of$0.25
                    per share. Since October 31, 2006, this note has been amended
                    andrestated.
                    See Note 12.
                
                $
                537,954Convertible
                    demand loan bearing interest at 5.0%.The
                    principal andaccrued
                    interest on the convertible loan is convertible, at the
                    holder’soption,
                    into shares of the Company’ common stock at a conversion rate
                    of$0.25
                    per share. This loan may be repaid via shipment of product to
                    theholder.
                    Since October 31, 2006, this note has been amended and
                    restated.See
                    Note 12.
                
                $
                264,695Demand
                    loan bearing interest at 0.0%.
                
                $
                13,000Total
                
                $
                815,649


**NOTE
      6 - INTANGIBLE ASSETS**





The
      Company, as a result of the acquisition of manufacturing assets of Bio-Solutions
      International, Inc., had a step in value of its capitalized product formulas.
      Upon inception of the Company, a value of $50,000 was assigned to these assets
      as a result of a purchase from the outside party exclusively producing the
      product. Over the years, various costs for research and developments have been
      expensed to operations. Additionally, many new reformulations of the product
      have occurred and new products have been developed. As a result of the
      reorganization in March 2004, based on the consideration a value of $250,000
      was
      assigned to the product formulation. It has been ascertained, that the stated
      value of $250,000 for the product formulation will be amortized over two years.
      The amortization expense for the year ending October 31, 2006 and 2005 was
      $41,667 and $125,000 for each year, respectively. The recorded value of this
      intangible at October 31, 2006 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 has not been commenced as such technologies and
      provisional patent applications have yet to be placed in service. Once such
      intangibles are placed in service, the Company expects to amortize such costs
      over 17 years, or $8,235 per year.





**NOTE
      7 - EQUITY TRANSACTIONS**





**Preferred
      Stock**





As
      of
      October 31, 2006, 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.





F-13





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**






**Common
        Stock**





As
      of
      October 31, 2006, the Company had authorized 100,000,000 shares of common stock,
      of which 36,970,037 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 2005, the following equity transactions occurred:**





The
      Company had $385,996 in debts converted into 1,543,985 shares of common stock
      during the year at a share price of $0.25, which was at the then market price
      of
      the trading stock of the Company.





The
      Company raised $280,000 in cash for the issuance of 575,000 shares of common
      stock during the year at share prices ranging from $0.25 to $0.50 per share
      and
      175,000 two year warrants at exercise prices ranging from $.75 to $1.50 per
      share.





The
      Company issued 315,000 shares of common stock during the year for services
      valued at $85,375, at share prices ranging from $0.21 to $0.65 per share, which
      was at the then market price of the trading stock of the Company.





**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 $.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.





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.





F-14





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**




**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, 2006 and 2005 is
      as
      follows:





Weighted
                AverageStock
                Options
            Exercise
                PriceOutstanding
            Exercisable
            Outstanding
            ExercisableBalance
                - October 31, 2004
            450,000
            450,000
            $1.50
            $1.50Granted
                Fiscal Year 2005
            175,000
            175,000
            0.86
            0.86Exercised
                Fiscal Year 2005
            -
            
            -Canceled
                Fiscal Year 2005
            -
            
            -Balance
                - October 31, 2005
            625,000
            625,000
            1.32
            1.32Granted
                Fiscal Year 2006
            2,750,000
            2,750,000
            .80
            .80Exercised
                Fiscal Year 2006
            -
            
            -Expired
                Fiscal Year 2006
            (150,000)
            (150,000)
            (.75)
            (.75)Balance
                - October 31, 2006
            3,225,000
            3,225,000
            $
                0.86
            $
                0.86











Information,
      at date of issuance, regarding warrants for the year ended October 31,
      2006:





Shares
            
            Weighted
              Average
              Exercise
                Price
            
            Weighted
              Average
              Fair
              Value**Year
                ended October 31, 2006:**Exercise
                price exceeds market price
            
            
            -
            
            
            -
            
            
            -Exercise
                price equals market price
            
            
            2,750,000
            
            $
            $0.80
            
            $
            0.24Exercise
                price is less than market price
            
            
            -
            
            
            -
            
            
            -





The
      following table summarizes information about warrants outstanding and
      exercisable at October 31, 2006:





Number
              Outstanding
            
            Weighted-
              Average
              Remaining
              Life
                in
              Years
            
            Weighted
              Average
              Exercise
              Price
            
            Number
              ExercisableRange
                of exercise prices:$0.80
            
            
            2,750,000
            
            
            2.67
            
            $
            0.80
            
            
            2,750,000$1.50
            
            
            475,000
            
            
            .25
            
            $
            1.50
            
            
            475,000








**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.





F-15





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**






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, 2006, 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, 2006, 2,440,000 shares have been issued under the 2006 Plan and
      no
      options have been granted.





**NOTE
      8 - INCOME TAXES**





The
      provisions for income taxes for the year ended October 31, 2006 consisted of
      the
      following:





Provision
                  benefit for income taxes
              
              $
              932,000at
                  statutory federal rate,Valuation
                  Allowance
              
              
              (932,000
              )Net
                  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, 2006Federal
                  income taxes at statutory rate
              
              
              34
              %State
                  tax rate, net of federal income tax
              
              
              3Valuation
                  Allowance
              
              
              (37
              )Effective
                  income tax rate
              
              
              0
              %


Due
      to
      net operating losses and the uncertainty of realization, no tax benefit has
      been
      recognized for operating losses. The Company’s ability to utilize its net
      operating loss carry forwards is uncertain and thus a valuation reserve 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, 2006, the Company has unused net operating losses of approximately
      $3,000,000 (which will begin expiring in 2019 through 2026) 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
      9 - RELATED PARTY TRANSACTIONS**





The
      Company has extensive amounts of related party transactions, some of which
      are
      currently being disputed by current management.





F-16





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**




The
        Company has entered into an exclusive ten year selling arrangement with a
        current stockholder that, along with its affiliates, owns a large portion
        of the
        Company’s stock. On March 12, 2004, the Company entered into an exclusive ten
        year arrangement with Bio Solutions Franchise Corp., which can be extended
        year
        to year thereafter, for the sale of the Company’s products. In addition to the
        requirement that the Company exclusively sell its products through Bio Solutions
        Franchise Corp., the Company 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.


Primarily
      as a result of the above selling arrangement and other transactions, the Company
      has recorded approximately $300,000 of related party accounts receivables and
      related party other receivables, which a $154,000 allowance for doubtful
      accounts has been recorded. A reserve has been recorded primarily due to the
      strained relationship with these related parties and collectibility is not
      assured, although is being pursued.





The
      Company has entered into a lease arrangement, detailed further under Note 9,
      with a limited liability company that is part of a group that collectively
      are
      the largest stockholders of the Company. There are current disputes as to the
      monies owed and paid under such lease, including capital repairs that the
      Company made on behalf of the landlord.





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. (an affiliated entity and the Company’s 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 are the largest stockholders of the Company. In addition, Bio
      Solutions Franchise Corp. is the sole customer of the Company’s BSP
      products.





During
      2006 and 2005, there were 1,434,377 and 165,000 shares of common stock issued,
      respectively, to related parties, management and employees of the Company for
      services rendered. The expense for such shares issued was recorded using the
      then fair market value of the shares issued.





Certain
      majority lenders to the Company who have advanced funds to the Company and
      subsequently formalized all of such advances with executed notes (see Note
      12)
      also may own shares in the Company and have received fees in cash and shares
      for
      other services rendered during the year. One such lender has rendered consulting
      services to the Company during 2005 and 2006. As of October 31, 2006, there
      was
      $111,734 due to this individual.





**NOTE
      10 - LEASE COMMITMENTS**





Effective
      March 1, 2004, BSP assumed the net, net, lease for office and warehouse
      facilities in Hattiesburg, Mississippi for BSP for a term expiring in May 2007.
      Rent expense for the year ending October 31, 2006 and October 31, 2006 was
      $36,000. Future minimum annual rentals are $12,000 in 2007. The leased
      facilities are owned by a limited liability company that is a related party.
      A
      dispute has arisen with the landlord regarding the amounts owed under the lease.
      See Note 11.





**NOTE
      11 - SEGMENT REPORTING**





During
      2006, the Company has 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. During 2005, there was only one reportable segment, hence
      no
      2005 amounts are being presented.





F-17








**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**




Financial
        Data for 2006:




BioDiesel
                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
      12 - SUBSEQUENT EVENTS**





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. An expense of $127,662 will be 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. The Company 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.





In
      February 2007, BSP effected a
      reduction in force series of layoffs in its Mississippi facility. It also
      received a letter of resignation from its director of research and development.
      As of the date hereof, it has ceased production of biological
      waste remediation products until further notice.





In
      March
      2007, Innovative Industries, LLC, a related party and the owner of the office
      and warehouse facilities that BSP leases, delivered to the Company a demand
      for
      payment of past rent allegedly due under the lease agreement assumed by BSP
      in
      March, 2004. The Company denies that it or BSP owes any amounts to Innovative
      Industries and contends that it has overpaid its obligations under the lease
      by
      approximately $16,000. The Company also contends that Innovative Industries
      materially breached the lease by failing to maintain fire, windstorm, and
      extended insurance on the leased premises, and as a result of such breach,
      the
      Company suffered approximately $86,000 in damages. The Company has delivered
      demand to Innovative Industries for payment of approximately $102,000. As of
      this time, neither Innovative nor the Company has commenced any legal action
      with respect to this dispute.





F-18





**BIO
      SOLUTIONS MANUFACTURING, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**Years
      Ended OCTOBER 31, 2006 and 2005**




The
        Company has commenced an internal investigation into whether one or more
        employees or consultants of the Company made expenditures of Company funds
        without management approval or ratification. The Company is also investigating
        whether the Company’s sole customer, Bio Solutions Franchise Corp., the
        Company’s landlord, Innovative Industries, or any of their respective principals
        or affiliates were involved with these expenditures. This investigation is
        ongoing.


F-19




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





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





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





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





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





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




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





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





23


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




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





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





We
      did
      not design and maintain effective entity-level controls as defined in the *Internal
      Control—Integrated Framework published by the Committee of Sponsoring
      Organizations of the Treadway Commission* (“COSO”).
      These deficiencies related to each of the five components of internal control
      as
      defined by COSO (control environment, risk assessment, control activities,
      information and communication, and monitoring). Specifically:





*Control
      Environment.* We
      did
      not design or maintain an effective control environment that fully emphasized
      the establishment of adherence to effective internal controls over financial
      reporting throughout our organization. We did not maintain the appropriate
      tone
      throughout the organization and did not give special consideration to the risk
      of related party override of internal controls, unauthorized cash expenditures,
      lack of control over accounting department personnel.





*Risk
      Assessment* .
      We did
      not conduct a risk assessment to consider the risk of unauthorized cash
      expenditures, lack of control over accounting department personnel, or other
      internal or external factors such as conflicts of interest in our accounting
      department that could affect our organization.





*Control
      Activities* .
      We did
      not maintain controls to deter the unauthorized expenditure of our assets.
      We
      believe that our controls to prevent and detect related party override of
      control activities were not adequate to prevent such activities from occurring.
      Additionally, we did not maintain the appropriate security controls or access
      limitation controls to our accounting system or our cash accounts.





*Information
      and communication* .
      We did
      not adequately communicate to all employees and consultants of the organization
      information regarding the importance of internal controls over financial
      reporting and the employees’ and consultants’ duties and
      responsibilities.





*Monitoring* .
      We did
      not maintain appropriate monitoring controls such as procedures to ensure
      periodic evaluations of internal controls to obtain evidence that controls
      were
      operating effectively. We did not maintain effective controls to ensure there
      was adequate monitoring and oversight of the work performed by the accounting
      and financial reporting personnel to ensure the accuracy and completeness of
      the
      consolidated financial statements.





24


*Cash
      Management Process and Safeguarding of Assets* .
      We did
      not maintain adequate controls over our cash accounts. Bank reconciliations
      were
      not accurately prepared or reviewed on a timely basis. Inadequate segregation
      of
      duties existed. We believe that related party overrides may have resulted in
      the
      unauthorized initiation, approval, and execution of our checks.





These
      conditions constitute deficiencies in both the design and operation of
      entity-level controls. As a result of these material weaknesses, the following
      occurred:





Our
      accounting books and records have historically been maintained at our facility
      in Hattiesburg, Mississippi by employees and consultants who have historically
      constituted our accounting department. We believe that these individuals also
      work for Bio Solutions Franchise Corp. and certain of its affiliates. Bio
      Solutions Franchise Corp. is the distributor of our cleaning products, a
      significant stockholder of ours, and a related party. Certain individuals in
      the
      accounting department refused instructions from our management to refrain from
      making cash expenditures without management approval. Certain individuals also
      refused instructions to deliver our accounting books and records to our
      management for a significant period of time after the close of our fiscal year.
      We believe that these individuals also work for Bio Solutions Franchise Corp.
      and certain of its affiliates, and the we are currently investigating whether
      Bio Solutions Franchise Corp. or any of its principals or affiliates were
      involved with these refusals. As a result of our apparent lack of control over
      our accounting personnel, we have ceased using the accounting personnel in
      connection with the preparation of our financial statements, and accordingly,
      we
      have been significantly understaffed in our accounting department.





In
      addition, as a result of these material weaknesses, we paid approximately
      $435,000 of the net proceeds of our June 2006 private offering either to or
      on
      behalf of Bio Solutions Franchise Corp., Innovative Industries, and to persons
      or entities that we contend are affiliates of Bio Solutions Franchise Corp.
      and
      Innovative Industries. We have commenced an internal investigation into whether
      one or more of our employees or consultants made these and other expenditures
      of
      our funds without management approval or ratification. We are also investigating
      whether Bio Solutions Franchise Corp., Innovative Industries, or any of their
      respective principals or affiliates were involved with these or other
      expenditures of the net proceeds of the offering. This investigation is
      ongoing.





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





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





25


As
      a
      result of these deficiencies, our original Annual Report on Form 10-KSB did
      not
      contain all material information which is required to be disclosed, and in
      particular, our financial statements for the fiscal year ended October 31,
      2006.





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





Our
      Chief
      Executive Officer and Chief Financial Officer have also evaluated whether any
      change in our internal controls occurred during the fourth fiscal quarter and
      have concluded that there were changes in our internal controls or in other
      factors that occurred during the fourth fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, these
      controls.





**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 October 31, 2006, 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. The notes are secured by a first
      priority security interest in all of our assets. We have has
      agreed to register the resale of the shares of common stock underlying the
      convertible notes with the Securities and Exchange Commission under the
      Securities Act of 1933 upon request of the lenders. The Company relied on the
      exemptions from
      registration provided by Section 3(a)(9) and Section 4(2) of the Securities
      Act
      of 1933, as amended, for the issuance of the notes under the loan
      agreement.





**Notice
      of errata**





In
      2006,
      we issued various press releases which refer to the BESI fat, oil, and grease
      extraction technology as “patented.” While there is a patent application pending
      with the U.S. Patent and Trademark Office, no patent has been issued with
      respect to this technology.





We
      also
      issued various press releases referring to us or our subsidiaries as having
      a
      network of franchises. Bio Solutions Franchise Corp., the distributor of
      cleaning products and a 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.





**Internal
      Investigations**





On
      June
      19, 2006, we sold 2,500,000 units (consisting of 1 share of common stock and
      a
      warrant to buy 1 share of our common stock with an exercise price of $0.80)
      to a
      single non-U.S. investor for an aggregate purchase price of $1,000,000. 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.





26


We
      paid
      approximately $435,000 of the net proceeds of this offering either to or on
      behalf of Bio Solutions Franchise Corporation, Innovative Industries, and to
      persons or entities that we contend are affiliates of Bio Solutions Franchise
      Corporation and Innovative Industries. We have commenced an internal
      investigation into whether one or more of our employees or consultants made
      these and other expenditures of our funds without management approval or
      ratification. We are also investigating whether Bio Solutions Franchise Corp.,
      Innovative Industries, or any of their respective principals or affiliates
      were
      involved with these or other expenditures of the net proceeds of the offering.
      This investigation is ongoing.





Our
      accounting books and records have historically been maintained at our facility
      in Hattiesburg, Mississippi by employees and consultants who have historically
      constituted our accounting department. We believe that these individuals also
      work for Bio Solutions Franchise Corp. and certain of its affiliates. Bio
      Solutions Franchise Corp. is the distributor of our cleaning products, a
      significant stockholder of ours, and a related party. Certain individuals in
      the
      accounting department refused instructions from our management to refrain from
      making cash expenditures without management approval. Certain individuals also
      refused instructions to deliver our accounting books and records to our
      management for a significant period of time after the close of our fiscal year.
      We believe that these individuals also work for Bio Solutions Franchise Corp.
      and certain of its affiliates, and the we are currently investigating whether
      Bio Solutions Franchise Corp. or any of its principals or affiliates were
      involved with these refusals.







27


**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; 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.





**Information
      about our Board and its Committees.**





***Resignation
      of Robert Knorr as Director*** .
      On
      September 28, 2006, Robert J. Knorr resigned as a director. In his resignation,
      Mr. Knorr advised the board of directors that he had been told that our bank
      account was overdrawn by $9,000,000 and was concerned that there could be
      criminal liability associated with such an overdraw. Mr. Knorr also stated
      that
      he had not received any information regarding the company and had not received
      minutes of prior board meetings. Finally, Mr. Knorr stated that he had been
      promised 250,000 shares of the company’s common stock for his director
      services.





We
      have investigated the rumor that our bank account was overdrawn by
      $9,000,000 and has determined that the rumor was completely false. The board
      of
      directors also believes that it advised Mr. Knorr on all material matters on
      a
      periodic basis, and that all minutes of board meetings and committee meetings
      were available to Mr. Knorr upon request. In addition, we have investigated
      whether we owe Mr. Knorr any additional shares for his services as a
      director and have concluded that we do not.





Since
      his
      original resignation, Mr. Knorr has advised us that our resignation was also
      due
      to a lack of proper information that he believes should have been given to
      him
      before board meetings, such as an agenda and background on items to be
      discussed, a lack of distribution of the official minutes of the meetings to
      him
      on a timely basis, and the lack of giving him an opportunity to preview of
      public statements prior to their release. Mr. Knorr also stated that he was
      concerned that some of the public statements made by us were less than factual
      and that he might be held responsible for them.  Mr. Knorr also contended
      that we refused him access to press releases and treated him as if his position
      on the board of directors did not mean anything. He further contended that
      we
      paid for a major shareholder’s personal attorney’s fees. Finally, he reiterated
      that he believed he was due additional shares of common stock, and that he
      believed that the remaining board members issued themselves common stock without
      his presence or approval. We have investigated Mr. Knorr’s further allegations
      and have determined that they are without merit or otherwise
      immaterial.





28


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





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





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





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





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





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





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





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





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





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





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





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





·
            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).





29


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





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





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





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





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





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





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





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





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





**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,
      2006, 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 # 6, Las
      Vegas, NV 89103.





30


**Item
      10. Executive Compensation**





The
      following table sets forth the cash compensation paid to the Chief Executive
      Officer and to all other executive officers for services rendered during the
      fiscal years ended October 31, 2006, 2005, and 2004.





**Annual
                Compensation**
            
            **Long-Term
                Compensation****Common
                Shares**
            
            **All****Restricted**
            
            **Underlying**
            
            **Other****Other
                Annual**
            
            **Stock**
            
            **Options
                Granted**
            
            **Compen****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Awards
                ($)**
            
            **(#
                Shares)**
            
            **-sation**David
                S. Bennett
            
            2006
            
            $
                0
            
            $16,500
                (1)
            
            -0-
            
            -0-
            
            -0-
            
            $8,250
                (2)*Chairman,
                President and*
            
            2005
            
            $
                0
            
            $
                38,000 (3)
            
            -0-
            
            -0-
            
            -0-
            
            $19,000
                (4)*Chief
                Executive Officer*
            
            2004
            
            $
                0
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-Patricia
                M. Spreitzer
            
            2006
            
            $
                0
            
            $16,500
                (1)
            
            -0-
            
            -0-
            
            -0-
            
            $8,250
                (2)*Vice
                President,*
            
            2005
            
            $
                0
            
            $
                38,000 (3)
            
            -0-
            
            -0-
            
            -0-
            
            $19,000
                (2)*Secretary
                and Treasurer*
            
            2004
            
            $
                0
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-





(1)
            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.


(2)
            Each
                director received a stock award of 50,000 shares of common stock
                for
                services rendered as a 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.


(3)
            Each
                officer received a stock award of 100,000 shares of common stock
                for
                services rendered as an officer in 2005. On the date of the grant
                of the
                stock award, the market value of our common stock was $0.38 per
                share.


(4)
            Each
                director received a stock award of 50,000 shares of common stock
                for
                services rendered as a director in 2005. On the date of the grant
                of the
                stock award, the market value of our common stock was $0.38 per
                share.





**Option
      Grants and Exercises**





There
      were no option grants or exercises by any of the executive officers named in
      the
      Summary Compensation Table above during the fiscal year ended 2006.





**Employment
      Agreements**





Each
      of
      our executive officers currently works for us without written employment
      agreements.





**Compensation
      of Directors**





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. Each director received a stock award of 50,000 shares of
      common stock (valued at $19,000) for their services in 2005. All directors
      are
      entitled to reimbursement for reasonable out-of-pocket expenses in attending
      board of directors meetings and for promoting our business.




31


**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 March 9, 2007 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**David
                S. Bennett
            
            
            272,000
                (1
            )
            
            
            *Patricia
                M. Spreitzer
            
            
            300,000
                (1
            )
            
            
            *Bio
                Solutions Franchise Corp.
            
            
            8,873,856
                (2)(3
            )
            
            20.98
            %Innovative
                Industries, LLC
            
            
            8,873,856
                (2)(3
            )
            
            20.98
            %Louis
                Elwell III
            
            
            8,873,856
                (2)(4
            )
            
            20.98
            %N.
                Wayne Wade
            
            
            8,873,856
                (2)(5
            )
            
            20.98
            %Loewen
                Global Futures Fund, Ltd.
            
            
            5,000,000
                (6)(7
            )
            
            11.16
            %All
                directors and officers as a group
            
            
            572,000
            
            
            1.35
            %





*Less
      than 1%.





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




(2)
            Bio
                Solutions Franchise Corp. beneficially owns 7,832,333 shares. Innovative
                Industries beneficially owns 994,476 shares. Louis Elwell III, the
                Chief
                Executive Officer of Bio Solutions Franchise Corp. and a member of
                Innovative Industries, LLC, beneficially owns 29,369 shares. N. Wayne
                Wade, the President of Bio Solutions Franchise Corp. and a member
                of
                Innovative Industries, LLC, beneficially owns 17,678 shares. We believe
                that Mr. Elwell and Mr. Wade have voting and investment control over
                the
                shares held by Bio Solutions Franchise Corp. and Innovative Industries,
                LLC. We believe that Bio Solutions Franchise Corp., Innovative Industries,
                LLC, Mr. Elwell, and Mr. Wade constitute a “group” which beneficially owns
                these shares.




(3)
            The
                address is 1161 James Street, Hattiesburg, MS
                39401.




(4)
            Mr.
                Elwell’s address is 109 Sarah Court, Lakewood, NJ
                08701.




(5)
            Mr.
                Wade’s address is 248 Jenkins Road, Mosolee, MS
                39459.




(6)
            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.




(7)
            The
                address is Seefeldstrasse 35, CH-8034, Zurich,
                Switzerland.




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.





32


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





We
      have
      entered into a marketing/manufacturing agreement with Bio Solutions Franchise
      Corp., a significant stockholder. Under this agreement, we agreed to supply
      our
      products to Bio Solutions Franchise Corp. exclusively. Bio Solutions Franchise
      Corp. has no minimum purchase requirements under this agreement. We are 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 is 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.





We
      lease
      the facility for our Cleaning Division from Innovative Industries, LLC, which
      is
      controlled by the executive officers of Bio Solutions Franchise Corp. The lease
      will expire on April 30, 2007 with an annual rental of $36,000. The leased
      premises are approximately 12,000 square feet of usable space. We use the space
      to manufacture and distribute our cleaning products.





In
      March
      2007, Innovative Industries, LLC, a related party and the owner of the office
      and warehouse facilities that the Cleaning Division leases, delivered to us
      a
      demand for payment of past rent allegedly due under the lease agreement assumed
      by the Cleaning Division in March, 2004. We deny that we or the Cleaning
      Division owes any amounts to Innovative Industries, and we contend that we
      have
      overpaid the obligations under the lease by approximately $16,000. We also
      contend that Innovative Industries materially breached the lease by failing
      to
      maintain fire, windstorm, and extended insurance on the leased premises, and
      as
      a result of such breach, we suffered approximately $86,000 in damages. We have
      delivered demand to Innovative Industries for payment of approximately $102,000.
      As of this time, neither Innovative nor we have commenced any legal action
      with
      respect to this dispute.





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, we have loan money to and borrowed money
      from Bio Solutions Franchise Corp., Innovative Industries, LLC, and various
      affiliates of theirs.





On
      June
      19, 2006, we sold 2,500,000 units (consisting of 1 share of common stock and
      a
      warrant to buy 1 share of our common stock with an exercise price of $0.80)
      to a
      single non-U.S. investor for an aggregate purchase price of $1,000,000. 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.





We
      paid
      approximately $435,000 of the net proceeds of this offering either to or on
      behalf of Bio Solutions Franchise Corporation, Innovative Industries, and to
      persons or entities that we contend are affiliates of Bio Solutions Franchise
      Corporation and Innovative Industries. We have commenced an internal
      investigation into whether one or more of our employees or consultants made
      these and other expenditures of our funds without management approval or
      ratification. We are also investigating whether Bio Solutions Franchise Corp.,
      Innovative Industries, or any of their respective principals or affiliates
      were
      involved with these or other expenditures of the net proceeds of the offering.
      This investigation is ongoing.





Our
      accounting books and records have historically been maintained at our facility
      in Hattiesburg, Mississippi by employees and consultants who have historically
      constituted our accounting department. We believe that these individuals also
      work for Bio Solutions Franchise Corp. and certain of its affiliates. Bio
      Solutions Franchise Corp. is the distributor of our cleaning products, a
      significant stockholder of ours, and a related party. Certain individuals in
      the
      accounting department refused instructions from our management to refrain from
      making cash expenditures without management approval. Certain individuals also
      refused instructions to deliver our accounting books and records to our
      management for a significant period of time after the close of our fiscal year.
      We believe that these individuals also work for Bio Solutions Franchise Corp.
      and certain of its affiliates, and the we are currently investigating whether
      Bio Solutions Franchise Corp. or any of its principals or affiliates were
      involved with these refusals.





33


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, and Bio Solutions of Nevada are substantial creditors of ours, as is
      Sterling Sound, LLC, a former affiliate of ours in which Ms. Hunter and her
      spouse are minority owners. Under
      the
      operating agreement, an unrelated third party is the managing member, with
      full
      control over the affairs of Sterling Sound. Ms. Hunter’s spouse previously
      provided business, sales, investor relations, and public relations consulting
      services to us. In addition, he received a finder’s fee under our June private
      placement. He 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.  The
      action is currently pending.  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, her spouse, Bio Solutions of Nevada, and Sterling Sound, in order to
      fund our operations. As of October 31, 2006, 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. The notes are secured by a first priority security interest in
      all
      of our assets. We have has
      agreed to register the resale of the shares of common stock underlying the
      convertible notes with the Securities and Exchange Commission under the
      Securities Act of 1933 upon request of the lenders.





Under
      its
      note, Bio Solutions of Nevada has the right to demand repayment of the amount
      owed to it in the form of the Company’s products. Under the note, the amount due
      will be reduced by the purchase price of the product order, which shall be
      the
      same price as product is sold to other franchisees, which amount we shall pay
      to
      Bio Solutions Franchise Corp., either as a credit or as product. The price
      that
      we charge to Bio Solutions Franchise Corp. for the product shall be the same
      transfer price for the products paid by Bio Solutions Franchise Corp. for
      products sold to other franchisees, and this amount shall be applied as an
      offset to the amount owed by Bio Solutions Manufacturing to Bio Solutions
      Franchise Corp. for product sold under the note.





Two individuals who are beneficial owners of our common stock have previously
      provided informal consulting services to us. N. Wayne Wade has previously
      provided management consulting services in connection with the daily operation
      of our Cleaning Division. Louis H. Elwell III has previously provided
      administrative services to us.




34


**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, filed
                  herewith.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, filed herewith.4.4
              Form
                  of Registration Rights Agreement by and among Bio Solutions Manufacturing,
                  Inc., and various lenders, filed herewith.10.1
              Manufacturing/Marketing
                  Agreement between Bio Solutions Manufacturing, Inc. and Bio Solutions
                  Franchise Corp., filed herewith.10.2
              Lease
                  Agreement with Option between Bio Solutions International, Inc.
                  and
                  Innovative Industries, LLC, filed herewith.10.3
              Loan
                  Agreement by and among Bio Solutions Manufacturing, Inc. and various
                  lenders, filed herewith.10.4
              Security
                  Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions
                  Production, Inc., Bio-Extraction Services, Inc., and various lenders,
                  filed herewith.10.5
              Intellectual
                  Property Security Agreement by and among Bio Solutions Manufacturing,
                  Inc., Bio Solutions Production, Inc., Bio-Extraction Services,
                  Inc., and
                  various lenders, filed herewith.
  35
 10.6
              Stock
                  Pledge Agreement by and among Bio Solutions Manufacturing, Inc.
                  and
                  various lenders, filed herewith.10.7
              Guaranty
                  by Bio Solutions Production, Inc. and Bio-Extraction Services,
                  Inc. in
                  favor of various lenders, filed herewith.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 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, filed herewith.10.11
              Stock
                  Award Agreement by and between Bio Solutions Manufacturing, Inc.
                  and
                  Patricia M. Spreitzer, filed herewith.16.1
              Letter
                  on change in certifying accountant, incorporated by reference to
                  Shumate’s
                  Current Report on Form 8-K filed on August 10, 2006.21.1
              Subsidiaries
                  of Bio Solutions Manufacturing, Inc., filed herewith.23.1
              Consent
                  of Independent Public Accountants, Sherb & Co., LLP, filed
                  herewith.23.2
              Consent
                  of Independent Public Accountants, Baum and Company, LLC, 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.





36




**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, 2007. Sherb & Co., LLP
      previously audited our consolidated financial statements for the fiscal year
      ended October 31, 2006, and Baum
      and
      Company, LLC previously
      audited our consolidated financial statements for the fiscal year ended October
      31, 2005.





**Audit
      Fees**





Sherb
      & Co., LLP billed us $20,000 in fees for our 2006 annual audit and $7,300 in
      fees for the review of our quarterly financial statements for 2006.
      Our previous auditors, Baum and Company, LLC, billed us $21,500 in fees for
      our
      2005 annual audit and
      the
      review of our quarterly financial statements in 2005, and $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 or Baum & Company, LLC for
      assurance and related services that are not reported under Audit Fees above
      in
      2006 or 2005.





**Tax
      Fees**





We
      did
      not pay any fees to Sherb & Co., LLP or Baum and Company, LLC for tax
      compliance, tax advice or tax planning in 2006 or 2005.





**All
      Other Fees**





Sherb
      & Co., LLP billed us $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 2006, except as described above, or in 2005. Our former
      independent auditors, Baum and Company, LLC billed us $2,500 for work in
      connection with our registration statements on Form S-8 in 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.





37


**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
                  22, 2007David
                  S. Bennett/s/
                  Patricia M. Spreitzer
              
              Secretary,
                  Treasurer and Director
              
              March
                  22, 2007Patricia
                  M. Spreitzer


38