UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





AMENDED
FORM 10-Q





Quarterly
Report Under Section 13 or 15 (d) of


Securities
Exchange Act of 1934





For
Period ended March 31, 2008 - Restated





Commission
File Number: 333-141927




MIPSOLUTIONS,
INC.


(Exact
Name of Issuer as Specified in Its Charter)




Nevada
                
                4941
                
                20-4047619State
      of Incorporation
                
                Primary
      Standard Industrial
                
                I.R.S.
      EmployerClassification
      Code Number
                
                Identification
      No.




2130
East Bidwell Street


Folsom,
CA 95630


509-209-3235


(Address and Telephone
Number of Issuer's Principal Executive Offices)





Laughlin
Associates, Inc.


2533
N. Carson Street


Carson
City, NV 89706


Telephone
(775) 883-8484  ext 202


(Name,
Address, and Telephone Number of Agent for Service)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo  ̈




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


YES  ̈NO x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x




APPLICABLE
ONLY TO CORPORATE ISSUERS


Indicate
the number of shares outstanding of each of the issuer's classes of common stock
at the latest practicable date. As of May 1, 2008, the registrant had 6,619,800
shares of common stock, $0.001 par value, issued and outstanding.





SEC
      1296 (02-08)
            Potential
      persons who are to respond to the collection of information contained in
      this form are not required to respond unless the form displays a currently
      valid OMB control number.









TABLE OF
CONTENTS





PAGEPART
      I - FINANCIAL INFORMATION
              3Item
      1. Financial Statements - Unaudited
              3Balance
      Sheets
              3Statements
      of Operations
              4Statements
      of Cash Flows
              5Notes
      to Financial Statements
              6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              15Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risk
              17Item
      4. Controls and Procedures
              17PART
      II - OTHER INFORMATION
              17Item
      1. Legal Proceedings
              17Item
      1A. Risk Factors
              17Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              17Item
      3. Defaults Upon Senior Securities
              17Item
      4. Submission of Matters to a Vote of Security Holders
              18Item
      5. Other Information
              18Item
      6. Exhibit and Reports on Form 8-K
              19




2





PART I -
FINANCIAL INFORMATION




MIP SOLUTIONS, INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
 
 March
      31,
                      
                      
                      December
      31,2008
                      
                      
                      2007(unaudited)(restated)ASSETSCURRENT
      ASSETSCash
                      
                      $
                      12,534
                      
                      
                      $
                      14,816Prepaid
      expenses
                      
                      
                      -
                      
                      
                      
                      2,795Total
      Current Assets
                      
                      
                      12,534
                      
                      
                      
                      17,611PROPERTY
      AND EQUIPMENT, NET OF DEPRECIATION
                      
                      
                      10,631
                      
                      
                      
                      11,321OTHER
      ASSETSLicense
                      
                      
                      135,550
                      
                      
                      
                      125,550Patent
                      
                      
                      16,905
                      
                      
                      
                      16,905Accumulated
      amortization
                      
                      
                      (14,286
                      )
                      
                      
                      (10,724
                      )Total
      Other Assets
                      
                      
                      138,169
                      
                      
                      
                      131,731TOTAL
      ASSETS
                      
                      $
                      161,334
                      
                      
                      $
                      160,663LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                      
                      $
                      77,633
                      
                      
                      $
                      86,650Accrued
      expense
                      
                      
                      47,000
                      
                      
                      
                      -Accrued
      interest
                      
                      
                      13,349
                      
                      
                      
                      10,162Accrued
      payroll
                      
                      
                      129,100
                      
                      
                      
                      105,000Note
      payable
                      
                      
                      102,355
                      
                      
                      
                      66,589Note
      payable - related party
                      
                      
                      16,905
                      
                      
                      
                      16,905License
      fee payable
                      
                      
                      90,000
                      
                      
                      
                      80,000Total
      Current Liabilities
                      
                      
                      476,342
                      
                      
                      
                      365,306COMMITMENTS
      AND CONTINGENCIES
                      
                      
                      -
                      
                      
                      
                      -STOCKHOLDERS'
      DEFICITCommon
      stock, $0.001 par value; 50,000,000 sharesauthorized,
      6,617,800 and 5,887,800 shares issuedand
      outstanding, respectively
                      
                      
                      6,618
                      
                      
                      
                      5,888Additional
      paid-in capital
                      
                      
                      1,187,410
                      
                      
                      
                      753,640Subscription
      receivable
                      
                      
                      -
                      
                      
                      
                      -Deficit
      accumulated during the development stage
                      
                      
                      (1,509,036
                      )
                      
                      
                      (964,171
                      )Total
      Stockholders' Deficit
                      
                      
                      (315,008
                      )
                      
                      
                      (204,643
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      
                      $
                      161,334
                      
                      
                      $
                      160,663
 
 The
accompanying notes are an integral part of these financial
statements.
  3
  MIP SOLUTIONS, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 
 Three
      Months Ended
                                      
                                      
                                      From
      December 19,March
      31
                                      
                                      
                                      March
      31
                                      
                                      
                                      2005
      (Inception) to2008
                                      
                                      
                                      2007
                                      
                                      
                                      March
      31, 2008(unaudited)
                                      
                                      
                                      (unaudited)
                                      
                                      
                                      (unaudited)(restated)
                                      
                                      
                                      
                                      
                                      
                                      (restated)REVENUES
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -OPERATING
      EXPENSESConsulting
                                      
                                      
                                      429,660
                                      
                                      
                                      
                                      13,676
                                      
                                      
                                      
                                      630,005Depreciation
      and amortization
                                      
                                      
                                      4,252
                                      
                                      
                                      
                                      412
                                      
                                      
                                      
                                      17,523General
      and administrative
                                      
                                      
                                      23,200
                                      
                                      
                                      
                                      5,630
                                      
                                      
                                      
                                      90,967Professional
      fees
                                      
                                      
                                      27,474
                                      
                                      
                                      
                                      21,486
                                      
                                      
                                      
                                      252,039Research
      and development
                                      
                                      
                                      2,536
                                      
                                      
                                      
                                      3,791
                                      
                                      
                                      
                                      157,447Officers
      and directors fees
                                      
                                      
                                      45,000
                                      
                                      
                                      
                                      120,000
                                      
                                      
                                      
                                      300,000Option
      fee
                                      
                                      
                                      2,500
                                      
                                      
                                      
                                      2,500
                                      
                                      
                                      
                                      5,000Travel
      and meals
                                      
                                      
                                      561
                                      
                                      
                                      
                                      3,769
                                      
                                      
                                      
                                      27,337TOTAL
      OPERATING EXPENSES
                                      
                                      
                                      535,183
                                      
                                      
                                      
                                      171,264
                                      
                                      
                                      
                                      1,480,318LOSS
      FROM OPERATIONS
                                      
                                      
                                      (535,183
                                      )
                                      
                                      
                                      (171,264
                                      )
                                      
                                      
                                      (1,480,318
                                      )OTHER
      INCOME (EXPENSE)Interest
      expense
                                      
                                      
                                      (9,682
                                      )
                                      
                                      
                                      (470
                                      )
                                      
                                      
                                      (21,830
                                      )Loss
      on disposition of assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (6,888
                                      )TOTAL
      OTHER INCOME
                                      
                                      
                                      (9,682
                                      )
                                      
                                      
                                      (470
                                      )
                                      
                                      
                                      (28,718
                                      )LOSS
      BEFORE TAXES
                                      
                                      
                                      (544,865
                                      )
                                      
                                      
                                      (171,734
                                      )
                                      
                                      
                                      (1,509,036
                                      )INCOME
      TAX EXPENSE
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -NET LOSS
                                      
                                      $
                                      (544,865
                                      )
                                      
                                      $
                                      (171,734
                                      )
                                      
                                      $
                                      (1,509,036
                                      )NET
      LOSS PER COMMON SHARE,BASIC AND DILUTED
                                      
                                      $
                                      (0.09
                                      )
                                      
                                      $
                                      (0.03
                                      )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      STOCK SHARESOUTSTANDING,
      BASIC AND DILUTED
                                      
                                      
                                      6,281,133
                                      
                                      
                                      
                                      5,776,467
 
 The
accompanying notes are an integral part of these financial
statements.
  4
 
 MIP SOLUTIONS, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 
 Three
      Months
                      
                      
                      Three
      MonthsEnded
                      
                      
                      Ended
                      
                      
                      From
      December 19,March
      31
                      
                      
                      March
      31
                      
                      
                      2005
      (Inception) to2008
                      
                      
                      2007
                      
                      
                      'March
      31, 2008(unaudited)
                      
                      
                      (unaudited)
                      
                      
                      (unaudited)(restated)
                      
                      
                      
                      
                      
                      (restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (544,865
                      )
                      
                      $
                      (171,734
                      )
                      
                      $
                      (1,509,036
                      )Adjustments
      to reconcile net loss to net cashprovided
      (used) by operating activities:Depreciation
      and amortization
                      
                      
                      4,252
                      
                      
                      
                      412
                      
                      
                      
                      17,523Loss
      on disposition of assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,888Stock
      issued for services
                      
                      
                      407,000
                      
                      
                      
                      75,000
                      
                      
                      
                      582,000Stock
      issued for payables
                      
                      
                      
                      
                      
                      
                      2,500
                      
                      
                      
                      2,500Decrease
      (increase) in:Refund
      receivable
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      -Receivable
      from officer
                      
                      
                      
                      
                      
                      
                      (27,000
                      )
                      
                      
                      -Prepaid
      expenses
                      
                      
                      2,795
                      
                      
                      
                      5,000
                      
                      
                      
                      -Increase
      (decrease) in:
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Accounts
      payable
                      
                      
                      25,983
                      
                      
                      
                      (429
                      )
                      
                      
                      77,632Accrued
      expense
                      
                      
                      12,000
                      
                      
                      
                      -
                      
                      
                      
                      47,000Accrued
      interest
                      
                      
                      3,187
                      
                      
                      
                      341
                      
                      
                      
                      12,878Accrued
      payroll
                      
                      
                      24,100
                      
                      
                      
                      
                      
                      
                      
                      129,100Related
      party payable
                      
                      
                      -
                      
                      
                      
                      5,500
                      
                      
                      
                      16,905Net
      cash provided (used) by operating activities
                      
                      
                      (65,548
                      )
                      
                      
                      (110,410
                      )
                      
                      
                      (616,610
                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
                      
                      
                      
                      
                      
                      
                      (4,879
                      )
                      
                      
                      (20,755
                      )Purchase
      of license
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (45,000
                      )Purchase
      of patents
                      
                      
                      
                      
                      
                      
                      (1,250
                      )
                      
                      
                      (15,783
                      )Net
      cash used by financing activities
                      
                      
                      -
                      
                      
                      
                      (6,129
                      )
                      
                      
                      (81,538
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Common
      stock and warrants for cash
                      
                      
                      27,500
                      
                      
                      
                      122,650
                      
                      
                      
                      605,510Collection
      of subscriptions receivable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,346Proceeds
      from note payable
                      
                      
                      36,000
                      
                      
                      
                      -
                      
                      
                      
                      112,560Repayment
      of note payable
                      
                      
                      (234
                      )
                      
                      
                      -
                      
                      
                      
                      (9,734
                      )Net
      cash provided by financing activities
                      
                      
                      63,266
                      
                      
                      
                      122,650
                      
                      
                      
                      710,682Net
      increase in cash and cash equivalents
                      
                      
                      (2,282
                      )
                      
                      
                      6,111
                      
                      
                      
                      12,534Cash,
      beginning of period
                      
                      
                      14,816
                      
                      
                      
                      12,160
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      12,534
                      
                      
                      $
                      18,271
                      
                      
                      $
                      12,534-SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -NON-CASH
      TRANSACTIONS:Common
      stock issued for license
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      550Common
      stock issued for patent
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      1,122
 
 The
accompanying notes are an integral part of these financial
statements.
  5
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
1 – BASIS OF PRESENTATION
 
 MIP
Solutions, Inc, was incorporated on December 19, 2005 in the State of Nevada,
and has been in the development stage since its formation.
 
 The
principal business of the Company is the development of Molecularly Imprinted
Polymers (“MIPs”) for various commercial applications relating to the removal of
targeted molecules from water.  The Company has various patents and a
license agreement with The Johns Hopkins University Applied Physics Laboratory
(JHU/APL) and is currently developing applications for the removal of arsenic
from drinking water and for the extraction of precious metals from various
mining operations.
 
 The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements.  These unaudited
interim financial statements should be read in conjunction with the Company’s
audited financial statements for the year ended December 31, 2006.  In the
opinion of management, the unaudited interim financial statements furnished
herein includes all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period presented.
 Operating results for the three month period ended March 31, 2008 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008.
 
 The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist as
of the date the financial statements are published, and the reported amounts of
revenues and expenses during the reporting period.  Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Company’s financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Company’s financial position and
results of operations.
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
 
 This
summary of significant accounting policies of MIP Solutions, Inc. is presented
to assist in understanding the Company’s financial statements.  The
financial statements and notes are representations of the Company’s management,
which is responsible for their integrity and objectivity.  These
accounting policies conform to accounting principles generally accepted in the
United States of America, and have been consistently applied in the preparation
of the financial statements.
 
 Accounting
Method
 The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
  6
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 Cash and Cash
Equivalents
 For
purposes of the statement of cash flows, the Company considers all highly liquid
investments and short-term debt instruments with original maturities of three
months or less to be cash equivalents.
 
 Earnings Per
Share
 The
Company has adopted Statement of Financial Accounting Standards No. 128, which
provides for calculation of "basic" and "diluted" earnings per
share.  Basic earnings per share includes no dilution and is computed
by dividing net income (loss) available to common shareholders by the weighted
average common shares outstanding for the period.  Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per
share.  There were 1,045,300 warrants outstanding at March 31, 2008,
they were not included in the calculation of earnings per share because they
would have been considered anti-dilutive.
 
 Fair Value of Financial
Instruments
 The
Company's financial instruments as defined by Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
include cash, receivables, accounts payable and accrued expenses.  All
instruments are accounted for on a historical cost basis, which, due to the
short maturity of these financial instruments, approximates fair value at March
31, 2008.
 
 SFAS No.
157, “Fair Value Measurements(“SFAS 157), define fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value
measurements.  SFAS 157 establishes a three-tier fair value hierarchy
which prioritizes the inputs used in measuring fair value as
follows:
 Level 1.  Observable inputs
such as quoted prices in active markets;
 Level 2.
Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
 Level
3.  Unobservable inputs in which there is little of no market data,
which require the reporting entity to develop its own assumptions.
 
 The
Company does not have any assets or liabilities measured at fair value on a
recurring basis at March 31, 2008.  The Company did not have any fair
value adjustments for assets and liabilities measured at fair value on a
nonrecurring basis during the three months ended March 31, 2008.
 
 Income
Taxes
 Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes.”  Under this approach, deferred income taxes are recorded to
reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year-end.  A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the “more likely than
not” standard imposed by SFAS No. 109 to allow recognition of such an
asset.
  7
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 At March
31, 2008 the Company had deferred tax assets calculated at an expected rate of
34% of approximately $513,000 principally arising from net operating loss
carryforwards for income tax purposes.  As management of the Company
cannot determine that it is more likely than not that the Company will realize
the benefit of the deferred tax asset, a valuation allowance equal to the
deferred tax asset has been established at March 31, 2008.  The
significant components of the deferred tax asset at March 31, 2008 and December
31, 2007 were as follows:
 
 March
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007Net
      operating loss carryforward
                    
                    $
                    1,509,000
                    
                    
                    $
                    955,000Deferred
      tax asset
                    
                    $
                    513,000
                    
                    
                    $
                    324,800Deferred
      tax asset valuation allowance
                    
                    
                    (513,000
                    )
                    
                    
                    (324,800
                    )Net
      deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -
 
 At March
31, 2008, the Company has net operating loss carryforwards of approximately
$1,509,000, which expire in the years 2026-2028.  The change in the
allowance account from December 31, 2007 to March 31, 2008 was
$188,200.
 
 Use of
Estimates
 The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses.  Such estimates primarily relate to unsettled
transactions and events as of the date of the financial
statements.  Accordingly, upon settlement, actual results may differ
from estimated amounts.
 
 Going
Concern
 As shown
in the accompanying financial statements, the Company had negative working
capital and an accumulated deficit of $1,509,036 as of March 31, 2008. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  However, the Company is currently developing
technology that, if successful, will mitigate these factors. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the company cannot continue in
existence.
 
 Management
has established plans to develop products which will provide revenue through
sales or revenue sharing arrangements that will allow the Company to decrease
debt and reverse the present deficit. Furthermore, management plans include
negotiations to convert significant portions of existing debt into
equity.
 
 An
estimated $1 million is believed necessary to continue operations and increase
development through the next fiscal year.  Management intends to seek
additional capital from new equity securities offerings that will provide funds
needed to increase liquidity, fund internal growth and fully implement its
business plan.
  8
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 Accounting for Stock Options
and Warrants Granted to Employees and Non-employees
 In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, “Accounting for Stock Based
Compensations.” (SFAS 123R) This statement supersedes APB Opinion No. 25,
“Accounting for Stock Issued to Employees,” and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity’s equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in
Statement of Financial Accounting Standards No. 123(R). This statement does not
address the accounting for employee share ownership plans, which are subject to
AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock
Ownership Plans.” The Company has adopted SFAS No. 123(R) which measures
compensation costs based on the estimated fair value of the award and recognizes
cost over the service period.
 
 Accounting
Pronouncements
  In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 161, “Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This
statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. This Statement is intended to enhance the current disclosure
framework in Statement 133. The Statement requires that objectives for
using derivative instruments be disclosed in terms of underlying risk and
accounting designation. This disclosure better conveys the purpose of derivative
use in terms of the risks that the entity is intending to manage. Disclosing the
fair values of derivative instruments and their gains and losses in a tabular
format should provide a more complete picture of the location in an entity’s
financial statements of both the derivative positions existing at period end and
the effect of using derivatives during the reporting period. Disclosing
information about credit-risk-related contingent features should provide
information on the potential effect on an entity’s liquidity from using
derivatives. Finally, this Statement requires cross-referencing within the
footnotes, which should help users of financial statements locate important
information about derivative instruments.
  NOTE
3 - PROPERTY AND EQUIPMENT
 
 Property
and equipment are stated at cost.  Depreciation is provided using the
straight-line method over the estimated useful lives of the
assets.  The useful lives of property, plant and equipment for
purposes of computing depreciation are five to forty years. The following is a
summary of property, equipment, and accumulated depreciation:
  9
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 March 31,
                      2008
                    
                    
                    December 31,
                      2007Office
      equipment
                    
                    $
                    2,269
                    
                    
                    $
                    2,269Lab
      Equipment
                    
                    
                    11,598
                    
                    
                    
                    11,598Total
      assets
                    
                    
                    13,867
                    
                    
                    
                    13,867Less
      accumulated depreciation
                    
                    
                    (3,236
                    )
                    
                    
                    (2,546
                    )$
                    10,631
                    
                    
                    $
                    11,321
 
 Depreciation
and amortization expense for the period ended March 31, 2007 and December 31,
2007 was $690 and $2,342, respectively.  The Company evaluates
the recoverability of property and equipment when events and circumstances
indicate that such assets might be impaired.  The Company determines
impairment by comparing the undiscounted future cash flows estimated to be
generated by these assets to their respective carrying
amounts.  Maintenance and repairs are expensed as
incurred.  Replacements and betterments are
capitalized.  The cost and related reserves of assets sold or retired
are removed from the accounts, and any resulting gain or loss is reflected in
results of operations.
 
 NOTE
4 – LICENSE AGREEMENT
 
 During
the year ended December 31, 2006 the Company signed an exclusive license
agreement with Johns Hopkins University/Applied Physics Laboratory to
commercially develop, manufacture, use and distribute products and process
embodying JHU/APL Intellectual Property with in the filed of drinking water
safety, wastewater treatment, and water based mining operations using
filtration, treatment, reclamation, and extraction processes throughout the
world.
 
 The cost
of the License was $95,000 in cash and $30,550 in common stock and warrants if
paid by January 31, 2008, $40,550 in common stock and warrants if paid by March
31, 2008 and $50,550 in common stock and warrants if paid by May 31,
2008.  See Note 8.  The amount is being amortized over a
period of 10 years. At March 31, 2008, accumulated amortization was
$15,098.
 
 NOTE
5 – COMMON STOCK AND WARRANTS
 
 Common
Stock
 The
Company is authorized to issue 50,000,000 shares of common stock.  All
shares have equal voting rights, are non-assessable and have one vote per
share.  Voting rights are not cumulative and, therefore, the holders
of more than 50% of the common stock could, if they choose to do so, elect all
of the directors of the Company.
 
 In its
initial capitalization in December 2005, the Company issued 4,590,000 shares of
common stock for a total of $1,122 in patents and $3,468 in subscription
receivables. These subscriptions were paid during the year ended December 31,
2006.
 
 During
the year ended December 31, 2006 the Company issued 360,000 additional common
stock shares to the founders at par.
  10
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 On
January 23, 2006, the Company issued 550,000 shares of its common stock to The
Johns Hopkins University as partial payment for a license fee at
par.
 
 During
the year ended December 31, 2006, the Company issued 200,000 shares of common
stock for legal services valued at $100,000.
 
 During
the year ended December 31, 2006, the Company cancelled 1,122,500 of the initial
founders shares issued in 2005.  These shares were not related to the
common shares issued for patents.
 
 Also
during the year ended December 31, 2006, the Company issued 880,000 “units” to
investors at a price of $0.50 per unit in a private placement.  Each
unit consists of one share of common stock and one common share purchase
warrant. The warrants, which entitle the holder to purchase, at a price of
$0.50, one common share for a period of three years.
 
 During
the year ended December 31, 2007, the Company issued 245,300 “units” to
investors at a price of $0.50 per unit in a private placement.  Each
unit consists of one share of common stock and one common share purchase
warrant. The warrants, which entitle the holder to purchase, at a price of
$0.50, one common share for a period of three years.
 
 Also
during the year ended December 31, 2007, the Company issued 150,000 shares for
services valued at $75,000, 5,000 shares for payables valued at $2,500, and
30,000 shares for the exercise of 30,000 warrants.
 
 During
the period ended March 31, 2008, the Company issued 675,000 shares of common
stock for services valued at $407,000 and 55,000 shares of common stock for the
exercise of 55,000 warrants and cash of $27,500.
 
 NOTE
6 – COMMITMENTS
 
 Under the
terms of the license agreement with The Johns Hopkins University, the Company
will be held responsible to pay JHU/APL fees and/or royalties when they achieve
certain milestones, related to annual net sales and total funds raised from
external investors.
 
 During
the quarter ended March 31, 2008, the Company signed a consulting agreement with
Eric Moe with terms of $3,000 per month beginning July 15, 2008 and 250,000
shares of the Company’s common stock, 125,000 of which was issued during the
current quarter and the other 125,000 due September
2008.  Additionally, the Company signed a consulting agreement with
Global Media Partners, the terms being 300,000 shares of the Company’s common
stock, which was issued during the current quarter, and $25,000 in cash to be
paid.  $10,000 was paid in April 2008, and $15,000 to be invoiced and
paid with in thirty days of receipt.
  11
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE 7 - NOTES
PAYABLE
  The
Company issued a promissory note, for a total of $20,000 on October 25,
2006.  The note bears interest at the rate of 1% per month. As of
March 31, 2008, related interest of $3,663 has been accrued and expensed,
respectively.
 
 The
Company issued a promissory note, for a total of $8,076 on March 9,
2007.  The note bears interest at the rate of 8% per
year.  As of March 31, 2008, related interest of $551 has been
expensed.
 
 The
Company issued a promissory note, for a total of $40,000 on December 14,
2007.  The note is due 90 days from the date of the note, with
interest of $6,000.  On March 7, 2008, the Company negotiated a new
note for the outstanding principal and interest balance, which is due 60 days
from the date of the note, with interest of $4,000.  This note was
converted into 100,000 “units” as of May 6, 2008. See Note 8.
 
 The
Company issued a promissory note, for a total of $20,000 on January 11,
2008.  The note is due 90 days from the date of the note, with
interest of $3,000.  This note was converted into 46,000 “units” as of
May 1, 2008. See Note 8.
 
 The
Company issued a promissory note, for a total of $10,000 on January 24,
2008.  The note is due 120 days from the date of the note, with
interest of $1,000.
 
 NOTE
8 – RELATED PARTY TRANSACTIONS
 
 During
the year ended December 31, 2006, an officer and director of the Company
advanced $100 to open up a bank account on behalf of the Company. As of December
31, 2006, the Company has not yet reimbursed the officer for this cash
advance.  The funds advanced are unsecured, non-interest bearing, and
due on demand.
 
 During
the year ended December 31, 2007, the Company advanced to one of its officers a
total of $27,000.  Because the transactions occurred while the Company
was still private, it was not subject to the Sarbanes-Oxley Act of 2002, and
therefore, was not prohibited. The officer repaid $12,000 of the loaned amount
and the remaining receivable was fully satisfied through payroll
deductions.
 
 The
Company issued a promissory note to one of its officers, for a total of $5,000
on July 11, 2007.  The note bears interest at a rate of 1% per month
for twelve months, 11⁄2% for the next six months and then increases by 1⁄2 % ever
six months thereafter.  The note is payable on demand six months from
issuance.  As of March 31, 2008, related interest of $458 has been
accrued and expensed, respectively.
 
 The
Company issued a promissory note to one of its directors, for a total of $10,000
on August 24, 2007. An additional $1,000 was added to this note on October 18,
2007. The note bears interest at a rate of 1% per month for twelve months, 11⁄2%
for the next six months and then increases by 1⁄2 % ever six months
thereafter.  The note is payable on demand six months from
issuance.  As of March 31, 200, related interest of $757 has been
accrued and expensed, respectively.
  12
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
9 - SUBSEQUENT EVENTS
 
 The Board
of Directors approved a subscription offering for a private placement of
securities at a meeting on April 15, 2008 and filed a FORM D with the SEC
effective April 28, 2008.
 
 The
Company accepted the conversion of $23,000 in principal and interest due on
promissory notes into units of the subscription offering approved by the board
on May 1, 2008. See Note 6.
 
 The
Company accepted the conversion of $50,000 in principal and interest due on
promissory notes into units of the subscription offering approved by the board
on May 6, 2008.
  Subsequent
to March 31, 2008, 29,000 “units” were issued in exchange for $14,500 in
services. Additionally, 40,000 “units” were issued for $20,000 in
cash.
 
 NOTE
10 - CORRECTION OF AN ERROR
  The
accompanying financial statements for December 31, 2007, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset, and the associated amortization.  The Company failed to
recognize both the license fee payable, the license fee asset and the
amortization.  The effect of the restatement was to increase license
fee payable by $80,000 and to increase license fee by $80,000, increase net loss
by $8,487 and increase the accumulated deficit by $8,487.
 
 The
accompanying financial statements dated March 31, 2008, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset. The Company failed to recognize the license fee payable, the license fee
asset and the amortization.  The effect of the correction was to
increase license fee payable by $10,000 and to increase license fee by $10,000
and increase net loss by $3,139 and increase the accumulated deficit by
$3,139.
 
 The
effect of the Company’s previously issued 2007 financial statements is
summarized as follows:
 
 As Previously
                          Reported
                        
                        
                        Increase (Decrease)
                        
                        
                        As RestatedBalance SheetOther
      assets
                        
                        
                        60,218
                        
                        
                        
                        71,513
                        
                        
                        
                        131,731Total
      assets
                        
                        
                        89,150
                        
                        
                        
                        71,513
                        
                        
                        
                        160,663Current
      liabilities
                        
                        
                        285,306
                        
                        
                        
                        80,000
                        
                        
                        
                        365,306Stockholders
      deficit
                        
                        
                        (196,156
                        )
                        
                        
                        (118,852
                        )
                        
                        
                        (315,008
                        )Total
      liabilities &  Stockholders deficit
                        
                        
                        89,150
                        
                        
                        
                        71,513
                        
                        
                        
                        160,663Results of OperationsDepreciation
      & Amortization Expense
                        
                        
                        4,215
                        
                        
                        
                        8,487
                        
                        
                        
                        12,702Net
      Loss
                        
                        
                        (387,985
                        )
                        
                        
                        (8,487
                        )
                        
                        
                        (396,472
                        )Net
      Loss Per Share
                        
                        
                        (0.07
                        )
                        
                        
                        -
                        
                        
                        
                        (0.07
                        )
 
 13
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO INTERIM FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 The
effect of the Company’s previously issued March 31, 2008 financial statements is
summarized as follows:
 
 As Previously
                            Reported
                          
                          
                          Increase
                            (Decrease)
                          
                          
                          As RestatedBalance SheetOther
      assets
                          
                          
                          59,795
                          
                          
                          
                          78,374
                          
                          
                          
                          138,169Total
      assets
                          
                          
                          82,960
                          
                          
                          
                          78,374
                          
                          
                          
                          161,334Current
      liabilities
                          
                          
                          386,343
                          
                          
                          
                          89,999
                          
                          
                          
                          476,342Stockholders
      deficit
                          
                          
                          (303,382
                          )
                          
                          
                          (11,626
                          )
                          
                          
                          (315,008
                          )Total
      liabilities &  Stockholders deficit
                          
                          
                          82,960
                          
                          
                          
                          78,374
                          
                          
                          
                          161,334Results of OperationsDepreciation
      & Amortization Expense
                          
                          
                          1,113
                          
                          
                          
                          3,139
                          
                          
                          
                          4,252Net
      Loss
                          
                          
                          (541,726
                          )
                          
                          
                          (3,139
                          )
                          
                          
                          (544,865
                          )Net
      Loss Per Share
                          
                          
                          (0.09
                          )
                          
                          
                          -
                          
                          
                          
                          (0.09
                          )
  14




THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
SUCH AS THE DEPENDENCE OF THE COMPANY ON AND THE ADEQUACY OF CASH FLOWS. THESE
FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS MADE ELSEWHERE IN THIS REPORT
ARE MADE IN RELIANCE ON THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.





Item
2.   Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Cautionary
Note Regarding Forward-Looking Information





This
quarterly report on Form 10-Q includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175
promulgated thereunder, and Section 21E of the Securities Exchange Act of
1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent
risks and uncertainties.  Any statements about our expectations, beliefs,
plans, objectives, strategies or future events or performance constitute
forward-looking statements.  These statements are often, but not always,
made through the use of words or phrases such as "anticipate," "estimate,"
"plan," "project," "continuing," "ongoing," "expect," "believe," "intend" and
similar words or phrases.  Accordingly, these statements involve estimates,
assumptions and uncertainties that could cause actual results to differ
materially from those expressed or implied in them.  All forward-looking
statements are qualified in their entirety by reference to the risk factors
discussed in our Annual Report on Form 10-K for the year ended December 31,
2007.  Among the key factors that could cause actual results to differ
materially from the forward-looking statements are the following:





§
            dependence on commercialization
      of our Molecularly Imprinted Polymer (MIP)
    technology;





§
            our ability to continue as a
      “going concern”;





§
            our need and ability to raise
      sufficient additional
capital;





§
            ineffective internal operational
      and financial control
systems;





§
            our ability to hire and retain
      specialized and key
personnel;





§
            Ineffective financial controls
      which caused a correction of an
error;





§
            dependence on our ability to
      purchase Float Concentrate at a discount of its gold value in the
      marketplace;





§
            our limited operating history and
      continued losses;





§
            restrictions contained in our
      outstanding convertible
notes;





§
            rapid technological
      change;





§
            uncertainty of intellectual
      property protection;





§
            potential infringement on the
      intellectual property rights of
others;





§
            factors affecting our common
      stock as a “penny stock;”





§
            extreme price fluctuations in our
      common stock;





§
            price decreases due to future
      sales of our common stock;





15





§
            general economic and market
      conditions;





§
            future shareholder dilution;
      and





§
            absence of
      dividends.





Because
the risk factors referred to above could cause actual results or outcomes to
differ materially from those expressed or implied in any forward-looking
statements made by us or on our behalf, you should not place undue reliance on
any forward-looking statements.  Further, any forward-looking statement
speaks only as of the date on which it is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of future
events or developments.  New factors emerge from time to time, and it is
not possible for us to predict which factors will arise.  In addition, we
cannot assess the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. The following
discussion of our financial condition and results of operations should be read
together with our audited financial
statements and accompanying notes that are included elsewhere in
this report.





Executive
Overview





We
continue to need additional capital to fund the development of our Molecularly
Imprinted Polymer (“MIP”) technology as well as cover our general and
administrative expenses.





In the
period from December 31, 2007 through the period ending March 31, 2008 our
current liabilities increased $111,036 to $476,342 from $365,306, our
accumulated deficit increased $544,865 from $964,171 to $1,509,036 and, our
stockholders deficit increased $110,365 from $204,643 to 315,008. The increase
in current liabilities was primarily due to an increase of $47,000 in accrued
expenses, an increase of $24,100 in accrued payroll and an increase of $36,327
in Notes payable. Other key factors that increased the accumulated deficit and
stockholder’s deficit was the issuance of 425,000 shares of common stock related
to the hiring of two consultants. This issuance of stock also increased
operating expenses in the three months ended March 31, 2008 to $535,183 compared
to $171,246 for the three months ended March 31, 2007.





We
approved a private placement of securities pursuant to Rule 506 of Regulation D
at a meeting of the Board of
Directors on April 15, 2008. Should the Company be unable to raise sufficient
capital through the private placement of its securities then it is unlikely that
it will be able to continue as a going concern unless it is able to borrow
capital form shareholders or financial institutions which is
unlikely.





Correction
of an Error in the previously filed 10-Q for the period ending March 31,
2008.





The previously
issued financial statements for December 31, 2007, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset, and the associated amortization.  The Company failed to
recognize both the license fee payable, the license fee asset and the
amortization.  The effect of the restatement was to increase license
fee payable by $80,000 and to increase license fee by $80,000, increase net loss
by $8,487 and increase the accumulated deficit by $8,487.





The
accompanying financial statements dated March 31, 2008, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset. The Company failed to recognize the license fee payable, the license fee
asset and the amortization.  The effect of the correction was to
increase license fee payable by $10,000 and to increase license fee by $10,000
and increase net loss by $3,139 and increase the accumulated deficit by
$3,139.




16




Item
3.  Quantitative and Qualitative Disclosures about Market
Risk


Market
risk represents the risk of loss that may impact our financial position due to
adverse changes in financial market prices and rates.  We do not hold or
issue financial instruments for trading purposes or have any derivative
financial instruments. Our principal exposure to market risk is that the price
of our stock can either enhance or deter our ability to raise equity capital
through the private placement of our securities.





Item
4. Controls and Procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q, an
evaluation was carried out by the Company’s management, with the participation
of the Company’s Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the Company’s disclosure controls and procedures (as
defined Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act)).  Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in SEC rules and forms and that such information is
accumulated communicated to management, including the Principal Executive
Officer and Principal Financial Officer, to allow timely decisions regarding
required disclosures.  Based on its evaluation, and in light of the
previously identified material weaknesses in internal control over financial
reporting, as of December 31, 2007, relating to entity-level controls, the
financial closing and reporting process, and segregation of duties, the
Company’s Principal Executive Officer and Principal Financial Officer concluded
that, as of March 31, 2008, the Company’s disclosure controls and procedures
were ineffective.




Changes
In Internal Controls.





There
have been two material changes in internal control over financial reporting
during the quarter ended March 31, 2008.  The Board of Directors formed an
Audit Committee of three Directors, Edward Hunton, Gary MacDonald, and Duane
Simon.  In addition, management has enhanced segregation of duties and
authorization of expense reimbursements.





PART II -
OTHER INFORMATION





Item
1. Legal Proceedings





There are
no legal proceedings pending against us, and, to the knowledge of management,
there was one material legal proceeding threatened by the Company’s former
President, CEO and CFO, Michael T. Pieniazek. Details of the threatened
litigation are contained herein under Item 1A and in the Company’s
SB-2 Registration Statement dated September 28, 2008 which can be
found at www.sec.gov.





Item
1A.   Risk Factors





There
have been no material changes in risk factors described in our Annual Report of
Form 10-K for the year ended December 31, 2007.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





During
the period ended March 31, 2008, the Company issued 675,000 shares of common
stock for services valued at $407,000 and 55,000 shares of common stock for the
exercise of 55,000 warrants and cash of $27,500. These shares were issued as
restricted securities and were exempt from registration under Section 4(2) of
the Securities Act of 1933 and/or exemptions from registration under Regulation
D promulgated thereunder.





Item
3.    Defaults Upon Senior Securities





None.




17




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


In
accordance with the Company’s Bylaws, the annual meeting of shareholders
was held on January 31, 2008, within one month of Company’s fiscal year end. At
the meeting, the majority of our shareholders re-elected four directors,
including Dale Carlton, Edward Hunton, Duane Simon and Glen Southard. One new
director, Gary MacDonald was elected to replace Mark Quinn who did not seek
another term. All five directors to serve until the next annual meeting of
shareholders or until their respective successors are duly elected and
qualified.





Item
5. Other Information





CORRECTION
OF AN ERROR




The
accompanying financial statements for December 31, 2007, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset, and the associated amortization.  The Company failed to
recognize both the license fee payable, the license fee asset and the
amortization.  The effect of the restatement was to increase license
fee payable by $80,000 and to increase license fee by $80,000, increase net loss
by $8,487 and increase the accumulated deficit by $8,487.





The
accompanying financial statements dated March 31, 2008, have been restated to
correct an error in the recognition of a license fee payable and license fee
asset. The Company failed to recognize the license fee payable, the license fee
asset and the amortization.  The effect of the correction was to
increase license fee payable by $10,000 and to increase license fee by $10,000
and increase net loss by $3,139 and increase the accumulated deficit by
$3,139.





The
effect of the Company’s previously issued 2007 financial statements is
summarized as follows:





As Previously
                      Reported
                    
                    
                    Increase (Decrease)
                    
                    
                    As RestatedBalance SheetOther
      assets
                    
                    
                    60,218
                    
                    
                    
                    71,513
                    
                    
                    
                    131,731Total
      assets
                    
                    
                    89,150
                    
                    
                    
                    71,513
                    
                    
                    
                    160,663Current
      liabilities
                    
                    
                    285,306
                    
                    
                    
                    80,000
                    
                    
                    
                    365,306Stockholders
      deficit
                    
                    
                    (196,156
                    )
                    
                    
                    (118,852
                    )
                    
                    
                    (315,008
                    )Total
      liabilities &  Stockholders deficit
                    
                    
                    89,150
                    
                    
                    
                    71,513
                    
                    
                    
                    160,663Results of OperationsDepreciation
      & Amortization Expense
                    
                    
                    4,215
                    
                    
                    
                    8,487
                    
                    
                    
                    12,702Net
      Loss
                    
                    
                    (387,985
                    )
                    
                    
                    (8,487
                    )
                    
                    
                    (396,472
                    )Net
      Loss Per Share
                    
                    
                    (0.07
                    )
                    
                    
                    -
                    
                    
                    
                    (0.07
                    )





The
effect of the Company’s previously issued March 31, 2008 financial statements is
summarized as follows:




As Previously
                          Reported
                        
                        
                        Increase
                          (Decrease)
                        
                        
                        As RestatedBalance SheetOther
      assets
                        
                        
                        59,795
                        
                        
                        
                        78,374
                        
                        
                        
                        138,169Total
      assets
                        
                        
                        82,960
                        
                        
                        
                        78,374
                        
                        
                        
                        161,334Current
      liabilities
                        
                        
                        386,343
                        
                        
                        
                        89,999
                        
                        
                        
                        476,342Stockholders
      deficit
                        
                        
                        (303,382
                        )
                        
                        
                        (11,626
                        )
                        
                        
                        (315,008
                        )Total
      liabilities &  Stockholders deficit
                        
                        
                        82,960
                        
                        
                        
                        78,374
                        
                        
                        
                        161,334Results of OperationsDepreciation
      & Amortization Expense
                        
                        
                        1,113
                        
                        
                        
                        3,139
                        
                        
                        
                        4,252Net
      Loss
                        
                        
                        (541,726
                        )
                        
                        
                        (3,139
                        )
                        
                        
                        (544,865
                        )Net
      Loss Per Share
                        
                        
                        (0.09
                        )
                        
                        
                        -
                        
                        
                        
                        (0.09
                        )




18




Item
6. Exhibits





Exhibit
              Number
            
            Description31.1
            
            Section
      302 Certification of Chief Executive Officer and Chief Financial
      Officer32.1
            
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





MIP
Solutions, Inc.




Dated:
      June 3, 2009
              /s/
      Jeff
      Lamberson
              
              /s/
      Gary
      MacDonaldJeff
      Lamberson
                Principal
      Accounting Officer
              
              Gary
      MacDonald
                Chief
      Executive Officer




19