SECURITIES
          AND EXCHANGE COMMISSION
 WASHINGTON,
          D.C. 20549
 
 FORM
          10-QSB
 
 Quarterly
          Report Under Section 13 or 15 (d) of
 Securities
          Exchange Act of 1934
 
 For
          Period ended September 30, 2007
 
 Commission
          File Number: 333-141927
  **MIPSOLUTIONS,
          INC.**
 (Exact
          Name of Issuer as Specified in Its Charter)
  **Nevada**
                **4941**
                **20-4047619**State
                    of Incorporation
                Primary
                    Standard
                    Industrial
                I.R.S.
                    EmployerClassification
                    Code Number
                Identification
                    No.
  **128
            East Fairview Avenue**
 **Spokane,
            Washington 99207**
 **Telephone
            509-484-6385**
 (Address
            and Telephone Number of Issuer's Principal Executive Offices)
 
 **Nevada
            First Holdings**
 **Corporate
            Services Manager**
 **1117
            Desert Lane**
 **Las
            Vegas, NV 89102**
 **Telephone: 
            702-732-7570**
 (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 [X]  No [  ]
  Indicate
            by check mark whether the registrant is a shell company (as defined in
            Rule
            12b-2 of the Exchange Act).
 YES
            [  ]  NO [X ]
 
 **APPLICABLE
            ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 **PROCEEDINGS
            DURING THE PRECEDING FIVE YEARS**
  Check
            whether the registrant filed all documents and reports required to be
            filed by
            Section 12, 13, 15(d) of the Exchange Act after the distribution of the
            securities under a plan confirmed by a court. YES [  ]  NO
            [  ]
 
 **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 November 12, 2007, the registrant
            had
            5,857,800 shares of common stock, $0.001 par value, issued and
            outstanding.
 
 Transitional
            Small Business Disclosure Format (Check one): YES [  ]  NO [X
            ]
 
 
 
 PART
            I -
            FINANCIAL INFORMATION
 
 Item
            1.
            Financial Statements - Unaudited
 Balance
            Sheets
 Statements
            of Operations
 Statements
            of Cash Flows.
 Notes
            to
            Financial Statements
 
 Item
            2.
            Plan of Operation
 
 Item
            3.
            Controls and Procedures
 
 PART
            II -
            OTHER INFORMATION
 
 Item
            1.
            Legal Proceedings.
 Item
            2.
            Changes in Securities and Use of Proceeds.
 Item
            3.
            Defaults Upon Senior Securities.
 Item
            4.
            Submission of Matters to a Vote of Security Holders.
 Item
            5.
            Other Information.
 Item
            6.
            Exhibit and Reports on Form 8-K
 
 2
 PART
            I -
            FINANCIAL INFORMATION
 
 **Item
            1. Financial Statements (unaudited)**
 **MIP
                        SOLUTIONS, INC.****(A
                        DEVELOPMENT STAGE COMPANY)****BALANCE
                        SHEETS**September
                        30,
                    
                    December
                        31,2007
                    
                    2006(unaudited)**ASSETS****CURRENT ASSETS**Cash
                    
                    
                    
                    
                    $
                    4
                    
                    $
                    12,160Refund
                        receivable
                    
                    
                    
                    
                    
                    -
                    
                    
                    1,139Prepaid
                        expenses
                    
                    
                    
                    
                    
                    215
                    
                    
                    5,000Total
                        Current
                        Assets
                    
                    
                    
                    
                    
                    219
                    
                    
                    18,299**PROPERTY
                        AND EQUIPMENT, NET**
                    
                    
                    
                    
                    
                    12,457
                    
                    
                    984**OTHER
                        ASSETS**License
                    
                    
                    
                    
                    
                    45,550
                    
                    
                    45,550Patent
                    
                    
                    
                    
                    
                    11,277
                    
                    
                    7,566Option
                    
                    
                    
                    
                    
                    2,500
                    
                    
                    -Accumulated
                        amortization
                    
                    
                    
                    
                    
                    (2,700
                    )
                    
                    (365
                    )Total
                        Other
                        Assets
                    
                    
                    
                    
                    
                    56,627
                    
                    
                    52,751**TOTAL
                        ASSETS**
                    
                    
                    
                    
                    $
                    69,303
                    
                    $
                    72,034**LIABILITIES
                        AND STOCKHOLDERS' DEFICIT****CURRENT
                        LIABILITIES**Accounts
                        payable
                    
                    
                    
                    
                    
                    46,812
                    
                    
                    24,914Accrued
                        expense
                    
                    
                    
                    
                    
                    35,000
                    
                    
                    50,000Accrued
                        interest
                    
                    
                    
                    
                    
                    2,529
                    
                    
                    341Accrued
                        payroll
                    
                    
                    
                    
                    
                    75,500
                    
                    
                    -Note
                        payable
                    
                    
                    
                    
                    
                    37,519
                    
                    
                    20,000Note
                        payable - related party
                    
                    
                    
                    
                    
                    5,905
                    
                    
                    100Total
                        Current
                        Liabilities
                    
                    
                    
                    
                    
                    203,265
                    
                    
                    95,355**COMMITMENTS
                        AND CONTINGENCIES**
                    
                    
                    
                    
                    
                    -
                    
                    
                    -**STOCKHOLDERS'
                        DEFICIT**Common
                        stock,
                        $0.001 par value; 50,000,000 sharesauthorized,
                        5,857,800 and 5,457,500 shares issuedand
                        outstanding, respectively
                    
                    
                    
                    
                    
                    5,858
                    
                    
                    5,458Additional
                        paid-in capital
                    
                    
                    
                    
                    
                    738,670
                    
                    
                    538,920Accumulated
                        deficit during development stage
                    
                    
                    
                    
                    
                    (878,490
                    )
                    
                    (567,699
                    )Total
                        Stockholders' Deficit
                    
                    
                    
                    
                    
                    (133,962
                    )
                    
                    (23,321
                    )**TOTAL
                        LIABILITIES AND STOCKHOLDERS' DEFICIT**
                    
                    
                    
                    
                    $
                    69,303
                    
                    $
                    72,034
 The
            accompanying condensed notes are an integral part of these interim financial
            statements.
 3
  **MIP
                        SOLUTIONS, INC.****(A
                        DEVELOPMENT STAGE COMPANY)****STATEMENTS
                        OF OPERATIONS**
  Three
                        Months Ended
                    
                    Three
                        Months Ended
                    
                    Nine
                        Months Ended
                    
                    Nine
                        Months Ended
                    
                    From
                        December 19, 2005 (Inception) to September 30, 2007September
                        30
                    
                    September
                        30
                    
                    September
                        30,
                    
                    September
                        30,2007
                    
                    2006
                    
                    2007
                    
                    2006(unaudited)
                    
                    (unaudited)
                    
                    (unaudited)
                    
                    (unaudited)
                    
                    (unaudited)**REVENUES**
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -**OPERATING
                        EXPENSES**Consulting
                    
                    
                    1,500
                    
                    
                    66,140
                    
                    
                    16,676
                    
                    
                    140,669
                    
                    
                    205,345Depreciation
                        and
                        amortization
                    
                    
                    1,702
                    
                    
                    384
                    
                    
                    4,093
                    
                    
                    787
                    
                    
                    4,662General
                        and
                        administrative
                    
                    
                    16,673
                    
                    
                    2,191
                    
                    
                    39,180
                    
                    
                    6,473
                    
                    
                    49,027Professional
                        fees
                    
                    
                    12,834
                    
                    
                    1,395
                    
                    
                    28,543
                    
                    
                    53,965
                    
                    
                    215,920Research
                        and
                        development
                    
                    
                    393
                    
                    
                    68,968
                    
                    
                    5,199
                    
                    
                    127,294
                    
                    
                    154,487Officers
                        and
                        directors fees
                    
                    
                    45,000
                    
                    
                    -
                    
                    
                    210,000
                    
                    
                    -
                    
                    
                    210,000Option
                        fee
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,500
                    
                    
                    2,500Travel
                        and
                        meals
                    
                    
                    345
                    
                    
                    8,828
                    
                    
                    4,361
                    
                    
                    17,588
                    
                    
                    26,581**TOTAL
                        OPERATING EXPENSES**
                    
                    
                    78,447
                    
                    
                    147,906
                    
                    
                    308,052
                    
                    
                    349,276
                    
                    
                    868,522**LOSS
                        FROM OPERATIONS**
                    
                    
                    (78,447
                    )
                    
                    (147,906
                    )
                    
                    (308,052
                    )
                    
                    (349,276
                    )
                    
                    (868,522
                    )**OTHER
                        INCOME EXPENSE**Interest
                        expense
                    
                    
                    (1,244
                    )
                    
                    -
                    
                    
                    (2,739
                    )
                    
                    -
                    
                    
                    (3,080
                    )Loss
                        on disposition
                        of assets
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (6,888
                    )**TOTAL
                        OTHER EXPENSE**
                    
                    
                    (1,244
                    )
                    
                    -
                    
                    
                    (2,739
                    )
                    
                    -
                    
                    
                    (9,968
                    )**LOSS
                        BEFORE TAXES**
                    
                    
                    (79,691
                    )
                    
                    (147,906
                    )
                    
                    (310,791
                    )
                    
                    (349,276
                    )
                    
                    (878,490
                    )**INCOME
                        TAX EXPENSE**
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -**NET
                        LOSS**
                    
                    $
                    (79,691
                    )
                    $
                    (147,906
                    )
                    $
                    (310,791
                    )
                    $
                    (349,276
                    )
                    $
                    (878,490
                    )**NET
                        LOSS PER COMMON SHARE,****BASIC
                        AND
                        DILUTED**
                    
                    $
                    (0.01
                    )
                    $
                    (0.02
                    )
                    $
                    (0.05
                    )
                    $
                    (0.06
                    )**WEIGHTED
                        AVERAGE NUMBER OF****COMMON
                        STOCK
                        SHARES****OUTSTANDING,
                        BASIC
                        AND DILUTED**
                    
                    
                    5,857,800
                    
                    
                    6,214,000
                    
                    
                    5,830,689
                    
                    
                    5,965,917
 The
            accompanying condensed notes are an integral part of these interim financial
            statements.
 4
 **MIP
                        SOLUTIONS, INC.****(A
                        DEVELOPMENT STAGE COMPANY)****STATEMENTS
                        OF CASH FLOWS**
  Nine
                        Months
                    
                    Nine
                        Months
                    
                    FromEnded
                    
                    Ended
                    
                    December
                        19, 2005September
                        30,
                    
                    September
                        30,
                    
                    (Inception)
                        to2007
                    
                    2006
                    
                    September
                        30, 2007(unaudited)
                    
                    (unaudited)
                    
                    (unaudited)**CASH
                        FLOWS FROM OPERATING ACTIVITIES:**
 Net
                        loss
                    
                    $
                    (310,791
                    )
                    $
                    (349,276
                    )
                    $
                    (878,490
                    )Adjustments
                        to reconcile net loss to net cashprovided
                        (used) by operating activities:Depreciation
                        and amortization
                    
                    
                    4,093
                    
                    
                    787
                    
                    
                    4,662Loss
                        on disposition of assets
                    
                    
                    -
                    
                    
                    -
                    
                    
                    6,888Stock
                        issued for services
                    
                    
                    75,000
                    
                    
                    50,500
                    
                    
                    175,000Stock
                        issued for payables
                    
                    
                    2,500
                    
                    
                    -
                    
                    
                    2,500Decrease
                        (increase) in:Refund
                        receivable
                    
                    
                    1,139
                    
                    
                    -
                    
                    
                    -Prepaid
                        expenses
                    
                    
                    4,785
                    
                    
                    (15,548
                    )
                    
                    (215
                    )Increase
                        (decrease) in:Bank
                        overdraft payable
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Accounts
                        payable
                    
                    
                    21,898
                    
                    
                    75,616
                    
                    
                    46,812Accrued
                        expense
                    
                    
                    (15,000
                    )
                    
                    -
                    
                    
                    35,000Accrued
                        interest
                    
                    
                    2,188
                    
                    
                    -
                    
                    
                    2,529Accrued
                        payroll
                    
                    
                    75,500
                    
                    
                    -
                    
                    
                    75,600Net
                        cash provided (used) by operating activities
                    
                    
                    (138,688
                    )
                    
                    (237,921
                    )
                    
                    (529,714
                    )**CASH
                        FLOWS FROM INVESTING ACTIVITIES:**Purchase
                        of equipment
                    
                    
                    (13,231
                    )
                    
                    (8,076
                    )
                    
                    (21,307
                    )Purchase
                        of license
                    
                    
                    -
                    
                    
                    (45,000
                    )
                    
                    (45,000
                    )Purchase
                        of patents
                    
                    
                    (3,711
                    )
                    
                    (6,128
                    )
                    
                    (10,155
                    )Purchase
                        of option
                    
                    
                    (2,500
                    )
                    
                    -
                    
                    
                    (2,500
                    )Net
                        cash used by financing activities
                    
                    
                    (19,442
                    )
                    
                    (59,204
                    )
                    
                    (78,962
                    )**CASH
                        FLOWS FROM FINANCING ACTIVITIES:**Common
                        stock and warrants for cash
                    
                    
                    122,650
                    
                    
                    302,000
                    
                    
                    563,010Collection
                        of subscriptions receivable
                    
                    
                    -
                    
                    
                    1,222
                    
                    
                    2,346Proceeds
                        from note payable
                    
                    
                    23,324
                    
                    
                    9,378
                    
                    
                    52,824Repayment
                        of note payable
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (9,500
                    )Net
                        cash provided by financing activities
                    
                    
                    145,974
                    
                    
                    312,600
                    
                    
                    608,680Net
                        increase in cash and cash equivalents
                    
                    
                    (12,156
                    )
                    
                    15,475
                    
                    
                    4**Cash,
                        beginning of period**
                    
                    
                    12,160
                    
                    
                    -
                    
                    
                    -**Cash,
                        end of period**
                    
                    $
                    4
                    
                    $
                    15,475
                    
                    $
                    4-
                    
                    
                    
                    
                    
                    -**SUPPLEMENTAL
                        CASH FLOW INFORMATION:**Interest
                        paid
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Income
                        taxes paid
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -**NON-CASH
                        INVESTING AND FINANCING:**Common
                        stock issued for license
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    550Common
                        stock issued for patent
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    1,122
  The
              accompanying condensed notes are an integral part of these interim
              financial
              statements.
 5
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
 
  **NOTE
          1 - BASIS OF PRESENTATION**
 MIP
          Solutions, Inc, was incorporated on December 19, 2005 in the State of
          Nevada.
 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 nine month period ended September 30, 2007 are
        not necessarily indicative of the results that may be expected for the year
        ending December 31, 2007.
 
 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 THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  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 1,130,300 warrants outstanding
        at
        September 30, 2007, 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
        September 30, 2007.
 
 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.
 
 At
        September 30, 2007, the Company had deferred tax assets calculated at an
        expected rate of 34% of approximately $298,687 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 September 30, 2007. The
        significant components of the deferred tax asset at September 30, 2007 and
        December 31, 2006 were as follows:
  September
                  30,
              
              
              December
                  31,2007
              
              
              2006Net
                  operating loss carryforward****
              
              $
              878,490
              
              $
              567,699Deferred
                  tax asset
              
              $
              298,687
              
              $
              193,000Deferred
                  tax asset valuation allowance
              
              
              (298,687
              )
              
              (193,000
              )Net
                  deferred tax
                  asset
              
              $
              -
              
              $
              -
  7
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  At
        September 30, 2007, the Company has net operating loss carryforwards of
        $878,490, which expire in the years 2026-2027. The change in the allowance
        account from December 31, 2006 to September 30, 2007 was $105,687.
 
 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 $878,490 at September 30, 2007. 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.
 
 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.
 
 8
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  Accounting
        Pronouncements
 In
        February 2007, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115” (SFAS No. 159). This statement permits entities to choose to measure many
        financial instruments and certain other items at fair value. The objective
        is to
        improve financial reporting by providing entities with the opportunity to
        mitigate volatility in reported earnings caused by measuring related assets
        and
        liabilities differently without having to apply complex hedge accounting
        provisions. This statement is expected to expand the use of fair value
        measurement, which is consistent with the Board’s long-term measurement
        objectives for accounting for financial instruments. This statement is effective
        as of the beginning of an entity’s first fiscal year that begins after November
        15, 2007, although earlier adoption is permitted. Management has not determined
        the effect that adopting this statement would have on the Company’s financial
        condition or results of operations.
 
 In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
        No. 87, 88, 106, and 132(R)” (SFAS No. 158). This statement requires an employer
        to recognize the overfunded or underfunded statues of a defined benefit
        postretirement plan (other than a multiemployer plan) as an asset or liability
        in its statement of financial position and to recognize changes in that funded
        status in the year in which the changes occur through comprehensive income
        of a
        business entity or changes in unrestricted net assets of a not for profit
        organization. This statement also requires an employer to measure the funded
        status of a plan as of the date of its year end statement of financial position,
        with limited exceptions. The adoption of this statement had no immediate
        material effect on the Company’s financial condition or results of operations.
 
 
 **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:
 
 September
                  30, 2007
              
              December
                  31, 2006Office
                  equipment
              
              
              3,019
              
              
              1,884Lab
                  Equipment
              
              
              11,400
              
              
              -Total
                  assets
              
              
              14,420
              
              
              1,884Less
                  accumulated depreciation
              
              
              (1,963
              )
              
              (204
              )$
              12,457
              
              $
              984
 
 9
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  Depreciation
        expense for the period ended September 30, 2007 and December 31, 2006
        was $1,758
        and $204, 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 - 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.
 
 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 period ended September 30, 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.
 
 10
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  Also
        during the period ended September 30, 2007, the Company issued 155,000 shares
        for services and payables valued at $77,500.
 
 
 **NOTE
        5 - 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, 2007, a lease agreement for a larger office space
        was approved by the board of directors. The new lease commenced April 1,
        2007,
        extends for a period of 60 months, and requires monthly payments of $2,233
        for
        the first 12 months. The monthly rental fee is open for adjustment based
        on the
        consumer price index every 12 months thereafter.
 
 **NOTE
        6 - NOTE 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 September 30,
        2007,
        related interest of $2,269 has been accrued and expensed, respectively.
 
 The
        Company issued a promissory note, for a total of $10,000 on August 24, 2007.
        The
        note bears interest at a rate of 1% per month. As of September 30, 2007,
        related
        interest of $124 has been accrued and expensed, respectively.
 
 The
        Company issued a promissory note, for a total of $8076 on March 9, 2007.
        The
        note bears interest at the rate of 8% per year. As of September 30, 2007,
        related interest of $262 has been expensed.
 
 **NOTE
        7 - RELATED PARTY TRANSACTIONS**
 
 During
        the year ended December 31, 2006, an officer and director of the Company
        used
        $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 nine months ended June 30, 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. However, now that the Company is becoming
        a fully
        reporting entity, the officers will repay the loaned amount through payroll
        deductions. The receivable has been fully settled.
 
 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. As of
        September 30, 2007, related interest of $136 has been accrued and expensed,
        respectively.
 
 11
 **MIP
          SOLUTIONS, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
  **NOTE
        8-SUBSEQUENT EVENTS**
  On
        November 1, 2007 and November 18, 2007 warrants were exercised in the amounts
        of
        $2,500 and $12,500, respectively.
 
 
 12
 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. Plan of Operation**
 
 **Introduction**
 
 MIP
          Solutions, Inc. (“The Company”) a Nevada corporation was incorporated on
          December 19, 2005, for the purpose of developing new technology, Molecularly
          Imprinted Polymers (MIP), for various commercial applications relating
          to the
          removal of targeted molecules from water.
 
 Currently
          the Company lacks the necessary funds to proceed with its business operations
          over the next twelve months. As of September 30, 2007 the Company has $3.54
          of
          cash available. It is anticipated that these funds will be utilized to
          maintain
          administrative expenses related to corporate fees and costs for the next
          thirty
          days. On October 3, 2007, the Company’s Registration Statements as filed on Form
          SB-2 was deemed effective by the Securities and Exchange Commission (SEC)
          (Please note these Registration Statements can viewed on EDGAR at the SEC’s
          website - www.sec.gov). Through the Registration Statement the Company
          intends
          to offer to the public up to 1,000,000 common shares at price of $1.50
          per share
          with total anticipated proceeds of $1,500,000. To date, the Company has
          not
          offered or sold any common shares through this public offering and there
          is no
          market for the Company’s common stock. There can be no guarantee or assurance
          the Company will be able to sell any of the common shares through the
          anticipated offering in the future. The Company’s business development will
          likely fail if it is unable to raise proceeds through the sale of its common
          stock. If the Company is unsuccessful in raising adquate funds through
          the sale
          of its common stock it would be forced to rely on obtaining loans from
          financial
          institutions or shareholders, of which both are highly unlikely to appoint
          any
          proceeds to the Company. The inability of the Company to secure such loans
          or
          obtain adequate financing would result in business failure and any investment
          made into the Company would be lost in its entirety.
  Below
          describe management’s anticipated course of action over the next twelve months.
          As described above the Company must raise additional proceeds in order
          to
          continue its business plan. As such the following explanations should be
          considered forward-looking statements.
 
 **Technology
          Development Project, Task Project**
 
 The
          Company has entered into a licensing agreement with the Johns Hopkins University
          Applied Physics Laboratory for the exclusive right to all intellectual
          property
          owned by the Johns Hopkins Laboratory related to the MIP technology as
          applied
          to drinking water safety, waste water treatment and water-based mining
          operations using filtration, treatment, reclamation and extraction processes.
          The Company also sought and has now acquired additional rights to technology
          developed by the Johns Hopkins Laboratory including the approach to molecular
          imprinting, a technique for preparing synthetic polymers with recognition
          sites
          specific to a target molecule.
 
 The
          Company plans to enter specific task orders with the Johns Hopkins Laboratory
          for the research and development of specific tasks. To date, the Company
          has
          entered into a Basic Ordering Agreement No. 123-001 with the Johns Hopkins
          Laboratory and each specific task order will issue pursuant to the terms
          of this
          Basic Ordering Agreement. The Ordering Agreement, provides that the work
          performed under each task order will become part of the core technology
          as
          described in the license agreement, that the all work will be performed
          pursuant
          to individual task orders, that tasking under the basic ordering agreement
          may
          take place for a period of four years, and provides for other standard
          contractual matters such as governing law, severability, and
          disputes.
 
 On
          February 3, 2006, the Company entered into the first task order with the
          Johns
          Hopkins Laboratory (Proposal No. AD-2925L, Task DCQ01), for research and
          development of the Molecularly Imprinted Polymers for the Selective Removal
          of
          Trace Inorganic Arsenic from Culinary Water to use the MIP technology for
          the
          removal of arsenic from drinking water. The Task Order sets out the scientific
          parameters of this project plus provides for in-progress reviews, both
          on-site
          and technical, as required by the Company. The Johns Hopkins Laboratory
          will
          provide a milestone schedule and funds execution schedule. The Company
          will pay
          to Johns Hopkins Laboratory $159,106 plus a fee of $15,881 for an aggregate
          of
          $174,987. The task was scheduled for completion by February 14, 2007 and
          has
          been extended until November 30, 2007.
 
 13
 **The
          Technology**
 
 This
          MIP
          technology process employs a target molecule as the template. The template
          is
          surrounded by artificially created molecular compliments that possess
          polymerizable (allowing the components to be chemically bound into a polymer)
          qualities. The complex is typically copolymerized with a matrix monomer
          and a
          cross-linking monomer in the presence of a suitable solvent. The cross-linking
          monomers add rigidity to the finished polymer and the solvent provides
          site
          accessibility. Removal of the template molecules leaves behind cavities
          that
          exhibit enhanced affinity for rebinding the target molecule. The target
          contaminate molecule is then bound to the template molecules and is removed
          from
          the original source.
 
 The
          following excerpt from a technology disclosure by one of the Johns Hopkins
          Laboratory scientists, Dr. George Murray, describes this technological
          process
          using heavy metal lead as an example (additional applications are also
          mentioned):
 
 “The
          process involves suspension polymerization so as to form macroporous ion
          exchange resin beads in a narrow and useful range of bead diameter. The
          beads
          will exhibit high selectivity with capacity comparable to non-selective
          ion
          exchange resin beads. The beads will be useful for a variety of applications.
          The first would be a means of removing toxic metals from drinking water.
          Lead
          plumbing exists in many places and by passing the water from the tap through
          a
          column of the beads the water would be rendered safe for drinking. By using
          the
          correct coordinator the beads can be induced to luminescence different
          colors
          when loaded and unloaded so as to allow replacement of the resin before
          any lead
          ions could pass through. The lead loaded resin could then be acid cleaned
          to
          remove the lead and due to the selectivity of the resin a pure lead solution
          would be obtained allowing easy recovery of the lead for re-use. In systems
          where more than one toxic metal ion could be present sequential cartridges
          would
          be utilized. The beads can be employed in the selective sequestration of
          economically important metals from waste streams or industrial effluents.
          For
          example, the effluents from a desalination plant consist of a hot brine
          solution. This solution has metals pre-concentrated for facile removal.
          A series
          of resin beads can selectively remove purified fractions for later use
          and both
          clean the effluent as well as "mine" specific minerals.”
  Over
          the
          next twelve months the Company intends to focus primarily on the development
          of
          MIPs for use in the precious metals extraction market. In addition, the
          Company
          plans to continue the development of MIPs for the treatment of drinking
          water
          under its Task Order with JHU/APL by developing commercial and industrial
          applications not currently available. The Company’s intitial focus in this area
          will continue to be arsenic removal and other contaminants (species) will
          be
          identified as target molecules as the Company moves forward. MIPs for arsenic
          removal are being developed using the licensed technology and will be formulated
          into “beads” by combining a large number of these MIPs. These beads will then be
          used as a media to filter out the targeted molecule.
 
 The
          MIP
          beads will be of sufficient size so that the untreated water will flow
          through
          the resin bed without the need for large pumps. Accordingly, the amount
          of
          infrastructure needed at the water utility will be minimized. The beads
          will
          also be fitted into a number of form factors that can be placed into the
          existing system of water utilities. The beads will exhibit high selectivity
          for
          arsenic with a capacity comparable to non-selective ion exchange resin
          beads
          because of its large surface area resulting from its macroporous structure.
          The
          MIP beads can be regenerated a large number of times with little loss in
          performance. The MIP beads will perform well over the range of natural
          water
          pH’s, and since the MIP beads are chemically designed for arsenic, they will
          suffer little loss in performance from potential interferents. Overall,
          MIP
          beads are desirable because of their flexibility of engineering design
          and their
          potential for removing arsenic and other contaminants from potable
          water.
 
 The
          Company believes that a “cartridge” containing our resin beads will be able to
          be placed in-line within the current infrastructure of a treatment plant
          and
          therefore have significantly lower installation expense. Furthermore, since
          the
“cartridge” will be place in-line there will be no additional electrical expense
          to run pumps. We also expect the beads to perform well without the introduction
          of additional chemicals to change the pH or other make up of the pre-filtered
          water which should reduce operational expenses further. Finally, since
          the
          arsenic can be removed from the beads and resold into the chemical market,
          the
          by-product actually adds value rather than expense (disposal).
 
 Other
          companies may be developing technology similar or more competitive to the
          MIP
          technology that the Company is developing.
 
 The
          Company does not anticipate purchasing a plant or selling any significant
          equipment within the next twelve months.
 
 The
          Company has three executive officers: Jeffery Lamberson, President, Edward
          Hunton, Secretary and Treasurer and Glen Southard, Chief Scientific Officer.
          Currently, the Company does not anticipate any significant changes in the
          number
          of employees over the course of the next twelve months.
 
 14
 **Off-Balance
          Sheet Arrangements**
 
 The
          term
          "off-balance sheet arrangement" generally means any transaction, agreement
          or
          other contractual arrangement to which an entity unconsolidated with the
          Company
          is a party, under which the Company has (i) any obligation arising under
          a
          guarantee contract, derivative instrument or variable interest; or (ii)
          a
          retained or contingent interest in assets transferred to such entity or
          similar
          arrangement that serves as credit, liquidity or market risk support for
          such
          assets that is material to investors.
 
 **License
          Agreement with The Johns Hopkins University Applied Physics
          Laboratory**
 
 The
          Company and The Johns Hopkins University Applied Physics Laboratory entered
          into
          a license agreement effective January 23, 2006 (filed as an exhibit to
          the
          Registration Statement) granting the Company the exclusive license to make,
          use,
          sell, offer to sell, import, copy, modify, distribute, publicly display
          and
          otherwise utilize the technologies (the “Core Technology”) described in the five
          patents described in the agreement (and discussed herein below under “Patents”)
          as such Core Technologies relate to the licensed fields of drinking water
          safety, wastewater treatment, and water-based mining operations using
          filtration, treatment, reclamation and extraction processes. All other
          fields
          are specifically excluded.
 
 Included
          as part of the Core Technology licensed by the Company is all the non-patented
          intellectual property pertaining to the technology of the patents including
          copyrighted matter, technical information, know-how, show-how or trade
          secrets.
          The non-patented information includes such items as schematics, drawings,
          test
          and operating software, engineering analysis, reliability analyses, special
          manufacturing processes, quality assurance plans and procedures. In addition,
          any future improvements on the Core Technology or non-patented property
          is
          deemed to become part of the Core Technology and is included as such in
          the
          License Agreement
 
 As
          part
          of the license agreement, the Company shall negotiate separate task agreements
          (research and development agreements) in the form of the Johns Hopkins
          Laboratory standard task order contract for specific research and development
          projects with funding to be paid to the Johns Hopkins Laboratory in certain
          minimum amounts. The first task order has been executed between the Company
          and
          the Johns Hopkins Laboratory for the removal of arsenic molecules from
          drinking
          water (Task Order #AD-2925L).
 
 Under
          the
          license agreement, the Company may sublicense others and amend any sublicense
          agreement so long as the terms of any sublicense agreement are no broader
          in
          scope and no less restrictive on the sub-licensee than the license agreement
          is
          on the Company and the terms of the sublicense agreement provide for payment
          of
          the royalties due to the Johns Hopkins Laboratory under the license agreement,
          and provide for its indemnification and flow down of the warranties contained
          in
          the license agreement. The Johns Hopkins Laboratory shall file, prosecute
          and
          maintain all patents and patent applications contained or to be contained
          in the
          Core Technology.
 
 The
          license agreement provides that the Company shall exercise its best efforts
          to
          develop and commercialize products and services arising from the application
          of
          the Core Technology and the sale of such products and services in the market.
          The license agreement will expire in each country on the date of expiration
          of
          the last patent in that country that is included in the Core Technologies
          or in
          the event that no patents are issued, then 20 years from the effective
          date of
          the agreement. The license agreement may be terminated upon a material
          breach or
          default by either party upon written notice with a 60 day period to cure
          such
          default. If the Company fails to make a commercial sale with thirty months
          of
          the effective date of the license agreement, then the Johns Hopkins Laboratory,
          in its sole discretion and without written notice or a cure period, may
          terminate the license agreement. The Company may terminate the license
          agreement
          for any reason upon 60 days notice.
  The
          license agreement provides that the Company reimburse the Johns Hopkins
          Laboratory for costs of maintaining the patents contained in the Core
          Technologies, issue it stock in the Company with an anti-dilution privilege
          such
          that the equity ownership of the Johns Hopkins Laboratory shall not be
          less than
          1% until January 23, 2009, and make payments upon reaching minimum sales
          levels
          and royalty payments of not more than 7% beginning 12 months after the
          first
          commercial sale of a product or service arising from the Core
          Technology.
 
 If
          the
          Company is unable to compensate Johns Hopkins pursuant to the license agreement
          it would diversely impact Company’s ability to develop its proposed business and
          would likely cause the business to fail.
 
 15
 **Uncertainty
          Related to a Potential Legal Proceeding**
 
 The
          Company is uncertain of future intentions relating to potential legal
          proceedings contemplated by its former president, Michael Pieniazek. Within
          the
          last six months, Mr. Pieniazek informed the Company that he is contemplating
          legal action on his own and his brother’s behalf against the Company regarding
          1,122,500 shares of the Company’s common stock. Mr. Pieniazek asserts that he
          legally issued those shares to himself and his brother prior to pursing
          other
          employment and the subsequent dismissal of all of his positions with the
          Company
          as voted unanimously by the Board of Directors. The Company adamantly disputes
          his claim and asserts that the shares were not paid. The Company intends
          to
          defend its position and reserves the right to file all appropriate charges
          against Mr. Pieniazek in the future as it sees fit in the best interest
          of the
          Company. If Mr. Pieniazek should prevail on his claim, then he would own
          1,000,000 shares of the Company’s common stock (17% prior to the sale of Company
          Shares and 14% after assuming sale of all 1,000,000 shares) and Matthew
          Pieniazek, his brother, would own 122,500 shares (2%); management believes
          this
          would adversely impact the Company and may result in business
          failure.
  Moreover,
          Mr. Pieniazek entered into an employment contract with the Company in 2006
          for
          services relating to the corporate development of the Company. He has also
          notified the Company that he believes this contract was breached. The Company
          disputes also disputes this claim in full and asserts discharge of Mr.
          Pieniazek
          was within the terms contemplated by the contract and in the best interest
          of
          the Company and its shareholders. Mr. Pieniazek is unclear in what damages
          he
          attempts to claim. However, if Mr. Pieniazek should prevail in such a claim
          it
          would likely result in a financial obligation to him. Redirecting funds
          from
          business development for this purpose would adversely impact the growth
          of the
          Company.
 
 **Item
          3. Controls and Procedures**
 
 Regulations
          under the Securities Exchange Act of 1934 require public companies to maintain
          "disclosure controls and procedures," which are defined to mean a company's
          controls and other procedures that are designed to ensure that information
          required to be disclosed in the reports that it files or submits under
          the
          Securities Exchange Act of 1934 is recorded, processed, summarized and
          reported
          within the time periods specified in the Commission's rules and forms.
          The
          Company's Chief Executive Officer and Chief Financial Officer, based on
          his
          evaluation of the Company's disclosure controls and procedures within 90
          days
          before the filing date of this report, concluded that the Company's disclosure
          and procedures were effective for this purpose. In addition the Board of
          Directors are reviewing an Internal Control Manual to be implemented as
          part of
          corporate policy which includes the formation of an audit
          committee.
 
 **Changes
          In Internal Controls.**
 
 There
          were no significant changes in the Company's internal controls or, to the
          Company's knowledge, in other factors that could significantly affect these
          controls subsequent to the date of their evaluation.
 
 16
 PART
          II -
          OTHER INFORMATION
 
 Item
          1.
          Not applicable.
 Item
          2.
          Not applicable.
 Item
          3.
          Not applicable.
 Item
          4.
          Not Applicable.
 Item
          5.
          Not applicable.
 Item
          6.
          Not applicable.
 
 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 AdoptedPursuant
                  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: November 20, 2007
                /s/ Jeff
                  Lamberson
                /s/ Edward HuntonJeff Lamberson
                  Chief Executive Officer
                Edward Hunton
                  Chief Financial Officer
 
  17