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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-Q



[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the Quarterly Period ended June 30, 2011

OR



[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to   _____________



Commission file number:      333-141927



MIP SOLUTIONS, INC.



(Exact name of registrant as specified in its charter)



|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|NEVADA                                         |  | 20-4047619                       
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification No.)



|                                            |  |           
|------------------------------------------- |  | ----------
|3941 Park Dr, # 20-196, El Dorado Hills, CA |  | 95762     
|(Address of principal executive offices)    |  | (Zip Code)



(916) 293-6337



(Issuer's telephone number, including area code)



Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes    [X]     No   [   ]



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    [  ]     No [  ]



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:



|                              |                                         
|----------------------------- | ----------------------------------------
|Large accelerated filer [   ] | Accelerated filer                  [   ]
|Non-accelerated filer   [   ] | Smaller reporting company [X]           



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

Yes    [ X ]     No [   ]



Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   At August 22, 2011, 20,419,115 shares of the Companys common stock were issued and outstanding.





1



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MIP SOLUTIONS, INC.

FORM 10-Q

For the Quarter Ended June 30, 2011



TABLE OF CONTENTS







PART I

FINANCIAL INFORMATION

3

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.

10

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

13

ITEM 4.

CONTROLS AND PROCEDURES

13

PART II

14

ITEM 1.

LEGAL PROCEEDINGS

14

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4.

REMOVED AND RESERVED

14

ITEM 5.

OTHER INFORMATION

14

ITEM 6.

EXHIBITS

14

SIGNATURES

15









2



---



PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS



|                                        |                                                                    |                             |                           |             |           |             |           |             
|--------------------------------------- | ------------------------------------------------------------------ | --------------------------- | ------------------------- | ----------- | --------- | ----------- | --------- | ------------
|MIP SOLUTIONS, INC.                     |                                                                    |                             |                           |             |          
|(A Development Stage Company)           |                                                                    |                             |                           |             |          
|BALANCE SHEETS                          |                                                                    |                             |                           |             |          
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        |                                                                    |                             |                           |             |           | June 30,    |           | December 31,
|                                        |                                                                    |                             |                           |             |           | 2011        |           | 2010        
|                                        |                                                                    |                             |                           |             |           |             |           |             
|ASSETS                                  |                                                                    |                             |                           |             |           |             |          
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | CURRENT ASSETS                                                     |                             |                           |             |           |            
|                                        |                                                                    | Cash                        |                           |             | $         | -           | $         | -           
|                                        |                                                                    | Prepaid expenses            |                           |             | -         |             | 18       
|                                        |                                                                    |                             | Total Current Assets      |             |           | -           |           | 18          
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                        |                             |                           | 220         |           | 328        
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | TOTAL ASSETS                                                       |                             | $                         | 220         | $         | 346        
|                                        |                                                                    |                             |                           |             |           |             |           |             
|LIABILITIES AND STOCKHOLDERS' (DEFICIT) |                                                                    |                             |                           |             |          
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | CURRENT LIABILITIES                                                |                             |                           |             |           |            
|                                        |                                                                    | Accounts payable            |                           | $           | 71,702    | $           | 57,829   
|                                        |                                                                    | Accrued interest            |                           |             | 2,933     |             | 3,404    
|                                        |                                                                    | Note payable                |                           |             | 29,390    |             | 28,414   
|                                        |                                                                    | Common stock to be issued   |                           |             | 59,045    |             | 59,045   
|                                        |                                                                    |                             | Total Current Liabilities |             |           | 163,070     |           | 148,692     
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | COMMITMENTS AND CONTINGENCIES                                      |                             |                           | -           |           | -          
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | STOCKHOLDERS' (DEFICIT)                                            |                             |                           |             |           |            
|                                        | Common stock, $0.001 par value; 500,000,000 shares                 |                             |                           |             |           |            
|                                        | authorized, 20,419,115 shares issued and outstanding, respectively |                             | 20,420                    |             | 20,420   
|                                        | Additional paid-in capital                                         |                             |                           | 2,974,125   |           | 2,974,125  
|                                        | Deficit accumulated during the development stage                   |                             |                           | (3,157,395) |           | (3,142,891)
|                                        |                                                                    | Total Stockholders' Deficit |                           |             | (162,850) |             | (148,346)
|                                        |                                                                    |                             |                           |             |           |             |           |             
|                                        | TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      |                             | $                         | 220         | $         | 346        



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







3



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|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|----------------------------- | ------------------------------ | ------------------------ | -------- | ---------- | ------------------ | ---------- | ------------------ | ---------- | ---------------- | --------- | ---------------- | --------- | ---------------------------------------------------
|MIP SOLUTIONS, INC.           |                                |                          |          |            |                    |            |                    |           
|(A Development Stage Company) |                                |                          |          |            |                    |            |                    |           
|STATEMENTS OF OPERATIONS      |                                |                          |          |            |                    |            |                    |           
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           | From December 19, 2005 (Inception) to June 30, 2011
|                              |                                |                          |          |            | Three Months Ended |            | Three Months Ended |            | Six Months Ended |           | Six Months Ended |          
|                              |                                |                          |          |            | June 30,           |            | June 30,           |            | June 30,         |           | June 30,         |          
|                              |                                |                          |          |            | 2011               |            | 2010               |            | 2011             |           | 2010             |          
|                              |                                |                          |          |            | (unaudited)        |            | (unaudited)        |            | (unaudited)      |           | (unaudited)      |           | (unaudited)                                        
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|REVENUES                      |                                | $                        | -        | $          | -                  | $          | -                  | $          | -                | $         | -               
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|OPERATING EXPENSES            |                                |                          |          |            |                    |            |                    |            |                  |           |                 
|                              | Consulting                     |                          |          | -          |                    | 5,000      |                    | -          |                  | 33,800    |                  | 1,260,275
|                              | Depreciation and amortization  |                          |          | 51         |                    | 83         |                    | 108        |                  | 166       |                  | 57,415   
|                              | General and administrative     |                          |          | 18         |                    | 1,710      |                    | 518        |                  | 2,867     |                  | 197,903  
|                              | Professional fees              |                          |          | 12,739     |                    | 24,729     |                    | 14,349     |                  | 35,136    |                  | 434,997  
|                              | Research and development       |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | 186,468  
|                              | Officers and directors fees    |                          |          | -          |                    | 30,000     |                    | -          |                  | 60,000    |                  | 658,575  
|                              | Option fee                     |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | 5,000    
|                              | Travel and meals               |                          |          | -          |                    | 888        |                    | -          |                  | 1,777     |                  | 46,372   
|                              | Royalty expense                |                          |          | -          |                    | -          |                    | -          |                  | 30,000    |                  | 100,000  
|                              | Lease termination expense      |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | 178,687  
|                              | Buyout provision payable       |                          |          | -          |                    | -          |                    | -          |                  | 18,750    |                  | 37,500   
|                              |                                | TOTAL OPERATING EXPENSES |          |            | 12,808             |            | 62,410             |            | 14,975           |           | 182,496          |           | 3,163,192                                          
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|LOSS FROM OPERATIONS          |                                |                          | (12,808) |            | (62,410)           |            | (14,975)           |            | (182,496)        |           | (3,163,192)     
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|OTHER INCOME (EXPENSE)        |                                |                          |          |            |                    |            |                    |            |                  |           |                 
|                              | Other income                   |                          |          | 471        |                    | -          |                    | 471        |                  | -         |                  | 663      
|                              | Interest expense               |                          |          | -          |                    | (523)      |                    | -          |                  | (29,666)  |                  | (106,796)
|                              | Loss on disposition of assets  |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | (7,619)  
|                              | Loss on impairment of assets   |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | (125,731)
|                              | Forgiveness of debt            |                          |          | -          |                    | -          |                    | -          |                  | -         |                  | 245,280  
|                              |                                | TOTAL OTHER INCOME       |          |            | 471                |            | (523)              |            | 471              |           | (29,666)         |           | 5,797                                              
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|LOSS BEFORE TAXES             |                                |                          | (12,337) |            | (62,933)           |            | (14,504)           |            | (212,162)        |           | (3,157,395)     
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|INCOME TAX EXPENSE            |                                |                          | -        |            | -                  |            | -                  |            | -                |           | -               
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|NET LOSS                      |                                | $                        | (12,337) | $          | (62,933)           | $          | (14,504)           | $          | (212,162)        | $         | (3,157,395)     
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|NET LOSS PER COMMON SHARE,    |                                |                          |          |            |                    |            |                    |            |                  |           |                 
|                              | BASIC AND DILUTED              |                          | $        | (0.00)     | $                  | (0.01)     | $                  | (0.00)     | $                | (0.02)    |                  |          
|                              |                                |                          |          |            |                    |            |                    |            |                  |           |                  |           |                                                    
|WEIGHTED AVERAGE NUMBER OF    |                                |                          |          |            |                    |            |                    |            |                  |           |                 
|                              | COMMON STOCK SHARES            |                          |          |            |                    |            |                    |            |                  |           |                  |          
|                              | OUTSTANDING, BASIC AND DILUTED |                          |          | 20,419,115 |                    | 12,409,721 |                    | 20,419,115 |                  | 9,000,777 |                  |          





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





4



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|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|---------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------- | -------------------------------------------------- | - | --------- | ---------------- | ----------- | ---------------- | --------- | ---------------------------------------------------
|MIP SOLUTIONS, INC.                                  |                                                         |                                          |                                                    |   |           |                 
|(A Development Stage Company)                        |                                                         |                                          |                                                    |   |           |                 
|STATEMENTS OF CASH FLOWS                             |                                                         |                                          |                                                    |   |           |                 
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|                                                     |                                                         |                                          |                                                    |   |           | Six Months Ended |             | Six Months Ended |           | From December 19, 2005 (Inception) to June 30, 2011
|                                                     |                                                         |                                          |                                                    |   |           | June 30,         |             | June 30,         |          
|                                                     |                                                         |                                          |                                                    |   |           | 2011             |             | 2010             |          
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                 
|                                                     | Net loss                                                | $                                        | (14,504)                                           | $ | (212,162) | $                | (3,157,395)
|                                                     | Adjustments to reconcile net loss to net cash           |                                          |                                                    |   |           |                  |            
|                                                     |                                                         | provided (used) by operating activities: |                                                    |   |           |                  |             |                 
|                                                     |                                                         |                                          | Depreciation and amortization                      |   | 108       |                  | 166         |                  | 57,415   
|                                                     |                                                         |                                          | Loss on disposition of assets                      |   | -         |                  | -           |                  | 7,619    
|                                                     |                                                         |                                          | Loss on impairment of assets                       |   | -         |                  | -           |                  | 125,731  
|                                                     |                                                         |                                          | Common stock and warrants issued for services      |   | -         |                  | 28,800      |                  | 1,139,504
|                                                     |                                                         |                                          | Interest expense for beneficial conversion feature |   | -         |                  | -           |                  | 1,087    
|                                                     |                                                         |                                          | Common stock issued for payables                   |   | -         |                  | -           |                  | 164,605  
|                                                     |                                                         |                                          | Forgiveness of debt                                |   | -         |                  | -           |                  | (245,280)
|                                                     |                                                         |                                          | Financing expense                                  |   | -         |                  | 28,000      |                  | -        
|                                                     |                                                         | Decrease (increase) in:                  |                                                    | - |           |                  |             | -               
|                                                     |                                                         |                                          | Prepaid expenses                                   |   | 18        |                  | -           |                  | -        
|                                                     |                                                         | Increase (decrease) in:                  |                                                    |   |           |                  |             |                 
|                                                     |                                                         |                                          | License fee payable                                |   | -         |                  | -           |                  | (80,000) 
|                                                     |                                                         |                                          | Accounts payable                                   |   | 13,873    |                  | 4,267       |                  | 312,925  
|                                                     |                                                         |                                          | Accrued expense                                    |   | -         |                  | -           |                  | 45,000   
|                                                     |                                                         |                                          | Accrued interest                                   |   | (471)     |                  | 1,666       |                  | 31,925   
|                                                     |                                                         |                                          | Accrued payroll                                    |   | -         |                  | 60,000      |                  | 413,622  
|                                                     |                                                         |                                          | Related party payable                              |   | -         |                  | -           |                  | 44,009   
|                                                     |                                                         |                                          | Buyout provision payable                           |   | -         |                  | 18,750      |                  | -        
|                                                     |                                                         |                                          | Royalty payable                                    |   | -         |                  | 30,000      |                  | 80,000   
|                                                     |                                                         |                                          | Debt discount                                      |   | -         |                  | -           |                  | 11,956   
|                                                     |                                                         |                                          | Common stock to be issued                          |   | -         |                  | -           |                  | 41,045   
|                                                     | Net cash provided (used) by operating activities        |                                          | (976)                                              |   | (40,513)  |                  | (1,006,232)
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                 
|                                                     | Purchase of equipment                                   |                                          | -                                                  |   | -         |                  | (20,755)   
|                                                     | Purchase of license                                     |                                          | -                                                  |   | -         |                  | (65,000)   
|                                                     | Purchase of patents                                     |                                          | -                                                  |   | -         |                  | (29,972)   
|                                                     | Sale of asset                                           |                                          | -                                                  |   | -         |                  | 9,960      
|                                                     | Net cash provided (used) by investing activities        |                                          | -                                                  |   | -         |                  | (105,767)  
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                 
|                                                     | Common stock and warrants for cash, net of fees         |                                          | -                                                  |   | -         |                  | 787,676    
|                                                     | Warrants issued for financing expense                   |                                          | -                                                  |   | -         |                  | 15,549     
|                                                     | Proceeds from note payable                              |                                          | 976                                                |   | 40,513    |                  | 359,127    
|                                                     | Repayment of note payable                               |                                          | -                                                  |   | -         |                  | (50,353)   
|                                                     | Net cash provided by financing activities               |                                          | 976                                                |   | 40,513    |                  | 1,111,999  
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|Net increase (decrease) in cash and cash equivalents |                                                         | -                                        |                                                    | - |           | -               
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|Cash, beginning of period                            |                                                         | -                                        |                                                    | - |           | -               
|Cash, end of period                                  | $                                                       | -                                        | $                                                  | - | $         | -               
|                                                     |                                                         |                                          |                                                    |   |           |                  |             |                  |           |                                                    
|SUPPLEMENTAL CASH FLOW INFORMATION:                  |                                                         |                                          |                                                    |   |           |                 
|Interest paid                                        | $                                                       | -                                        | $                                                  | - | $         | -               
|Income taxes paid                                    | $                                                       | -                                        | $                                                  | - | $         | -               
|NON-CASH TRANSACTIONS:                               |                                                         |                                          |                                                    |   |           |                 
|                                                     | Equipment issued for accounts payable                   | $                                        | -                                                  | $ | -         | $                | 7,372      
|                                                     | Common stock issued for license                         | $                                        | -                                                  | $ | -         | $                | 550        
|                                                     | Common stock issued for patent                          | $                                        | -                                                  | $ | -         | $                | 1,122      
|                                                     | Common stock issued for note payable & accrued interest | $                                        | -                                                  | $ | 40,000    | $                | 329,800    
|                                                     | Common stock issued for asset                           | $                                        | -                                                  | $ | -         | $                | 60,200     
|                                                     | Common stock issued for officers & directors fees       | $                                        | -                                                  | $ | -         | $                | 413,389    
|                                                     | Common stock issued for accounts payable                | $                                        | -                                                  | $ | -         | $                | 34,480     
|                                                     | Common stock issued for accrued expense                 | $                                        | -                                                  | $ | -         | $                | 45,000     
|                                                     | Common stock issued for related party payable           | $                                        | -                                                  | $ | 28,009    | $                | 28,009     



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





5



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MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011







NOTE 1  BASIS OF PRESENTATION



MIP Solutions, Inc (the Company), 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 had been the development of Molecularly Imprinted Polymers (MIPs) for various commercial applications relating to the removal of targeted molecules from water.  In late 2009, The Company began exploring other business opportunities and is concentrating substantially all its efforts to raising capital and pursuing other opportunities.



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, 2010.  In the opinion of management, the unaudited interim financial statements furnished herein include 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 and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.



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.



Recent Accounting Pronouncements

In February 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-09, Subsequent Events (Topic 855):Amendments to Certain Recognition and Disclosure Requirements.This Update amends to Subtopic 855-10, Subsequent Events  Overall, to require SEC filers to evaluate subsequent events through the date that the financial statements are issued, but does not require them to disclose the date through which subsequent events have been evaluated.



In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures (Topic 820).  This Update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures  Overall, that require new disclosures and clarify existing disclosures. The amendments in this Update are effective for interim and annual periods beginning after December 15, 2010.





6



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MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011







Income Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes  Recognition.  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 ASC 740-10-25-5.



Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.



Significant components of the deferred tax assets for the periods ended June 30, 2011 and December 31, 2010 are as follows:



|                                       |                     |  |                    
|-------------------------------------- | ------------------- |  | -------------------
|                                       | June 30, 2011       |  | December 31, 2010  
|Net operating loss carryforward        | $     3,032,500     |  | $     3,018,000    
|Deferred tax asset                     | $     1,031,100     |  | $     1,026,200    
|Deferred tax asset valuation allowance | (1,031,100)         |  | (1,026,200)        
|Net deferred tax asset                 | $                 - |  | $                 -



At June 30, 2011, the Company has net operating loss carryforwards of approximately $3,032,500 which expire in the years 2026-2031.  The change in the allowance account from December 31, 2010 to June 30, 2011 was $4,900.



Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America require 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.



Going Concern

As shown in the accompanying financial statements, the Company had negative working capital and an accumulated deficit of $3,157,395 as of June 30, 2011. These factors raise substantial doubt about the Companys ability to continue as a going concern.  However, the Company is currently pursuing other opportunities 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.



During the period ending December 31, 2010 management began converting portions of its outstanding debt for equity as the company continues to work toward compliance with the Share Exchange Agreement of the 8-K filed June 10, 2010 with the SEC. The Company is relying on the consummation of the Share Exchange Agreement to continue as a going concern.  Otherwise, the company would need to raise an estimated $100,000 to continue operations for another 12 months while management reorganizes and looks to alternate opportunities to enhance shareholder value.  Effective June 8, 2011, the Share Exchange Agreement was terminated, however, subsequent to period end, the company has been in negotiations to reinstate the merger agreement with AWG International.



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MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011







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 years. The following is a summary of property, equipment, and accumulated depreciation:



|                              |  |  |                     |  |                    
|----------------------------- |  |  | ------------------- |  | -------------------
|                              |  |  | June 30, 2011       |  | December 31, 2010  
|Office equipment              |  |  | $             1,779 |  | $             1,779
|Total assets                  |  |  | 1,779               |  | 1,779              
|Less accumulated depreciation |  |  | (1,560)             |  | (1,451)            
|                              |  |  | $               219 |  | $               328



Depreciation and amortization expense for the three and six month periods ended June 30, 2011 and December 31, 2010 was $51, $108 and $335, 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.



During the period ended June 30, 2011, the Company did not issue any stock.



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. On August 2, 2010 the Company entered into a Mutual Termination Agreement with JHU/APL. (See Note 6)



NOTE 6 - NOTES PAYABLE



On March 5, 2009 the Company issued a $40,000 Promissory Note with annual interest of 7% and a conversion price of $0.05 per share to a consultant. This note is secured by all assets of the company.  This note was converted into common stock on March 22, 2010; the accrued interest is still outstanding.





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MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011







The Company signed a loan agreement with JHU/APL on July 1, 2008 to satisfy the cash requirements of Amendment #3 to the License Agreement between the Company and JHU/APL dated December 26, 2007.  Under the terms of the loan agreement the Company will make monthly payments as follows:



|                   |           
|------------------ | ----------
|July 31, 2008      | $10,000   
|August 31, 2008    | $ 5,000   
|September 30, 2008 | $ 5,000   
|October 31, 2008   | $ 5,000   
|November 30, 3008  | $ 5,000   
|December 31, 2008  | $ 5,000   
|January 31, 2009   | $ 5,000   
|February 28, 2009  | $ 5,000   
|March 31, 2009     | $ 5,000   
|April 30, 2009     | $ 3,929.18



The last payment consists of a $2,500 penalty fee and 8% per annum interest.



The Company has not made payments on this note since October 2008, On August 2, 2010 the Company entered into a Mutual Termination Agreement with JHU/APL.  Under the terms of the agreement the Company will pay $20,000 and 600,000 shares of restricted common stock to JHU/APL as settlement of all amounts owed to JHU/APL, within 20 days of a proposed reverse takeover by AWG, as settlement for $131,633 of debt.



NOTE 7  CONVERTIBLE DEBT



In March, 2010 the Company issued a convertible promissory note in the amount of $28,000, bearing no interest and is convertible into shares of the Companys common stock at a rate of one share for each $0.14 of principal outstanding. The conversion feature of the note resulted in a beneficial conversion amount of $28,000. The value of the beneficial conversion was expensed in the first quarter of 2010.



NOTE 8 - SUBSEQUENT EVENTS



The Company's board of directors has authorized the Company to conduct a $500,000 non-public private placement of units comprised of one share of common stock and one common stock purchase warrant for $0.04 per unit.  The warrants will be exercisable at $0.06 per share and are subject to the Company's call provisions.  The offering will be limited to investors with whom the Company's management and shareholders have a substantive and pre-existing relationships.



Subsequent events have been evaluated through the date the financial statements were issued.

















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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



Executive Overview



Currently the Company lacks the necessary funds to proceed with its business operations over the next twelve months. As of June 30, 2011 the Company had no available cash.  The Company must raise additional capital through a Private Placement Offering of equity or debt securities or merge with another Company or it will have to cease operations.



The License Agreement with JHU/APL was in default on December 31, 2009 and the Company was notified verbally on April 13, 2010 that the License Agreement was terminated for non-performance.



As reported on FORM 8-K filed on August 18, 2009 our MIP technology proved to be less than commercially viable.  As a result all efforts to pursue this technology have been placed on hold.  The Company will pursue merger opportunities.



On August 10, 2010, the board of directors of MIP Solutions, Inc. (MIPS) approved and ratified by consent resolution a Mutual Termination Agreement (the Termination Agreement), between MIPS and Johns Hopkins University acting through its Applied Physics Laboratory (JHU).  The Termination agreement concerns the termination of a License dated January 23, 2006 to exploit certain molecular imprinting technology granted to MIPS by JHU and all other agreements and understandings between them (collectively, the License), resulting in all of MIPS rights in and to the intellectual property that was the subject of the License reverting back to JHU at no cost to JHU.



In accordance with the provisions of the Mutual Termination Agreement, MIPS has agreed to pay JHU the sum of $20,000 within a period of 20 days following the completion of a proposed reverse-takeover of MIPS by AWG International Inc., a corporation formed under the laws of the State of Nevada; and issue to JHU 600,000 restricted shares of MIPS common stock within a period of 20 days following the proposed reverse takeover (the Condition Precedent).



Subject to the performance by MIPS of the Condition Precedent, the License will be terminated, with each party having no recourse against the other; and JHU and MIPS will release and forever discharged each other and their respective present and former officers, directors, shareholders, employees, representatives, agents, attorneys, executors, administrators, heirs, assigns and successors in interest from all past, present and future claims, demands, obligations, and causes of action of any nature whatsoever, whether in tort (including, without limitation, acts of active negligence), contract or any other theory of recovery in law or equity, whether for compensatory or punitive damages, equitable relief or otherwise, and whether now known or unknown, suspected or unsuspected, which are based upon or arise out of or in connection with the terminated agreements.



There is no material relationship between MIPS or its affiliates and JHU other than in respect of the License and the Termination Agreement.



We continue to seek additional capital to fund our general and administrative expenses.





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We have reentered negotiations with AWG International with a view to enter into a new agreement to acquire AWG International, Inc. as an operating subsidiary.  We have not executed any definitive agreement.  Our proposed acquisition was initially disclosed in a Current Report filed on Form 8-K on June 10, 2010.  This original agreement was terminated earlier this year but have entered into negotiation to amend and reinstate the agreement.



Results of Operations for the Quarter Ended June 30, 2011 and June 30, 2010



Net Sales



The Company is a Development Stage company and has no revenue.



Net Loss



The Company had a net loss of $12,337 for the quarter ended June 30, 2011 compared to a net loss of $62,933 for the quarter ended June 30, 2010. The decrease was primarily due to a reduction in payroll and the termination of our ongoing commitment to The Johns Hopkins University.



Operating Expenses



The Company incurred total operating expenses of $12,808 for the quarter ended June 30, 2011 compared to total operating expenses of $62,410 for the quarter ended June 30, 2010.



Consulting expenses decreased $5,000 from $5,000 to $0 primarily due to a lack of need for consultants.



Professional fees decreased $11,990 from $24,729 to $12,739 primarily as a result of the reduction in corporate activity.



The Companys general and administrative expenses decreased $1,692 from $1,710 for the quarter ended June 30, 2010 to $18 for the quarter ended June 30, 2011.  The decrease resulted principally from a lack of operations during the restructuring period.



Interest Expense



The Company recorded a decreased in interest expense of $523 from interest of $0 in for the quarter ending June 30, 2011 compared to $523 in June 30, 2010.  This decrease in interest was primarily due to the conversion of debt to equity owed to various different creditors.



The Company has no off-balance sheet arrangements.



Results of Operations for the Six Months Ended June 30, 2011 and June 30, 2010



Net Sales



The Company is a Development Stage company and has no revenue.





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Net Loss



The Company had a net loss of $14,504 for the six months ended June 30, 2011 compared to a net loss of $212,162 for the six months ended June 30, 2010. The decrease was primarily due to a reduction in payroll and the termination of our ongoing commitment to The Johns Hopkins University.



Operating Expenses



The Company incurred total operating expenses of $14,975 for the six months ended June 30, 2011 compared to total operating expenses of $182,496 for the six months ended June 30, 2010.



Consulting expenses decreased $33,800 from $33,800 to $0 primarily due to lack of need for consultants.



Professional fees decreased $20,787 from $35,136 to $14,349 primarily as a result of the reduction in corporate activity.



The Companys general and administrative expenses decreased $2,349 from $2,867 for the six months ended June 30, 2010 to $518 for the six months ended June 30, 2011.  The decrease resulted principally from a lack of operations during the restructuring period.



Interest Expense



The Company recorded a decreased in interest expense of $523 from interest of $0 for the six months ending June 30, 2011 compared to $29,666 for the six months ended June 30, 2010.  This decrease in interest was primarily due to the conversion of debt to equity owed to various different creditors.



The Company has no off-balance sheet arrangements.





Liquidity and Capital Resources



At June 30, 2011, the Company had no cash, total current assets of $220, total current liabilities of $163,070 and total stockholders' deficit of $162,850 compared to current liabilities of $536,449 and total stockholders' deficit of $535,935 at June 30, 2010.



The Companys unaudited financial statements for the quarter ended June 30, 2011 contain a going concern qualification.  As discussed in Note 2 of the Notes to Financial Statements, the Company has incurred losses and has not demonstrated the ability to generate cash flows from operations to satisfy its liabilities and sustain operations.  Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.



The Company experienced negative cash flow used in operations during the six months ended June 30, 2011 of $976 compared to negative cash flow used in operations for the six months ended June 30, 2010 of $40,513.



To date, the Company has met its working capital needs through funds received from shareholder loans.  Until operations become profitable, the Company must continue to sell equity or incur debt.





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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Not required for smaller reporting companies.





ITEM 4.  CONTROLS AND PROCEDURES



Evaluation of and Report on Internal Control over Financial Reporting



The Company carried out, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and the Companys Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended).  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 the Commissions rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.



Based on their evaluation, the Companys Chief Executive Officer and its Chief Financial Officer concluded that, as of June 30, 2011, the Companys disclosure controls and procedures were not effective because of the material weakness identified as of such date discussed below.



Changes in Internal Control over Financial Reporting



There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended June 30, 2011, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.  There has been no progress towards remediating our previously disclosed material weaknesses due to lack of funding.











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PART II



ITEM 1.

LEGAL PROCEEDINGS



None.



ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.

REMOVED AND RESERVED





ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a)



Exhibit 32.1  Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

Exhibit 32.1  Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:  August 22, 2011



MIP Solutions, Inc.

(Registrant)





/s/ Gary McDonald

/s/ Jeffrey Lamberson

By:________________________________

By: ________________________________

Gary McDonald

Jeffrey Lamberson

Chief Executive Officer

President, Chief Financial Officer

Principal Accounting Officer













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