UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-Q





Quarterly
      Report Under Section 13 or 15 (d) of


Securities
      Exchange Act of 1934





For
      Period ended June 30, 2008





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)





**Corporate
      Office Services**


**Corporate
      Services Manager**


**1005
      Terminal Way, STE 110**


**Reno,
      NV 89502**


**Telephone: 
      (775) 324-7676**


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





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




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


YES
oNO
x





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


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








**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock
      at the latest practicable date. As of July 22, 2008, the registrant had
      7,703,934 shares of common stock, $0.001 par value, issued and
      outstanding.









TABLE
      OF
      CONTENTS


PAGEPART
                I - FINANCIAL INFORMATION
            3Item
                1. Financial Statements - Unaudited
            3Balance
                Sheets
            3Statements
                of Operations
            4Statements
                of Cash Flows
            5Notes
                to Financial Statements
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            15Item
                3. Quantitative and Qualitative Disclosures about Market
                Risk
            16Item
                4. Controls and Procedures
            16PART
                II - OTHER INFORMATION
            17Item
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibit
                and Reports on Form 8-K
            17




2





PART
      I -
      FINANCIAL INFORMATION





**Item
      1. Financial Statements (unaudited)**




**MIP
                  SOLUTIONS, INC.****(A
                  Development Stage Company)****BALANCE
                  SHEETS**
  June
                  30,
              
              December
                  31,2008
              
              2007**ASSETS**
              
              (unaudited)**CURRENT
                  ASSETS**Cash
              
              $
              6,593
              
              $
              14,816Prepaid
                  expenses
              
              
              3,811
              
              
              2,795Total
                  Current Assets
              
              
              10,404
              
              
              17,611**PROPERTY
                  AND EQUIPMENT, NET OF DEPRECIATION**
              
              
              9,942
              
              
              11,321**OTHER
                  ASSETS**License
              
              
              45,550
              
              
              45,550Patent
              
              
              17,500
              
              
              16,905Accumulated
                  amortization
              
              
              (3,098
              )
              
              (2,237
              )Total
                  Other Assets
              
              
              59,952
              
              
              60,218**TOTAL
                  ASSETS**
              
              $
              80,298
              
              $
              89,150**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              54,964
              
              $
              51,650Accrued
                  expense
              
              
              35,000
              
              
              35,000Accrued
                  interest
              
              
              6,490
              
              
              9,691Accrued
                  payroll
              
              
              20,900
              
              
              105,000Note
                  payable
              
              
              31,335
              
              
              67,060Note
                  payable - related party
              
              
              16,205
              
              
              16,905Common
                  stock to be issued
              
              
              45,750
              
              
              -Total
                  Current Liabilities
              
              
              210,644
              
              
              285,306**COMMITMENTS
                  AND CONTINGENCIES**
              
              
              -
              
              
              -**STOCKHOLDERS'
                  EQUITY**Common
                  stock, $0.001 par value; 50,000,000 sharesauthorized,
                  7,373,634 and 5,887,800 shares issuedand
                  outstanding, respectively
              
              
              7,374
              
              
              5,888Additional
                  paid-in capital
              
              
              1,632,623
              
              
              753,640Subscription
                  receivable
              
              
              -
              
              
              -Deficit
                  accumulated during the development stage
              
              
              (1,770,343
              )
              
              (955,684
              )Total
                  Stockholders' Deficit
              
              
              (130,346
              )
              
              (196,156
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              80,298
              
              $
              89,150
 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
            
            Three
                Months
            
            Six
                Months
            
            Six
                Months
            
            From
                DecemberEnded
            
            Ended
            
            Ended
            
            Ended
            
            19,
                2005June
                30,
            
            June
                30,
            
            June
                30,
            
            June
                30,
            
            (Inception)
                to2008
            
            2007
            
            2008
            
            2007
            
            June
                30, 2008(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)**REVENUES**
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -**OPERATING
                EXPENSES**Consulting
            
            
            174,189
            
            
            1,500
            
            
            603,849
            
            
            15,176
            
            
            374,534Depreciation
                and amortization
            
            
            1,127
            
            
            1,666
            
            
            2,239
            
            
            2,391
            
            
            5,911General
                and administrative
            
            
            29,840
            
            
            16,627
            
            
            52,840
            
            
            22,507
            
            
            97,607Professional
                fees
            
            
            15,685
            
            
            7,823
            
            
            43,359
            
            
            15,448
            
            
            240,250Research
                and development
            
            
            1,483
            
            
            1,015
            
            
            4,019
            
            
            4,806
            
            
            156,394Officers
                and directors fees
            
            
            45,000
            
            
            45,000
            
            
            90,000
            
            
            165,000
            
            
            300,000Option
                fee
            
            
            -
            
            
            -
            
            
            2,500
            
            
            -
            
            
            2,500Travel
                and meals
            
            
            2,449
            
            
            247
            
            
            3,009
            
            
            4,016
            
            
            29,225**TOTAL
                OPERATING EXPENSES**
            
            
            269,773
            
            
            73,878
            
            
            801,815
            
            
            229,344
            
            
            1,206,421**LOSS
                FROM OPERATIONS**
            
            
            (269,773
            )
            
            (73,878
            )
            
            (801,815
            )
            
            (229,344
            )
            
            (1,206,421
            )**OTHER
                INCOME (EXPENSE)**Interest
                expense
            
            
            (2,517
            )
            
            (749
            )
            
            (12,199
            )
            
            (1,495
            )
            
            (14,665
            )Loss
                on disposition of assets
            
            
            (645
            )
            
            -
            
            
            (645
            )
            
            -
            
            
            (7,533
            )**TOTAL
                OTHER INCOME**
            
            
            (3,162
            )
            
            (749
            )
            
            (12,844
            )
            
            (1,495
            )
            
            (22,198
            )**LOSS
                BEFORE TAXES**
            
            
            (272,935
            )
            
            (74,627
            )
            
            (814,659
            )
            
            (230,839
            )
            
            (1,228,619
            )**INCOME
                TAX EXPENSE**
            
            
            -
            
            
            -
            
            
            -
            
            
            -**NET
                LOSS**
            
            $
            (272,935
            )
            $
            (74,627
            )
            $
            (814,659
            )
            $
            (230,839
            )
            $
            (1,228,619
            )**NET
                LOSS PER COMMON SHARE,****BASIC
                AND DILUTED**
            
            $
            (0.04
            )
            $
            (0.01
            )
            $
            (0.12
            )
            $
            (0.04
            )**WEIGHTED
                AVERAGE NUMBER OF****COMMON
                STOCK SHARES****OUTSTANDING,
                BASIC AND DILUTED**
            
            
            6,966,878
            
            
            5,857,800
            
            
            6,623,856
            
            
            5,817,133


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**
 Six
                    Months
                
                Six
                    Months
                
                From
                    December
                  19,
                    2005Ended
                
                Ended
                
                (Inception)
                    toJune
                    30,
                
                June
                    30
                
                June
                    30,2008
                
                2007
                
                2008(unaudited)
                
                (unaudited)
                
                (unaudited)
  **CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (814,659
                )
                $
                (230,839
                )
                $
                (1,770,343
                )Adjustments
                    to reconcile net loss to net cash
                
                
                
                
                
                
                
                
                -provided
                    (used) by operating activities:
                
                
                
                
                
                
                
                
                -Depreciation
                    and amortization
                
                
                2,239
                
                
                2,391
                
                
                7,023Loss
                    on disposition of assets
                
                
                645
                
                
                -
                
                
                7,533Stock
                    issued for services
                
                
                543,569
                
                
                75,000
                
                
                718,569Stock
                    issued for payables
                
                
                -
                
                
                2,500
                
                
                2,500Decrease
                    (increase) in:
                
                
                
                
                
                
                
                
                -Refund
                    receivable
                
                
                -
                
                
                1,139
                
                
                -Receivable
                    from officer
                
                
                -
                
                
                (2,000
                )
                
                -Prepaid
                    expenses
                
                
                (1,016
                )
                
                4,785
                
                
                (3,811
                )Increase
                    (decrease) in:
                
                
                
                
                
                
                
                
                -Bank
                    overdraft payable
                
                
                -
                
                
                479
                
                
                -Accounts
                    payable
                
                
                3,315
                
                
                4,102
                
                
                54,964Accrued
                    expense
                
                
                -
                
                
                (15,000
                )
                
                35,000Accrued
                    interest
                
                
                10,799
                
                
                1,259
                
                
                20,490Accrued
                    payroll
                
                
                70,100
                
                
                30,500
                
                
                175,100Related
                    party payable
                
                
                (700
                )
                
                -
                
                
                16,205Common
                    stock to be issued
                
                
                45,750
                
                
                -
                
                
                45,750Net
                    cash provided (used) by operating activities
                
                
                (139,958
                )
                
                (125,684
                )
                
                (691,020
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Purchase
                    of equipment
                
                
                -
                
                
                (13,231
                )
                
                (20,755
                )Purchase
                    of license
                
                
                -
                
                
                -
                
                
                (45,000
                )Purchase
                    of patents
                
                
                (595
                )
                
                (1,250
                )
                
                (16,378
                )Purchase
                    of option
                
                
                -
                
                
                (2,500
                )
                
                -Sale
                    of asset
                
                
                9,555
                
                
                -
                
                
                9,555Net
                    cash provided (used) by investing activities
                
                
                8,960
                
                
                (16,981
                )
                
                (72,578
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Common
                    stock and warrants for cash
                
                
                88,500
                
                
                122,650
                
                
                666,510Collection
                    of subscriptions receivable
                
                
                -
                
                
                -
                
                
                2,346Proceeds
                    from note payable
                
                
                35,257
                
                
                7,855
                
                
                111,817Repayment
                    of note payable
                
                
                (982
                )
                
                -
                
                
                (10,482
                )Net
                    cash provided by financing activities
                
                
                122,775
                
                
                130,505
                
                
                770,191Net
                    increase (decrease) in cash and cash equivalents
                
                
                (8,223
                )
                
                (12,160
                )
                
                6,593**Cash,
                    beginning of period**
                
                
                14,816
                
                
                12,160
                
                
                -**Cash,
                    end of period**
                
                $
                6,593
                
                $
                -
                
                $
                6,593**SUPPLEMENTAL
                    CASH FLOW INFORMATION:**Interest
                    paid
                
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes paid
                
                $
                -
                
                $
                -
                
                $
                -**NON-CASH
                    TRANSACTIONS:**Common
                    stock issued for license
                
                $
                -
                
                $
                -
                
                $
                550Common
                    stock issued for patent
                
                $
                -
                
                $
                -
                
                $
                1,122Common
                    stock issued for note payable & accrued interest
                
                $
                84,000
                
                
                
                
                $
                84,000Common
                    stock issued for asset
                
                $
                10,200
                
                
                
                
                $
                10,200Common
                    stock issued for officers & directors fees
                
                $
                154,200
                
                
                
                
                $
                154,200
 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**
 **JUNE
          30, 2008**
  **NOTE
          1 - BASIS O** **F
          PRESENTATION**
  MIP
          Solutions, Inc, was incorporated on December 19, 2005 in the State of Nevada,
          and has been in the development stage since its formation.
 
 The
          principal business of the Company is the development of Molecularly Imprinted
          Polymers (“MIPs”) for various commercial applications relating to the removal of
          targeted molecules from water. The Company has various patents and a license
          agreement with The Johns Hopkins University Applied Physics Laboratory
          (JHU/APL)
          and is currently developing applications for the removal of arsenic from
          drinking water and for the extraction of precious metals from various mining
          operations.
 
 The
          foregoing unaudited interim financial statements have been prepared in
          accordance with generally accepted accounting principles for interim financial
          information. Accordingly, these financial statements do not include all
          of the
          disclosures required by generally accepted accounting principles in the
          United
          States of America for complete financial statements.  These unaudited
          interim financial statements should be read in conjunction with the Company’s
          audited financial statements for the year ended December 31, 2007.  In the
          opinion of management, the unaudited interim financial statements furnished
          herein includes all adjustments, all of which are of a normal recurring
          nature,
          necessary for a fair statement of the results for the interim period presented.
           Operating results for the three month period ended June 30, 2008 are not
          necessarily indicative of the results that may be expected for the year
          ending
          December 31, 2008.
  The
          preparation of financial statements in accordance with generally accepted
          accounting principles in the United States of America requires the use
          of
          estimates and assumptions that affect the reported amounts of assets and
          liabilities, disclosure of contingent assets and liabilities known to exist
          as
          of the date the financial statements are published, and the reported amounts
          of
          revenues and expenses during the reporting period.  Uncertainties with
          respect to such estimates and assumptions are inherent in the preparation
          of the
          Company’s financial statements; accordingly, it is possible that the actual
          results could differ from these estimates and assumptions and could have
          a
          material effect on the reported amounts of the Company’s financial position and
          results of operations.
 
 **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES**
 
 This
          summary of significant accounting policies of MIP Solutions, Inc. is presented
          to assist in understanding the Company’s financial statements. The financial
          statements and notes are representations of the Company’s management, which is
          responsible for their integrity and objectivity. These accounting policies
          conform to accounting principles generally accepted in the United States
          of America, and have been consistently applied in the preparation of the
          financial statements.
  6
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 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.
  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 1,889,100 warrants outstanding
          at
          June 30, 2008, they were not included in the calculation of earnings per
          share
          because they would have been considered anti-dilutive.
 
 Fair
          Value of Financial Instruments
 The
          Company's financial instruments as defined by Statement of Financial Accounting
          Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
          include cash, receivables, accounts payable and accrued expenses. All
          instruments are accounted for on a historical cost basis, which, due to
          the
          short maturity of these financial instruments, approximates fair value
          at June
          30, 2008.
 
 SFAS
          No.
          157, “Fair Value Measurements(“SFAS 157), define fair value, establishes a
          framework for measuring fair value in accordance with generally accepted
          accounting principles, and expands disclosures about fair value measurements.
          SFAS 157 establishes a three-tier fair value hierarchy which prioritizes
          the
          inputs used in measuring fair value as follows:
 Level
          1.
          Observable inputs such as quoted prices in active markets;
 Level
          2.
          Inputs, other than the quoted prices in active markets, that are observable
          either directly or indirectly; and
 Level
          3.
          Unobservable inputs in which there is little of no market data, which require
          the reporting entity to develop its own assumptions.
 
 The
          Company does not have any assets or liabilities measured at fair value
          on a
          recurring basis at June 30, 2008. The Company did not have any fair value
          adjustments for assets and liabilities measured at fair value on a nonrecurring
          basis during the three months ended June 30, 2008.
 
 7
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 Income
          Taxes
 Income
          taxes are provided based upon the liability method of accounting pursuant
          to
          Statement of Financial Accounting Standards No. 109, “Accounting for Income
          Taxes.” Under this approach, deferred income taxes are recorded to reflect the
          tax consequences in future years of differences between the tax basis of
          assets
          and liabilities and their financial reporting amounts at each year-end.
          A
          valuation allowance is recorded against deferred tax assets if management
          does
          not believe the Company has met the “more likely than not” standard imposed by
          SFAS No. 109 to allow recognition of such an asset.
  At
          June
          30, 2008 the Company had deferred tax assets calculated at an expected
          rate of
          34% of approximately $602,000 principally arising from net operating loss
          carryforwards for income tax purposes. As management of the Company cannot
          determine that it is more likely than not that the Company will realize
          the
          benefit of the deferred tax asset, a valuation allowance equal to the deferred
          tax asset has been established at June 30, 2008. The significant components
          of
          the deferred tax asset at June 30, 2008 and December 31, 2007 were as
          follows:
 
 June
                    30,
                  2008
                
                December 31,
                  2007Net
                    operating loss carryforward****
                
                $
                1,770,000
                
                $
                955,000Deferred
                    tax asset
                
                $
                602,000
                
                $
                324,800Deferred
                    tax asset valuation allowance
                
                
                (602,000
                )
                
                (324,800
                )Net
                    deferred tax asset
                
                $
                -
                
                $
                -
 
 At
          June
          30, 2008, the Company has net operating loss carryforwards of approximately
          $1,770,000, which expire in the years 2026-2028. The change in the allowance
          account from December 31, 2007 to June 30, 2008 was $277,200.
 
 Use
          of
          Estimates
 The
          process of preparing financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          the use
          of estimates and assumptions regarding certain types of assets, liabilities,
          revenues, and expenses. Such estimates primarily relate to unsettled
          transactions and events as of the date of the financial statements. Accordingly,
          upon settlement, actual results may differ from estimated amounts.
 
 Going
          Concern
 As
          shown
          in the accompanying financial statements, the Company had negative working
          capital and an accumulated deficit of $1,770,343 as of June 30, 2008. These
          factors raise substantial doubt about the Company’s ability to continue as a
          going concern. However, the Company is currently developing technology
          that, if
          successful, will mitigate these factors. The financial statements do not
          include
          any adjustments relating to the recoverability and classification of recorded
          assets, or the amounts and classification of liabilities that might be
          necessary
          in the event the company cannot continue in existence.
  8
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 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.
 
 Accounting
          Pronouncements
 In
          May,
          2008, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance
          Contracts—an interpretation of FASB Statement No. 60” (SFAS 163). This Statement
          requires that an insurance enterprise recognize a claim liability prior
          to an
          event of default (insured event) when there is evidence that credit
          deterioration has occurred in an insured financial obligation. This Statement
          also clarifies how Statement 60 applies to financial guarantee insurance
          contracts, including the recognition and measurement to be used to account
          for
          premium revenue and claim liabilities. Those clarifications will increase
          comparability in financial reporting of financial guarantee insurance contracts
          by insurance enterprises. This Statement requires expanded disclosures
          about
          financial guarantee insurance contracts. The accounting and disclosure
          requirements of the Statement will improve the quality of information provided
          to users of financial statements. This
          Statement is effective for financial statements issued for fiscal years
          beginning after December 15, 2008, and all interim periods within those
          fiscal
          years, except for some disclosures about the insurance enterprise’s
          risk-management activities. This Statement requires that disclosures about
          the
          risk-management activities of the insurance enterprise be effective for
          the
          first period (including interim periods) beginning after issuance of this
          Statement. Except for those disclosures, earlier application is not permitted. The
          adoption of this statement will have no material effect on the Company’s
          financial condition or results of operations.
  9
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 In
          May,
          2008, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting
          Principles” (SFAS No. 162). This
          Statement identifies the sources of accounting principles and the framework
          for
          selecting the principles to be used in the preparation of financial statements
          of nongovernmental entities that are presented in conformity with generally
          accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The
          sources of accounting principles1 that are generally accepted are categorized
          in
          descending order of authority as follows:
 
 a.
          FASB
          Statements of Financial Accounting Standards and Interpretations, FASB
          Statement
          133 Implementation Issues, FASB Staff Positions, and American Institute
          of
          Certified Public Accountants (AICPA) Accounting Research Bulletins and
          Accounting Principles Board Opinions that are not superseded by actions
          of the
          FASB
  b.
          FASB
          Technical Bulletins and, if cleared2 by the FASB, AICPA Industry Audit
          and
          Accounting Guides and Statements of Position
 
 c.
          AICPA
          Accounting Standards Executive Committee Practice Bulletins that have been
          cleared by the FASB, consensus positions of the FASB Emerging Issues Task
          Force
          (EITF), and the Topics discussed in Appendix D of *EITF
          Abstracts* (EITF
          D-Topics)
 
 d.
          Implementation guides (Q&As) published by the FASB staff, AICPA Accounting
          Interpretations, AICPA Industry Audit and Accounting Guides and Statements
          of
          Position not cleared by the FASB, and practices that are widely recognized
          and
          prevalent either generally or in the industry.
 
 The
          adoption of this statement will have no material effect on the Company’s
          financial condition or results of operations.
 
 10
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 In
          March
          2008, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 161, “Disclosures about Derivative Instruments and
          Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This
          statement changes the disclosure requirements for derivative instruments
          and
          hedging activities. Entities are required to provide enhanced disclosures
          about
          (a) how and why an entity uses derivative instruments, (b) how derivative
          instruments and related hedged items are accounted for under Statement
          133 and
          its related interpretations, and (c) how derivative instruments and related
          hedged items affect an entity’s financial position, financial performance, and
          cash flows. This Statement is intended to enhance the current disclosure
          framework in Statement 133. The Statement requires that objectives for
          using
          derivative instruments be disclosed in terms of underlying risk and accounting
          designation. This disclosure better conveys the purpose of derivative use
          in
          terms of the risks that the entity is intending to manage. Disclosing the
          fair
          values of derivative instruments and their gains and losses in a tabular
          format
          should provide a more complete picture of the location in an entity’s financial
          statements of both the derivative positions existing at period end and
          the
          effect of using derivatives during the reporting period. Disclosing information
          about credit-risk-related contingent features should provide information
          on the
          potential effect on an entity’s liquidity from using derivatives. Finally, this
          Statement requires cross-referencing within the footnotes, which should
          help
          users of financial statements locate important information about derivative
          instruments.
  **NOTE
          3 - PROPERTY AND EQUIPMENT**
 
 Property
          and equipment are stated at cost. Depreciation is provided using the
          straight-line method over the estimated useful lives of the assets. The
          useful
          lives of property, plant and equipment for purposes of computing depreciation
          are five to forty years. The following is a summary of property, equipment,
          and
          accumulated depreciation:
 
 June
                    30,
                  2008
                
                December 31,
                  2007Office
                    equipment
                
                $
                2,269
                
                $
                2,269Lab
                    Equipment
                
                
                11,598
                
                
                11,598Total
                    assets
                
                
                13,867
                
                
                13,867Less
                    accumulated depreciation
                
                
                (3,926
                )
                
                (2,546
                )$
                9,941
                
                $
                11,321
 
 Depreciation
          and amortization expense for the period ended June 30, 2008 and December
          31,
          2007 was $2,239 and $2,342, respectively. The Company evaluates the
          recoverability of property and equipment when events and circumstances
          indicate
          that such assets might be impaired. The Company determines impairment by
          comparing the undiscounted future cash flows estimated to be generated
          by these
          assets to their respective carrying amounts. Maintenance and repairs are
          expensed as incurred. Replacements and betterments are capitalized. The
          cost and
          related reserves of assets sold or retired are removed from the accounts,
          and
          any resulting gain or loss is reflected in results of operations.
  11
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 **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, 2008, the Company issued 675,000 shares of common
          stock for services valued at $407,000, 137,334 “units” for services valued at
          $136,569, 57,000 shares of common stock for the exercise of 57,000 warrants
          and
          cash of $28,500, 168,000 “units” for the payment of debt valued at $84,000,
          20,400 “units” for the purchase of an asset valued at $10,200, 308,400 “units”
for accrued payroll of $154,200, and 120,000 “units” for $60,000 in
          cash
 
 **NOTE
          5 - COMMITMENTS**
 
 Under
          the
          terms of the license agreement with The Johns Hopkins University, the Company
          is
          obligated to pay JHU/APL fees and/or royalties when they achieve certain
          milestones, related to annual net sales and total funds raised from external
          investors.
 
 During
          the quarter ended March 31, 2008, the Company signed a consulting agreement,
          with an individual, for the purpose of investor relations with terms of
          $3,000
          per month beginning July 15, 2008 and 250,000 shares of the Company’s common
          stock, 125,000 of which were issued during the current quarter and the
          other
          125,000 due September 2008. During the quarter ended June 30, 2008 this
          contract
          was rescinded and no balance is due.
 
 Additionally,
          the Company signed a consulting agreement with Global Media Partners, the
          terms
          being 300,000 shares of the Company’s common stock, which was issued during the
          current quarter, and $25,000 in cash to be paid. $10,000 was paid in April
          2008,
          and $15,000 to be invoiced and paid with in thirty days of receipt. These shares
          of common stock are deemed to be restricted securities.
 
 During
          the quarter ended June 30, 2008 the company entered into a consulting agreement
          with an individual, for the purposes of evaluation the Company and consulting
          to
          the Board of Directors with the potential of becoming CEO, with terms of
          $5,000
          per month for a period of six months.
  12
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 **NOTE
          6 - NOTES PAYABLE**
 
 The
          Company issued a promissory note, for a total of $20,000 on October 25,
          2006.
          The note bears interest at the rate of 1% per month. As of June 30, 2008,
          related interest of $4,388 has been accrued and expensed, respectively.
          The note
          is payable on demand six months from issuance.
 
 The
          Company issued a promissory note, for a total of $8,076 on March 9, 2007.
          The
          note bears interest at the rate of 8% per year. As of June 30, 2008, related
          interest of $551 has been expensed.
 
 The
          Company issued a promissory note, for a total of $40,000 on December 14,
          2007.
          The note is due 90 days from the date of the note, with interest of $6,000.
          On
          March 7, 2008, the company negotiated a new note for the outstanding principal
          and interest balance, which is due 60 days from the date of the note, with
          interest of $4,000. This note was converted into 100,000 “units” as of May 6,
          2008. See Note 8
 
 The
          Company issued a promissory note, for a total of $20,000 on January 11,
          2008.
          The note is due 90 days from the date of the note, with interest of $3,000.
          This
          note was converted into 46,000 “units” as of May 1, 2008. See Note
          8
 
 The
          Company issued a promissory note, for a total of $10,000 on January 24,
          2008.
          The note is due 120 days from the date of the note, with interest of $1,000.
          This note was converted to 22,000 “units” on May 27, 2008.
 
 The
          Company issued a promissory note, for a total of $5,000 on January 24,
          2008. The
          note is due 30 days from the date of the note, with interest of $500. If
          the
          note is not paid within 10 days of the due date a $100 penalty will be
          charged,
          and interest of 1% will begin to accrued on the principal and accrued
          interest.
 
 **NOTE
          7 - RELATED PARTY TRANSACTIONS**
 
 During
          the year ended December 31, 2006, an officer and director of the Company
          advanced $100 to open up a bank account on behalf of the Company. As of
          June 30,
          2008, the Company has reimbursed the officer for this cash
          advance..
 
 During
          the year ended December 31, 2007, the Company advanced to one of its officers
          a
          total of $27,000. Because the transactions occurred while the Company was
          still
          private, it was not subject to the Sarbanes-Oxley Act of 2002, and therefore,
          was not prohibited. The officer repaid $12,000 of the loaned amount and
          the
          remaining receivable was fully satisfied through payroll
          deductions.
 
 The
          Company issued a promissory note to one of its officers, for a total of
          $5,000
          on July 11, 2007. The note bears interest at a rate of 1% per month for
          twelve
          months, 11⁄2% for the next six months and then increases by 1⁄2 % ever six months
          thereafter. The note is payable on demand six months from issuance. As
          of June
          30, 2008, related interest of $625 has been accrued and expensed,
          respectively.
  13
 **MIP
            SOLUTIONS, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE FINANCIAL STATEMENTS**
 **JUNE
            30, 2008**
 The
          Company issued a promissory note to one of its directors, for a total of
          $10,000
          on August 24, 2007. An additional $1,000 was added to this note on October
          18,
          2007. The note bears interest at a rate of 1% per month for twelve months,
          11⁄2%
          for the next six months and then increases by 1⁄2 % ever six months thereafter.
          The note is payable on demand six months from issuance. As of June30, 2008,
          related interest of $977 has been accrued and expensed,
          respectively.
  **NOTE
          8-SUBSEQUENT EVENTS**
 
 On
          July
          1, 2008 the Company issued 100,000 restricted common shares and 100,000
          stock
          purchase warrants exercisable at $.50 per share for a period of three years
          to
          The Johns Hopkins University Applied Physics Laboratory (JHU/APL) per Amendment
          #3 of the License Agreement between the Company and JHU/APL.
 
 On
          July
          1, 2008 the Company issued 10,000 restricted common shares, valued at $5000
          under the terms of a Consulting Agreement. See Note 5.
 
 The
          Board
          of Directors approved the engagement of Freedom Investors Corp., a FINRA
          member
          firm, as a Placement Agent for its subscription offering dated April 15,
          2008
          and filed an amended FORM D Notice of Sale with the SEC effective July
          9, 2008.
          The Company issued 25,000 restricted common shares for this engagement
          on July
          2, 2008. In addition Freedom shall
          receive (i) cash commissions in an amount equal to 10%, (ii) a cash
          non-accountable expense allowance equal to 3%, and (iii) common stock purchase
          warrants exercisable into the Company’s common stock, .001 par value, at $.40
          per share for a period of two (2) years equal to 7%, in each case calculated
          based upon the aggregate purchase price paid for Units sold by
          Freedom.
 
 Subsequent
          to June 30, 2008 100,000 “units”, consisting of one share and one warrant to
          purchase one share of common stock, were issued for $50,000 in cash to
          accredited investors.
 
 On
          July
          28, 2008 the Board of Directors approved hiring Rocky Arnold as President
          and
          CEO effective 9-1-2008 contingent upon a favorable review of a background
          check
          and successful negotiations with the compensation committee with regard
          to the
          final terms of an employment agreement
 
 On
          July
          28, 2008 the Board of Directors authorized management to hire another IR
          consultant at its discretion for no more than 125,000 shares of common
          stock (up
          to 1⁄2 fully registered and free trading shares. Company acknowledges that it
          will
          determine if consultant can be paid under the S8 registration process.
          If
          Company determines the S8 registration is not available for consultant
          then
          Company agrees consultant may receive free trading shares by a third party,
          non
          affiliate or insider of Company) and no more than 100,000 stock purchase
          warrants with an exercise price of $.50 with a term of no more than 3
          years.





14





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





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





Cautionary
      Note Regarding Forward-Looking Information





This
      quarterly report on Form 10-Q includes “forward-looking statements” within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Rule
      175
      promulgated thereunder, and Section 21E of the Securities Exchange Act of
      1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent
      risks and uncertainties.  Any statements about our expectations, beliefs,
      plans, objectives, strategies or future events or performance constitute
      forward-looking statements.  These statements are often, but not always,
      made through the use of words or phrases such as "anticipate," "estimate,"
      "plan," "project," "continuing," "ongoing," "expect," "believe," "intend" and
      similar words or phrases.  Accordingly, these statements involve estimates,
      assumptions and uncertainties that could cause actual results to differ
      materially from those expressed or implied in them.  All forward-looking
      statements are qualified in their entirety by reference to the risk factors
      discussed in our Annual Report on Form 10-K for the year ended December 31,
      2006.  Among the key factors that could cause actual results to differ
      materially from the forward-looking statements are the following:





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





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





§
            our
                need and ability to raise sufficient additional
                capital;





§
            ineffective
                internal operational and financial control
                systems;





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





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





§
            our
                limited operating history and continued
                losses;





§
            restrictions
                contained in our outstanding convertible
                notes;





§
            rapid
                technological change;





§
            uncertainty
                of intellectual property
                protection;





§
            potential
                infringement on the intellectual property rights of
                others;





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





§
            extreme
                price fluctuations in our common
                stock;





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





§
            general
                economic and market conditions;





§
            future
                shareholder dilution; and





§
            absence
                of dividends.





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





15


**Executive
      Overview**





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





In
      the
      period ending June 30, 2008 our current liabilities decreased $74,662 to
      $210,644 from $285,306, our accumulated deficit increased $814,659 from $955,684
      to $1,770,343 and, our stockholders deficit decreased $65,810 from $196,156
      to
      130,346 from the year ended December 31, 2007. The decrease in current
      liabilities, increase of accumulated deficit, and decrease of stockholders
      deficit was primarily caused by the issuance of 675,000 shares of common stock
      for services valued at $407,000, 137,334 “units” (described below) for services
      valued at $136,569, 57,000 shares of common stock for the exercise of 57,000
      warrants and cash of $28,500, 168,000 “units” for the payment of debt valued at
      $84,000, 20,400 “units” for the purchase of an asset valued at $10,200, 308,400
“units” for accrued payroll of $154,200, and 120,000 “units” for $60,000 in
      cash. These items also contributed to operating expenses increasing $630,551
      from $171,264 in the period ended June 30, 2007 to $801,815 for the period
      ended
      June 30, 2008.





As
      noted
      below under Item 2, the Company is currently accepting subscriptions for “units’
consisting of one common share (.001 par value) and one common stock purchase
      warrant to purchase an additional common share (.001 par value) for $.50 per
      unit through it’s private placement offering of securities pursuant to Rule 506
      of Regulation D approved at a meeting of the Board of Directors on April 15,
      2008. Should the company be unable to continue to raise sufficient capital
      through the private placement of it securities then it is unlikely that will
      be
      able to continue as a going concern unless it is able to borrow capital form
      shareholders or financial institutions which is unlikely.





**Item
      3.  Quantitative and Qualitative Disclosures about Market Risk**





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





**Item
      4. Controls and Procedures**





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




**Changes
      in Internal Controls.**





There
      have been no material changes in internal control over financial reporting
      during the quarter ended June 30, 2008.





16








PART
      II -
      OTHER INFORMATION





**Item
      1. Legal Proceedings**





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





**Item
      1A.   Risk Factors**





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





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





As
      of
      July 22, 2008 the Company has accepted subscriptions for $382,900 worth of
      subscriptions for “units’ consisting of one common share (.001 par value) and
      one common stock purchase warrant to purchase an additional common share (.001
      par value) for $.50 per unit in it’s private placement of securities pursuant to
      Rule 506 of Regulation D approved at a meeting of the Board of Directors on
      April 15, 2008 in the form of cash, conversion of promissory Notes and accrued
      salary, and in exchange for services.





**Item
      3.    Defaults Upon Senior Securities**





None.





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





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





**Item
      5. Other Information**





None.





**Item
      6. Exhibits**





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





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





MIP
      Solutions, Inc.


Dated:
                August 14, 2008
            /s/
                Jeff Lamberson
            
            /s/
                Edward HuntonJeff
                Lamberson
              Principal
                Executive Officer
            
            Edward
                Hunton
              Principal
                Financial Officer





17