OMB APPROVALOMB Number: 3235-0416
Expires: January 31, 2013
Estimated average burden
hours per response   187.2


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 March 31, 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 May 19, 2011, 20,419,115 shares of the Companys common stock were issued and outstanding.



2



---





MIP SOLUTIONS, INC.

FORM 10-Q

For the Quarter Ended March 31, 2011



TABLE OF CONTENTS











PART I - FINANCIAL INFORMATION

2

ITEM 1.   FINANCIAL STATEMENTS

2

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

7

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

9

ITEM 4.  CONTROLS AND PROCEDURES

9

PART II

10

ITEM 1.LEGAL PROCEEDINGS

10

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

10

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

10

ITEM 4.REMOVED AND RESERVED

10

ITEM 5.OTHER INFORMATION

10

ITEM 6.EXHIBITS

10

SIGNATURES

11























2



---





PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS



|                                        |                                                      |                             |                           |           |             |           |             
|--------------------------------------- | ---------------------------------------------------- | --------------------------- | ------------------------- | --------- | ----------- | --------- | ------------
|MIP SOLUTIONS, INC.                     |                                                      |                             |                           |          
|(A Development Stage Company)           |                                                      |                             |                           |          
|BALANCE SHEETS                          |                                                      |                             |                           |          
|                                        |                                                      |                             |                           |           |             |           |             
|                                        |                                                      |                             |                           |           | March 31    |           | December 31,
|                                        |                                                      |                             |                           |           | 2011        |           | 2010        
|                                        |                                                      |                             |                           |           | (unaudited) |           |             
|ASSETS                                  |                                                      |                             |                           |           |             |          
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | CURRENT ASSETS                                       |                             |                           |           |            
|                                        |                                                      | Cash                        |                           | $         | -           | $         | -           
|                                        |                                                      | Prepaid expenses            |                           | 18        |             | 18       
|                                        |                                                      |                             | Total Current Assets      |           | 18          |           | 18          
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | PROPERTY AND EQUIPMENT, NET OF DEPRECIATION          |                             | 271                       |           | 328        
|                                        |                                                      |                             |                           |           |             |           |             
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | TOTAL ASSETS                                         | $                           | 289                       | $         | 346        
|                                        |                                                      |                             |                           |           |             |           |             
|LIABILITIES AND STOCKHOLDERS' (DEFICIT) |                                                      |                             |                           |          
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | CURRENT LIABILITIES                                  |                             |                           |           |            
|                                        |                                                      | Accounts payable            | $                         | 58,964    | $           | 57,829   
|                                        |                                                      | Accrued interest            |                           | 3,404     |             | 3,404    
|                                        |                                                      | Note payable                |                           | 29,390    |             | 28,414   
|                                        |                                                      | Common stock to be issued   |                           | 59,045    |             | 59,045   
|                                        |                                                      |                             | Total Current Liabilities |           | 150,803     |           | 148,692     
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | COMMITMENTS AND CONTINGENCIES                        |                             | -                         |           | -          
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | STOCKHOLDERS' (DEFICIT)                              |                             |                           |           |            
|                                        | Common stock, $0.001 par value; 50,000,000 shares    |                             |                           |           |            
|                                        | authorized, 20,419,115 shares issued and outstanding |                             | 20,420                    |           | 20,420     
|                                        | Additional paid-in capital                           |                             | 2,974,125                 |           | 2,974,125  
|                                        | Deficit accumulated during the development stage     |                             | (3,145,059)               |           | (3,142,891)
|                                        |                                                      | Total Stockholders' Deficit |                           | (150,514) |             | (148,346)
|                                        |                                                      |                             |                           |           |             |           |             
|                                        | TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)        | $                           | 289                       | $         | 346        



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



2



---



|                              |                                |                              |         |            |                    |            |             |           |                                                     
|----------------------------- | ------------------------------ | ---------------------------- | ------- | ---------- | ------------------ | ---------- | ----------- | --------- | ----------------------------------------------------
|MIP SOLUTIONS, INC.           |                                |                              |         |            |                    |            |            
|(A Development Stage Company) |                                |                              |         |            |                    |            |            
|STATEMENTS OF OPERATIONS      |                                |                              |         |            |                    |            |            
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|                              |                                |                              |         |            |                    |            |             |           | From December 19, 2005 (Inception) to March 31, 2011
|                              |                                |                              |         |            | Three Months Ended |           
|                              |                                |                              |         |            | March 31           |            | March 31    |          
|                              |                                |                              |         |            | 2011               |            | 2010        |          
|                              |                                |                              |         |            | (unaudited)        |            | (unaudited) |           | (unaudited)                                         
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|REVENUES                      |                                | $                            | -       | $          | -                  | $          | -          
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|OPERATING EXPENSES            |                                |                              |         |            |                    |            |            
|                              | Consulting                     |                              |         | -          |                    | 28,800     |             | 1,260,275
|                              | Depreciation and amortization  |                              |         | 57         |                    | 83         |             | 57,364   
|                              | General and administrative     |                              |         | 1,254      |                    | 1,157      |             | 198,639  
|                              | Professional fees              |                              |         | 857        |                    | 10,407     |             | 421,505  
|                              | Research and development       |                              |         | -          |                    | -          |             | 186,468  
|                              | Officers and directors fees    |                              |         | -          |                    | 30,000     |             | 658,575  
|                              | Option fee                     |                              |         | -          |                    | -          |             | 5,000    
|                              | Travel and meals               |                              |         | -          |                    | 888        |             | 46,372   
|                              | Royalty expense                |                              |         | -          |                    | 30,000     |             | 100,000  
|                              | Lease termination expense      |                              |         | -          |                    | -          |             | 178,687  
|                              | Buyout provision expense       |                              |         | -          |                    | 18,750     |             | 37,500   
|                              |                                | TOTAL OPERATING EXPENSES     |         |            | 2,168              |            | 120,085     |           | 3,150,385                                           
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|LOSS FROM OPERATIONS          |                                |                              | (2,168) |            | (120,085)          |            | (3,150,385)
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|OTHER INCOME (EXPENSE)        |                                |                              |         |            |                    |            |            
|                              | Other income                   |                              |         | -          |                    | -          |             | 192      
|                              | Interest expense               |                              |         | -          |                    | (29,143)   |             | (106,796)
|                              | Loss on disposition of assets  |                              |         | -          |                    | -          |             | (7,619)  
|                              | Loss on impairment of assets   |                              |         | -          |                    | -          |             | (125,731)
|                              | Forgiveness of debt            |                              |         | -          |                    | -          |             | 245,280  
|                              |                                | TOTAL OTHER INCOME (EXPENSE) |         | -          |                    | (29,143)   |             | 5,326    
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|LOSS BEFORE TAXES             |                                |                              | (2,168) |            | (149,228)          |            | (3,145,059)
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|INCOME TAX EXPENSE            |                                |                              | -       |            | -                  |            |            
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|NET LOSS                      |                                | $                            | (2,168) | $          | (149,228)          | $          | (3,145,059)
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|NET LOSS PER COMMON SHARE,    |                                |                              |         |            |                    |            |            
|                              | BASIC AND DILUTED              |                              | $       | nil        | $                  | (0.01)     |             |          
|                              |                                |                              |         |            |                    |            |             |           |                                                     
|WEIGHTED AVERAGE NUMBER OF    |                                |                              |         |            |                    |            |            
|                              | COMMON  SHARES                 |                              |         |            |                    |            |             |          
|                              | OUTSTANDING, BASIC AND DILUTED |                              |         | 20,419,115 |                    | 12,409,721 |             |          
|                              |                                |                              |         |            |                    |            |             |           |                                                     







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



2



---



|                                                     |                                                         |                                          |                                                    |   |           |                    |             |                                                      |                                                         |             | 
|---------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------- | -------------------------------------------------- | - | --------- | ------------------ | ----------- | ---------------------------------------------------- | ------------------------------------------------------- | ----------- | 
|MIP SOLUTIONS, INC.                                  |                                                         |                                          |                                                    |   |           |                    |            
|(A Development Stage Company)                        |                                                         |                                          |                                                    |   |           |                    |            
|STATEMENTS OF CASH FLOWS                             |                                                         |                                          |                                                    |   |           |                    |            
|                                                     |                                                         |                                          |                                                    |   |           |                    |             |                                                      |                                                         |             | 
|                                                     |                                                         |                                          |                                                    |   |           | Three Months Ended |             | From December 19, 2005 (Inception) to March 31, 2011 | From December 19, 2005 (Inception) to December 31, 2010
|                                                     |                                                         |                                          |                                                    |   |           | March 31,          |             | March 31                                             |                                                        
|                                                     |                                                         |                                          |                                                    |   |           | 2011               |             | 2010                                                 |                                                        
|                                                     |                                                         |                                          |                                                    |   |           | (unaudited)        |             | (unaudited)                                          |                                                         | (unaudited) | 
|                                                     |                                                         |                                          |                                                    |   |           |                    |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                    |            
|                                                     | Net loss                                                | $                                        | (2,168)                                            | $ | (149,228) | $                  | (3,145,059) | (3,142,891)                                         
|                                                     | Adjustments to reconcile net loss to net cash           |                                          |                                                    |   |           |                    |             |                                                     
|                                                     |                                                         | provided (used) by operating activities: |                                                    |   |           |                    |             |                                                      |                                                        
|                                                     |                                                         |                                          | Depreciation and amortization                      |   | 57        |                    | 83          |                                                      | 57,364                                                  | 57,307     
|                                                     |                                                         |                                          | Loss on disposition of assets                      |   | -         |                    | -           |                                                      | 7,619                                                   | 7,619      
|                                                     |                                                         |                                          | Loss on impairment of assets                       |   | -         |                    | -           |                                                      | 125,731                                                 | 125,731    
|                                                     |                                                         |                                          | Common stock and warrants issued for services      |   | -         |                    | 28,800      |                                                      | 1,139,504                                               | 1,139,504  
|                                                     |                                                         |                                          | Interest expense for beneficial conversion feature |   | -         |                    | -           |                                                      | 1,087                                                   | 1,087      
|                                                     |                                                         |                                          | Common stock issued for payables                   |   | -         |                    | -           |                                                      | 130,732                                                 | 130,732    
|                                                     |                                                         |                                          | Forgiveness of debt                                |   | -         |                    | -           |                                                      | (245,280)                                               | (245,280)  
|                                                     |                                                         |                                          | Financing expense                                  |   | -         |                    | 28,000      |                                                      | 28,000                                                  | 28,000     
|                                                     |                                                         | Decrease (increase) in:                  |                                                    |   |           |                    |             | -                                                    |                                                        
|                                                     |                                                         |                                          | Prepaid expenses                                   |   | -         |                    | -           |                                                      | (18)                                                    | (18)       
|                                                     |                                                         | Increase (decrease) in:                  |                                                    |   |           |                    |             | -                                                    |                                                        
|                                                     |                                                         |                                          | License fee payable                                |   | -         |                    | -           |                                                      | (80,000)                                                | (80,000)   
|                                                     |                                                         |                                          | Accounts payable                                   |   | 1,135     |                    | (15,538)    |                                                      | 287,310                                                 | 286,175    
|                                                     |                                                         |                                          | Accrued expense                                    |   | -         |                    | -           |                                                      | 45,000                                                  | 45,000     
|                                                     |                                                         |                                          | Accrued interest                                   |   | -         |                    | 1,143       |                                                      | 32,396                                                  | 32,396     
|                                                     |                                                         |                                          | Accrued payroll                                    |   | -         |                    | 30,000      |                                                      | 413,622                                                 | 413,622    
|                                                     |                                                         |                                          | Related party payable                              |   | -         |                    | -           |                                                      | 44,009                                                  | 44,009     
|                                                     |                                                         |                                          | Buyout provision payable                           |   | -         |                    | 18,750      |                                                      | 18,750                                                  | 18,750     
|                                                     |                                                         |                                          | Royalty payable                                    |   | -         |                    | 30,000      |                                                      | 80,000                                                  | 80,000     
|                                                     |                                                         |                                          | Debt discount                                      |   | -         |                    | -           |                                                      | 11,956                                                  | 11,956     
|                                                     |                                                         |                                          | Common stock to be issued                          |   | -         |                    | -           |                                                      | 41,045                                                  | 41,045     
|                                                     | Net cash provided (used) by operating activities        |                                          | (976)                                              |   | (27,990)  |                    | (1,006,232) | (1,005,256)                                         
|                                                     |                                                         |                                          |                                                    |   |           |                    |             |                                                      |                                                         |             | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                    |            
|                                                     | Purchase of equipment                                   |                                          | -                                                  |   | -         |                    | (20,755)    | (20,755)                                            
|                                                     | Purchase of license                                     |                                          | -                                                  |   | -         |                    | (65,000)    | (65,000)                                            
|                                                     | Purchase of patents                                     |                                          | -                                                  |   | -         |                    | (29,972)    | (29,972)                                            
|                                                     | Sale of asset                                           |                                          |                                                    | - |           | -                  |             | 9,960                                                | 9,960                                                  
|                                                     | Net cash provided (used) by investing activities        |                                          | -                                                  |   | -         |                    | (105,767)   | (105,767)                                           
|                                                     |                                                         |                                          |                                                    |   |           |                    |             |                                                      |                                                         |             | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                         |                                          |                                                    |   |           |                    |            
|                                                     | Common stock and warrants for cash, net of fees         |                                          | -                                                  |   | -         |                    | 787,676     | 787,676                                             
|                                                     | Warrants issued for financing expense                   |                                          | -                                                  |   | -         |                    | 15,549      | 15,549                                              
|                                                     | Proceeds from note payable                              |                                          | 976                                                |   | 27,990    |                    | 359,127     | 358,151                                             
|                                                     | Repayment of note payable                               |                                          | -                                                  |   | -         |                    | (50,353)    | (50,353)                                            
|                                                     | Net cash provided by financing activities               |                                          | 976                                                |   | 27,990    |                    | 1,111,999   | 1,111,023                                           
|                                                     |                                                         |                                          |                                                    |   |           |                    |             |                                                      |                                                         |             | 
|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 FINANCING AND INVESTING ACTIVITIES          |                                                         |                                          |                                                    |   |           |                    |            
|                                                     | Equipment issued for accounts payable                   | $                                        | -                                                  | $ | -         | $                  | 7,372       | 7372                                                
|                                                     | Common stock issued for license                         | $                                        | -                                                  | $ | -         | $                  | 550         | 550                                                 
|                                                     | Common stock issued for patent                          | $                                        | -                                                  | $ | -         | $                  | 1,122       | 1,122                                               
|                                                     | Common stock issued for note payable & accrued interest | $                                        | -                                                  | $ | 40,000    | $                  | 329,800     | 329800                                              
|                                                     | Common stock issued for asset                           | $                                        | -                                                  | $ | -         | $                  | 60,200      | 60200                                               
|                                                     | Common stock issued for accounts payable                | $                                        | -                                                  | $ | -         | $                  | 34,480      | 34480                                               
|                                                     | Common stock issued for accrued expense                 | $                                        | -                                                  | $ | -         | $                  | 45,000      | 45000                                               
|                                                     | Common stock issued for note payable - related party    | $                                        | -                                                  | $ | -         | $                  | 28,009      | 28009                                               



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



2



---

MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

MARCH 31, 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 includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.



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 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.

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.





2



---

MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

MARCH 31, 2011







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 March 31, 2011 and December 31, 2010 are as follows:



|                                       |                   |  |                  
|-------------------------------------- | ----------------- |  | -----------------
|                                       | March 31,         |  | December 31,     
|2011                                   | 2010             
|Net operating loss carryforward        | $     3,020,100   |  | $     3,018,000  
|                                       |                   |  |                  
|Deferred tax asset                     | $     1,026,860   |  | $     1,026,200  
|Deferred tax asset valuation allowance | (1,026,860)       |  | (1,026,200)      
|Net deferred tax asset                 | $               - |  | $               -



At March 31, 2011, the Company has net operating loss carryforwards of approximately $3,020,100 which expire in the years 2026-2031.  The change in the allowance account from December 31, 2010 to March 31, 2011 was $660.



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 $3,145,059 as of March 31, 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 its outstanding debt to 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.





3



---

MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

MARCH 31, 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 to forty years. The following is a summary of property, equipment, and accumulated depreciation:



|                              |  |  |                     |  |                    
|----------------------------- |  |  | ------------------- |  | -------------------
|                              |  |  | March 31,
2011      |  | December 31, 2010  
|Office equipment              |  |  | $             1,779 |  | $             1,779
|Total assets                  |  |  | 1,779               |  | 1,779              
|Less accumulated depreciation |  |  | (1,508)             |  | (1,451)            
|                              |  |  | $               271 |  | $               328



Depreciation and amortization expense for the period ended March 31, 2011 and March  31, 2010 was $57 and $83, 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 March 31, 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)



On March 17, 2009, the Company entered into a consulting agreement with William R. Wilson to develop mining prospects in Nevada, Colorado and Utah for $2,500 per month plus expenses. This contract was terminated and all amounts owing were paid with 64,302 shares of common stock as of December 31, 2010.



On September 24, 2009, the Company entered into a consulting agreement with Peter Heumann to act as interim CEO for a period of six months for $5,000 per month plus expenses capped at $200, and 1,000,000 shares of stock, valued at $80,000.  This contract was cancelled in November 2009 and an agreement signed to settle the contract with 100,000 shares of common stock valued at $10,000 on December 1, 2010





4



---

MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

MARCH 31, 2011







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 $.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.



On May 14, 2009 the Company issued a $25,000 Promissory Note with annual interest of 7% and a conversion price of $.05 per share to an existing shareholder. This note is secured by all assets of the company. This note was converted into common stock on September 7, 2010.



On June 30, 2009 the Company issued a $5,000 Promissory Note with annual interest of 7% and a conversion price of $.05 per share to an existing shareholder. This note was converted into common stock on August 23, 2010.



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 $2500 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 and is included in interest expense in the financial statements.





5



---

MIP SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

MARCH 31, 2011







NOTE 8 - SUBSEQUENT EVENTS



On April 26, 2011 the Board of Directors recommended to the shareholders of MIPSolutions to:



1. Change its name from MIP Solutions, Inc. to AWG International Water Corporation.



2. Increase the authorized number of shares of our common stock from 50,000,000 shares to 500,000,000 shares of common stock, par value $0.001.



3. Alter the authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share, for which the directors of the Corporation may fix and determine the designations, rights, preferences or other variation so each class or series within each class of the Preferred Shares.



4. Amend the Corporation's Bylaws to replace them in their entirety with new Bylaws, previously circulated to the board of directors.



The Company is continuing to tally the Shareholder Consent forms at the time of the filing of this document.



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





































6



---







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 March 31, 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.  In addition to pursuing opportunities related to our MIP Technology, 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 therefore; 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.  In addition we intend to close the transaction with AWG International outlined as Exhibit 2.1 entitled SHARE EXCHANGE AGREEMENT of the 8-K filed June 10, 2010.



7



---







Results of Operations for the Quarter Ended March 31, 2011 and March 31, 2010



Net Sales



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



Net Loss



The Company had a net loss of $2,168 for the quarter ended March 31, 2011 compared to a net loss of $149,228 for the quarter ended March 31, 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 $2,168 for the quarter ended March 31, 2011 compared to total operating expenses of $120,085 for the quarter ended March 31, 2010.



Consulting expenses decreased $28,800 from $28,800 to $0 primarily due to lack of need for consultants.





Interest Expense



The Company recorded a decrease in interest expense of $29,143 from interest of $0 for the quarter ending March 31, 2011 compared to $29,143 in March 31, 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 March 31, 2011, the Company had no cash, total current assets of $18, total current liabilities of $150,803 and total stockholders' deficit of $150,514 compared to current liabilities of $148,692 and total stockholders' deficit of $148,346 for the period ending December 31, 2010.



Going Concern

As shown in the accompanying financial statements and more fully detailed in our 2010 Annual Report on Form 10-K, we have incurred significant losses since inception and have not generated any revenues to date.  The future of our company is dependent upon our ability to obtain sufficient financing and upon achieving future profitable operations.  These factors, among others, raise substantial doubt about our companys ability to continue as a going concern.  The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.







8



---





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.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Not required for smaller reporting companies.





ITEM 4.  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



In connection with the preparation of this quarterly report on Form 10-Q, an ealuation was carried out bt the companys management, with the participation of the companys President otf the effectiveness of the Companys disclosure controls and procedures (as defined in 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 the SEC rules and forms and that such information is accumulated and communicated to management, including the President, to allow timely decisions regarding required disclosures.  Based on its evaluation, and in light of the previously-identified material weakness in internal control over financial reporting, as of December 31, 2010, described in the 2010 Annual Report on Form 10-K, The companys President  concluded that, as of March 31, 2011 the companys disclosure controls and procedures were not effective.





Changes in Internal Control over Financial Reporting



There have been no changes in the Companys internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  There has been no progress towards remediating our previously disclosed material weakness due to the lack of funding.





9



---









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 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





10



---







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:  May 19, 2011



MIP Solutions, Inc.

(Registrant)



/s/ Gary McDonald

/s/ Jeffrey Lamberson

By:________________________________

________________________________

Gary McDonald

Jeffrey Lamberson

Chief Executive Officer

President, Chief Financial Officer

Principal Accounting Officer











11