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 March 31, 2009
 
 Commission
File Number: 333-141927
  MIPSOLUTIONS,
INC.
 (Exact
Name of Issuer as Specified in Its Charter)
  Nevada
                  4941
                  20-4047619State
      of Incorporation
                  Primary
      Standard Industrial
                  I.R.S.
      EmployerClassification
      Code Number
                  Identification
      No.
  2130
East Bidwell Street
 Folsom,
CA 95630
 509-209-3235
 (Address and Telephone
Number of Issuer's Principal Executive Offices)
 
 Laughlin
Associates, Inc.
 2533
N. Carson Street
 Carson
City, NV 89706
 Telephone
(775) 883-8484  ext 202
 (Name,
Address, and Telephone Number of Agent for Service)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x 
No  ̈
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 YES  ̈ 
NO x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 Large accelerated
filer ̈               Accelerated
filer ̈Non-accelerated
filer     ̈      (Do
not check if a smaller reporting company)  Smaller reporting
company x
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
  Indicate
the number of shares outstanding of each of the issuer's classes of common stock
at the latest practicable date. As of May 11, 2009, the Registrant had
8,923,996 shares outstanding of its common stock.
 
 SEC
      1296 (02-08)
                    Potential
      persons who are to respond to the collection of information contained in
      this form are not required to respond unless the form displays a currently
      valid OMB control
number.
  
 
 TABLE OF
CONTENTS
  PAGEPART
      I - FINANCIAL INFORMATION
                    3Item
      1. Financial Statements – Unaudited
                    3Balance
      Sheets
                    3Statements
      of Operations
                    4Statements
      of Cash Flows
                    5Notes
      to Financial Statements
                    6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                    11Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risk
                    12Item
      4. Controls and Procedures
                    13PART
      II - OTHER INFORMATION
                    13Item
      1. Legal Proceedings
                    13Item
      1A. Risk Factors
                    13Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                    13Item
      3. Defaults Upon Senior Securities
                    13Item
      4. Submission of Matters to a Vote of Security Holders
                    13Item
      5. Other Information
                    14Item
      6. Exhibits
                    14
 2
  PART I -
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
(unaudited)
 
 MIP
      SOLUTIONS, INC.(A
      Development Stage Company)BALANCE
      SHEETS
  March
      31,
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    December
      31,2009
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    2008ASSETS
                                                                                                                                                    
                                                                                                                                                    (unaudited)CURRENT
      ASSETSCash
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    5,683
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    58Prepaid
      expenses
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    18
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    18Total
      Current Assets
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,701
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    76PROPERTY
      AND EQUIPMENT, NET OF DEPRECIATION
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    915
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8,369OTHER
      ASSETSLicense
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    145,550
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    145,550Patent
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    31,093
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    29,674Accumulated
      amortization
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (35,221
                                                                                                                                                    )
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (30,059
                                                                                                                                                    )Total
      Other Assets
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    141,422
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    145,165TOTAL
      ASSETS
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    148,038
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    153,610LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    234,465
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    76,793Accrued
      expense
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    45,000
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    45,000Accrued
      interest
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    3,122
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    2,223Accrued
      payroll
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    79,824
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    60,124Note
      payable
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    79,736
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    47,044Note
      payable - related party
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    205
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    205Buyout
      provision payable
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    18,750Royalty
      payable
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    50,000Common
      stock to be issued
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    41,045
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    41,045Total
      Current Liabilities
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    552,147
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    272,434COMMITMENTS
      AND CONTINGENCIES
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -STOCKHOLDERS'
      EQUITYCommon
      stock, $0.001 par value; 50,000,000 sharesauthorized,
      8,990,966, and 8,216,436 shares issuedand
      outstanding, respectively
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8,991
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8,216Additional
      paid-in capital
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    2,196,081
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    2,121,715Deficit
      accumulated during the development stage
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (2,609,181
                                                                                                                                                    )
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (2,248,755
                                                                                                                                                    )Total
      Stockholders' Deficit
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (404,109
                                                                                                                                                    )
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (118,824
                                                                                                                                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    148,038
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    153,610
  See
accompanying condensed notes to interim financial statements.
   3
  MIP
      SOLUTIONS, INC.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONS
  Period
      Ended
                                                  
                                                  
                                                  Period
      Ended
                                                  
                                                  
                                                  From
      December 19,
                                                    2005
      (Inception) toMarch
      31,
                                                  
                                                  
                                                  March
      31,
                                                  
                                                  
                                                  March
      31,2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  2009(unaudited)
                                                  
                                                  
                                                  (unaudited)
                                                  
                                                  
                                                  (unaudited)(restated)REVENUES
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -OPERATING
      EXPENSESConsulting
                                                  
                                                  
                                                  6,300
                                                  
                                                  
                                                  
                                                  429,660
                                                  
                                                  
                                                  
                                                  1,022,475Depreciation
      and amortization
                                                  
                                                  
                                                  5,689
                                                  
                                                  
                                                  
                                                  4,252
                                                  
                                                  
                                                  
                                                  41,028General
      and administrative
                                                  
                                                  
                                                  13,715
                                                  
                                                  
                                                  
                                                  23,200
                                                  
                                                  
                                                  
                                                  184,499Professional
      fees
                                                  
                                                  
                                                  15,415
                                                  
                                                  
                                                  
                                                  27,474
                                                  
                                                  
                                                  
                                                  346,569Research
      and development
                                                  
                                                  
                                                  3,949
                                                  
                                                  
                                                  
                                                  2,536
                                                  
                                                  
                                                  
                                                  173,919Officers
      and directors fees
                                                  
                                                  
                                                  30,000
                                                  
                                                  
                                                  
                                                  45,000
                                                  
                                                  
                                                  
                                                  448,575Option
      fee
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,500
                                                  
                                                  
                                                  
                                                  5,000Travel
      and meals
                                                  
                                                  
                                                  3,519
                                                  
                                                  
                                                  
                                                  561
                                                  
                                                  
                                                  
                                                  45,205Royalty
      expense
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000Buyout
      provision expense
                                                  
                                                  
                                                  18,750
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  18,750Lease
      termination expense
                                                  
                                                  
                                                  148,687
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  148,687TOTAL
      OPERATING EXPENSES
                                                  
                                                  
                                                  346,024
                                                  
                                                  
                                                  
                                                  535,183
                                                  
                                                  
                                                  
                                                  2,534,707LOSS
      FROM OPERATIONS
                                                  
                                                  
                                                  (346,024
                                                  )
                                                  
                                                  
                                                  (535,183
                                                  )
                                                  
                                                  
                                                  (2,534,707
                                                  )OTHER
      INCOME (EXPENSE)Other
      income
                                                  
                                                  
                                                  47
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  147Interest
      expense
                                                  
                                                  
                                                  (14,449
                                                  )
                                                  
                                                  
                                                  (9,682
                                                  )
                                                  
                                                  
                                                  (67,002
                                                  )Loss
      on disposition of assets
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (7,619
                                                  )TOTAL
      OTHER INCOME
                                                  
                                                  
                                                  (14,402
                                                  )
                                                  
                                                  
                                                  (9,682
                                                  )
                                                  
                                                  
                                                  (74,474
                                                  )LOSS
      BEFORE TAXES
                                                  
                                                  
                                                  (360,426
                                                  )
                                                  
                                                  
                                                  (544,865
                                                  )
                                                  
                                                  
                                                  (2,609,181
                                                  )INCOME
      TAX EXPENSE
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -NET
      LOSS
                                                  
                                                  $
                                                  (360,426
                                                  )
                                                  
                                                  $
                                                  (544,865
                                                  )
                                                  
                                                  $
                                                  (2,609,181
                                                  )NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
                                                  
                                                  $
                                                  (0.04
                                                  )
                                                  
                                                  $
                                                  (0.09
                                                  )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      STOCK SHARESOUTSTANDING,
      BASIC AND DILUTED
                                                  
                                                  
                                                  8,541,279
                                                  
                                                  
                                                  
                                                  6,281,133
  See
accompanying condensed notes to interim financial statements.
  4
  MIP
      SOLUTIONS, INC.(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWS
   Three
      Months
                                                                                    Ended
                                                                                  
                                                                                  
                                                                                  Three
      Months
                                                                                    Ended
                                                                                  
                                                                                  
                                                                                  From
      December 19,
                                                                                    2005
      (Inception) toMarch
      31,
                                                                                  
                                                                                  
                                                                                  March
      31,
                                                                                  
                                                                                  
                                                                                  March
      31,2009
                                                                                  
                                                                                  
                                                                                  2008
                                                                                  
                                                                                  
                                                                                  2009(unaudited)
                                                                                  
                                                                                  
                                                                                  (unaudited)
                                                                                  
                                                                                  
                                                                                  (unaudited)(restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                                  
                                                                                  $
                                                                                  (360,426
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (544,865
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (2,609,181
                                                                                  )Adjustments
      to reconcile net loss to net cashprovided
      (used) by operating activities:Depreciation
      and amortization
                                                                                  
                                                                                  
                                                                                  5,689
                                                                                  
                                                                                  
                                                                                  
                                                                                  4,252
                                                                                  
                                                                                  
                                                                                  
                                                                                  41,028Loss
      on disposition of assets
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  7,619Stock
      issued for services
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  407,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  934,704Stock
      issued for payables
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,087Warrents
      issued for royalty payable
                                                                                  
                                                                                  
                                                                                  50,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  50,000Common
      stock issued for payables
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  80,532Decrease
      (increase) in:Refund
      receivable
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Receivable
      from officer
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Prepaid
      expenses
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,795
                                                                                  
                                                                                  
                                                                                  
                                                                                  (18
                                                                                  )Increase
      (decrease) in:License
      fee payable
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (80,000
                                                                                  )Accounts
      payable
                                                                                  
                                                                                  
                                                                                  164,601
                                                                                  
                                                                                  
                                                                                  
                                                                                  25,983
                                                                                  
                                                                                  
                                                                                  
                                                                                  241,393Accrued
      expense
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  12,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  45,000Accrued
      interest
                                                                                  
                                                                                  
                                                                                  1,039
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,187
                                                                                  
                                                                                  
                                                                                  
                                                                                  29,112Accrued
      payroll
                                                                                  
                                                                                  
                                                                                  19,700
                                                                                  
                                                                                  
                                                                                  
                                                                                  24,100
                                                                                  
                                                                                  
                                                                                  
                                                                                  234,257Related
      party payable
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  16,205Buyout
      provision payable
                                                                                  
                                                                                  
                                                                                  18,750
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  18,750Royalty
      payable
                                                                                  
                                                                                  
                                                                                  50,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  50,000Debt
      discount
                                                                                  
                                                                                  
                                                                                  11,956
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  11,956Common
      stock to be issued
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  41,045Net
      cash provided (used) by operating activities
                                                                                  
                                                                                  
                                                                                  (38,691
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (65,548
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (886,511
                                                                                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (20,755
                                                                                  )Purchase
      of license
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (65,000
                                                                                  )Purchase
      of patents
                                                                                  
                                                                                  
                                                                                  (1,420
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (29,972
                                                                                  )Sale
      of asset
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,960Net
      cash used by financing activities
                                                                                  
                                                                                  
                                                                                  (1,420
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (105,767
                                                                                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Common
      stock and warrants for cash
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  27,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  803,225Proceeds
      from note payable
                                                                                  
                                                                                  
                                                                                  49,250
                                                                                  
                                                                                  
                                                                                  
                                                                                  36,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  239,339Repayment
      of note payable
                                                                                  
                                                                                  
                                                                                  (3,514
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (234
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (44,603
                                                                                  )Net
      cash provided by financing activities
                                                                                  
                                                                                  
                                                                                  45,736
                                                                                  
                                                                                  
                                                                                  
                                                                                  63,266
                                                                                  
                                                                                  
                                                                                  
                                                                                  997,961Net
      increase in cash and cash equivalents
                                                                                  
                                                                                  
                                                                                  5,625
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,282
                                                                                  )
                                                                                  
                                                                                  
                                                                                  5,683Cash,
      beginning of period
                                                                                  
                                                                                  
                                                                                  58
                                                                                  
                                                                                  
                                                                                  
                                                                                  14,816
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Cash,
      end of period
                                                                                  
                                                                                  $
                                                                                  5,683
                                                                                  
                                                                                  
                                                                                  $
                                                                                  12,534
                                                                                  
                                                                                  
                                                                                  $
                                                                                  5,683SUPPLEMENTAL
      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 asset
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  60,200Common
      stock issued for officers & directors fees
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  154Common
      stock issued for note and interest payable
                                                                                  
                                                                                  $
                                                                                  25,140
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  157,462Equipment
      given for payment of accounts payable
                                                                                  
                                                                                  $
                                                                                  7,372
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  7,372
  See
accompanying condensed notes to interim financial statements.
  5
 MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
   NOTE
1 – BASIS OF PRESENTATION
 
 MIP
Solutions, Inc, was incorporated on December 19, 2005 in the State of Nevada,
and
has been in the development stage since its formation.
 
 The
principal business of the Company is the development of Molecularly Imprinted
Polymers (“MIPs”) for various commercial applications relating to the removal of
targeted molecules from water.  The Company has various patents and a
license agreement with The Johns Hopkins University Applied Physics Laboratory
(JHU/APL) and is currently developing applications for the removal of arsenic
from drinking water and for the extraction of precious metals from various
mining operations.
 
 The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements.  These unaudited
interim financial statements should be read in conjunction with the Company’s
audited financial statements for the year ended December 31, 2008.  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, 2009 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2009.
 
 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.
 
 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.
  6
  MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
  At March
31, 2009 the Company had deferred tax assets calculated at an expected rate of
34% of approximately $887,100 principally arising from net operating loss
carryforwards for income tax purposes.  As management of the Company
cannot determine that it is more likely than not that the Company will realize
the benefit of the deferred tax asset, a valuation allowance equal to the
deferred tax asset has been established at March 31, 2009.  The
significant components of the deferred tax asset at March 31, 2009 and December
31, 2008 were as follows:
 
 March
      31,
                                  2009
                                
                                
                                December
      31,
                                  2008Net
      operating loss carryforward
                                
                                $
                                2,609,200
                                
                                
                                $
                                2,248,800Deferred
      tax asset
                                
                                $
                                887,100
                                
                                
                                $
                                764,600Deferred
      tax asset valuation allowance
                                
                                
                                (887,100
                                )
                                
                                
                                (764,600
                                )Net
      deferred tax asset
                                
                                $
                                -
                                
                                
                                $
                                -
  At March
31, 2009, the Company has net operating loss carryforwards of approximately
$2,609,200, which expire in the years 2026-2028.  The change in the
allowance account from December 31, 2008 to March 31, 2009 was
$122,500.
 
 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 $2,609,181 as of March 31, 2009. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  However, the Company is currently developing
technology that, if successful, will mitigate these factors. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the company cannot continue in
existence.
 
 Management
has established plans to develop products which will provide revenue through
sales or revenue sharing arrangements that will allow the Company to decrease
debt and reverse the present deficit. Furthermore, management plans include
negotiations to convert significant portions of existing debt into
equity.
  7
 MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 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.
 
 
 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,
                            2009
                          
                          
                          December
      31,
                            2008Office
      equipment
                          
                          $
                          1,779
                          
                          
                          $
                          1,779Lab
      Equipment
                          
                          
                          -
                          
                          
                          
                          11,598Total
      assets
                          
                          
                          1,779
                          
                          
                          
                          13,377Less
      accumulated depreciation
                          
                          
                          (864
                          )
                          
                          
                          (5,008
                          )$
                          915
                          
                          
                          $
                          8,369
 
 Depreciation
and amortization expense for the period ended March 31, 2009 and December 31,
2008 was $527 and $2,734, 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.
 
 On March
11, 2009, the Company surrendered laboratory equipment and closed its laboratory
at Research Park at the University of Utah campus, $11,598 in equipment cost and
$4,671 in accumulated depreciation was removed from the balance sheet. See Note
5.
 
 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.
 
 8
 MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 During
the period ended March 31, 2009, the Company issued 100,000 shares of common
stock for the exercise of 100,000 warrants for the payment of a royalty payable
valued at $50,000, and 674,530 shares of common stock in payment of interest and
note payable valued at $25,140.
 
 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
February 9, 2009, the Company signed a letter of engagement with Cymer, LLC
to conduct a series of bench scale experiment of 3 to 7 batches at a cost of
$1,000 per batch.
 
 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.
 
 The
Company entered into a consulting agreement with Edward Hunton, the Company’s
former Treasurer and Corporate Secretary, to assist with the company filings and
other regulatory matters at a cost of $4,000.
 
 On March
11, 2009, the Company surrendered laboratory equipment and closed its laboratory
at Research Park at the University of Utah campus.  A liability in the
amount of $ 148,687 was recorded on the balance sheet. The Company will
negotiate with RPA Management on any further obligation  that may
result from the termination of the Lease. See Note 3
 
 NOTE
6 - NOTES PAYABLE
 
 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
                            
                            $
                            10,000August
      31, 2008
                            
                            $
                            5,000September
      30, 2008
                            
                            $
                            5,000October
      31, 2008
                            
                            $
                            5,000November
      30, 3008
                            
                            $
                            5,000December
      31, 2008
                            
                            $
                            5,000January
      31, 2009
                            
                            $
                            5,000February
      28, 2009
                            
                            $
                            5,000March
      31, 2009
                            
                            $
                            5,000April
      30, 2009
                            
                            $
                            3,929
 
 The last
payment consists of a $2500 penalty fee and 8% per annum interest.
  9
 MIP
SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 The
Company has not made payments on this note since October 2008, and is in default
of this note in the amount of $33,929 as of March 31, 2009.
 
 On
November 18, 2008 the Company executed an 18 month 12% Promissory Note in the
amount of $25,000 with a current shareholder.  The note is convertible into
common shares at a 20% discount to the average closing bid price for the ten
days preceding conversion. The note also includes warrants equal to $25,000
based on the average closing price for the ten days preceding the date of the
note, exercisable at $0.20 per share for a period of three years. The note
contained a beneficial conversion feature computed at its intrinsic value, which
was the difference between the conversion price and the fair value of the common
stock into which the debt was convertible on the note issuance date, multiplied
by the number of shares into which the debt was convertible at the commitment
date. The amount attributed to the beneficial conversion feature, or $13,043 was
recorded as a debt discount and a component of equity on the issuance
date.  This note was converted into 674,530 shares of common stock as
of March 12, 2009.
 
 On March
1, 2009 the Company issued a $10,000 Promissory Note with annual interest of 7%
and a conversion price of $.05 per share to an existing
shareholder.
 
 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.
 
 On May
14, 2009 the Company issued two $25,000 Promissory Notes with annual interest of
7% and a conversion price of $.05 per share to an existing
shareholder.
 
 
 NOTE
7 – CORRECTION OF AN ERROR
  The
previously issued financial statements dated March 31, 2008, have been restated
to correct an error in the recognition of a license fee payable and license fee
asset. The Company failed to recognize the license fee payable, the license fee
asset and the amortization.  The effect of the correction was to
increase license fee payable by $10,000 and to increase license fee by $10,000
and increase net loss by $3,139 and increase the accumulated deficit by
$3,139.
 
 
 10
  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 and/or raw ore at a discount
      of its gold value in the
marketplace;
 
 §
                our
      limited operating history and continued
losses;
 
 §
                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;
  11
 
 §
                future
      shareholder dilution; and
 
 §
                absence
      of dividends.
 
 Because
the risk factors referred to above could cause actual results or outcomes to
differ materially from those expressed or implied in any forward-looking
statements made by us or on our behalf, you should not place undue reliance on
any forward-looking statements.  Further, any forward-looking statement
speaks only as of the date on which it is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of future
events or developments.  New factors emerge from time to time, and it is
not possible for us to predict which factors will arise.  In addition, we
cannot assess the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statements.  The following discussion of our financial condition and
results of operations should be read together with our audited financial
statements and accompanying notes that are included elsewhere in
this report.
 
 Executive
Overview
 
 We
continue to need additional capital to fund the development of our Molecularly
Imprinted Polymer (“MIP”) technology as well as cover our general and
administrative expenses.
 
 From the
period ending December 31, 2008 to the period ending March 31, 2009 our current
liabilities increased $279,713 to $552,147 from $272,434, our accumulated
deficit increased $360,426 from $2,248,755 to $2,609,181 and, our stockholders
deficit increased $285,285 from $118,824 to $404,419 from the year ended
December 31, 2008.  The increase in current liabilities was due
primarily to an increase of $157,672 in accounts payable, the addition of a
royalty payable of $50,000 and the addition of $36,692 to Notes
payable.  These factors in addition to the issuance of 674,530 common
shares for the conversion of a promissory note were the primary cause of both
the increase in the accumulated deficit and stockholders deficit.  A
decrease in consulting expenses of $423,360 in the period ended March 31, 2009
offset by the aforementioned items resulted in operating expenses decreasing by
$171,159 from $535,183 in the period ended March 30, 2008 to $346,024 for the
period ended March 30, 2009.
 
 As noted
below under Part II, Item 2, the Company raised additional capital during the
period ended March 31, 2009 by issuing convertible Promissory Notes to existing
shareholders and a consultant to the Company by use of Directors of a Note
approved by the Board of Directors on February 27, 2009.  The Company
will need to raise additional capital through the further use of these Notes or
begin another round of fund raising within the next 30 days to continue to
execute its business and commercialization plans and to cover general and
administrative expenses.  Should the company be unable to continue to
raise sufficient capital then it is unlikely that will be able to continue as a
going concern unless it is able to borrow additional capital from shareholders,
Note holders or financial institutions which is highly 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, conversion of
Promissory Notes, and/or the exercise of our outstanding
warrants.
  12
  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 Chief 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, 2008, 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, 2009, 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 period ended March 31, 2009.
 
 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, 2008.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
 
 As of
March 31, 2009 the Company issued $48,500 worth of Promissory Notes convertible
into shares of common stock (.001 par value) at $.05 per share at the Note
holders discretion for both principal and interest.  In addition, the
Company issued 100,000 shares of common stock (.001 par value) on January 12,
2009 to JHU/APL for warrants held as part of Amendment number 5 executed on
October 13, 2008 of the License Agreement between the parties and on March 12,
2009 the Company issued 674,530 common shares to a shareholder for the
conversion of a Promissory Note dated November 25, 2008.
 
 Item
3.    Defaults Upon Senior Securities
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None.
 
 13
  Item
5. Other Information
 
 On
January 9, 2009 the Company held a Board of Directors meeting where the roles
and responsibilities of Jeff lamberson and Gary MacDonald, who were voted
President and CEO respectively on December 18, 2008, were
approved.  At this meeting Jeff Lamberson was established as the
Principal Accounting Officer of the Company.
 
 Details
of this change in management can be found in the Company’s 8-K filing on
December 22, 2008 along with all other 8-K filings at www.sec.gov
..
 
 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:
      May 20, 2009
                  
                  /s/ Gary MacDonald
                  
                  /s Jeff LambersonGary
      MacDonald
                    Chief
      Executive Officer
                  
                  Jeff
      Lamberson
                    Principal
      Financial Officer
  14