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 September 30, 2008


Commission
      File Number: 333-141927




**MIPSOLUTIONS,
      INC.**


(Exact
      Name of Issuer as Specified in Its Charter)




**Nevada**
            **4941**
            **20-4047619**State
                of Incorporation
            Primary
                Standard Industrial
            I.R.S.
                EmployerClassification
                Code Number
            Identification
                No.


**421
        West Wakara**
 **Suite
        203**
 **Salt
        Lake City, UT 84108**
 **Telephone
        (801) 583-0195**
 **** (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 o




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


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





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock
      at the latest practicable date. As of October 31, 2008, the registrant had
      8,196,436 shares of common stock, $0.001 par value, issued and
      outstanding.





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
            
            
            17Item
                3.  Quantitative and Qualitative Disclosures about Market Risk
            
            
            18Item
                4. Controls and Procedures
            
            
            18PART
                II - OTHER INFORMATION
            
            
            19Item
                1. Legal Proceedings
            
            
            19Item
                1A. Risk Factors
            
            
            19Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            19Item
                3. Defaults Upon Senior Securities
            
            
            19Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            19Item
                5. Other Information
            
            
            20Item
                6. Exhibit and Reports on Form 8-K
            
            
            20


2


PART
      I -
      FINANCIAL INFORMATION





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




**MIP
          SOLUTIONS, INC.**
 **(A
          Development Stage Company)**
 **BALANCE
          SHEETS**
  September
                    30,
                
                December
                    31,2008
                
                2007**ASSETS**
                
                
                
                (unaudited)
                
                (restated)**CURRENT
                    ASSETS**Cash
                
                
                
                
                $
                18,178
                
                $
                14,816Prepaid
                    expenses
                
                
                
                
                
                551
                
                
                2,795Total
                    Current Assets
                
                
                
                
                
                18,729
                
                
                17,611**PROPERTY
                    AND
                    EQUIPMENT, NET OF DEPRECIATION**
                
                
                
                
                
                9,037
                
                
                11,321**OTHER
                    ASSETS**License
                
                
                
                
                
                145,550
                
                
                125,550Patent
                
                
                
                
                
                24,293
                
                
                16,905Accumulated
                    amortization
                
                
                
                
                
                (3,620
                )
                
                (2,237
                )Total
                    Other Assets
                
                
                
                
                
                166,223
                
                
                140,218**TOTAL
                    ASSETS**
                
                
                
                
                $
                193,989
                
                $
                169,150**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES**Accounts
                    payable
                
                
                
                
                $
                60,040
                
                $
                51,650Accrued
                    expense
                
                
                
                
                
                35,000
                
                
                35,000Accrued
                    interest
                
                
                
                
                
                12,820
                
                
                9,691Accrued
                    payroll
                
                
                
                
                
                44,805
                
                
                105,000Note
                    payable
                
                
                
                
                
                57,500
                
                
                67,060Note
                    payable
                    - related party
                
                
                
                
                
                16,205
                
                
                16,905License
                    fee
                    payable
                
                
                
                
                
                -
                
                
                80,000Common
                    stock
                    to be issued
                
                
                
                
                
                31,875
                
                
                -Total
                    Current Liabilities
                
                
                
                
                
                258,245
                
                
                365,306**COMMITMENTS
                    AND
                    CONTINGENCIES**
                
                
                
                
                
                -
                
                
                -**STOCKHOLDERS'
                    (DEFICIT)**Common
                    stock,
                    $0.001 par value; 50,000,000 sharesauthorized,
                    7,958,434 and 5,887,800 shares issuedand
                    outstanding, respectively
                
                
                
                
                
                7,959
                
                
                5,888Additional
                    paid-in
                    capital
                
                
                
                
                
                1,938,856
                
                
                753,640Subscription
                    receivable
                
                
                
                
                
                -
                
                
                -Deficit
                    accumulated
                    during the development stage
                
                
                
                
                
                (2,011,071
                )
                
                (955,684
                )Total
                    Stockholders' Deficit
                
                
                
                
                
                (64,256
                )
                
                (196,156
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
                
                
                
                
                $
                193,989
                
                $
                169,150
  The
        accompanying condensed notes are an integral part of these interim financial
        statements.
  3
  **MIP
                  SOLUTIONS, INC.****(A
                  Development Stage Company)****STATEMENTS
                  OF OPERATIONS**
  Three
                    Months
                
                Three
                    Months
                
                Nine
                    Months
                
                Nine
                    MonthsEnded
                
                Ended
                
                Ended
                
                Ended
                
                From
                    December 19,September
                    30,
                
                September
                    30,
                
                September
                    30,
                
                September
                    30,
                
                2005
                    (Inception) to2008
                
                2007
                
                2008
                
                2007
                
                September 30, 2008(unaudited)
                
                (unaudited)
                
                (unaudited)
                
                (unaudited)
                
                (unaudited)**REVENUES**
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**OPERATING
                    EXPENSES**Consulting
                
                
                53,707
                
                
                1,500
                
                
                718,557
                
                
                16,676
                
                
                918,902Depreciation
                    and amortization
                
                
                1,209
                
                
                1,702
                
                
                3,449
                
                
                4,093
                
                
                8,233General
                    and administrative
                
                
                36,322
                
                
                16,673
                
                
                87,462
                
                
                39,180
                
                
                155,229Professional
                    fees
                
                
                15,509
                
                
                12,834
                
                
                58,867
                
                
                28,543
                
                
                283,432Research
                    and development
                
                
                6,718
                
                
                393
                
                
                12,436
                
                
                5,199
                
                
                167,347Officers
                    and directors fees
                
                
                45,000
                
                
                45,000
                
                
                135,000
                
                
                210,000
                
                
                390,000Option
                    fee
                
                
                -
                
                
                -
                
                
                2,500
                
                
                -
                
                
                5,000Travel
                    and meals
                
                
                11,544
                
                
                345
                
                
                14,554
                
                
                4,361
                
                
                41,330**TOTAL
                    OPERATING EXPENSES**
                
                
                170,009
                
                
                78,447
                
                
                1,032,825
                
                
                308,052
                
                
                1,969,473**LOSS
                    FROM OPERATIONS**
                
                
                (170,009
                )
                
                (78,447
                )
                
                (1,032,825
                )
                
                (308,052
                )
                
                (1,969,473
                )**OTHER
                    INCOME (EXPENSE)**Interest
                    expense
                
                
                (9,632
                )
                
                (1,244
                )
                
                (21,831
                )
                
                (2,739
                )
                
                (33,979
                )Loss
                    on disposition of assets
                
                
                (86
                )
                
                -
                
                
                (731
                )
                
                -
                
                
                (7,619
                )**TOTAL
                    OTHER INCOME**
                
                
                (9,718
                )
                
                (1,244
                )
                
                (22,562
                )
                
                (2,739
                )
                
                (41,598
                )**LOSS
                    BEFORE TAXES**
                
                
                (179,727
                )
                
                (79,691
                )
                
                (1,055,387
                )
                
                (310,791
                )
                
                (2,011,071
                )**INCOME
                    TAX EXPENSE**
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    LOSS**
                
                $
                (179,727
                )
                $
                (79,691
                )
                $
                (1,055,387
                )
                $
                (310,791
                )
                $
                (2,011,071
                )**NET
                    LOSS PER COMMON SHARE,****BASIC
                    AND DILUTED**
                
                $
                (0.02
                )
                $
                (0.01
                )
                $
                (0.15
                )
                $
                (0.05
                )**WEIGHTED
                    AVERAGE NUMBER OF****COMMON
                    STOCK SHARES****OUTSTANDING,
                    BASIC AND DILUTED**
                
                
                7,860,267
                
                
                5,857,800
                
                
                7,047,304
                
                
                5,830,689
  The
        accompanying condensed notes are an integral part of these interim financial
        statements.
 4
 **MIP
          SOLUTIONS, INC.**
 **(A
          Development Stage Company)**
 **STATEMENTS
          OF CASH FLOWS**
 
  Nine
                      Months
                  
                  
                  Nine
                      Months
                  
                  
                  FromEnded
                  
                  
                  Ended
                  
                  
                  December
                      19, 2005September
                      30,
                  
                  
                  September
                      30
                  
                  
                  (Inception)
                      to2008
                  
                  
                  2007
                  
                  
                  September
                      30, 2008(unaudited)
                  
                  
                  (unaudited)
                  
                  
                  (unaudited)**CASH
                      FLOWS FROM OPERATING ACTIVITIES:**Net
                      loss
                  
                  $
                  (1,055,387
                  )
                  $
                  (310,791
                  )
                  $
                  (2,011,071
                  )Adjustments
                      to reconcile net loss to net cash
                  
                  
                  
                  
                  
                  
                  
                  
                  -provided
                      (used) by operating activities:
                  
                  
                  
                  
                  
                  
                  
                  
                  -Depreciation
                      and amortization
                  
                  
                  3,176
                  
                  
                  4,093
                  
                  
                  7,960Loss
                      on disposition of assets
                  
                  
                  731
                  
                  
                  -
                  
                  
                  7,619Common
                      stock and warrants issued for services
                  
                  
                  680,816
                  
                  
                  75,000
                  
                  
                  855,816Common
                      stock issued for payables
                  
                  
                  50,000
                  
                  
                  2,500
                  
                  
                  52,500Decrease
                      (increase) in:
                  
                  
                  
                  
                  
                  
                  
                  
                  -Refund
                      receivable
                  
                  
                  -
                  
                  
                  1,139
                  
                  
                  -Prepaid
                      expenses
                  
                  
                  2,244
                  
                  
                  4,785
                  
                  
                  (551
                  )Increase
                      (decrease) in:
                  
                  
                  
                  
                  
                  
                  
                  
                  -License
                      fee payable
                  
                  
                  (80,000
                  )
                  
                  
                  
                  
                  -Accounts
                      payable
                  
                  
                  8,391
                  
                  
                  21,898
                  
                  
                  60,040Accrued
                      expense
                  
                  
                  -
                  
                  
                  (15,000
                  )
                  
                  35,000Accrued
                      interest
                  
                  
                  17,129
                  
                  
                  2,188
                  
                  
                  26,820Accrued
                      payroll
                  
                  
                  94,005
                  
                  
                  75,500
                  
                  
                  199,005Related
                      party payable
                  
                  
                  (700
                  )
                  
                  -
                  
                  
                  16,205Common
                      stock to be issued
                  
                  
                  31,875
                  
                  
                  -
                  
                  
                  31,875Net
                      cash provided (used) by operating activities
                  
                  
                  (247,720
                  )
                  
                  (138,688
                  )
                  
                  (718,782
                  )**CASH
                      FLOWS FROM INVESTING ACTIVITIES:**Purchase
                      of equipment
                  
                  
                  405
                  
                  
                  (13,231
                  )
                  
                  (20,350
                  )Purchase
                      of license
                  
                  
                  (20,000
                  )
                  
                  -
                  
                  
                  (145,000
                  )Purchase
                      of patents
                  
                  
                  (7,388
                  )
                  
                  (3,711
                  )
                  
                  (23,171
                  )Purchase
                      of option
                  
                  
                  -
                  
                  
                  (2,500
                  )
                  
                  -Sale
                      of asset
                  
                  
                  9,555
                  
                  
                  -
                  
                  
                  9,555Net
                      cash provided (used) by investing activities
                  
                  
                  (17,428
                  )
                  
                  (19,442
                  )
                  
                  (178,966
                  )**CASH
                      FLOWS FROM FINANCING ACTIVITIES:**Common
                      stock and warrants for cash, net of fees
                  
                  
                  208,070
                  
                  
                  122,650
                  
                  
                  786,080Collection
                      of subscriptions receivable
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,346Proceeds
                      from note payable
                  
                  
                  87,757
                  
                  
                  23,324
                  
                  
                  164,317Repayment
                      of note payable
                  
                  
                  (27,317
                  )
                  
                  -
                  
                  
                  (36,817
                  )Net
                      cash provided by financing activities
                  
                  
                  268,510
                  
                  
                  145,974
                  
                  
                  915,926Net
                      increase (decrease) in cash and cash equivalents
                  
                  
                  3,362
                  
                  
                  (12,156
                  )
                  
                  18,178**Cash,
                      beginning of period**
                  
                  
                  14,816
                  
                  
                  12,160
                  
                  
                  -**Cash,
                      end of period**
                  
                  $
                  18,178
                  
                  $
                  4
                  
                  $
                  18,178-**SUPPLEMENTAL
                      CASH FLOW INFORMATION:**Interest
                      paid
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes paid
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -**NON-CASH
                      TRANSACTIONS:**Common
                      stock issued for license
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  550Common
                      stock issued for patent
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  1,122Common
                      stock issued for note payable & accrued interest
                  
                  $
                  84,000
                  
                  
                  
                  
                  $
                  $84,000Common
                      stock issued for asset
                  
                  $
                  10,200
                  
                  
                  
                  
                  $
                  $10,200Common
                      stock issued for officers & directors fees
                  
                  $
                  154,200
                  
                  
                  
                  
                  $
                  $154,200
 
 The
          accompanying condensed notes are an integral part of these interim financial
          statements.
  5
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 **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, 2007.
 In the
              opinion of management, the unaudited interim financial statements furnished
              herein include all adjustments, all of which are of a normal recurring
              nature,
              necessary for a fair statement of the results for the interim period
              presented.
              Operating results for the nine month period ended September 30, 2008
              are not
              necessarily indicative of the results that may be expected for the
              year ending
              December 31, 2008.
 
 The
              preparation of financial statements in accordance with generally accepted
              accounting principles in the United States of America require the use
              of
              estimates and assumptions that affect the reported amounts of assets
              and
              liabilities, disclosure of contingent assets and liabilities known
              to exist as
              of the date the financial statements are published, and the reported
              amounts of
              revenues and expenses during the reporting period.  Uncertainties with
              respect to such estimates and assumptions are inherent in the preparation
              of the
              Company’s financial statements; accordingly, it is possible that the actual
              results could differ from these estimates and assumptions and could
              have a
              material effect on the reported amounts of the Company’s financial position and
              results of operations.
 
 **NOTE
              2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES**
 
 This
              summary of significant accounting policies of MIP Solutions, Inc. is
              presented
              to assist in understanding the Company’s financial statements. The financial
              statements and notes are representations of the Company’s management, which is
              responsible for their integrity and objectivity. These accounting policies
              conform to accounting principles generally accepted in the United States
              of America, and have been consistently applied in the preparation of the
              financial statements.
  6
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 Accounting
              Method
 The
              Company’s financial statements are prepared using the accrual basis of
              accounting in accordance with accounting principles generally accepted
              in the
              United States of America.
 
 Accounting
              for Stock Options and Warrants Granted to Employees and
              Nonemployees
 Statement
              of Financial Accounting Standards No. 123(R), “Accounting for Stock-Based
              Compensation” *,* defines
              a
              fair value-based method of accounting for stock options and other equity
              instruments. The Company has adopted this method, which measures compensation
              costs based on the estimated fair value of the award and recognizes
              the cost
              over the service period. In 2004, the Company adopted the changes to
              SFAS No.
              123 as prescribed by SFAS No. 123(R). See Note 13.
  Cash
              and Cash Equivalents
 For
              purposes of the statement of cash flows, the Company considers all
              highly liquid
              investments and short-term debt instruments with original maturities
              of three
              months or less to be cash equivalents.
 
 Earnings
              Per Share
 The
              Company has adopted Statement of Financial Accounting Standards No.
              128, which
              provides for calculation of "basic" and "diluted" earnings per share.
              Basic
              earnings per share includes no dilution and is computed by dividing
              net income
              (loss) available to common shareholders by the weighted average common
              shares
              outstanding for the period. Diluted earnings per share reflect the
              potential
              dilution of securities that could share in the earnings of an entity
              similar to
              fully diluted earnings per share. There were 2,361,100 warrants outstanding
              at
              September 30, 2008, they were not included in the calculation of earnings
              per
              share because they would have been considered anti-dilutive.
 
 Fair
              Value of Financial Instruments
 The
              Company's financial instruments as defined by Statement of Financial
              Accounting
              Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
              include cash, receivables, accounts payable and accrued expenses. All
              instruments are accounted for on a historical cost basis, which, due
              to the
              short maturity of these financial instruments, approximates fair value
              at
              September 30, 2008.
 
 SFAS
              No.
              157, “Fair Value Measurements(“SFAS 157), defines fair value, establishes a
              framework for measuring fair value in accordance with generally accepted
              accounting principles, and expands disclosures about fair value measurements.
              SFAS 157 establishes a three-tier fair value hierarchy which prioritizes
              the
              inputs used in measuring fair value as follows:
 
 Level
              1.
              Observable inputs such as quoted prices in active markets;
 Level
              2.
              Inputs, other than the quoted prices in active markets, that are observable
              either directly or indirectly; and
 Level
              3.
              Unobservable inputs in which there is little or no market data, which
              requires
              the reporting entity to develop its own assumptions.
  7
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 The
              Company does not have any assets or liabilities measured at fair value
              on a
              recurring basis at September 30, 2008. The Company did not have any
              fair value
              adjustments for assets and liabilities measured at fair value on a
              nonrecurring
              basis during the three months ended September 30, 2008.
 
 Income
              Taxes
 Income
              taxes are provided based upon the liability method of accounting pursuant
              to
              Statement of Financial Accounting Standards No. 109, “Accounting for Income
              Taxes.” Under this approach, deferred income taxes are recorded to reflect
              the
              tax consequences in future years of differences between the tax basis
              of assets
              and liabilities and their financial reporting amounts at each year-end.
              A
              valuation allowance is recorded against deferred tax assets if management
              does
              not believe the Company has met the “more likely than not” standard imposed by
              SFAS No. 109 to allow recognition of such an asset.
  At
              September 30, 2008 the Company had deferred tax assets calculated at
              an expected
              rate of 34% of approximately $684,000 principally arising from net
              operating
              loss carryforwards for income tax purposes. As management of the Company
              cannot
              determine that it is more likely than not that the Company will realize
              the
              benefit of the deferred tax asset, a valuation allowance equal to the
              deferred
              tax asset has been established at September 30, 2008. The significant
              components
              of the deferred tax asset at September 30, 2008 and December 31, 2007
              were as
              follows:
 
 September 30,
                      2008
                    
                    December 31,
                      2007Net
                        operating loss carryforward****
                    
                    $
                    2,010,000
                    
                    $
                    955,000Deferred
                        tax asset
                    
                    $
                    684,000
                    
                    $
                    324,800Deferred
                        tax asset valuation allowance
                    
                    
                    (684,000
                    )
                    
                    (324,800
                    )Net
                        deferred tax asset
                    
                    $
                    -
                    
                    $
                    -
  At
              September 30, 2008, the Company had net operating loss carryforwards
              of
              approximately $2,010,000, which expire in the years 2026-2028. The
              change in the
              allowance account from December 31, 2007 to September 30, 2008 was
              $359,200.
 
 Use
              of
              Estimates
 The
              process of preparing financial statements in conformity with accounting
              principles generally accepted in the United States of America requires
              the use
              of estimates and assumptions regarding certain types of assets, liabilities,
              revenues, and expenses. Such estimates primarily relate to unsettled
              transactions and events as of the date of the financial statements.
              Accordingly,
              upon settlement, actual results may differ from estimated
              amounts.
  8
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 Going
              Concern
 As
              shown
              in the accompanying financial statements, the Company had negative
              working
              capital and an accumulated deficit of $2,011,071 as of September 30,
              2008. These
              factors raise substantial doubt about the Company’s ability to continue as a
              going concern. However, the Company is currently developing technology
              that, if
              successful, will mitigate these factors. The financial statements do
              not include
              any adjustments relating to the recoverability and classification of
              recorded
              assets, or the amounts and classification of liabilities that might
              be necessary
              in the event the company cannot continue in existence.
 
 Management
              has established plans to develop products which will provide revenue
              through
              sales or revenue sharing arrangements that will allow the Company to
              decrease
              debt and reverse the present deficit. Furthermore, management plans
              include
              negotiations to convert significant portions of existing debt into
              equity.
  An
              estimated $1 million is believed necessary to continue operations and
              increase
              development through the next fiscal year. Management intends to seek
              additional
              capital from new equity securities offerings that will provide funds
              needed to
              increase liquidity, fund internal growth and fully implement its business
              plan.
  Restatement
 Financials
                statements from prior periods have been restated in the current quarter,
                See
                Note 10.
  9
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
  In
              May,
              2008, the Financial Accounting Standards Board issued Statement of
              Financial
              Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting
              Principles” (SFAS No. 162). This Statement identifies the sources of accounting
              principles and the framework for selecting the principles to be used
              in the
              preparation of financial statements of nongovernmental entities that
              are
              presented in conformity with generally accepted accounting principles
              (GAAP) in
              the United States (the GAAP hierarchy). The sources of accounting principles
              that are generally accepted are categorized in descending order of
              authority as
              follows:
 
 a.
              FASB
              Statements of Financial Accounting Standards and Interpretations, FASB
              Statement
              Implementation Issues, FASB Staff Positions, and American Institute
              of Certified
              Public Accountants (AICPA) Accounting Research Bulletins and Accounting
              Principles Board Opinions that are not superseded by actions of the
              FASB
  b.
              FASB
              Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
              and
              Accounting Guides and Statements of Position
 
 c.
              AICPA
              Accounting Standards Executive Committee Practice Bulletins that have
              been
              cleared by the FASB, consensus positions of the FASB Emerging Issues
              Task Force
              (EITF), and the Topics discussed in Appendix D of *EITF
              Abstracts* (EITF
              D-Topics)
  10
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 d.
              Implementation guides (Q&As) published by the FASB staff, AICPA Accounting
              Interpretations, AICPA Industry Audit and Accounting Guides and Statements
              of
              Position not cleared by the FASB, and practices that are widely recognized
              and
              prevalent either generally or in the industry.
 
 The
              adoption of this statement will have no material effect on the Company’s
              financial condition or results of operations.
  In
              March
              2008, the Financial Accounting Standards Board issued Statement of
              Financial
              Accounting Standards No. 161, “Disclosures about Derivative Instruments and
              Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This
              statement changes the disclosure requirements for derivative instruments
              and
              hedging activities. Entities are required to provide enhanced disclosures
              about
              (a) how and why an entity uses derivative instruments, (b) how derivative
              instruments and related hedged items are accounted for under Statement
              133 and
              its related interpretations, and (c) how derivative instruments and
              related
              hedged items affect an entity’s financial position, financial performance, and
              cash flows. This Statement is intended to enhance the current disclosure
              framework in Statement 133. The Statement requires that objectives
              for using
              derivative instruments be disclosed in terms of underlying risk and
              accounting
              designation. This disclosure better conveys the purpose of derivative
              use in
              terms of the risks that the entity is intending to manage. Disclosing the fair
              values of derivative instruments and their gains and losses in a tabular
              format
              should provide a more complete picture of the location in an entity’s financial
              statements of both the derivative positions existing at period end
              and the
              effect of using derivatives during the reporting period. Disclosing
              information
              about credit-risk-related contingent features should provide information
              on the
              potential effect on an entity’s liquidity from using derivatives. Finally, this
              Statement requires cross-referencing within the footnotes, which should
              help
              users of financial statements locate important information about derivative
              instruments.
  **NOTE
              3 - PROPERTY AND EQUIPMENT**
 
 Property
              and equipment are stated at cost. Depreciation is provided using the
              straight-line method over the estimated useful lives of the assets.
              The useful
              lives of property, plant and equipment for purposes of computing depreciation
              are five to forty years. The following is a summary of property, equipment,
              and
              accumulated depreciation:
 
 September 30,
                      2008
                    
                    December 31,
                      2007Office
                        equipment
                    
                    $
                    1,779
                    
                    $
                    2,269Lab
                        Equipment
                    
                    
                    11,598
                    
                    
                    11,598Total
                        property & equipment
                    
                    
                    13,377
                    
                    
                    13,867Less
                        accumulated depreciation
                    
                    
                    (4,340
                    )
                    
                    (2,546
                    )$
                    9,037
                    
                    $
                    11,321
  11
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 Depreciation
              expense for the period ended September 30, 2008 and December 31, 2007
              was $2,066
              and $2,342, respectively. The Company evaluates the recoverability
              of property
              and equipment when events and circumstances indicate that such assets
              might be
              impaired. The Company determines impairment by comparing the undiscounted
              future
              cash flows estimated to be generated by these assets to their respective
              carrying amounts. Maintenance and repairs are expensed as incurred.
              Replacements
              and betterments are capitalized. The cost and related reserves of assets
              sold or
              retired are removed from the accounts, and any resulting gain or loss
              is
              reflected in results of operations.
 
 **NOTE
              4 - COMMON STOCK AND WARRANTS**
 
 Common
              Stock
 The
              Company is authorized to issue 50,000,000 shares of common stock. All
              shares
              have equal voting rights, are non-assessable and have one vote per
              share. Voting
              rights are not cumulative and, therefore, the holders of more than
              50% of the
              common stock could, if they choose to do so, elect all of the directors
              of the
              Company.
  In
              its
              initial capitalization in December 2005, the Company issued 4,590,000
              shares of
              common stock for a total of $1,122 in patents and $3,468 in subscription
              receivables. These subscriptions were paid during the year ended December
              31,
              2006.
 
 During
              the year ended December 31, 2006 the Company issued 360,000 additional
              common
              stock shares to the founders at par.
  On
              January 23, 2006, the Company issued 550,000 shares of its common stock
              to The
              Johns Hopkins University as partial payment for a license fee at
              par.
 
 During
              the year ended December 31, 2006, the Company issued 200,000 shares
              of common
              stock for legal services valued at $100,000.
 
 During
              the year ended December 31, 2006, the Company cancelled 1,122,500 of
              the initial
              founders shares issued in 2005. These shares were not related to the
              common
              shares issued for patents.
 
 Also
              during the year ended December 31, 2006, the Company issued 880,000
“units” to
              investors at a price of $0.50 per unit in a private placement. Each
              unit
              consists of one share of common stock and one common share purchase
              warrant. The
              warrants, which entitle the holder to purchase, at a price of $0.50,
              one common
              share for a period of three years.
  12
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 During
              the year ended December 31, 2007, the Company issued 245,300 “units” to
              investors at a price of $0.50 per unit in a private placement. Each
              unit
              consists of one share of common stock and one common share purchase
              warrant. The
              warrants, which entitle the holder to purchase, at a price of $0.50,
              one common
              share for a period of three years.
 
 Also
              during the year ended December 31, 2007, the Company issued 150,000
              shares for
              services valued at $75,000, 5,000 shares for payables valued at $2,500,
              and
              30,000 shares for the exercise of 30,000 warrants.
 
 During
              the period ended September 30, 2008, the Company issued 892,500 shares
              of common
              stock for services valued at $530,626, 132,334 “units” for services valued at
              $130,819, 67,000 shares of common stock for the exercise of 67,000
              warrants and
              cash of $33,500, 168,000 “units” for the payment of debt valued at $84,000,
              20,400 “units” for the purchase of an asset valued at $10,200, 308,400 “units”
for accrued payroll of $154,200, 100,000 “units” for a license agreement valued
              at $50,000, 100,000 warrants issued for services valued at $19,371,
              and 382,000
“units” for $161,000 in cash
 
 **NOTE
              5 - STOCK OPTION PLAN**
 
 The
              Company’s board of directors approved the adoption of the “2008 Stock Plan” on
              September 9, 2008, pursuant to which the Company may grant stock options
              to
              employees and consultants, including directors and officers, from time
              to time.
              The Company intends to register the Plan on Form S-8 prior to the grant
              of any
              stock options pursuant to the Plan. The Board of directors of the Company
              reserved 2,500,000 shares of Company Common Stock for eventual issuance
              pursuant
              to the exercise of stock options granted under the Plan.
 
 **NOTE
              6 - COMMITMENTS**
  During
                the period ended June 30, 2008, the Company and JHU/APL signed Amendment
                #4 to
                the License Agreement between the parties regarding the minimum Research
                and
                Development commitment. The Company will contract with JHU/APL with
                the initial
                funding being no less than $175,000; provided that this is the first
                project of
                a five year program to be funded at a minimum of $400,000 total over
                the five
                years. The amendment contains a buyout provision
                requiring the company to pay a maximum of $75,000, should research
&
developement commitments not be satisfied.
 The
              Company signed a consulting agreement with Global Media Partners, the
              terms
              being 300,000 shares of the Company’s common stock, which was issued during the
              quarter ended June 30, 2008, and $25,000 in cash to be paid. $10,000
              was paid in
              April 2008, and $15,000 to be invoiced and paid with in thirty days
              of receipt.
              As of September 30, 2008, this contract expired without the $15,000
              being earned
              or invoiced by the consultant. These shares of common stock are deemed
              to be
              restricted securities.
  13
 
 **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 During
              the quarter ended June 30, 2008 the company entered into a consulting
              agreement
              with an individual for CEO services, with terms of $5,000 per month
              for a period
              of six months. Effective September 1, 2008 the consulting agreement
              was
              cancelled, and an employment agreement was signed with terms of $5,000
              per month
              until a cumulative investment of $2,000,000 is raised, beginning with
              the date
              of the employment agreement, and 50,000 shares of the Company’s common stock
              payable on January 9, 2009.
  **NOTE
              7 - NOTES PAYABLE**
 
 The
              Company issued a promissory note, for a total of $20,000 on October
              25, 2006.
              The note bears interest at a rate of 1% per month for twelve months,
              11⁄2% for the
              next six months and then increases by 1⁄2 % ever six months thereafter. The note
              is payable on demand six months from issuance. As of September 30,
              2008, related
              interest of $9,504 has been accrued and expensed.
 
 The
              Company issued a promissory note, for a total of $8,076 on March 9,
              2007. The
              note bears interest at the rate of 8% per year. As of September 31,
              2008,
              related interest of $551 has been expensed. This note was paid in full
              as of
              September 30, 2008.
 
 The
              Company issued a promissory note, for a total of $40,000 on December
              14, 2007.
              The note is due 90 days from the date of the note, with interest of
              $6,000. On
              March 7, 2008, the company negotiated a new note for the outstanding
              principal
              and interest balance, which is due 60 days from the date of the note,
              with
              interest of $4,000. This note was converted into 100,000 “units” as of May 6,
              2008. See Note 8.
 
 The
              Company issued a promissory note, for a total of $20,000 on January
              11, 2008.
              The note is due 90 days from the date of the note, with interest of
              $3,000. This
              note was converted into 46,000 “units” as of May 1, 2008. See Note
              8
 
 The
              Company issued a promissory note, for a total of $10,000 on January
              24, 2008.
              The note is due 120 days from the date of the note, with interest of
              $1,000.
              This note was converted to 22,000 “units” on May 27, 2008.
 
 The
              Company issued a promissory note, for a total of $5,000 on June 3,
              2008. The
              note is due 30 days from the date of the note, with interest of $500.
              If the
              note was not paid within 10 days of the due date a $100 penalty will
              be charged,
              and interest of 1% will begin to accrued on the principal and accrued
              interest.
              This note was paid on July.28, 2008.
  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 to March
                        2009
                      $ 5,000April 2009
                      $
                        3,929.18
 
 The
                last
                payment consists of a $2500 penalty fee and 8% per annum
                interest.
 
 **NOTE
              8 - RELATED PARTY TRANSACTIONS**
 
 During
              the year ended December 31, 2007, the Company advanced to one of its
              officers a
              total of $27,000. Because the transactions occurred while the Company
              was still
              private, it was not subject to the Sarbanes-Oxley Act of 2002, and
              therefore,
              was not prohibited. The officer repaid $12,000 of the loaned amount
              and the
              remaining receivable was fully satisfied through payroll
              deductions.
  14
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
 
 The
              Company issued a promissory note to one of its officers, for a total
              of $5,000
              on July 11, 2007. The note bears interest at a rate of 1% per month
              for twelve
              months, 11⁄2% for the next six months and then increases by 1⁄2 % ever six months
              thereafter. The note is payable on demand six months from issuance.
              As of
              September 30, 2008, related interest of $876 has been accrued and
              expensed.
  The
              Company issued a promissory note to one of its directors, for a total
              of $10,000
              on August 24, 2007. An additional $1,000 was added to this note on
              October 18,
              2007. The note bears interest at a rate of 1% per month for twelve
              months, 11⁄2%
              for the next six months and then increases by 1⁄2 % ever six months thereafter.
              The note is payable on demand six months from issuance. As of September
              30,
              2008, related interest of $1626 has been accrued and expensed.
 
 **NOTE
              9 - SUBSEQUENT EVENTS**
 
 On
              October 1, 2008 the Company issued 12,500 restricted common shares,
              valued at
              $5000 to Rocky Arnold pursuant to his Employment Agreement.
 
 On
              October 9, 2008 the Company Promissory Note holders converted $48,332
              of notes
              and accrued interest into 96,664 “units”.
 
 On
              October 13, 2008 Amendment #5 with JHU/APL was fully executed between
              the
              Company and JHU/APL. This Amendment changed the Terms and Conditions
              of the
              License Agreement between the two parties relating to the first commercial
              sale
              deadline and minimum royalty payments.
 
 Also
              on
              October 13, the Company entered into a consulting agreement with terms
              of $5,000
              per month for a period of six months, and 50,000 shares of common stock
              valued
              at $19,500. The stock will be held by the Company until the completion
              of the
              contract and be rescinded if the contractor resigns or terminates the
              contract prior to the end of the six month term. On
              October 15, 2008 the company issued 7,858 restricted common shares
              valued at
              $3064.52, prorated for 13 days for the month of October as part of
              this
              Consulting Agreement.
  On
                  October 28, 2008 the Company issued 30,000 “units” (one common share and one
                  common share purchase warrant) to an attorney for services.
 
 On
                  October 29, 2008 the Company issued 17,000 “units” to a consultant for
                  services.
 
 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, $.001 par value, at a 20% discount to the average
                  closing bid
                  price for the ten days proceeding conversion and includes warrants
                  exercisable
                  at $0.20 per share for a period of three years.
  15
  **MIP
              SOLUTIONS, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2008**
  **NOTE
                10 - CORRECTION OF AN ERROR**
  The
                Company’s financial statements dated March 31, 2008, contained an error in
                the
                recognition of a license fee payable and license fee asset. The error
                was
                corrected in the current period. The effect of the correction was
                to increase
                license fee payable by $10,000 and to increase license fee by
                $10,000.
 
 The
                Company’s financial statements dated June 30, 2008, contained an error in
                the
                recognition of a license fee payable and license fee asset, the error
                was
                corrected in the current period. The effect of the correction was
                to increase
                license fee payable by $10,000 and to increase license fee by $10,000.
                Additionally, the company failed to recognize an issuance of common
                stock for
                services, the error was corrected in the current period. The effect
                of the
                correction was to increase consulting expense by $61,000, increase
                common stock
                by $100, increase additional paid in capital by $60,900, and increase
                the net
                loss and accumulated deficit by $61,000.
 
 The
                Company’s financial statements dated December 31, 2007, contained an error
                in
                the recognition of a license fee payable and license fee asset, the
                error was
                corrected in the current period. The effect of the correction was
                to increase
                license fee payable by $80,000 and to increase license fee by $80,000.
                There was
                no change to net loss, or stockholders equity as a result of the
                correction
 
 The
                effect of the Company’s previously issued 2007 financial statements is
                summarized as follows:
 
 Previously
                          Reported
                      Increase
                          (Decrease)
                      RestatedCurrent
                          assets
                      17,611
                      -
                      17,611PP&E
                      11,321
                      -
                      11,321Other
                          assets
                      60,218
                      80,000
                      140,218Total
                          assets
                      89,150
                      80,000
                      169,150Current
                          liabilities
                      285,306
                      80,000
                      365,306Stockholders
                          deficit
                      (196,156)
                      -
                      (196,156)Total
                          liabilities &
                        Stockholders
                          deficit
                      89,150
                      -
                      89,150
 16


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;


17





§
            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.


In
          the
          period ending September 30, 2008 our current liabilities decreased $107,061
          to
          $258,245 from $365,306, our accumulated deficit increased $1,055,386 from
          $955,684 to $2,011,071 and, our stockholders deficit decreased $131,900
          from
          $196,156 to $64,256 from the year ended December 31, 2007. The decrease
          in
          current liabilities, increase of accumulated deficit, and decrease of
          stockholders deficit was primarily caused by the issuance of 892,500 shares
          of
          common stock for services valued at $530,626, 132,334 “units” for services
          valued at $130,819, 67,000 shares of common stock for the exercise of 67,000
          warrants and cash of $33,500, 168,000 “units” for the payment of debt valued at
          $84,000, 20,400 “units” for the purchase of an asset valued at $10,200, 308,400
“units” for accrued payroll of $154,200, 100,000 “units” for a license agreement
          valued at $50,000, 100,000 warrants issued for services valued at $19,371,
          and
          382,000 “units” for $191,000 in cash. These items also contributed to operating
          expenses increasing $724,773 from $308,052 in the period ended September
          30,
          2007 to $1,032,825 for the period ended September 30, 2008.




As
      noted
      below under Item 2, the Company was accepting subscriptions for “units’
consisting of one common share (.001 par value) and one common stock purchase
      warrant to purchase an additional common share (.001 par value) for $.50 per
      unit through it’s private placement offering of securities pursuant to Rule 506
      of Regulation D approved at a meeting of the Board of Directors on April 15,
      2008 during the period ended September 30, 2008. Once this offering is completed
      or closed, the Company will need to begin another round of fund raising within
      the next 60 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 capital form
      shareholders 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 and/or the exercise of our
      outstanding warrants.


18


**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, 2007, relating to entity-level controls, the
      financial closing and reporting process, and segregation of duties, the
      Company’s Principal Executive Officer and Principal Financial Officer concluded
      that, as of September 30, 2008, the Company’s disclosure controls and procedures
      were ineffective.




**Changes
      in Internal Controls.**





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





PART
      II -
      OTHER INFORMATION





**Item
      1. Legal Proceedings**





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





**Item
      1A.   Risk Factors**





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





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




As
        of
        September 30, 2008 Company has accepted subscriptions for $463,900 worth of
        subscriptions for “units’ consisting of one common share (.001 par value) and
        one common stock purchase warrant to purchase an additional common share
        (.001
        par value) for $.50 per unit in it’s private placement of securities pursuant to
        Rule 506 of Regulation D approved at a meeting of the Board of Directors
        on
        April 15, 2008 in the form of cash, conversion of promissory Notes and accrued
        salary, amendments to its license agreement, and in exchange for
        services.





**Item
      3.    Defaults Upon Senior Securities**





None.





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





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


19


**Item
      5. Other Information**





On
      September 1, 2008, Rocky Richard Arnold, PhD, accepted the positions of
      President and CEO of the Company. On September 9, 2008 Dr. Arnold was voted
      onto
      the Board of Directors.





On
      August
      31, 2008, Jeff Lamberson, resigned the position of President.





Details
      of this change in management can be found in the Company’s 8-K filing on
      September 2, 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:
                November 14, 2008
            
            ***/s/
                Rocky Richard Arnold*
            
            ***/s/
                Glen Southard*Rocky
                Richard Arnold
              Chief
                Executive Officer
            
            Glen
                  Southard
              Principal
                Financial Officer


20