Todays Alternative Energy Corp - FORM 10-K

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EX-21.1 - Todays Alternative Energy Corp	v174493_ex21-1.htm
EX-32.2 - Todays Alternative Energy Corp	v174493_ex32-2.htm
EX-31.2 - Todays Alternative Energy Corp	v174493_ex31-2.htm
EX-31.1 - Todays Alternative Energy Corp	v174493_ex31-1.htm
EX-32.1 - Todays Alternative Energy Corp	v174493_ex32-1.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 001-32044

BIO SOLUTIONS MANUFACTURING, INC.

(Name of small business issuer as specified in its charter)

Nevada	16-576984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9720 Heatherstone River Court

Townhouse 1

Estero, FL 33928

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:		(888) 880-0994
Securities registered pursuant to Section 12(b) of the Act:		None
Securities registered pursuant to Section 12(g) of the Act:		$.00001 par value common stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: o Yes No x

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy ir information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o

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

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

o Yes x No

The issuer's revenues for its most recent fiscal year were $0.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity as of March 1, 2010 was $1,863,127.

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

As of March 1, 2010 26,616,097 shares of our common stock were issued and outstanding.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

TABLE OF CONTENTS

PART I	2

ITEM 1 - BUSINESS	3
ITEM 1A - RISK FACTORS	10
ITEM 1B - UNRESOLVED STAFF COMMENTS
ITEM 2 - PROPERTIES	16
ITEM 3 - LEGAL PROCEEDINGS	17
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6 - SELECTED FINANCIAL DATA	19
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	20
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 9A - CONTROLS AND PROCEDURES	25
ITEM 9A(T) - CONTROLS AND PROCEDURES
ITEM 9B - OTHER INFORMATION	26

PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE	26
ITEM 11 - EXECUTIVE COMPENSATION	29
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	33
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES	34

PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES	35

PART I

ITEM 1. BUSINESS

Overview

We are a provider of biodiesel fuel and waste bioremediation services. We have historically focused on waste bioremediation solutions to municipal collection systems and food service facilities through a distributor with a network of franchisees, (the “Cleaning Division”). With our June 2006 acquisition of Bio Extraction Services, Inc. (“BESI”) and its patent pending technology, we plan to focus on the production and sale of biodiesel fuel (the “Biodiesel Division”).

Company History

Bio Solutions Manufacturing, Inc. (the “Company”) is a Nevada corporation that was originally formed on September 19, 1994 as a New York corporation. Prior to the fourth quarter of 2000, we operated under the name “Ream Printing Paper Corp.” and had not engaged in any business for a number of years. From the fourth quarter of 2000 until March, 2004, we operated under the name Single Source Financial Services Corporation (“SSFS”) and engaged in the electronic transaction processing business.

In March, 2004, we acquired all of the issued and outstanding stock of Bio Solutions Manufacturing, Inc., a Nevada corporation, in exchange for approximately 92% of its issued and outstanding common stock. We changed our name to Bio Solutions Manufacturing, Inc. (“BSM”) and the name of its wholly owned subsidiary was changed to Bio Solutions Production, Inc. (“BSP”). Through BSP, (prior the October 2008 reincorporation merger (see below)), we engaged in the business of manufacturing environmentally safe bio-remediation products for the treatment of various forms of waste by the food service industry and municipal waste treatment plants and other customers throughout the United States.

In June 2006, we acquired all of the outstanding equity of BESI, a company focused on the production of bio-fuel technology. In connection with this acquisition, we acquired BESI’s patent pending technology, which is used to extract grease from waste products, which is then converted into B100 biodiesel fuel.

On October 31, 2008, we changed our domicile from New York to Nevada by means of a merger of Bio Solutions Manufacturing, Inc., a New York corporation with and into its wholly owned subsidiary Bio Solutions Manufacturing, Inc., a Nevada corporation (formerly BSP).

Our executive offices are located at 9720 Heatherstone River Court, Townhouse 1, Etsero, FL 33928. Our telephone number is (888) 880-0994.

Recent Developments

Our Business

Our business consists of two separate divisions: (i) the Biodiesel Division, through which we intend to produce, develop, and sell biodiesel fuel, and (ii) the Cleaning Division, which offers biological solutions and environmental applications for waste remediation. Until the second quarter of our 2007 fiscal year, our products in our Cleaning Division had been sold through a sales and marketing company for environmental application products, which company was previously an affiliate and a significant shareholder of ours. In the second quarter of our 2007 fiscal year, we ceased production of biological waste remediation products until further notice and in the fourth quarter of our 2007 fiscal year, we terminated our selling arrangement with BSFC. We plan to resume production of remediation products in the future.

The Biodiesel Division

With our acquisition of BESI and its patent pending oil and grease extraction technology, we are entering the biodiesel market. We plan to produce our biodiesel through the collection of yellow fat and trap grease, as compared to other manufacturers that use agricultural feedstock and other energy sources such as soy oils and animal fats. We plan to construct or lease up to 12 mid-size biodiesel plants that are capable of producing 1.5 million gallons of biodiesel fuel a year. We expect to open our first biodiesel plant upon receipt of sufficient capital to do so. We do not anticipate that we will generate revenues in our biodiesel division until we have established plants which are operational. In addition, we are also exploring the concept of partnering with municipalities requiring assistance with processing brown grease and may provide the facilities for conversion. In such a joint venture, we would license our technology to the municipality and share royalties on sales of biodiesel fuel converted.

Our Opportunity

A large number of biodiesel manufacturers use agricultural feedstock and other agri-energy sources such as soy oils and animal fats to generate biodiesel fuel, and there is intense competition and cost for these resources. Our recently acquired patent pending oil and grease extraction technology allows us to manufacture biodiesel using yellow fat and trap grease in our production of biodiesel. Our management believes that we are currently one of the few manufacturers who will rely exclusively on yellow fat and trap grease for the production of biodiesel fuel.

Historically, our bio-remediation business was focused on the development and sale of products for distribution to food preparation facilities to digest organic waste on site. Our new recently acquired technology allows us to separate solids from liquid wastes that can be transported for conversion into biodiesel fuel. We intend to look to leverage our current relationships with these facilities to further our entry into the biodiesel production market.

Further, food service preparation facilities and municipalities spend millions of dollars each year to haulers that transport and dispose of such grease. In addition, haulers of such grease are required to pay “tipping” fees in connection with the disposal of such waste. We are seeking to establish relationships with several mid-size haulers of such trapped grease waste to install production plants near their locations to give us direct access to brown trapped grease which our patent pending technology can convert into B100 biodiesel. We intend to construct a program under which haulers will pay reduced tipping fees based upon the amount of brown trapped grease delivered. In addition, we intend to construct plants in geographically desirable locations, for tipping purposes. In each case, haulers would recognize cost savings and have incentive to deliver their brown trapped grease to us. Accordingly, we will seek to secure free inventory of brown trapped grease if our negotiations with hauler prove successful. This would allow us to offer our biodiesel at competitive prices as we will avoid the high cost and competition for agricultural feedstock. We intend to prepare formal agreements with haulers upon establishment of biodiesel plants

Strategic Relationships

In December 2006, we entered into an agreement with The Ashcroft Group, LLC, led by former Attorney General John D. Ashcroft. The Ashcroft Group has relationships with municipalities, military installations, and correctional facilities, all of which have grease waste disposal requirements. We will look to the Ashcroft Group to assist in developing relationships with such entities allowing us to further build our inventory of waste to produce and ultimately market biodiesel fuel.

In January 2007, we entered into a letter of intent with Environmental Energy Recycling Corp. (“EERC”). Subject to further due diligence and the execution of definitive agreements, EERC has committed to deliver at least 525,000 gallons of brown grease feedstock each year for our production of biodiesel fuel. EERC also intends to provide us with a working site with existing waste water permits. This will allow us to install production equipment on an expedited basis. We seek to secure similar relationships going forward upon construction and establishment of biodiesel plants

In July 2008, we entered into a Design and Development Agreement with Hammerhead Engineering. Pursuant to this agreement, Hammerhead will research the most economical method of producing biodiesel fuel from brown grease and will develop a new technology for this method. In addition, Hammerhead will design a plant for use in producing B100 biodiesel fuel. In addition, Hammerhead may be able to facilitate introductions to other companies who can assist in soliciting requests for proposals (RFPs) from municipalities requiring assistance with conversion of brown grease and production of biodiesel fuel.

Principal Products and Markets—Biodiesel Division

The principal products we expect to produce at our future plants are biodiesel fuel and crude glycerin. We expect each plant to have capacity to produce a significant amount of biodiesel and glycerin per year.

Primary Product-Biodiesel Fuel

Biodiesel fuel is a clean-burning alternative fuel produced from domestic, renewable resources that are primarily used in compression ignition (diesel) engines. Biodiesel can also be used as heating oil. Biodiesel is comprised of mono-alkyl esters of long chain fatty acids derived from vegetable oils or animal fats. A chemical process called transesterification removes the free fatty acids from the base oil and creates the desired esters. Transesterification is the reaction of vegetable oil or animal fat with an alcohol, such as methanol or ethanol, in the presence of a catalyst. The process yields four products: mono-alkyl ester (biodiesel), glycerin, feed quality fat, and methanol. The methanol can be used again in the process.

Biodiesel can then be used in neat (pure) form, or blended with petroleum diesel. Biodiesel that is in neat (pure) form is typically designated in the marketplace as B100. The 100 indicates that the fuel is 100% biodiesel. Biodiesel is frequently blended with petroleum based diesel. When biodiesel is blended, it is typically identified in the marketplace according to the percentage of biodiesel in the blend. For instance, B20 indicates that 20% of the fuel is biodiesel and 80% is petroleum-based diesel.

Biodiesel’s physical and chemical properties, as they relate to operations of diesel engines, are similar to petroleum-based diesel fuel. As a result, biodiesel, in its pure form or blended with petroleum diesel, may be used in most standard diesel engines without making any engine modifications. Biodiesel demonstrates greater lubricating properties, referred to as lubricity, than petroleum-based diesel. This could lead to less engine wear in the long-run as biodiesel creates less friction in engine components than petroleum-based diesel. Biodiesel also demonstrates greater solvent properties. With higher percentage blends of biodiesel, this could lead to break downs in certain rubber engine components such as seals. The solvent properties of biodiesel also can cause accumulated deposits from petroleum-based diesel in fuel systems to break down. This could lead to clogged fuel filters in the short-term. Fuel filters should be checked more frequently initially when using biodiesel blends. These problems are less prevalent in blends that utilize lower concentrations of biodiesel compared to petroleum-based diesel.

Co-products-Glycerin

Glycerin is the primary co-product of biodiesel production. Glycerin is produced at a rate of approximately 10% of the quantity of biodiesel produced. Glycerin possesses a unique combination of physical and chemical properties that makes it suitable for use in a wide variety of products. It is highly stable under typical storage conditions, compatible with a wide variety of other chemicals and comparatively non-toxic. Glycerin has many applications, including as an ingredient or processing aid in cosmetics, toiletries, personal care, drugs, and food products.

Biodiesel Markets

Biodiesel is primarily used as fuel for compression ignition (diesel) engines. Biodiesel can also be used as heating oil. It is produced using renewable resources including plant oils and animal fats. It provides environmental advantages over petroleum-based diesel fuel such as reduced vehicle emissions. Our ability to market our biodiesel will be heavily dependent upon the price of petroleum-based diesel fuel as compared to the price of biodiesel, in addition to the availability of economic incentives to produce biodiesel.

Biodiesel is frequently used as fuel in transport trucks, ships, trains, in farming activities and in many government vehicles. According to the United States Department of Energy, the United States consumes approximately 60 billion gallons of diesel fuel annually; however, in 2005, biodiesel accounted for only approximately 75 million gallons of this market. The National Biodiesel Board estimates that in 2006 approximately 200 to 250 million gallons of biodiesel were produced in the United States. Government legislation that seeks to encourage use of renewable fuels could lead to an expansion of the market for biodiesel in the future. Further market increases might occur as a result of environmental concerns by American consumers as well as an increased awareness of energy security and the United States’ ability to supply its own fuel needs.

Wholesale Market/ Biodiesel Marketers

Biodiesel can be sold on the wholesale market either directly to fuel blenders or through biodiesel marketers. Fuel blenders purchase B100 and B99.9 biodiesel, and mix it with petroleum-based diesel. The fuel blenders actually deliver the final product to retailers.

There are very few wholesale biodiesel marketers in the United States. Two examples are World Energy in Chelsea, Massachusetts and Renewable Energy Group, Inc. in Ralston, Iowa. These companies use their existing marketing relationships to market the biodiesel of individual plants to end users for a fee.

Retail

The retail market consists of biodiesel distribution primarily through fueling stations to transport trucks and jobbers, which are individuals that buy product from manufacturers and sell it to retailers, who supply farmers, maritime customers and home heating oil users. Retail level distributors include oil companies, independent station owners, marinas, and railroad operators. The biodiesel retail market is still in its very early stages as compared to other types of fuel. The present marketing and transportation network must expand significantly in order for our company to effectively market our biodiesel to retail users. With increased governmental support of renewable fuels and greater consumer awareness of renewable fuels, we believe that the availability of biodiesel will likely increase in the future.

The government has increased its use of biodiesel since the implementation of the Energy Policy Act (EPACT) of 1992, amended in 1998, which authorized federal, state, and public agencies to use biodiesel to meet the alternative fuel vehicle requirements of EPACT. Although it is possible that individual plants could sell directly to various government entities, it is unlikely our future plants could successfully market our biodiesel through such channels. Government entities have very long sales cycles based on the intricacies of their decision making and budgetary processes.

Competition - Biodiesel Division

We will operate in a very competitive environment. Biodiesel is a relatively uniform commodity where the competition in the marketplace is predominantly based on price and to a lesser extent delivery service. We will compete with large, multi-product companies and other biodiesel plants with varying capacities. Some of these companies can produce biodiesel in a more efficient manner than we are able. We face competition for capital, labor, management, and other resources. Most of our competitors have greater resources than we currently have or will have in the future.

We expect that additional biodiesel producers will enter the market if the demand for biodiesel continues to increase. When new producers enter the market, they will increase the supply of biodiesel in the market. If demand does not keep pace with additional supply, the selling price of biodiesel will likely decrease and we may not be able to operate our future plants profitably.

Sources and Availability of Raw Materials Supply - Biodiesel Division

Biodiesel Fuel is made from feed stock which either comes from agricultural crops like soybean or from yellow grease or brown trapped grease. Approximately 13 pounds of brown trapped grease is produced by each person in the United States each year. Restaurants and food service preparation facilities are required to trap the brown grease they produce and dispose of it to keep it out of the public’s sewer systems. It is estimated that restaurants produce 500 million gallons annually. We are in negotiations with several mid-size haulers of such trapped grease waste to install a production plant near their locations which would give us direct access to brown trapped grease which our patent pending technology can convert into B100 biodiesel. We intend to construct a program under which haulers will pay reduced tipping fees based upon the amount of brown trapped grease delivered. In addition, we intend to construct or lease plants in geographically desirable locations, for tipping purposes. In each case, haulers would recognize cost savings and have incentive to deliver their brown trapped grease to us. Accordingly, we will seek to secure free inventory of brown trapped grease if our negotiations with hauler prove successful. This would allow us to offer our biodiesel at competitive prices as we will avoid the high cost and competition for agricultural feedstock. We intend to prepare formal agreements with haulers upon establishment of biodiesel plants.

Patents, trademarks, licenses - Biodiesel Division

We have filed a patent application entitled “Fats, Oil and Grease Interceptor” with the United States Patent and Trademark Office on August 29, 2006 (Application No. U.S. 468,205), which application is still pending. Notwithstanding our efforts to protect our proprietary rights, existing trade secret, copyright, and trademark laws afford only limited protection. Despite our efforts to protect our proprietary rights and other intellectual property, unauthorized parties may attempt to copy aspects of our products, obtain and use information that we regard as proprietary or misappropriate our copyrights, trademarks, trade dress, and similar proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. Our means of protecting our proprietary rights may not be adequate. In addition, our competitors might independently develop similar technology or duplicate our products or circumvent any patents or our other intellectual property rights.

Governmental approval and regulations - Federal Biodiesel Supports

We expect the demand for biodiesel in the United States to grow significantly over the next ten years due to the demand for cleaner air, an emphasis on energy security, and the Renewable Fuels Standard and other government support of renewable fuels. The Energy Policy Act of 2005 and Jobs Bill have established the groundwork for biodiesel market development.

Renewable Fuels Standard

The Energy Policy Act of 2005 creates the Renewable Fuels Standard (RFS), which mandates that 7.5 billion gallons of renewable fuels be used annually by 2012. The standard starts at 4 billion gallons in 2006 and increases to 7.5 billion gallons in 2012. On September 7, 2006, the EPA promulgated a proposed final rule that would fully implement the RFS. The proposed final rule would implement the requirement that starting in 2006, 4 billion gallons of renewable fuel be used in the United States, increasing to 7.5 billion gallons by 2012. Further, the proposed final rule creates a credit trading system, by which, fuel blenders who are subject to the RFS but do not blend sufficient quantities of renewable fuels to meet the RFS, can purchase credits from parties who blend more renewable fuels than they are required. This system is meant to allow the industry as a whole to meet the RFS amount in the most cost effective manner possible.

Future Legislation

Environmental regulations that may affect our company change frequently. It is possible that the government could adopt more stringent federal or state environmental rules or regulations, which could increase our operating costs and expenses. The government could also adopt federal or state environmental rules or regulations that may have an adverse effect on the use of biodiesel. Furthermore, the Occupational Safety and Health Administration (OSHA) will govern our plant operations. OSHA regulations may change such that the costs of the operation of the plant may increase. Any of these regulatory factors may result in higher costs or other materially adverse conditions effecting our operations, cash flows and financial performance. These adverse effects could decrease or eliminate the value of our business.

Costs and Effects of Compliance with Environmental Laws

We are subject to extensive air, water and other environmental regulations and we have been required to obtain a number of environmental permits to construct and operate the plant. We are in the process of obtaining all of the necessary permits to begin plant operations including air emissions permits, a NPDES Permit, storm water discharge permits, and boiler permits. As of January 31, 2008, we have not yet incurred any expenses in complying with environmental laws, including the cost of obtaining permits. Any retroactive change in environmental regulations, either at the federal or state level, could require us to obtain additional or new permits or spend considerable resources on complying with such regulations.

We will be subject to oversight activities by the EPA. We are in the process of obtaining an ID number from the EPA for any hazardous waste that may result from our production of biodiesel. We could also be subject to environmental or nuisance claims from adjacent property owners or residents in the area arising from possible foul smells or other air or water discharges from the plant. Such claims may result in an adverse result in court if we are deemed to engage in a nuisance that substantially impairs the fair use and enjoyment of real estate.

Employees

We have two employees consisting of our Chief Executive Officer and our Chief Financial Officer. None of our employees are represented by a labor union and we have not entered into a collective bargaining agreement with any union.

Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking Information

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this annual report before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The trading price of our common stock could decline due to any of these risks.

Risks Related to our Business

There is substantial doubt about our ability to continue as a going concern. As of October 31, 2009 and 2008, our independent public accounting firm issued a “going concern opinion” wherein they stated that the accompanying financial statements were prepared assuming the Company will continue as a going concern and we expect to receive a going concern opinion upon completion of the audit of our financial statements for the year ended October 31, 2009. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. We have incurred losses since inception and have had negative cash flows from operations. For the years ended October 31, 2009 and 2008, we incurred net losses, and had a stockholders’ deficit. Our future is dependent upon our ability to obtain additional equity or debt financing and upon future successful development and marketing of our products and services. Management is pursuing various sources of equity and debt financing. Although we plan to pursue additional financing, there can be no assurance that we will be able to secure such financing or obtain financing on terms beneficial to us. Failure to secure such financing may result in our inability to continue as a going concern and the impairment of the recorded long lived assets. Further, we closed our manufacturing facility for the products in our Cleaning Division and we need additional capital to relocate and open a new manufacturing facility. Once we relocate a new manufacturing facility, we anticipate selling our biological waste remediation products again. We anticipate future losses from operations as a result of this matter. These matters raise substantial doubt about our ability to continue as a going concern.

We need capital to execute our business plan to enable us to generate revenues. Currently, we do not generate any revenues. In the Biodiesel Division, we need to construct or lease biodiesel plants and we will not generate any revenues in this division until we have established plants which are operational. The expected cost to build each biodiesel plant is $2.5 million and we do not have the capital to build any such plants. In addition, we closed the manufacturing facility for our Cleaning Division products in the second fiscal quarter of 2007 and also ceased marketing and selling such products at that time. We need capital to relocate and open a new facility for the manufacture and subsequent sale of products in our Cleaning Division. If we cannot raise additional debt and/or equity capital, we will be unable to generate any revenues in either our Biodiesel or Cleaning Divisions.

We lack proper internal controls and procedures. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As of October 31, 2009, our President and Chief Financial Officer carried out an evaluation, of the effectiveness of the design and operation of our system of disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d) promulgated under the Exchange Act. Based on this evaluation, our President and Chief Financial Officer concluded that our controls and procedures were not effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the course of the preparation of our October 31, 2009 financial statements, we identified certain material weaknesses relating to our internal controls and procedures within the areas of accounting for equity transactions, document control, account analysis, and reconciliation. Some of these internal control deficiencies may also constitute deficiencies in our disclosure controls.

In addition, we have a limited number of employees and are not able to have proper segregation of duties based on the cost of hiring additional employees solely to address the segregation of duties issue. We determined the risks associated with the lack of segregation of duties are insignificant based on the close involvement of management in day-to-day operations (i.e. tone at the top, corporate governance, officer oversight and involvement with daily activities, and other company level controls). We limited resources available and the limited amount of transactions and activities allow for compensating controls.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

In addition, our President and Chief Financial Officer have determined that no change in our internal control over financial reporting occurred during the fourth quarter of our fiscal year ended October 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

Our President and Chief Financial Officer are in the process of implementing a more effective system of controls, procedures, and other changes in the areas of accounting for equity transactions, document control, account analysis, and reconciliation to insure that information required to be disclosed in this annual report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources.

The Company is required to be in compliance with the certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control for the year ending October 31, 2010. The Company has experienced severe cash flow problems and, as a result, has not had the resources to address fully the certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented. Failure to develop adequate internal control and hiring of qualified accounting personnel may result in a “material weakness” in the Company’s internal control relating to the above activities.

Among the changes needed to be implemented are the following:

Document control system established and monitored for compliance;

Timely analysis of accounting treatment and disclosure requirements for contractual agreements;

Centralized control of cash disbursements;

●

Procedures established and personnel assigned to reconcile key accounts on a timely basis; and

	●	Control function added to review reconciliations.
	●	Procedures established to develop financial statements on a timely basis with the relevant disclosures

Risks Related to New Entry into Biodiesel Market

We have no operating history in the biodiesel market, which could result in errors in management and operations. We recently entered the biodiesel production and sale market and have no history of operations. We may not be able to manage entry into this market effectively or properly staff operations, and any failure to manage our entry into this market effectively could delay the commencement of plant operations. Such a delay is likely to further hinder our ability to generate revenue and could make governmental grants unavailable to us. We anticipate our company will experience substantial growth during the construction and start-up of operations of the plant and the hiring of employees. This period of growth and the start-up of the plant is likely to present significant challenges for us.

We have a history of losses and may not ever operate profitably. We will continue to incur significant losses until we successfully complete or acquire and commence operations of a biodiesel plant. There is no assurance that we will be successful in our efforts to build or acquire and operate the biodiesel plant. Even if we successfully meet all of these objectives and begin operations at the biodiesel plant, there is no assurance that we will be able to operate profitably.

We have not hired any employees other than our Chief Executive Officer and our Chief Financial Officer to operate our biodiesel division, and may not be able to hire employees capable of effectively operating the biodiesel plant, which may hinder our ability to operate profitably. Because we recently entered the biodiesel industry, we have not hired any employees. Prior to completion of the plant construction and commencement of operations, we intend to hire a significant number of full-time employees. Following completion of the biodiesel plant, we expect certain of our employees to be in biodiesel production operations and certain of our employees to be in general management and administration. We may not be successful in hiring employees to operate our biodiesel plant at a reasonable price. If we are not able to hire and retain employees who can effectively operate the plant, our ability to profitably operate the plant will be adversely affected.

We have no experience in the biodiesel industry, which increases the risk of our inability to build and operate the biodiesel plant. We are presently, and will likely continue to be for some time, dependent upon our officers and directors. Most of these individuals are experienced in business generally but have no experience in organizing and building, acquiring, or operating a biodiesel plant..

Our success depends upon maintaining the proprietary nature of patent pending grease interceptor technology. To protect these rights, we rely principally on a combination of:

contractual arrangements providing for non-disclosure and prohibitions on use;

patents and pending patent applications;

trade secret, copyright and trademark laws; and

certain technical measures.

Our policy is to enter into confidentiality, technology ownership and/or license agreements, as applicable, with our technical employees, as well as with distributors and customers.

Patent, trade secret, copyright and trademark laws provide limited protection. Because patent applications in the United States are not publicly disclosed until the relevant patent is issued, applications may have been filed, which, if issued as patents, could relate to our services and products as currently designed or as we may modify them in the future to meet the market’s requirements. Trade secret, copyright and trademark laws, in combination with the steps we take to protect our proprietary rights, may not adequately prevent misappropriation of those rights. We may be required to bring proceedings in the United States Patent and Trademark Office or other legal action to enforce our patents, trademarks or copyrights. We may find it necessary to litigate to protect our trade secrets and know-how. Any legal actions would be costly, time consuming, and would divert the attention of management and personnel.

The protections provided by laws protecting intellectual property rights do not prevent our competitors from developing, independently, products similar or superior to our products and technologies. In addition, effective protection of copyrights, trade secrets, trademarks, and other proprietary rights may be unavailable or limited in certain foreign countries.

Our inability or failure to protect our proprietary technology could damage our ability to compete, reduce our revenues and damage our prospects for achieving growth and profitability.

If our products incorporate technology that infringes the proprietary rights of third parties and we do not secure licenses from them, we could be liable for substantial damages that would cause a material reduction in revenues and impair our prospects for achieving growth and profitability.

If any third party prevails in an action against us for infringement of its proprietary rights, we could be required to pay damages and either enter into costly licensing arrangements or redesign our products so as to exclude the infringing technology. As a result, we would incur substantial costs, delays in the product development, sales and shipments of our products and our revenues may decline substantially and we may never be able to achieve the growth required for us to achieve profitability.

Risks Related to Biodiesel Production

Declines in the prices of biodiesel and its co-products will have a significant negative impact on our financial performance . Our revenues will be greatly affected by the price at which we can sell our biodiesel and its co-products, primarily glycerin. These prices can be volatile as a result of a number of factors over which we have no control. These factors include the overall supply and demand for biodiesel, the price of diesel fuel, level of government support, and the availability and price of competing products. The total production of biodiesel continues to rapidly expand at this time. But, demand may not increase to meet the increase in supply. The increased production of biodiesel without corresponding increases in demand may lead to lower biodiesel prices. Any lowering of biodiesel prices may reduce our revenues.

In addition, increased biodiesel production will lead to increased supplies of co-products from the production of biodiesel, such as glycerin, which may lead to lower prices for our co-products. Glycerin prices in the United States and Europe have already declined over the last several years due to increased biodiesel production and the resulting saturation of the glycerin market. Increased supplies of co-products could outpace demand, which could lead to lower prices for our co-products. If the price of glycerin declines, our revenue from glycerin may be substantially compromised. Increased expenses and decreased sales prices for our products may result in less income, which would decrease our revenues.

Competition from other sources of fuel may adversely affect our ability to market our biodiesel . Although the price of diesel fuel has increased over the last several years and continues to rise, diesel fuel prices per gallon remain at levels below or equal to the price of biodiesel. In addition, other more cost-efficient domestic alternative fuels may be developed which could displace biodiesel as an environmentally-friendly alternative fuel. If diesel prices decline or a new fuel is developed to compete with biodiesel, it may be difficult to market our biodiesel.

Our reliance upon third parties for our grease feedstock supply may hinder our ability to profitably produce our biodiesel . In addition to being dependent upon the availability of grease feedstock supply, we will be dependent on relationships with third parties, including feedstock suppliers. We have entered into an agreement with Environmental Energy Recycling Corp (EERC) to deliver us yellow grease and with Ashcroft Group to assist in the development and marketing of our bio-diesel product, we still anticipate requiring additional relationships to further our business plan. Assuming that we can establish additional relationships, suppliers may terminate those relationships, sell to other buyers, or enter into the biodiesel manufacturing business in competition with us. Suppliers may not perform their obligations as agreed, and we may be unable to specifically enforce our agreements. This could negatively affect our ability to create revenue.

Concerns about fuel quality may impact our ability to successfully market our biodiesel . Industry standards impose quality specifications for biodiesel fuel. Actual or perceived problems with quality control in the industry may lead to a lack of consumer confidence in the product and hinder our ability to successfully market our biodiesel. For example, in December 2005, a batch of biodiesel that failed to meet industry specifications in Minnesota resulted in a 10-day emergency variance from the state’s 2% biodiesel requirement in order to allow for time to fix the problem. Although industry representatives attributed the problem to start-up glitches in the state’s new biodiesel plants, similar quality control issues could result in a decrease in demand for our product.

Cold weather may cause biodiesel to gel, which could have an adverse impact on our ability to successfully market our biodiesel . The pour point for a fuel is the temperature at which the flow of the fuel stops. A lower pour point means the fuel can be effectively utilized in colder weather. The pour point of 100% soy-based biodiesel is approximately 25ºF. The pour point for tallow-based biodiesel is approximately 60ºF. The pour point for No. 2 low sulfur diesel fuel is approximately -30ºF. When diesel is mixed with soy-based biodiesel to make a 2% biodiesel blend, the pour point is -25ºF. Therefore, we believe we will need to blend soy-based biodiesel with petroleum diesel in order to provide a biodiesel product that will have an acceptable pour point in cold weather. Generally, biodiesel that is used in blends of 2% to 20% is expected to provide an acceptable pour point for colder markets comparable to the No. 2 low sulfur diesel pour point. In colder temperatures, lower blends are recommended to avoid fuel system plugging. This may cause the demand for our biodiesel in northern markets to diminish during the colder months.

The tendency of biodiesel to gel in colder weather may also result in long-term storage problems . At low temperatures, fuel may need to be stored in a heated building or heated storage tanks. This may cause a decrease in demand for our product in colder climates due to increased storage costs. This may result in decreased revenues for us.

Automobile manufacturers and other industry groups have expressed reservations regarding the use of biodiesel, which could negatively impact our ability to market our biodiesel . Because biodiesel is a relatively new product, the research of biodiesel use in automobiles and its effect on the environment is ongoing. Some industry groups and standards, including the World Wide Fuel Charter, have recommended that blends of no more than 5% biodiesel be used for automobile fuel, due to concerns about fuel quality, engine performance problems and possible detrimental effects of biodiesel on rubber components and other engine parts. Although some manufacturers have encouraged use of biodiesel fuel in their vehicles, cautionary pronouncements by others may impact our ability to market our product.

The trucking industry opposed the imposition of the Minnesota 2% biodiesel requirement, citing concerns regarding fuel expense and lack of infrastructure necessary to implement the requirement. Such concerns may result in opposition to similar proposed legislation in other states in the future and may negatively impact our ability to market our biodiesel. The American Trucking Associations, however, altered its position on biodiesel in October 2005 by passing a resolution advocating the use of 5% biodiesel blends by the trucking industry.

In addition, studies have shown that nitrogen oxide emissions from pure biodiesel are 10% higher than with petroleum-based biodiesel. Nitrogen oxide is the chief contributor to ozone or smog. New engine technology is available and is being implemented to eliminate this problem. The increased nitrogen oxide emissions may decrease the appeal of our product to environmental groups and agencies who have been historic supporters of the biodiesel industry, which may result in our inability to market our biodiesel.

Risks Related to Biodiesel Industry

New plants under construction or decreases in the demand for biodiesel and glycerin, our co-product, may result in excess production capacity which could decrease our revenues and adversely impact our financial condition . The biodiesel manufacturing industry is experiencing rapid growth. In 2005, approximately 75 million gallons of biodiesel were produced in the United States. The National Biodiesel Board estimates that in 2006 approximately 200 to 250 million gallons of biodiesel were produced in the United States. However, many biodiesel plants do not operate at full capacity and the National Biodiesel Board estimates the current dedicated biodiesel production capacity of these plants is approximately 582 million gallons per year. Further, reported plant construction and expansion, if realized, are expected to result in another 1.4 billion gallons of annual biodiesel production capacity, for total annual production capacity of almost 2 billion gallons. Biodiesel supply may outpace biodiesel demand which could lead to decreased biodiesel prices. This could affect our ability to operate our plant profitably.

We face substantially different risks in the biodiesel industry than do ethanol manufacturers . The ethanol industry enjoys over 5 billion gallons of annual domestic demand and a vast existing production, marketing, and transportation network. Conversely, the National Biodiesel Board estimates that in 2006 approximately 200 to 250 million gallons of biodiesel were produced in the United States. The entire diesel fuel market constitutes of only about one-third of the gasoline market as a whole. Fifty-six percent of the diesel market is the trucking industry. Acceptance of biodiesel by consumers has been slow, and the biodiesel industry has faced opposition from the trucking industry and others in regard to legislative mandates for its use. Further the retail market for biodiesel is not sufficiently developed which could lead to decreased demand for biodiesel. This could impact our ability to make a profit.

The biodiesel industry is becoming increasingly competitive and we compete with larger, better financed entities which could impact our ability to operate profitably . Commodity groups in the Midwest and the enactment of favorable federal and state legislation have encouraged the construction of biodiesel plants, and there are numerous other entities considering the construction of biodiesel plants. Nationally, the biodiesel industry may become more competitive given the substantial construction and expansion that is occurring in the industry. According to the National Biodiesel Board, as of November 2006, there were 87 active plants with 13 planning to expand their operations. There were also 65 companies planning to construct new biodiesel plants in the United States.

Competition from other lubricity additives for ultra low sulfur diesel may be a less expensive alternative to our biodiesel, which would cause us to lose market share . The Environmental Protection Agency (EPA) has issued regulations to reduce the amount of sulfur in diesel fuel in order to improve air quality. These regulations affect all diesel fuel that will be made available for retail sale beginning in October 2006. The removal of sulfur from diesel fuel also reduces its lubricity which must be corrected with fuel additives, such as biodiesel which has inherent lubricating properties. Our biodiesel plant is expected to compete with producers of other diesel additives made from raw materials other than soybeans having similar lubricity values as biodiesel, such as petroleum-based lubricity additives. Many major oil companies produce these petroleum-based lubricity additives and strongly favor their use because they achieve the desired effect in lower concentrations than biodiesel. In addition, much of the distribution infrastructure is in place for petroleum-based additives. As a result, petroleum-based additives may be more cost effective than biodiesel. This could result is less demand for biodiesel as a lubricity additive. This could negatively affect our ability to sell our biodiesel profitably.

As the production of biodiesel fuel increases there may not be an adequate supply of railroad cars or trucks to distribute the biodiesel fuel produced by our plant . As more of the biodiesel production plants under construction and in the planning phase begin production, there exists an increasingly large supply of biodiesel fuel to be distributed and there may not be an adequate supply of rail cars or trucks to distribute the fuel which is produced. This problem has affected the agriculture industry for years and there are already reports of railcar shortages becoming a problem for the biodiesel industry.

Risks Associated with Investing in our Common Stock

We have issued a substantial number of securities convertible into shares of our common stock which will result in substantial dilution to the ownership interests of our existing stockholders . As of October 31, 2009, approximately 1,396,487,000 shares of our common stock were convertible or exercisable from the following securities: (i) 1,396,487,000 shares representing shares of common stock issuable upon conversion in full of our outstanding convertible promissory notes (without regard to any limitations on conversion). The exercise or conversion of these securities will result in a significant increase in the number of outstanding shares and substantially dilute the ownership interests of our existing shareholders.

A substantial number of our convertible securities are convertible into shares of common stock at a current on price of $0.001 per share. Most of these shares are eligible for public resale. The trading price of our common stock and our ability to raise additional financing may be adversely affected by the influx into the market of such a substantial number of shares . As of October 31, 2009, our outstanding convertible notes were convertible into 1,396,487,000 shares of common stock at a per share conversion price equal to $0.001 per share, which is less than the current trading price of our shares. Although many of the shares issuable upon conversion of our convertible warrants are eligible for public resale under Securities and Exchange Commission Rule 144, we have agreed to file a registration statement to cover the public resale of all of these shares. This significant increase in number of shares available for public sale may have a negative impact on the trading price of our shares and substantially dilute the ownership interest of our existing shareholders. In order to raise additional financing we would likely be required to issue additional shares of common stock or securities convertible into common stock at a purchase or conversion price as applicable, on similar terms. To the extent these factors are viewed negatively by the market, it may provide an incentive for persons to execute short sales of our common stock that could adversely affect the trading price of our common stock.

The issuance of shares upon conversion of our convertible securities may cause immediate and substantial dilution to our existing stockholders. The issuance of shares upon conversion of our outstanding convertible notes may result in substantial dilution to the interests of other stockholders since the selling stockholders may ultimately convert and sell the full amount issuable on conversion. Although the selling stockholders may not convert their convertible notes if such conversion would cause them to own more than 4.99% of our outstanding common stock, this restriction does not prevent the selling stockholders from converting some of their holdings and then converting the rest of their holdings. In this way, the selling stockholders could sell more than this limit while never holding more than this limit. There only upper limit on the number of shares that may be issued is the number of shares of common stock authorized for issuance under our articles of incorporation. The issuance of shares upon conversion of the convertible notes will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

The issuance of shares under awards granted under existing or future employee benefit plans may cause immediate and substantial dilution to our existing stockholders. In order to provide persons who have a responsibility for our management and/or growth with additional incentive, to increase their proprietary interest in our success, and to support and increase our ability to attract and retain individuals of exceptional talent, we have adopted several stock incentive plans including: a 2008 Stock Incentive Plan, a 2008 California Stock Incentive Plan and a 2007 Stock Incentive Plan. The total number of shares available for the grant of either stock options or stock awards under the each plan is 16,000,000 shares, 16,000,000 shares and 10,000,000 shares, respectively, subject to adjustment, and as of October 31, 2009, we had issued 2,740 shares, 144,535 and 9,960 shares, respectively. We may also adopt one or more additional employee benefit plans in the future. The issuance of shares under an employee benefit plan may result in substantial dilution to the interests of other stockholders. There only upper limit on the number of shares that may be issued under the number of shares of common stock we may reserve under employee benefit plans is the number of shares of common stock authorized for issuance under our articles of incorporation. The issuance of shares under current or future employee benefit plans will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

There is a limited trading market for our common stock. Our common stock is traded on the OTC Bulletin board under the symbol “BSOM.OB.” There has been virtually no trading activity in our stock recently, and when it has traded, the price has fluctuated widely. We consider our common stock to be “thinly traded” and any last reported sale prices may not be a true market-based valuation of the common stock. A consistently active trading market for our stock may not develop at any time in the future. Stockholders may experience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our stock. It is possible that even a limited public market for our common stock will not be sustained after the date of this annual report or at a time at which you may desire to sell your shares.

The volatility of our stock price affect our may adversely affect the market price for our common stock. The market price of our common stock has historically been volatile. We believe the market price of the common stock could continue to fluctuate substantially, based on a variety of factors, including quarterly fluctuations in results of operations, timing of product releases, announcements of new products and acquisitions or acquisitions by our competitors, changes in earnings estimates by research analysts, and changes in accounting treatments or principles. The market price of our common stock may be affected by our ability to meet or exceed analysts’ or “street” expectations, and any failure to meet or exceed such expectations could have a material adverse effect on the market price of our common stock. Furthermore, stock prices for many companies, particularly entertainment companies, fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations and general economic, political and market conditions, such as recessions or international currency fluctuations and demand for our products, may adversely affect the market price of our common stock.

Our common stock is considered to be a “penny stock” and, as such, the market for our common stock may be further limited by certain SEC rules applicable to penny stocks. As long as the price of our common stock remains below $5.00 per share or we have net tangible assets of $2,000,000 or less, our shares of common stock are likely to be subject to certain “penny stock” rules promulgated by the SEC. Those rules impose certain sales practice requirements on brokers who sell penny stock to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000). For transactions covered by the penny stock rules, the broker must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to the sale. Furthermore, the penny stock rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices and disclosure of the compensation to the brokerage firm and disclosure of the sales person working for the brokerage firm. These rules and regulations make it more difficult for brokers to sell our shares of our common stock and limit the liquidity of our securities.

If we fail to remain current in our reporting requirements under the Securities Exchange Act of 1934, as amended, our shares could be removed from trading on the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their shares in the secondary market. Our common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended. As a result, we are required to file annual and quarterly reports under the Exchange Act. In addition, in order for our shares of common stock to be eligible for trading on the Over-The-Counter Bulletin Board, we must file these reports on a timely basis. If we fail to remain current on our reporting requirements under the Exchange Act, our shares could be removed from trading from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to become re-eligible for quotation on the OTC Bulletin Board, which may have an adverse material effect on our company and our common stock.

We do not expect to pay dividends for the foreseeable future. For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.

Any projections used in this report may not be accurate . Any and all projections and estimates contained in this report or otherwise prepared by us are based on information and assumptions which management believes to be accurate; however, they are mere projections and no assurance can be given that actual performance will match or approximate the projections.

Substantial sales of our stock may impact the market price of our common stock. Future sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants, could adversely affect the market price of our common stock. Further, if we raise additional funds through the issuance of common stock or securities convertible into or exercisable for common stock, the percentage ownership of our stockholders will be reduced and the price of our common stock may fall.

Issuing preferred stock with rights senior to those of our common stock could adversely affect holders of common stock. Our charter documents give our board of directors the authority to issue series of preferred stock without a vote or action by our stockholders. The board also has the authority to determine the terms of preferred stock, including price, preferences and voting rights. The rights granted to holders of preferred stock may adversely affect the rights of holders of our common stock. For example, a series of preferred stock may be granted the right to receive a liquidation preference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distribution to holders of common stock. In addition, the issuance of preferred stock could make it more difficult for a third party to acquire a majority of our outstanding voting stock. As a result, common stockholders could be prevented from participating in transactions that would offer an optimal price for their shares.

Cautionary Statement Concerning

Forward-Looking Statements

Some of the statements in this annual report are forward looking statements, which are subject to risks and uncertainties. These risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. Forward-looking statements are only predictions. The forward-looking events discussed in this annual report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.

ITEM 2. PROPERTIES

We recently moved our executive offices to 9720 Heatherstone River Court, Townhouse 1, Estero, Florida 33928. The space is currently provided rent-free by a creditor of the Company.

Our wholly owned affiliate, BESI, leased a building in Hawley, Pennsylvania. The building was leased for a term of 1 year, expiring on September 15, 2008 at a rate of $2,210 per month. The lease was not renewed.

ITEM 3. LEGAL PROCEEDINGS

Becker Litigation . On November 27, 2007, Martin Becker (“Becker”) commenced an action against us in the Superior Court of California, County of Los Angeles, for breach of contract, common counts, and indemnity, seeking approximately $92,000 in damages, as well as interest, fees, and costs. The complaint alleges that the we breached a certain Reorganization and Stock Purchase Agreement dated on or about February 1, 2004 by failing to indemnify Becker as required under said agreement. On November 14, 2008, the Company reached a settlement in principle with Becker pursuant to which the Company has agreed to issue shares of a to-be-created preferred stock with a stated value of $1.00 and a market based conversion price. This settlement is subject to the execution of definitive documentation, which documentation would also contain a general release of all claims asserted by the parties in the Becker litigation.

Bio Solutions Manufacturing, Inc. v. Michael Motola, Andy Vasara, Steva De Vasara and Metropolitan Life Insurance Company. On November 3, 2009, the Company commenced an action against the defendants in the United States District Court of the Central District of California, Southern Division alleging certain causes of action, including fraud, securities fraud, and negligent misrepresentation. On December 9, 2009 and December 23, 2009, Metropolitan Life Insurance and Andy and Steva De Vasara, respectively, filed motions to dismiss which is scheduled to be heard on February 22, 2010.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the OTC Bulletin Board under the symbol “BSOM.OB.” The following table shows the high and low bid or close prices for our common stock for each quarter since November 1, 2006 as reported by the OTC Bulletin Board. All share prices have been adjusted to provide for the 1-1,000 reverse split effectuated on November 20, 2008. We consider our stock to be “thinly traded” and any reported sale prices may not be a true market-based valuation of the stock. Some of the bid quotations from the OTC Bulletin Board set forth below may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

November 1, 2008 to October 31, 2009	High Close		Low Close
First quarter	$	4.00	$	0.10
Second quarter		1.89		0.06
Third quarter		0.73		0.43
Fourth quarter		0.54		0.21

November 1, 2007 to October 31, 2008	High Close		Low Close
First quarter	$	120.00	$	20.00
Second quarter		21.00		3.00
Third quarter		6.00		2.00
Fourth quarter		5.00		1.00

As of March 1, 2010, there were approximately 1,789 record holders of our common stock.

We have not paid any cash dividends since our inception and do not contemplate paying dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained to retire debt and for the operation of the business.

Shares eligible for future sale could depress the price of our common stock, thus lowering the value of a buyer’s investment. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for shares of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans. The following provides information concerning compensation plans under which our equity securities are authorized for issuance as of October 31, 2009:

	(a)	(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	—	$	—		—
Equity compensation plans not approved by security holders	—		—		41,842,765	(1)(2)(3)
Total	—	$	—		41,842,765	(1)(2)(3)

(1) 2008 Stock Incentive Plan. The purpose of our 2008 Stock Incentive Plan is to advance the best interests of the company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 16,000,000 shares, subject to adjustment, and as of October 31, 2009, we had issued 2,740 shares (and 8,000 options).

Our compensation committee which is appointed by our board of directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable an proper. Any decision made, or action taken, by the compensation committee or our board of directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive.

The compensation committee or our board of directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other persons as the board of directors or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by our board of directors or compensation committee to non-employee directors of the company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the company.

In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan.

Our board of directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our board of directors may deem appropriate and in our best interest.

(2) 2008 California Stock Incentive Plan. The purpose of our 2008 California Stock Incentive Plan is to advance the best interests of the company by providing those persons who are residents of California and who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 16,000,000 shares, subject to adjustment, and as of October 31, 2009, we had issued 144,535 shares.

(3) 2007 Stock Incentive Plan. The purpose of our 2007 Stock Incentive Plan is to advance the best interests of the company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 10,000,000 shares, subject to adjustment, and as of October 31, 2009, we had issued 9,960 shares.

Recent Sales of Unregistered Securities

On April 29, 2009, the Company created a series of preferred stock of the company known as Series B Preferred Stock, par value $0.00001 per share. The Series B Preferred Stock has a stated value of $1.00 per shares and is convertible into shares of common stock at a conversion rate equal to the average of the Per Shares Market Values (as defined) during the 10 trading days immediately prior to conversion. No holder of series B preferred stock may convert more than 1,000 shares of its series B preferred stock in any given month and collectively the holders of series B preferred stock may not convert more than 4,000 shares in any calendar month. In addition, holders of the series B preferred stock may not convert such shares into common stock if as a result of such conversion the holder would hold in excess of 4.99% shares of our issued and outstanding common stock. The series B preferred stock do not contain any voting, liquidation, dividend or preemptive rights.

On April 30, 2009, the Company issued 92,000 shares of Series B preferred stock in accordance with a Settlement Agreement and General Release dated April 30, 2009 in connection with the Becker litigation.On August 1, 2008, we issued 10,000 shares of our Series A Preferred Stock to our treasurer in satisfaction of $10,000 of accrued but unpaid salary. The issuance was exempt pursuant to Section 4(2) of the Securities Act.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.

The forward-looking events discussed in this annual report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

General

We are a provider of biodiesel fuel and waste bioremediation services. We have historically focused on producing waste bioremediation solutions for municipal collection systems and food service facilities (the “Cleaning Division”). Until the second quarter of our 2007 fiscal year, our products in our Cleaning Division had been sold through a sales and marketing company for environmental application products, which company was previously an affiliate and a significant shareholder of ours. In the second quarter of our 2007 fiscal year, we ceased production of biological waste remediation products until further notice and in the fourth quarter of our 2007 fiscal year, we terminated our selling arrangement with the sales and marketing company. We plan to resume production of remediation products in the future.

In June 2006, we acquired all of the outstanding equity of Bio Solutions Extraction, Inc. (“BESI”), a company focused on the production of bio-fuel technology. In connection with this acquisition, we acquired BESI’s patent pending technology, which is used to extract grease from waste products, which grease is then converted into B100 biodiesel fuel. With our acquisition of BESI, we plan to focus on the production and sale of biodiesel fuel (the “Biodiesel Division”).

Critical Accounting Policies

Our discussion and analysis of our financial conditions and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires managers to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates in the preparation of our consolidated financial statements.

Going Concern

The financial statements contained in this report have been prepared assuming that we will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. We have incurred losses since inception and have negative cash flows from operations. For the years ended October 31, 2009 and 2008, we incurred net losses of $927,207 and $592,439, and we have a stockholders’ deficit of $2,221,280 as of October 31, 2009. Our future is dependent upon our ability to obtain additional equity or debt financing and upon future successful development and marketing of our products and services. Management is pursuing various sources of equity and debt financing. Although we plan to pursue additional financing, there can be no assurance that we will be able to secure such financing or obtain financing on terms beneficial to us. Failure to secure such financing may result in our inability to continue as a going concern and the impairment of the recorded long lived assets.

We have laid off our employees at our former facility in Mississippi in February 2007 and, in connection with a legal settlement effectuated in October 2007, we sold certain equipment, furniture, fixtures an inventory located at that facility. We anticipate resuming our sales and marketing activities related to our biological waste remediation products again, once we have obtained additional working capital. We anticipate future losses from operations as a result ongoing overhead expenses incurred while management attempts to resume selling activities.

The financial statements contained in this report do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.

Revenue Recognition

Sales are recorded at the time title passes to the customer, which, based on shipping terms, generally occurs when the product is shipped to the customer. Based on prior experience, we reasonably estimate our sales returns and warranty reserves and are recorded when such reserve estimates are required. Due to lack of sales, there currently are no such reserves recorded for sales returns or warranty reserves. Sales are presented net of discounts and allowances.

Stock-Based Employee Compensation

The Company adopted ASC 718-10. This accounting guidance requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.

In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. Equity based compensation expense during the year ended October 31, 2009 is $518.

Results of Continuing Operations

Basis of Presentation

The results of operations set forth below for the years ended October 31, 2009 and 2008 are those of the continuing operations of Bio Solutions Manufacturing, which include BSP and BESI on a consolidated basis.

The following table sets forth, for the periods indicated, certain selected financial data from continuing operations:

	Year Ended October 31,
	2009			2008
Net sales	$	—		$	—
Cost of sales		—			—

Gross income (loss)		—			—

Selling, general and administrative		450,591			591,860

Operating income (loss)	$	(450,591	)	$	(591,860	)

Comparison of the Year Ended October 31, 2009 and 2008

Net sales. Net sales for operations were $0, for the years ended October 31, 2009 and 2008. This results from the closure of our manufacturing facility in Mississippi and the related cessation of marketing and sales of products from our Cleaning Division. We plan to resume production of remediation products in the future.

Cost of Sales. Cost of sales for continued operations were $0 for the years ended October 31, 2009 and 2008. We ceased production of biological waste remediation products until further notice. We plan to resume production of remediation products in the future.

Selling, general, and administrative. Selling, general, and administrative expenses decreased to $450,591, or a decrease of approximately 24%, for the year ended October 31, 2009, from $591,860 for the year ended October 31, 2008. The $141,269 decrease in selling, general, and administrative expenses primarily results from reduced professional and consulting fees ($190,191) and rent expense ($20,534) partially offset by a $92,687 bad debt expense.

Operating loss. We incurred an operating loss of $450,591 for the year ended October 31, 2009, compared to an operating loss of $591,860 for the year ended October 31, 2008. We had lower operating losses in the year ended October 31, 2009 as compared to the year ended October 31, 2008 because of reduced selling, general and administrative expenses noted above.

Liquidity and Capital Resources

We have financed our operations, acquisitions, debt service, and capital requirements through cash flows generated from operations, debt financing, and issuance of equity securities. Our working capital deficit at October 31, 2009 was $2,221,280 and at October 31, 2008 it was $1,897,998. We had cash of $3,423 as of October 31, 2009, while we had cash of $873 as of October 31, 2008.

We used $302,294 of net cash from operating activities for the year ended October 31, 2009, compared to using $130,863 in the year ended October 31, 2008.

Net cash flows provided by investing activities was $0 for the year ended October 31, 2009 compared to $0 for the year ended October 31, 2008.

Net cash flows provided by financing activities were $304,924 for the year ended October 31, 2009, compared to net cash provided by financing activities of $126,700 in the year ended October 31, 2008. The net cash provided by financing activities is from the proceeds from our notes payable, which are net of repayments.

Loan Agreement

Since 2003, we have borrowed money from a group of third-party lenders in order to fund our operations. As of October 31, 2009, the outstanding principal balance on these loans was approximately $1,112,222. On November 29, 2006, we entered into a loan agreement with certain these lenders and a new lender, pursuant to which we borrowed approximately $164,000 of new funds, and pursuant to which the outstanding debt obligations were amended and restated. Under the loan agreement, the existing lenders received amended and restated convertible promissory notes in the aggregate principal amounts of $537,955 and $264,625, respectively, and the new lender received a convertible promissory note in the aggregate principal amount of $164,000. Under the loan agreement and the notes, each lender may, in its sole and absolute discretion, make additional loans to us, up to an aggregate total of $1,000,000 per lender. Each note bears interest at the rate of eight percent (8%) per annum and is payable on demand. Each note was also convertible into shares of our common stock at a conversion rate equal to the lower of (a) $0.05 per share, and (b) seventy percent (70%) of the three day average of the closing bid price of our common stock immediately prior to conversion; provided, however, that the conversion price could not be less that $0. 01 per share under any circumstances. In May 2008, the conversion price was amended to provide for a fixed conversion price of $0.001 per share. In addition, the note holders cannot convert any principal or interest under the notes to the extent that such conversion would require us to issue shares of our common stock in excess of our authorized and unissued shares of common stock. The notes are secured by a first priority security interest in all of our assets. By their terms, the holder of the notes may not convert the notes to the extent such conversion would cause the holder, together with its affiliates, to have acquired a number of shares of common stock that would exceed 4.99% of our then outstanding common stock.

Capital Requirements

The report of our independent accountants for the fiscal year ended October 31, 2009 states that we have incurred operating losses since inception and requires additional capital to continue operations, and that these conditions raise substantial doubt about our ability to continue as a going concern.

As of October 31, 2009, we had a working capital deficit of $2,221,280. Currently, we do not generate any revenues. In the Biodiesel Division, we need to construct or lease biodiesel plants and we will not generate any revenues in this division until we have established plants which are operational. The expected cost to build each biodiesel plant is $2.5 million and we do not have the capital to build such plants. In addition, we closed the manufacturing facility for our Cleaning Division products in the second fiscal quarter of 2007 and also ceased marketing and selling such products at that time. We need capital to relocate and open a new facility for the manufacture and subsequent sale of products in our Cleaning Division. If we cannot raise additional debt and/or equity capital, we will be unable to generate any revenues in either our Biodiesel or Cleaning Divisions.

We believe that, as of the date of this report, our existing working capital and cash flows generated from operations will be insufficient to fund our plan of operations over the next 12 months, and accordingly, we will need to obtain additional financing.

As set forth above, we have entered into a loan agreement with various third party lenders, under which these lenders, in their sole and absolute discretion, can lend to us an additional $2,000,000. However, such loans are completely discretionary with the lenders, and as of the date hereof, we have received no commitment from these lenders to advance us additional funds.

In the event that our lenders do not advance us additional funds under the loan agreement, we would need to seek additional debt or equity financing, in the form of a private placement or a public offering, a strategic alliance, or a joint venture. Such additional financing, alliances, or joint venture opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, our operating results and prospects could be adversely affected. In addition, any debt financings or significant capital expenditures require the written consent of our existing lenders.

We intend to retain any future earnings to retire debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes. The loan agreement with our lenders contains restrictions as to the payment of dividends.

Off-Balance Sheet Arrangements

None.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are filed under this Item 8, beginning on page F-1 of this report.

Bio-Solutions Manufacturing, Inc.

CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets	F -3

Consolidated Statement of Operations	F - 4

Consolidated Statement of Statements of Stockholders’ (Deficit)	F - 5

Consolidated Statement of Cash Flows	F - 6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F -7 to F-16

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Bio-Solutions Manufacturing, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Bio-Solutions Manufacturing, Inc. as of October 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years ended October 31, 2009 and 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2009 and 2008, and the results of its operations, stockholders’ deficit and cash flows for each of the years ended October 31, 2009 and 2008, in conformity with generally accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that Bio-Solutions Manufacturing, Inc. will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

	/s/ Sherb & Co., LLP
	SHERB & CO, LLP
	Certified Public Accountants

New York, New York

March 1, 2010

F-2

Bio Solutions Manufacturing Inc.

Consolidated Balance Sheets

	October 31,			October 31,
	2009			2008

Assets

Current assets:
Cash	$	3,423		$	873
Total current assets		3,423			873

Total assets	$	3,423		$	873

Liabilities and Stockholders' (Deficit)

Current liabilities:
Accounts payable and accrued expenses	$	1,112,481		$	1,045,793
Note payable		-			19,500
Convertible notes payable		1,112,222			833,578
Total current liabilities		2,224,703			1,898,871

Stockholders' (deficit):
Preferred stock, $0.00001 par value, 10,000,000 authorized,
10,000 shares of Series A issued and outstanding as of October 31, 2009
and October 31, 2008 and 92,000 and 0 shares of Series B issued and outstanding as of October 31, 2009 and 2008, respectively		1			-
Common stock, $0.00001 par value, 1,000,000,000 shares
authorized, 26,617,197 and 89,078 shares issued and outstanding as of
October 31, 2009 and 2008, respectively		266			1
Additional paid-in capital		6,806,420			6,202,761
Accumulated deficit		(9,027,967	)		(8,100,760	)
Total stockholders' (deficit)		(2,221,280	)		(1,897,998	)

Total liabilities and stockholders' (deficit)	$	3,423		$	873

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

F-3

Bio Solutions Manufacturing Inc.

Consolidated Statements of Operations

	Years Ended October 31,
	2009			2008

Revenues	$	-		$	-

Cost of goods sold		-			-

Gross profit		-			-

Expenses:
General and administrative expenses		450,591			591,860
Total expenses		450,591			591,860

Net loss from operations before other expenses and
provision for income taxes		(450,591	)		(591,860	)

Other income (expenses):
Beneficial conversion feature (expense) income		(331,157	)		55,990
Interest expense		(145,459	)		(56,569	)
		(476,616	)		(579	)

Net loss before provision for income taxes		(927,207	)		(592,439	)

Provision for income taxes		-			-
Net loss	$	(927,207	)	$	(592,439	)

Net loss per weighted average share
- basic and diluted	$	(0.07	)	$	(8.89	)
Weighted average number of shares
- basic and diluted		13,937,611			66,649

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

F-4

Bio Solutions Manufacturing Inc.

Consolidated Statements of Stockholders' (Deficit)

	Preferred Stock Series A and B					Common Stock					Additional Paid in			Accumulated			Total Stockholders'
	Shares		Amount			Shares		Amount			Capital			(Deficit)			(Deficit)

Balance, October 31, 2007		-		-			46,353	$	46		$	5,866,824		$	(7,508,321	)	$	(1,641,451	)

Debt converted for shares							16,000		16			106,544						106,560

Series A and common shares issued for services		10,000		10			26,725		27			285,285						285,322

Beneficial conversion feature												(55,990	)					(55,990	)

Reclassification as a result of reincorporation				(10	)				(88	)		98						-

Net loss															(592,439	)		(592,439	)

Balance, October 31, 2008		10,000	$	-			89,078	$	1		$	6,202,761		$	(8,100,760	)	$	(1,897,998	)

Shares issued in satisfaction of fraction shares resulting from 1-for-1,000 reverse stock split							2,019		-									-

Debt converted for shares							26,395,000		264			113,686						113,950

Shares issued for services							131,100		1			66,817						66,818

Series B shares issued for legal settlement		92,000		1								91,999						92,000

Beneficial conversion feature												331,157						331,157

Net loss															(927,207	)		(927,207	)

Balance, October 31, 2009		102,000	$	1			26,617,197	$	266		$	6,806,420		$	(9,027,967	)	$	(2,221,280	)

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

F-5

Bio Solutions Manufacturing Inc.

Consolidated Statements of Cash Flows

	Year Ended
	October 31,
	2009			2008
Cash flows from operating activities
Net loss	$	(927,207	)	$	(592,439	)
Depreciation and amortization		-			3,570
Loss on disposition of fixed assets		-			3,320
Equity based compensation		-			285,322
Beneficial conversion feature		331,157			(55,990	)
Shares issued for services provided		66,818			-
Shares issued for legal settlement		92,000			-
Shares issued for interest payment		68,250			-
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Changes in assets and liabilities:
Accounts payable		(16,998	)		(11,859	)
Accrued expenses		83,686			235,213
Security deposits		-			2,000
Net cash (used) by operating activities		(302,294	)		(130,863	)

Cash flows from investing activities:
Purchase of fixed assets		-			-
Net cash (used) by investing activities		-			-

Cash flows from financing activities:
Proceeds from notes payable		331,157			143,649
Payments on notes payable		(26,313	)		(16,949	)
Net cash provided by financing activities		304,844			126,700

Net increase (decrease) in cash		2,550			(4,163	)
Cash and cash equivalents – beginning		873			5,036
Cash and cash equivalents- ending	$	3,423		$	873

Supplemental disclosures:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-cash transactions:
Shares issued for services provided	$	66,818		$	285,322
Debt converted for equity		45,700			106,560
Shares issued for legal settlement		92,000			-

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

F-6

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and History of Company

Bio Solutions Manufacturing, Inc. (the “Company”) is a provider of waste bioremediation services. The Company operates through its wholly-owned subsidiary, and Bio-Extraction Services, Inc. (“BESI”), a development stage company acquired to focus on the production and sale of biodiesel fuel. The Company’s products are not currently being sold. The Company anticipates resuming is sales and marketing activities related to its biological waste remediation products again once it has obtained additional working capital.

Corporate Changes

On October 24, 2008, Company stockholders approved the change of the Company’s domicile from New York to Nevada by means of a merger of Bio Solutions, Manufacturing, Inc, a New York corporation with and into its wholly owned subsidiary Bio Solutions Manufacturing, Inc., a Nevada corporation, which change included, among other things, a change in the Company’s authorized capital, a change in its articles of incorporation, and a change in its bylaws. The reincorporation closed on October 31, 2008.

All current and prior share data has been changed to reflect the 1-for-1,000 reverse stock split effectuated by the Company on November 20, 2008.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred losses since inception and has negative cash flows from operations. For the years ended October 31, 2009 and 2008, the Company has incurred net losses of $927,207 and $592,439, respectively, and has a stockholders’ deficit of $2,221,180 as of October 31, 2009. The future of the Company is dependent upon its ability to obtain additional equity or debt financing and upon future successful development and marketing of the Company’s products and services. Management is pursuing various sources of equity and debt financing. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure such financing or obtain financing on terms beneficial to the Company. Failure to secure such financing may result in the Company’s inability to continue as a going concern and the impairment of the recorded long lived assets.

The Company laid off its employees at its former facility in Mississippi in February 2007 and in connection with a legal settlement effectuated in October 2007, the Company sold certain equipment, furniture, fixtures and inventory located at that facility. The Company anticipates resuming is sales and marketing activities related to its biological waste remediation products again once it has obtained additional working capital. The Company anticipates future losses from operations as a result ongoing overhead expenses incurred while management attempts to resume selling activities.

These financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BSP and BESI. Significant inter-company accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the consolidated financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

F-7

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

Property and Equipment

Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.

The Company depreciates its property and equipment under the straight-line method as follows:

Furniture	5 years
Office equipment	5 years
Machinery and equipment	5 years
Leasehold improvements	10 years

Depreciation expense charged to operations was $0 and $3,570 in fiscal years ended October 31, 2009 and 2008, respectively.

Revenue Recognition

Sales are recorded at the time title passes to the customer, which, based on shipping terms, generally occurs when the product is shipped to the customer. Based on prior experience, the Company reasonably estimates its sales returns and warranty reserves and are recorded when such reserve estimates are required. Due to lack of sales, there currently are no such reserves recorded for sales returns or warranty reserves. Sales are presented net of discounts and allowances.

Stock-Based Employee Compensation

Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). The Company made no employee stock-based compensation grants before December 31, 2005 and therefore has no unrecognized stock compensation related liabilities or expense unvested or vested prior to 2006. Stock-based compensation expense recognized under ASC 718-10 for the years ended October 31and 2008 was $518 and $23,500, respectively.

Stock Split

On November 20, 2008, the Company effectuated a 1-for-1,000 reverse stock split. All shares, options and warrants have been adjusted to reflect the split retroactively.

Net Loss Per Share

Basic and diluted earnings (loss) per share amounts are computed based on net income (loss) divided by the weighted average number of common shares outstanding. Common stock equivalents attributed to the shares issuable upon conversion of the outstanding convertible debt (approximately 1,396,487,055 and 1,041,883,000 shares as of October 31, 2009 and 2008) and warrants (0 and 2,750 shares as of October 31, 2009 and 2008) and have not been included in the EPS calculation as their inclusion would be anti-dilutive.

Accounting Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

F-8

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

Recent Accounting Pronouncements

New Accounting Requirements and Disclosures

Accounting Standards Codification and GAAP Hierarchy — Effective for interim and annual periods ending after September 15, 2009, the Accounting Standards Codification and related disclosure requirements issued by the FASB became the single official source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP, without change, by consolidating the numerous, predecessor accounting standards and requirements into logically organized topics. All other literature not included in the ASC is non-authoritative. We adopted the ASC as of September 30, 2009, which did not have any impact on our results of operations, financial condition or cash flows as it does not represent new accounting literature or requirements. All references to pre-codified U.S. GAAP have been removed from this Form 10Q.

Determining Fair Value in Inactive Markets — Effective for interim and annual periods beginning after June 15, 2009, GAAP established new accounting standards for determining fair value when the volume and level of activity for the asset or liability have significantly decreased and the identifying transactions are not orderly. The new standards apply to all fair value measurements when appropriate. Among other things, the new standards:

•	affirm that the objective of fair value, when the market for an asset is not active, is the price that would be received in a sale of the asset in an orderly transaction;

•	clarify certain factors and provide additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active;

•

provide that a transaction for an asset or liability may not be presumed to be distressed (not orderly) simply because there has been a significant decrease in the volume and level of activity for the asset or liability, rather, a company must determine whether a transaction is not orderly based on the weight of the evidence, and provide a non-exclusive list of the evidence that may indicate that a transaction is not orderly; and

•	require disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and any change in valuation technique (and the related inputs) resulting from the application of the standard, including quantification of its effects, if practicable.

These new accounting standards must be applied prospectively and retrospective application is not permitted. See Note K for disclosure of our fair value measurements.

Financial Instruments — Effective for interim and annual periods ending after June 15, 2009, GAAP established new disclosure requirements for the fair value of financial instruments in both interim and annual financial statements. Previously, the disclosure was only required annually. We adopted the new requirements as of September 30, 2009, which resulted in no change to our accounting policies, and had no effect on our results of operations, cash flows or financial position, but did result in the addition of interim disclosure of the fair values of our financial instruments. See Note 4 for disclosure of the fair value of our debt.

Subsequent Events — Effective for interim and annual periods ending after June 15, 2009, GAAP established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new requirements do not change the accounting for subsequent events; however, they do require disclosure, on a prospective basis, of the date an entity has evaluated subsequent events. We adopted these new requirements as of September 30, 2009, which had no impact on our results of operations, financial condition or cash flows.

Consolidation— Effective for interim and annual periods beginning after November 15, 2009, with earlier application prohibited, GAAP amends the current accounting standards for determining which enterprise has a controlling financial interest in a VIE and amends guidance for determining whether an entity is a VIE. The new standards will also add reconsideration events for determining whether an entity is a VIE and will require ongoing reassessment of which entity is determined to be the VIE’s primary beneficiary as well as enhanced disclosures about the enterprise’s involvement with a VIE. We are currently assessing the future impact these new standards will have on our results of operations, financial position or cash flows.

Transfers and Servicing — Effective for interim and annual periods beginning after November 15, 2009, GAAP eliminates the concept of a qualifying special purpose entity, changes the requirements for derecognizing financial assets and requires additional disclosures. We are currently assessing the future impact these new standards will have on our results of operations, financial position or cash flows.

F-9

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses are comprised of the following as of October 31, 2009 and 2008:

	October 31, 2009		October 31, 2008
Accounts payable	$	355,350	$	372,348
Salaries		382,764		298,298
Interest		285,514		208,305
Legal costs		-		100,000
Payroll taxes		73,576		59,669
Other		15,277		7,173
Total accrued expenses	$	1,112,481	$	1,045,793

NOTE 3 – NOTES PAYABLE

On November 29, 2006, the Company entered into a loan agreement with certain existing related party lenders and a new lender, pursuant to which the Company borrowed approximately $164,000 and certain outstanding debt obligations were amended and restated. Under the loan agreement, the existing lenders received amended and restated convertible promissory notes in the aggregate principal amounts of $537,955 and $264,625, respectively, and the new lender received a convertible promissory note in the aggregate principal amount of $164,000. Under the loan agreement and the notes, each lender may, in its sole and absolute discretion, make additional loans to the Company, up to an aggregate total of $1,000,000 per lender. Each note was convertible into shares of the Company’s common stock at a conversion rate equal to the lower of (a) $0.05 per share, and (b) seventy percent (70%) of the three day average of the closing bid price of the Company’s common stock immediately prior to conversion, although such conversions could not be less than $0.01 per share, in any circumstances. In May 2008, the conversion price was amended to provide a fixed conversion price of $0.001 per share. In addition, the note holders cannot convert any principal or interest under the notes to the extent that such conversion would require the Company to issue shares of its common stock in excess of its authorized and unissued shares of common stock. The notes were transferred to a single entity.

On March 10, 2009, the noteholder assigned $20,000 of the note to a third party investor that on March 27, 2009 entered into a Stock Purchase Agreement with the Company under which the investor purchased 20,000,000 shares of Company common stock in exchange for cancellation of the $20,000 note.

The Company issued 6,200,000 shares of common stock during the year ended October 31, 2009 for conversion of indebtedness recorded at $6,200, at a share price of $0.001 per share, pursuant to the terms of such debt agreements. In addition, a $19,500 advance made to the Company in April 2007 was exchanged for 195,000 shares issued in August 2009 and valued at $87,750 based on the prevailing market price of the shares at the time, with $68,250 of the shares attributed to interest expense and late charges for an effective annual interest rate of 108%.

Expense of $331,157 and income of $55,990 was recorded in the year ended October 31, 2009 and 2008, respectively, that is attributed the beneficial conversion feature with this loan agreement. The notes are secured by a first priority security interest in all of the assets of the Company.

As of October 31, 2009, two note holders held the Company’s notes payable and the aggregate principal outstanding was $1,112,222. As of October 31, 2008, one note holder held the Company’s notes payable and the aggregate principal outstanding was $833,578.

F-10

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 4 - EQUITY TRANSACTIONS

In connection with the October 31, 2008 closing of the transaction for the change in domicile from New York to Nevada, the articles of incorporation and bylaws of the surviving Nevada corporation are now the articles and bylaws of the Company. The new articles of incorporation have increased the Company’s authorized capitalization to 1,010,000,000 shares of which 1,000,000,000 shares are authorized as common stock, par value $0.00001 per share and 10,000,000 shares of preferred stock, par value $0.00001 per share.

Preferred Stock

As of October 31, 2008, the Company had authorized 10,000,000 shares of preferred stock. The Company’s board of directors is expressly authorized to provide for the issue of all or any of the shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be adopted by the board of directors and as may be permitted by law.

On July 25, 2008, the Company created a series of preferred stock of the company known as Series A Preferred Stock, par value $0.001 per share. In connection with the change in domicile, the par value was reduced to $0.00001 per share on October 31, 2008. The Series A preferred stock is not convertible. Holders of the Series A preferred stock do not have any preferential dividend or liquidation rights. The shares of Series A preferred stock are not redeemable. All matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series A preferred stock shall be entitled to the number of votes on such matters equal to the product of (a) the number of shares of the Series A Preferred Stock held by such holder, (b) the number of issued and outstanding shares of our common stock, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.0002.

On August 1, 2008, the Company issued 10,000 shares of Series A preferred stock to the Company’s chief financial officer in consideration of accrued and unpaid salary due her . The Company deemed the stated value of the Series A preferred stock to be $1.00 per share.

Common Stock

Effective with the October 31, 2008 change in the Company’s articles of incorporation, the Company has 1,000,000,000 shares of authorized common stock, of which 89,078 were issued and outstanding. Par value was changed to $0.00001 per share from $0.001 per share. The holders of the Company’s common stock are entitled to one vote per share of common stock held.

During fiscal 2008, the following equity transactions occurred:

The Company issued 26,725 shares of common stock for services valued at $275,322, at share prices ranging from $1.60 to $75 per share, which was at the then market price of the trading stock of the Company.

The Company issued 10,000 shares of Series A preferred stock for services valued at $10,000, at a share price of $1.00, which was deemed to be the then market price of the stock.

The Company issued 16,000 shares of common stock for conversion of indebtedness recorded at $106,560, at conversion prices ranging from $0.001 to $0.0245 per share, pursuant to the terms of such debt agreement.

F-11

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 4 - EQUITY TRANSACTIONS (continued)

During fiscal 2009, the following equity transactions occurred:

Effective with the October 31, 2008 change in the Company’s articles of incorporation, the Company has 1,000,000,000 shares of authorized common stock. Par value was changed to $0.00001 per share from $0.001 per share. The holders of the Company’s common stock are entitled to one vote per share of common stock held.

The Company effectuated a 1-for-1,000 reverse stock split of its outstanding shares of common stock on November 20, 2008 and issued 2,019 shares in settlement of resulting fractional shares.

On March 27, 2009, the Company entered into a Stock Purchase Agreement with a third party investor pursuant to which the Company issued 20,000,000 shares of Company common stock in consideration of such investor’s agreement to exchange and cancel a $20,000 note payable by the Company (See Note 5).

Pursuant to the terms of the Stock Purchase Agreement, the investor agreed that it would not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the investor or any affiliate of the investor or any person in privity with the investor or any affiliate of the investor), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, or publicly announce an intention to effect any such transaction, with respect to the Shares for a period ending three years after the date of the Stock Purchase Agreement

The Company issued 131,100 shares of common stock in satisfaction of legal services and compensation expense valued at $66,818.

As of October 31, 2009, 26,617,197 shares of Company common stock were issued and outstanding.

Warrants

Warrants have been issued for equity raises only for the last years. Warrants issued before October 31, 2005 were issued for services and are fully vested.

A summary of the warrant activity of for the years ended October 31, 2009 and 2008 is as follows:

	Warrants						Weighted Average Exercise Price
	Outstanding			Exercisable			Outstanding			Exercisable
Balance - October 31, 2007		2,750			2,750		$	800		$	800
Granted Fiscal Year 2008		-			-			-			-
Exercised Fiscal Year 2008		-			-			-
Expired Fiscal Year 2008								-
Balance - October 31, 2008		2,750			2,750			800			800
Granted Fiscal Year 2009		-			-			-			-
Exercised Fiscal Year 2009		-			-			-			-
Expired Fiscal Year 2009		(2,750	)		(2,750	)		(800	)		(800	)

Balance - October 31, 2009		-			-		$	-		$	-

F-12

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 4 - EQUITY TRANSACTIONS (continued)

Stock incentive plans

On April 19, 2002, the Company adopted the Bio Solutions Manufacturing Inc. (formerly Single Source Financial Services Corporation) 2002 Omnibus Securities Plan (the “2002 Plan”). Under the plan, the Company may grant options or issue stock to selected employees, directors, and consultants for up to 30,000 shares. The exercise price of each option is at the discretion of the Board of Directors but can not be less than 85% of the fair market value of a share at the date of grant (100% of fair market value for 10% stockholders). The vesting period of each option granted is also at the discretion of the Board of Directors, but each option granted shall vest at a rate of no less than 20% per year from date of grant.

In August 2005, the number of shares under the 2002 Plan was increased by 3,000,000 and 400 shares were issued under the 2002 Plan. In January 2006, the 3,000,000 increase was reaffirmed and ratified by the Board of Directors when technical deficiencies in the registration statement registering the shares of stock issuable under the 2002 Plan were corrected. As of October 31, 2009, the total authorization is 3,030,000 shares, 2,540 shares have been issued under the 2002 Plan and no options have been granted.

On October 27, 2006, the Company adopted its 2006 Stock Incentive Plan (the “2006 Plan”). The Company is permitted to issue up to 6,000,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2009, 6,000 shares have been issued under the 2006 Plan and no options have been granted.

On October 15, 2007, the Company adopted its 2007 Stock Incentive Plan (the “2007 Plan”). The Company is permitted to issue up to 10,000,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2009, 9,960 shares have been issued under the 2007 Plan and no options have been granted.

On October 30, 2007, the Company agreed to grant each officer, subject to the Company having achieved specified annual revenue targets, an option award of shares of our common stock with exercise prices ranging from $170 to $2,000 per share, which options vest upon the attainment of the specified annual revenue targets ranging from $3,000,000 to $60,000,000. No options have been issued as a result of the minimum annual revenue target not having been achieved.

On April 22, 2008, the Company adopted its 2008 Stock Incentive Plan (the “2008 Plan”). The Company is permitted to issue up to 16,000,000 shares of common stock under the 2008 Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2009, 2,740 shares have been issued under the 2008 Plan.

On April 22, 2008, the Company adopted its 2008 California Stock Incentive Plan (the “California Plan”). The Company is permitted to issue up to 16,000,000 shares of common stock under the California Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of October 31, 2009, 144,535 shares have been issued under the California Plan and no options have been granted.

In December 2006, options to purchase an aggregate of 4,000 shares of common stock at an exercise price of $300 per share were issued to consultants. The options will vest based on the number of gallons of bio-diesel alternative fuel that is converted by the Company’s bio-converter from sites introduced directly or indirectly by the consultant. As the vesting of these options are uncertain, the Company cannot value such options until a portion or all of such options have vested based on the achievement of the milestones. A summary of the non-plan option activity of for the year ended October 31, 2009 is as follows:

	Stock Options				Weighted Average Exercise Price
	Outstanding		Exercisable		Outstanding		Exercisable
Balance - October 31, 2007		4,000		-	$	300		-
Granted Fiscal Year 2007		-		-		-		-
Exercised Fiscal Year 2007		-		-		-		-
Expired Fiscal Year 2007		-		-		-		-
Balance - October 31, 2008		4,000		-	$	300		-
Granted Fiscal Year 2009		-		-		-		-
Exercised Fiscal Year 2009		-		-		-		-
Expired Fiscal Year 2009		-		-		-		-
Balance - October 31, 2009		4,000		-	$	300	$	-

F-13

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 4 - EQUITY TRANSACTIONS (continued)

Stock incentive plans

The following table summarizes information about options outstanding and exercisable at October 31, 2009:

	Number Outstanding		Weighted- Average Remaining Life in Years		Weighted Average Exercise Price			Number Exercisable
Range of exercise prices:
$300.00		4,000		0.10		$	300		-

NOTE 5 - INCOME TAXES

The provisions for income taxes for the year ended October 31, 2009 and 2008 consisted of the following:

	2009			2008
Provision benefit for income taxes
at statutory federal rate	$	(340,000	)	$	(220,000	)
Permanent timing differences		158,000			82,000
Valuation allowance change		182,000			138,000
Net Income Tax Provision	$	-		$	-

The reported provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate of 34% to the loss before income taxes as follows:

	October 31, 2009			October 31, 2008
Federal income taxes at statutory rate		(34	)%		(34	)%
State tax rate, net of federal income tax		(3	)		(3	)
Permanent difference		17			14
Valuation allowance		20			23
Effective income tax rate		0	%		0	%

Due to net operating losses and the uncertainty of realization, no tax benefit has been recognized for operating losses. The Company’s ability to utilize its net operating loss carry forwards is uncertain and thus a valuation reserve has been provided against the Company’s net deferred tax assets. The Company has not filed their federal or state income tax returns for several years.

At October 31, 2009, the Company has unused net operating losses of approximately $5,000,000 (which will begin expiring in 2019 through 2029) that may be applied, against future taxable income.

Due to the changes in ownership over the years for the various acquisitions, debt conversions and equity financings, the Company may have triggered a Section 382 limitation on the utilization of such net operating loss carryforwards. The Company has not performed such an evaluation to determine whether the net operating loss carryforwards have been limited.

F-14

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 6 - RELATED PARTY TRANSACTIONS

During 2009 and 2008, there were 1,100 and 5,950 shares of common stock issued, respectively, to related parties, management and employees of the Company for services rendered. The expense for such shares issued was recorded using the then fair market value of the shares issued.

During 2008, the Company issued 10,000 shares of Series A preferred stock to its chief financial officer in satisfaction of $10,000 in salary owed.

As of October 31, 2008, the Company was obligated to repay a $19,500 advance made by a shareholder in April 2007. In August 2009, the $19,500 advance was exchanged for 195,000 shares and valued at $87,750 based on the prevailing market price of the shares at the time, with $68,250 of the shares attributed to interest expense and late charges.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating Leases

BESI leased an office facility under a one-year non-cancelable operating lease at a rate of $2,210 per month that expired in September 2008. Net rent expense for the years ended October 31, 2009 and 2008 was $2,100 and $22,634, respectively.

Payroll Taxes

At October 31, 2009 and 2008, the Company is delinquent with remitting payroll taxes of approximately $73,576 and $59,669, respectively, including estimated penalties and interest. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further.

Employment agreements

The Company has employment agreements with the Company’s President and Chief Financial Officer. Each agreement is for an initial term of three years and provides for annual base salary during the term of the agreement of $75,000 and $54,000, respectively, provided, however, that base salary shall be increased to $150,000 and $100,000 per annum, respectively, upon closing of a private placement of the Company’s debt or equity securities resulting in gross proceeds of at least $4 million. Each officer will receive performance based bonuses upon attainment of certain gross revenue targets specified in each employment agreement. Each officer will also receive stock grants of 200, 250, 300, and 350 shares of the Company’s common stock in each of fiscal 2007, 2008, 2009 and 2010. The Company has agreed to grant each officer options to purchase 4,000 shares of our common stock with exercise prices ranging from $170 to $2,000, which options would vest upon the attainment of certain gross revenue targets, as more specifically set forth in the employment agreements. The granting of the options is subject to the Company’s adoption of a stock option plan for such purpose. In fiscal 2007, both officers were awarded a one-time bonus of $75,000 and $54,000, respectively, which bonuses are currently accrued but have not been paid.

Each employment agreement also contains the following material provisions: (i) reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with employment; (ii) three (3) weeks paid vacation leave; (iii) medical, dental and life insurance benefits; (iv) a severance payment of twelve (12) month’s salary at the then-applicable base salary rate in the event that the Company terminates the officer’s employment without cause or if the officer’s employment is terminated due to death or disability; and (v) 24 month non-compete/non solicitation terms.

Legal matters

On November 27, 2007, Martin Becker (“Becker”) commenced an action against the Company in the Superior Court of California, County of Los Angeles, for breach of contract, common counts, and indemnity, seeking approximately $92,000 in damages, as well as interest, fees, and costs. The complaint alleges that the Company breached a certain Reorganization and Stock Purchase Agreement dated on or about February 1, 2004 by failing to indemnify Becker as required under said agreement. Pursuant to a Settlement Agreement and General Release dated April 30, 2009, the Company issued 92,000 shares of Series B preferred stock having a stated value of $1.00 and a market based conversion price and the Company received a general release of all claims asserted by the parties in the Becker litigation.

F-15

BIO SOLUTIONS MANUFACTURING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended October 31, 2009 and 2008

NOTE 8 – FAIR VALUE MEASUREMENTS

Fair Value Measurements under GAAP clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, prepayments, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The following table sets forth the Company’s short investments as of October 31, 2009, which are measured at fair value on a recurring basis by level within the fair value hierarchy. The table is classified based on the lowest level of input that is significant to the fair value measurement:

At October 31, 2009, the carrying amounts of the notes payable approximate fair value because all of the notes have been classified to current maturity.

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Assets at Fair Value
Liabilities:

Convertible notes payable	$	-	$	-	$	(1,112,222	)	$	(1,112,222	)

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 1, 2010, and has determined that there were no subsequent events to recognize or disclose in the financial statements.

F-16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act ("Exchange Act") of 1934, the Company's management, consisting of David Bennett, the Company’s President and Chief Executive Officer (“CEO”) and Pat Spreitzer, the Company’s Chief Financial Officer, Secretary and Treasurer (“CFO”) of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the year ended October 31, 2009. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are ineffective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

As of October 31, 2009, our CEO and CFO carried out an evaluation, of the effectiveness of the design and operation of our system of disclosure controls and procedures pursuant to Rule 13a-15(d) and 15d-15(d) promulgated under the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our controls and procedures were not effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the course of the preparation of our October 31, 2009 financial statements, we identified certain material weaknesses relating to our internal controls and procedures within the areas of accounting for equity transactions, document control, account analysis and reconciliation and timely preparation of financial statements. Some of these internal control deficiencies may also constitute deficiencies in our disclosure controls.

In addition, our CEO and CFO have determined that no change in our internal control over financial reporting occurred during the fourth quarter of our fiscal year ended October 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

Our CEO and CFO are in the process of implementing a more effective system of controls, procedures, and other changes in the areas of accounting for equity transactions, document control, account analysis, and reconciliation to insure that information required to be disclosed in this annual report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources.

Among the changes needed to be implemented are the following:

●

Document control system established and monitored for compliance;

●

Timely analysis of accounting treatment and disclosure requirements for contractual agreements;

●

Centralized control of cash disbursements;

●

Procedures established and personnel assigned to reconcile key accounts on a timely basis; and

	●	Control function added to review reconciliations.
	●	Procedures established to develop financial statements on a timely basis with relevant disclosures.

Changes in Internal Control Over Financial Reporting

No changes in the Company's internal control over financial reporting have come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Executive Officer and Directors

Our executive officers and directors, the positions held by them, and their ages are as follows:

Name	Age	Position

David S. Bennett	70	Chairman of the Board of Directors, President, and Chief Executive Officer

Patricia M. Spreitzer	54	Chief Financial Officer, Secretary, Treasurer, and Director

David S. Bennett has been a director of Bio Solutions Manufacturing, Inc. and its President and Chief Executive Officer since May, 2005. Mr. Bennett has over 25 years experience in direct sales and channel partnerships, including IBM, Oracle, and Sun Microsystems. Most recently, he has acted as senior business development consultant for a number of specialty start-up firms. He was Vice President and Head of North American Sales for OM Technology, Inc., a European firm. He has generated over $50 million in software license revenues from treasury and derivative applications from over 30 banks and major financial institutions. From 1991 through 1997, as Head of Sales for TCAM, a North American firm specializing in order management and equities trading, Mr. Bennett brought the firm into the top 5% of software firms in the United States, based upon both license and service bureau revenue streams. He has both graduate and post graduate degrees in Economics and Education from Southampton University, U.K. Mr. Bennett is qualified to serve on the Company’s board of directors based on his knowledge of the business and the Company’s history through his role as an officer of the Company.

Patricia M. Spreitzer has been a director of Bio Solutions Manufacturing, Inc. since March 2004 and its Chief Financial Officer, Secretary and Treasurer since November 2004. During the period from 2001 through 2003, Ms. Spreitzer had been employed as the assistant project controller for a publicly owned international general contractor. Prior and subsequent to such employment, she was an office manager responsible for all administrative functions including accounts receivable and accounts payable and payroll. Ms. Spreitzer is qualified to serve on the Company’s board of directors based on her knowledge of the business and the Company’s history through her role as an officer of the Company.

Board of Directors, Board Meetings and Committees

Our board of directors held no formal meetings during the most recently completed fiscal year. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of New York and our bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

The Board of Directors has a standing Compensation Committee. We do not have either an audit committee or a nominating committee. It is the view of the board of directors that it is appropriate to not have any of these committees since they are not required to maintain its listing on the OTC Bulletin Board, since it only has two directors who would serve to act as the committee in any event, and due to the additional and unnecessary costs associated with administering the committees.

The members of the Compensation Committee are David S. Bennett and Patricia M. Spreitzer, neither of whom is “independent” under any known listing standards. The basic responsibility of the Compensation Committee is to review the performance and development of our management in achieving corporate goals and objectives and to assure that our senior executives are compensated effectively in a manner consistent with our strategy, competitive practice, and the requirements of the appropriate regulatory bodies. Toward that end, the Committee oversees, reviews, and administers all compensation, equity, and employee benefit plans and programs.

In carrying out its purpose, the Committee will have the following responsibilities and duties:

Review annually and approve our compensation strategy to ensure that our employees are rewarded appropriately for their contributions to our growth and profitability.

Review annually and approve corporate goals and objectives relevant to executive compensation and evaluate performance in light of those goals.

Review annually and determine the individual elements of total compensation for the Chief Executive Officer and all other officers, and communicate to stockholders the factors and criteria on which the Chief Executive Officer and all other executive officers’ compensation for the last year was based.

Approve all special perquisites, special cash payments, and other special compensation and benefit arrangements for our officers.

Review and recommend compensation for non-employee members of the board, including but not limited to the following elements: retainer, meeting fees, committee fees, committee chair fees, equity or stock compensation, benefits, and perquisites.

With sole and exclusive authority, make and approve stock option grants and other discretionary awards under our stock option or other equity incentive plans to all persons who are board members or officers.

Grant stock options and other discretionary awards under our stock option or other equity incentive plans to all other eligible individuals in our service.

Amend the provisions of our stock option or other equity incentive plans, to the extent authorized by the board, and make recommendations to the board with respect to incentive compensation and equity-based plans.

Oversee and periodically review the operation of all of our employee benefit plans, including, but not limited to, our stock option and other equity incentive plans. Responsibility for day-to-day administration, including the preparation and filing of all government reports and the preparation and delivery of all required employee materials and communications, will be performed by our personnel.

Ensure that the annual incentive compensation plan is administered in a manner consistent with our compensation strategy and the terms of such plan, including but not limited to the following: participation, target annual incentive awards, corporate financial goals, actual awards paid to officers, total funds reserved for payment under the plan, and potential qualification under IRS Code Section 162(m).

Review matters related to management performance, compensation, and succession planning (including periodic review and approval of Chief Executive Officer and other officer succession planning) and executive development for executive staff.

Approve separation packages and severance benefits for officers to the extent that the packages are outside the ordinary plan limits.

Have full access to our executives and personnel as necessary to carry out its responsibilities.

Obtain such data or other resources as it deems necessary to perform its duties, including, but not limited to, obtaining external consultant reports or published salary surveys, and engaging independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for our officers and other key employees.

Have responsibility for the review and approval of all reports and summaries of compensation policies and decisions as may be appropriate for operational purposes or as may be required under applicable law.

Perform any other activities consistent with the Compensation Committee charter, our bylaws, and governing law as the Committee or the board deems necessary or appropriate.

Review the Committee Charter from time to time and recommend any changes to the board.

Report to the Board on the major items covered at each Committee meeting.

During the last fiscal year, there were two meetings of the Compensation Committee.

We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. Our board of directors believes that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request to our Company addressed to our Chief Executive Officer. We intend to hold annual meetings of stockholders during the summer season, at which meetings our directors will be up for re-election. We currently do not have a policy regarding the attendance of board members at the annual meeting of stockholders.

Family Relationships

There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged by the Company to become directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or

been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Director Independence

Our board of directors has determined that currently none of it members qualify as “independent” as the term is used in Item 407 of Regulation S-B as promulgated by the SEC and in the listing standards of The Nasdaq Stock Market, Inc. - Marketplace Rule 4200. The chairman of the board is also an officer of the Company. The Company plans to appoint an outside director as chairman in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended October 31, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.

Code of Ethics

We have adopted a code of ethics that applies to the principal executive officer and principal financial and accounting officer. We will provide to any person without charge, upon request, a copy of our code of ethics. Requests may be directed to our principal executive offices at 9720 Heatherstone River Court, Townhouse 1, Estero, FL 33928.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table—Fiscal 2009 and 2008

The table below summarizes the total compensation paid or awarded to each of the Named Executive Officers for Fiscal years 2009, 2008 and 2007.

Name and Principal Position	Year	Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)(3)		All Other Compensation ($)		Total ($)
David S. Bennett	2009	$	75,000	(1)		-0-		$	-0-		$	-0-		-0-	$	75,000
Chairman, President and	2008		75,000	(1)		-0-			4,500	(2)		-0-		-0-		103,500
Chief Executive Officer	2007		-0-		$	75,000	(4)		48,750	(5)(6)(7)		-0-		-0-		123,750

Patricia M. Spreitzer	2009	$	54,000	(8)		-0-		$	-0-		$	-0-		-0-	$	54,000
Chief Financial Officer, Secretary	2008		54,000	(8)		-0-			14,500	(2)(9)		-0-		-0-		92,500
and Treasurer	2007		-0-		$	54,000	(4)		48,750	(5)(6)(7)		-0-		-0-		102,750

(1)

$75,000 and $70,000 of this amount was accrued as salary but not paid for 2009 and 2008, respectively.

(2)

Received 450 shares of common stock in lieu of $4,500 in salary. In addition, each officer’s employment agreement provides for a stock grant of 250 shares in Fiscal 2008, but this amount has not been paid.

(3)

On October 30, 2007, the Company agreed to grant each officer, subject to the Company having achieved specified annual revenue target, an option award of 4,000 with exercise prices ranging from $170 to $2,000. The granting of the options is subject to the Company’s adoption of a stock option plan for such purpose, which plan was adopted on April 22, 2008. Our stock price was $6 on April 22, 2008. The $3,000,000 minimum annual revenue targets required to trigger an option issuance was not achieved for 2007, 2008 and 2009, therefore no options were issued.

(4)

Each officer received a one time bonuses to reflect payment equal to such employee’s annual salary for services rendered in fiscal year 2007. These bonuses have been accrued, but not paid

(5)

In October 2007, each officer received a stock award of 200 shares under the terms of its employment agreement. On the date of grant, the market value of our common stock was $120.

(6)

In January 2007, each officer received a stock award of 100 shares for services rendered as an officer. On the date of thee grant of the stock award, the market value of our common stock was $165.

(7)

In January 2007, each director received a stock award of 50 shares for services rendered as a director. On the date of thee grant of the stock award, the market value of our common stock was $165.

(8)

$48,000 of this amount was accrued as salary but not paid for 2009 and 2008, respectively.

(9)

Received 10,000 shares of Series A preferred stock in lieu of $10,000 in salary.

Grants of Plan-Based Awards

The following table sets forth information concerning the number of shares of common stock underlying restricted stock awards and stock options granted to the Named Executive Officers in Fiscal 2009.

Name

Approval

Date

Estimated

Future

Payouts

Under Non-

Equity

Incentive

Plan Awards

Estimated

Future

Payouts

Under

Equity

Incentive

Plan Awards

All Other

Stock

Awards:

All Other

Option

Awards:

Exercise or

Base Price

of Option

Awards

($/Sh)

Grant Date

Fair Value

of Stock and

Option

Awards (1)

Grant Date

Number of

Shares of

Stock or

Units (#)

Number of

Securities

Underlying

Options (#)

David S. Bennett

Patricia M. Spreitzer

(1)	Represents the grant date fair value of each equity award calculated in accordance with FAS 123R.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth all outstanding equity awards made to each of the Named Executive Officers that are outstanding at the end of Fiscal 2009.

	Option Awards (1)						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested
David S. Bennett		0	0		-	-		-	-

Patricia M. Spreitzer	0		0		-	-		-		-

(1)

On October 30, 2007, the Company agreed to grant each officer, subject to the Company having achieved specified annual revenue targets, an option award of 4,000 shares of our common stock with exercise prices ranging from $170 to $2,000, which options would vest upon the attainment of certain gross revenue targets ranging from $3,000,000 to $60,000,000. The granting of the options was subject to the Company’s adoption of a stock option plan for such purpose, which plan was established on April 22, 2008. The $3,000,000 minimum annual revenue target required to trigger an option issuance was not achieved for 2009, therefore no options were issued.

Option Exercises and Stock Vested

No stock options vested or were exercised by any Named Executive Officers in Fiscal 2009.

Employment Agreements

Potential Payments upon Termination

The following table sets forth quantitative information with respect to potential payments to be made to each of the Named Executive Officers upon termination in various circumstances. The potential payments are based on each of the Named Executive Officer’s Employment Agreement discussed above. For a more detailed description of the Employment Agreement, see the “Employment Agreements” section above.

Name	During Initial Term(1)			After Initial Term(2)
David S. Bennett
Base Salary/Severance (3)	$	75,000		$	37,500
Stock Options		(4	)		(4	)

Patricia M. Spreitzer
Base Salary/Severance (5)	$	54,000		$	27,000
Stock Options		(4	)		(4	)

(1)	Payment due if executive resigns with “good reason” or if the Company terminates executive’s employment without cause or if such executive’s employment is terminated due to death or disability.

(2)	Payment due if the Company terminates such executive’s employment without cause or if such executive’s employment is terminated due to disability.


(3)	Based upon current base salary of $75,000; provided, however, that Mr. Bennett’s base salary increases to $150,000 upon closing of a private placement of the Company’s debt and/or equity securities resulting in gross proceeds to the Company of at least $4,000,000.

(4)	Executive is entitled to all Options which would have accrued during the “severance period” defined under footnotes (1) and (2) above.

(5)

Based upon current base salary of $54,000; provided, however, that Ms. Spreitzer’s base salary increases to (i) $84,000 upon closing of a private placement of the Company’s debt and/or equity securities resulting in gross proceeds to the Company of at least $4,000,000 and (ii) $100,000 upon satisfaction of (i) and provided that Ms. Spreitzer devotes 100% of her time to the Company.

Compensation of Directors

Our directors did not receive any compensation for their services as a director in 2009. All directors are entitled to reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of January 9, 2010 by the following persons:

each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

each of our directors and executive officers; and

all of our directors and executive officers as a group.

Name And Address (1)	Number Of Common Shares Beneficially Owned		Percentage Owned (2)		Number Of Series A Preferred Shares Beneficially Owned		Percentage Owned (2)			Percentage of Total Voting Power (3)

David S. Bennett		785		*		-		-			*
Patricia M. Spreitzer		1,000		*		10,000		100	%		99.9	%

All directors and officers as a group (2 persons)		1,785		*		10,000		100	%		99.9	%

*Less than 1%

(1)	Unless otherwise noted, the address is c/o Bio Solutions Manufacturing, Inc., 9720 Heatherstone River Court, Townhouse 1, Estero, FL 33928.

(2)	Based on 26,616,097 common shares and 10,000 series A preferred shares issued and outstanding on February 12, 2010.

(3)

Holders of our common stock are entitled to one vote per share, for a total of 26,616,097 votes. Holders of our series A preferred stock are entitled to the number of votes on such matters equal to the product of (a) the number of shares of the series A preferred stock held by such holder, (b) the number of issued and outstanding shares of our common stock, on a fully-diluted basis, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.0002. Our convertible notes currently convert into 1,396,487,000 shares of common stock. Accordingly the series A preferred are entitled to a total of 2,792,974,000 votes.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this report and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Other than the transactions, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds the lesser of $120,000 or one percent of our average total assets for the last three fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest:

On October 30, 2007, we entered into an agreement with Peter Chapin, the then President of BESI, under which we agreed to issue him 250 shares of common stock as additional consideration for his indirect sale of the business of BESI to us and for his assistance in connection with the settlement of the BESI litigation. In addition, we agreed to issue an additional 500 shares in connection therewith upon the earlier of April 30, 2008 or the satisfaction of certain performance criteria.

On November 21, 2007, the then President of BESI paid $16,115.72 to the BSFC Parties, which constituted full and final satisfaction of the $25,000 limited recourse promissory note. As a result, we became liable on the full recourse guarantee in the amount of $8,884.28. On December 12, 2007, we paid $7,958.00 of this amount as partial satisfaction of the full recourse guarantee. We currently owe $926.28 under the full recourse guarantee.

On August 1, 2008, we issued 10,000 shares of Series A Preferred Stock to our CFO and treasurer in satisfaction of $10,000 of accrued but unpaid salary.

Director Independence

For our description of director independence, see “Director Independence” under the section entitled “Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act” above.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

Sherb & Co., LLP billed us $20,250 in fees for our 2009 annual audit and for the review of our quarterly financial statements for 2009 and $27,500 in fees for our 2008 annual audit and for the review of our quarterly financial statements for 2008.

Audit-Related Fees

We did not pay any fees to Sherb & Co., LLP for assurance and related services that are not reported under Audit Fees above in 2009 or 2008.

Tax Fees

We did not pay any fees to Sherb & Co., LLP for tax compliance, tax advice or tax planning in 2009 or 2008.

All Other Fees

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by Sherb & Co., LLP and the estimated fees related to these services.

PART IV

ITEM 15. EXHIBITS

Exhibit No.		Description

2.1		Reorganization and Stock Purchase Agreement by and between Single Source Financial Services Corporation, certain shareholders of Single Source Financial Services Corporation, Bio-Solutions Manufacturing, Inc., and the shareholders of Bio-Solutions Manufacturing, Inc., incorporated by reference to our Current Report on Form 8-K filed on April 2, 2004.

2.2		Stock Purchase Agreement dated as of June 2, 2006 by and between Bio Solutions Manufacturing, Inc. and Bio Solutions Franchise Corp., incorporated by reference to our Quarterly Report on Form 10-QSB filed on June 21, 2006.

2.3		Merger Agreement dated as of September 4, 2008 by and between Bio Solutions Manufacturing, Inc., a New York corporation and Bio Solutions Manufacturing, Inc., a Nevada corporation, incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).

3.1		Amended and Restated Articles of Incorporation of Bio Solutions Manufacturing, Inc. incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).

3.4		Amended and Restated Bylaws of Bio Solutions Manufacturing, Inc. incorporated by reference to our Information Statement on Form 14C filed on September 16, 2008 (File No. 001-32044).

3.5		Certificate of Designation of Series B Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on May 5, 2009)

4.1		Specimen Certificate of Bio Solutions Manufacturing, Inc.’s common stock, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

4.2		Form of Unit Purchase Agreement among Bio Solutions Manufacturing, Inc., and various purchasers, incorporated by reference to our Quarterly Report on Form 10-QSB filed on June 21, 2006.

4.3		Form of convertible secured promissory note, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

4.4		Form of Registration Rights Agreement by and among Bio Solutions Manufacturing, Inc., and various lenders, , incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

4.5		2006 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on October 31, 2006 (File No. 333-138339).

4.6		2007 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on October 16, 2007 (File No. 333-146737).

4.7		2008 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on April 25, 2008 (File No. 333-150451).

4.8		2008 California Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8, filed on April 25, 2008 (File No. 333-150451).

10.1		Manufacturing/Marketing Agreement between Bio Solutions Manufacturing, Inc. and Bio Solutions Franchise Corp., incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.
10.2		Lease Agreement with Option between Bio Solutions International, Inc. and Innovative Industries, LLC, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.3		Loan Agreement by and among Bio Solutions Manufacturing, Inc. and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.4		Security Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions Production, Inc., Bio-Extraction Services, Inc., and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.5		Intellectual Property Security Agreement by and among Bio Solutions Manufacturing, Inc., Bio Solutions Production, Inc., Bio-Extraction Services, Inc., and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.6		Stock Pledge Agreement by and among Bio Solutions Manufacturing, Inc. and various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.7		Guaranty by Bio Solutions Production, Inc. and Bio-Extraction Services, Inc. in favor of various lenders, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.8		Single Source Financial Services Corporation 2002 Omnibus Securities Plan, incorporated by reference to our Registration Statement on Form S-8 filed on April 19, 2002 (File No. 333-88834), as amended by our Registration Statement on Form S-8 filed on August 24, 2005 (File No. 333-127820).

10.9		Stock Award Agreement by and between Bio Solutions Manufacturing, Inc. and David S. Bennett, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.10		Stock Award Agreement by and between Bio Solutions Manufacturing, Inc. and Patricia M. Spreitzer, incorporated by reference to our Annual Report on Form 10KSB/A for the year ended October 31, 2006, filed on March 23, 2007.

10.11		Employment Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc. and David S. Bennett, incorporated by reference to our Current Report on Form 8-K, filed on November 5, 2007.

10.12		Employment Agreement dated October 30, 2007 between Bio Solutions Manufacturing, Inc. and Patricia M. Spreitzer, incorporated by reference to our Current Report on Form 8-K, filed on November 5, 2007.

10.13		Settlement Agreement dated as of October 22, 2007, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.

10.14		Lease Agreement dated as of September 15, 2007, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.

10.15		Agreement dated as of October 30, 2007 between the Company and Peter Chapin, incorporated by reference to our Annual Report on From 10-KSB for the year ended October 31, 2007, filed on February 13, 2008.

10.16		Stock Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 2, 2009).

10.17		Settlement Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on May 5, 2009).

21.1		Subsidiaries of Bio Solutions Manufacturing, Inc., filed herewith.

23.1		Consent of Independent Public Accountants, Sherb & Co., LLP, filed herewith.

31.1		Certification of David S. Bennett pursuant to Rule 13a-14(a), filed herewith.

31.2		Certification of Patricia M. Spreitzer pursuant to Rule 13a-14(a), filed herewith.

32.1		Certification of David S. Bennett pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2		Certification of Patricia M. Spreitzer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIO SOLUTIONS MANUFACTURING, INC.

By:	/s/ David S. Bennett
March 5, 2010	David S. Bennett
	President, Chief Executive Officer, and Chairman


	/s/ Pat Spreitzer
	Pat Spreitzer Chief Financial Officer, Secretary, Treasurer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signatures	Title	Date

/s/ David S. Bennett	Chief Executive Officer, President and Director	March 5, 2010
David S. Bennett

/s/ Patricia M. Spreitzer	Chief Financial Officer, Secretary, Treasurer and Director	March 5, 2010
Patricia M. Spreitzer

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