Biomedical Technology Solutions 10Q/A 2012 Q1 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly report ended September 30, 2011

OR

o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to _____

Commission file number000-53391

BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)


	Colorado		26-3161860
	(State or other jurisdiction of incorporation or organization)		I.R.S. Employer Identification number

12741 East Caley Avenue, Unit 140
Centennial, CO 80111
(Address of Principal Executive Offices)

Issuer's telephone number: (303) 653-0100

_____________________________________________________________
Former name, former address, and former fiscal year, if changed since last report

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.o

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ X ]

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


Large accelerated filero	Accelerated filero	Non-accelerated filero (Do not check if a smaller reporting company)	Smaller reporting companyx

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 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 sold, or the average bid and asked price of such common equity, as of November 21, 2011 was $3,147,937.

The number of shares outstanding of the registrant's common stock, as of November 21, 2011, is 33,591,081.

Biomedical Technology Solutions Holdings, Inc and Subsidiaries

FORM 10-Q

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2011

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4T

Controls and Procedures

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults upon Senior Securities

Item 4

[Removed and Reserved]

Item 5

Other Information

Item 6

Exhibits

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Consolidated Balance Sheets

September 30, 2011 and December 31, 2010

(UNAUDITED)


		9/30/2011		12/31/2010


Assets

Current assets:
Cash	$	17,049	$	5,521
Accounts receivable, net of allowance for doubtful accounts		124,297		72,153
Inventory		97,594		173,664
Prepaid expenses		12,500		33,169
Total current assets		251,440		284,507

Property and equipment, net of accumulated depreciation		6,107		18,490

Intangible assets, net of accumulated amortization		9,556		6,331
Land held for development or sale		615,000		615,000
Long term Accounts receivable		5,699		5,699
Deposits		5,000		5,000

Total assets	$	892,802	$	935,027

CONTINUED ON FOLLOWING PAGE

See accompanying notes to these consolidated and condensed financial statements

BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Consolidated Balance Sheets

September 30, 2011 and December 31, 2010

(UNAUDITED)

CONTINUED FROM PREVIOUS PAGE


		9/30/2011		12/31/2010
Liabilities and shareholders' (deficit)

Current liabilities:
Notes payable, net of debt discounts totaling $59,306	$	332,695	$		300,885
Notes payable to related parties, net of debt discounts totaling $92,903		210,455			144,410
Accounts payable		552,480			485,578
Accrued payroll and other liabilities		503,473			494,786
Derivative liability		431,734			-
Deferred income		71,215			69,132
Total current liabilities		2,102,052			1,494,791

Long-term debt		471,495			471,495

Total Liabilities		2,573,547			1,966,286

Shareholders' (deficit)
Series A Convertible Preferred Stock, $0.001 par value
10,000,000 authorized, 40,000 and 40,000 shares issued and
outstanding at September 30, 2011 and December 31, 2010,
respectively		40			40
Common stock, $0.001 par value
100,000,000 shares authorized,
32,863,808 and 31,957,398 shares issued and outstanding		32,864			31,957
at September 30, 2011 and December 31, 2010, respectively
Additional paid in capital		6,287,544			6,158,032
Accumulated deficit		(8,001,193)			(7,221,288)
Total Shareholders' (deficit)		(1,680,745)			(1,031,259)

Total liabilities and shareholders’ deficit	$	892,802	$		935,027

See accompanying notes to these consolidated and condensed financial statements

BIOMEDICIAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Consolidated Statements of Operations

Three and Nine months Ended September 30, 2011 and September 30, 2010

(UNAUDITED)


	Three Months Ended		Nine Months Ended
	September 30		September 30

	2011	2010	2011	2010

Net sales	200,711	$ 238,298	543,033	$ 539,988
Cost of sales	113,781	124,127	308,350	288,613
Gross profit	86,930	114,171	234,683	251,375

Other costs and expenses:
Selling, general and administrative	251,823	313,199	642,860	1,128,899
Research and development expenses	1,250	22,367	46,040	76,888
Total operating expenses	253,073	335,566	688,900	1,205,787

Loss before non-operating income and expense and income taxes	(166,143)	(221,395)	(454,217)	(954,412)

Other expenses:
Other Income	-	-	-	18
Debt discount expense	(64,771)	-	(84,647)	-
Gain/(loss) on derivative	(198,384)	- -	(198,384)	- -
Interest expense	(15,820)	(8,427)	(39,665)	(35,089)
Total other expenses	(278,975)	(8,427)	(322,696)	(35,071)

Net loss before income taxes	(445,118)	(229,822)	(776,913)	(989,483)
Income tax provision	-	-	-	-
Net loss	(445,118)	(229,822)	(776,913)	(989,483)

Preferred Stock Dividend	(1,008)	(1,008)	(2,992)	(2,991)

Net loss attributable to common stockholders	$ (446,126)	$ (230,829)	$ (779,905)	$ (992,474)

Basic and diluted loss per share	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)

Weighted average common shares outstanding	32,271,186	31,915,731	32,271,186	30,690,250

See accompanying notes to these consolidated and condensed financial statements

BIOMEDICIAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Consolidated Statements of Cash Flows

Nine months Ended September 30, 2011 and September 30, 2010

(UNAUDITED)


	2011		2010

Cash flows from operating activities:
Net loss		$ (779,905)	$ (992,474)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization		15,083	58,426
Stock based compensation expense		100,913	290,592
Debt discounts		84,647	-
Change in fair value of derivative		198,384	-
Changes in operating assets and liabilities:		-	-
Decrease (increase) in accounts receivable		(52,144)	91,895
Decrease (increase) in prepaid expenses and other current assets		20,669	(2,233)
Decrease (increase) in inventories		76,070	39,352
Decrease (increase) in long term accounts receivable		-	3,498
Increase (decrease) in accounts payable		66,902	(4,802)
Increase (decrease) in accrued expenses		28,770	136,491
Increase in other liabilities		-	4,051
Net cash (used in) operating activities		$ (240,611)	$ (375,204)

CONTINUED ON FOLLOWING PAGE

See accompanying notes to these consolidated and condensed financial statements


CONTINUED FROM PREVIOUS PAGE
Cash flows from investing activities:	2011	2010
Increase in intangible assets	(5,925)	(12,479)
Acquisition of property and equipment	______-_	______-__
Net cash (used in) investing activities	(5,925)	(12,479)
Cash flows from financing activities:
Proceeds from sale of Common Stock	-	332,279
Proceeds from notes payable	121,000	191,637
Proceeds from notes payable-related parties	158,948	-
Repayment of notes payable	(21,884)	(84,432)
Net cash provided by financing activities	279,948	439,484

Increase (decrease) in cash	11,528	51,801
Cash and cash equivalents, beginning of period	5,521	6,643
Cash and cash equivalents,
end of period	$ 17,049	$ 58,444

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	-	16,830
Taxes paid	-	2,000

Non-cash financing and investing activities:
Discount on notes payable from derivative liabilities	236,856	-
Warrant derivatives reclass	23,913	-
Resolution of derivative liability	27,419	-
Shares issued in exchange of wages	15,000	-
Shares issued on conversion of Note payable	8,000	-

See accompanying notes to these consolidated and condensed financial statements

BIOMEDICAL TECHNNOLOGY SOLUTIONS HOLDINGS, INC.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS (Unaudited)

Note 1-Nature of Business

We market the Demolizer® II System. The Demolizer® II System is a tabletop device that converts infectious biomedical waste into non-biohazardous material. The Demolizer® II System also includes components that have been upgraded to incorporate enhanced process controls, safety features, and integrated quality systems. We earn revenue by selling or leasing our products to our customers. BMTS targets medical clinics, nursing homes, dentists, pharmacies, veterinarians, professional sports teams, colleges, and defense industries, which make up the estimated 1,000,000 low-medium volume infectious waste generators in the U.S. Additionally, we are in development of a portable product suitable for use by in home care providers and individuals who require safe and convenient disposal of their personal biomedical waste. The Company’s offices are located in Centennial, Colorado.

Going Concern

Our financial statements have been prepared on a going concern basis which assumes that we will be able to meet our obligations and continue our operations during the next twelve months. Asset realization values may be significantly different from carrying values as shown on our financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At September 30, 2011, we had not yet achieved profitable operations and we have accumulated losses of $(8,001,193) since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain necessary financing to meet our obligations arising from normal business operations when they come due. We anticipate that additional funding will be in the form of equity financings from the sale of our common stock. We may also seek to obtain short-term loans from officers, directors or significant shareholders. There are no current arrangements in place for equity funding or short-term loans.

Note 2-Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited financial statements at September 30, 2011 have been prepared from the records of the Company in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only recurring accruals) necessary to present fairly the financial position as of September 30, 2011, the results of operations for the three and nine months ended September 30, 2011 and 2010, and cash flows for the nine months ended September 30, 2011 and 2010. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2010.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For example, we make estimates of the amount of receivables we will collect, the useful lives of our assets, the number of products that will be returned under warranty and our income tax liabilities. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from our estimates.

Fair Value of Financial Instruments:

As of September 30, 2011and December 31, 2010, the carrying amounts of financial instruments held by the Company, which include cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of those instruments. In addition, the carrying value of the Company's debt instruments, which do not have readily ascertainable market values, approximate fair value, given that the interest rates on outstanding borrowings approximate market rates.

The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


	Level 1:	Quoted prices in active markets for identical assets or liabilities.
	Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
	Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of September 30, 2011 and March 31, 2011. As required by ASC 820, financial assets and liabilities are classified in their entity based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.


Liabilities Measured at Fair Value on a Recurring Basis	September 30, 2011
	Level 1	Level 2	Level 3	Total
Derivative liabilities			$ 431,734	$ 431,734

	December 31, 2010
	Level 1	Level 2	Level 3	Total
Derivative liabilities			$ -	$ -

Stock-Based Compensation:

The fair value of stock options and purchase rights pursuant to the 2008 Equity Incentive Plan is estimated using the Black-Scholes valuation model. This model required input of highly subjective assumptions, including expected life of the award and expected stock price volatility. The fair value of the grant is determined based upon a marked up value above the closing stock price on the grant date. The fair value of stock based awards expected to vest is amortized over the service period, typically the vesting period, of the award on a straight-line basis. Our estimate of forfeitures is based upon our historical activity, which we believe is indicative of expected forfeitures. In subsequent periods, if the actual rate of forfeitures differs from our estimate, the forfeiture rates may be revised, as necessary. Changes in the estimated forfeiture rates can have a significant effect on share-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture is changed. Our stock based compensation was $103,913 and $290,592 for the nine months ended September 30, 2011 and 2010, respectively.

Note 3: CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

As of September 30, 2011, we had $239,100 in convertible notes payable, all of which were issued during the nine months ended September 30, 2011 to various people including related parties. These notes have a one year term and bear interest at 8%. The conversion option allows for a conversion price of i) 55% of the average of the lowest three trading prices during the 10 day trading period prior to conversion date and ii) 80% of the ten day “VWAP” beginning on the date of the notice of conversion. BMTS evaluated the conversion option for derivative accounting consideration under ASC 815-15 and determined that the embedded conversion options should be classified as a liability and recorded at their fair value due to the above noted reset provision. The derivative liabilities were valued using the Black-Scholes Option Pricing Model and at the respective date of issuances were valued at $460,577. $236,856 was recorded as a discount against the convertible note payable and will be amortized into interest expense using the effective interest rate method over the terms of the notes. During the nine months ended September 30, 2011, $84,647, of the discount was amortized. At September 30, 2011, the valuation of the derivative liability was $431,734.

During the nine months ended September 30, 2011, the Company recognized a loss on derivative liabilities of $198,384 as a result of the change in fair value of the derivative described above.

The following table summarizes the derivative liabilities included in the consolidated balance sheet:


Derivative Liabilities
Balance at December 31, 2010		$ -
ASC 815-15 (EITF 00-19) Additions		233,350
Change in fair value		198,384
Balance at September 30, 2011		$ 431,734

The Company values its conversion option derivatives using the Black-Scholes option-pricing model. Assumptions used in valuing the derivative liability at September 30, 2011 include (1) 0.06% to 0.25% risk-free interest rate, (2) remaining contractual term of the respective convertible note agreements are the expected term, (3) expected volatility 210% to 358%, (4) zero expected dividends (5) exercise price of $0.0312 to $0.06 per share, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

As of September 30, 2011, the outstanding balance, net of discount on these convertible notes was $78,891.

Note 4: Related Party Transactions

In June, 2011 the Company entered into four separate promissory notes totaling $98,100 with related parities and shareholders. The promissory notes bear an annualized rate of 8% and are due in full no later than June 1, 2012. The noteholders have the option to convert the then outstanding principal and interest into common stock of the Company. The amount of common stock shall be determined by dividing $0.06 by the then outstanding principal and interest amount. The conversion rate of $0.06 was equal to the fair value of the stock on the transaction date.

In February 2011, the Company entered into three separate promissory notes totaling $20,000 with related parties and shareholders. The promissory notes bear an annualized rate of 8% and are due in full no later than February 22, 2012. Additionally, the Company may at any time prepay part or all of the principal amount. The noteholders have the option after 180 days from the note dates to convert the then outstanding principal and interest into common stock of the Company. The amount of common stock shall be determined by dividing 80% of the ten day “VWAP” beginning on the date of the notice of conversion, by the then outstanding principal and interest amount.

Note Payable:

The Company is obligated to a principal shareholder who loaned $40,848 to the Company for inventory purchases. The note matured March 31, 2011. The note is unsecured, and accrues interest at the rate of 8% per annum, with default interest accruing at 18% per annum beginning April 1, 2011.

The Company is obligated to a third party under a secured promissory note in the principal amount of $200,000 that has an outstanding principal and interest as of September 30, 2011 of $127,072. While we have entered into a settlement agreement providing for periodic payments, if we are unable to meet those commitments, the secured creditor is entitled to a confession of judgment. As part of the settlement we also issued an aggregate of 250,000 shares of common stock and 200,000 warrants. We calculated the fair value of the warrants to be $23,913 using the Black-Scholes model. The note accrues interest at the rate of 6% per annum and was due and payable April 1, 2011. The secured promissory note is secured by a Second Deed of Trust on property valued on Company's books totaling $615,000. If in the event the property cannot be sold, the third party would have the right to other company assets assuming monthly payments are not made in compliance with the settlement agreement. As of September 30, 2011, the note has matured and is in default. The Company anticipates paying off or refinancing the note as soon as cash flow improves and or if the Company can secure additional external financing. Additionally, at December 31, 2010, the Company was obligated under short term insurance premium financing agreements having an aggregate yearend balance of $35,439, payable in installments of $4,448, including interest 8% per annum. The outstanding balance at September 30, 2011 was terminated by the financing company.

Note 5: Shareholders' Equity

Common Stock:

In the second quarter of 2011, the Company finalized a Separation Agreement and Release with a former officer and director. Under the terms of the Separation Agreement and Release, the Company issued 550,000 shares of common stock valued at $0.10, 400,000 shares related to prior years back pay and salary repayment delays and 150,000 shares for services performed in 2011. Additionally, as part of the agreement, the Company issued 200,000 warrants with a strike price of $0.10 per share and an expiration date of June 20, 2014.

In the first quarter of 2011, the Company issued 100,000 common shares valued at $0.29 per share to an investor relations company for services and resulted in a stock based compensation expense of $29,000.

In the second quarter of 2011, the Company finalized a Separation Agreement and Release with a former officer and director. Under the terms of the Separation Agreement and Release, the Company issued 550,000 shares of common stock valued at $0.10, 400,000 shares related to prior years back pay and salary repayment delays and 150,000 shares for services performed in 2011. Additionally, as part of the agreement, the Company issued 200,000 warrants with a strike price of $0.10 per share and an expiration date of June 20, 2014.

The Company recorded a stock based compensation expense of $100,913 in the nine months ended September 30, 2011.

During the third quarter, one of our note holders converted $8,000 of principal into common stock at $0.0312/share for 256,410 shares.

Stock Options and Warrants:

On June 20, 2011, the Company granted warrants to a director to purchase 200,000 shares with an exercise price of $0.10 per share. The stock price on the grant date was $0.12 per share. The warrants have a fair value of $23,913 on the grant date. Related derivative liabilities were marked-to-market on September 30, 2011 with a fair value of $21,027 resulting in a gain of $2,886.The warrants were valued using the Black-Scholes option pricing model with the following assumptions on the grant date and also on September 30, 2011: stock price on the measurement dates of $0.11-$0.12; warrant term of 2.72-3 years; expected volatility of 240%-268% and discount rate of 0.40%-.70%.

Stock option activity summary covering options is presented in the table below:


	Number of Shares			Weighted Average Exercise Price Per Share	Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2010	2,710,530		$	0.43	2.97 years	$	-
Granted	200,000		$	0.10	3.72 years		2,000
Exercised	-			-	-		-
Cancelled/expired	(2,710,530	)		0.36	-		-
Exercisable at September 30, 2011	200,000		$	0.10	3.72 years		2,000-

Note 6: Subsequent Events

On November 4, 2011, one of our note holders converted $20,000 of principal into 727,273 common shares at $0.0275/share.

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

Forward Looking Statements

Unless the context requires otherwise, "we," "us", "our" or "the Company" refers to Biomedical Technology Solutions Holdings, Inc. and its subsidiaries on a consolidated and condensed basis. The Company's subsidiaries include Biomedical Technology Solutions, Inc., BMTS Properties, Inc., BMTS Leasing, LLC and Healthcare Sales Professionals, Inc.

Certain statements contained herein are not statements of historical fact and constitute forward-looking statements. These statements include specifically identified forward-looking statements herein. Examples of forward-looking statements, include: (i) projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure, and other financial items; (ii) statements of plans and objectives of Holdings, or any of its management or Boards of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying those statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," "may," "will" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include: (i) the strength of foreign and U.S. economies in general and the strength of the local economies in which operations are conducted; (ii) the ability of Holdings to finance its planned operations; (iii) the ability of Holdings to hire and retain key personnel, (iv) the ability of Holdings to maintain as well as protect any underlying patents; (v) the ability of Holdings to compete with financially stronger competitors; (vii) the effects of and changes in trade, monetary and fiscal policies and laws; (vii) inflation, interest rates, market and monetary fluctuations and volatility; (viii) the timely development of and acceptance of new products and services and perceived overall value of these products and services by existing and potential customers; (ix) the dependence of Holdings on its key management personnel; (x) the ability to control expenses; (xiii) the effect of changes in laws and regulations with which Holdings must comply; (xi) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board; (xii) changes in the organization and compensation plans of Holdings; (xiii) the costs and effects of litigation and of unexpected or adverse outcomes in litigation; and (ix) the success of Holdings at managing the above risks.

In light of the significant uncertainties inherent in the forward-looking statements made in this prospectus, particularly in view of our early stage of operations, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

RESULTS OF OPERATIONS

Three months ended September 30, 2011 compared to 2010:

Revenue.Revenues were $200,711 in 2011, down from $238,298 in 2010. The decrease (16%) was due to current cash flow issues and the timing of receiving inventory in order to fulfill customer orders. The Company is working closely with key suppliers so that inventory can be received to fulfill orders and improve cash flow.

Cost of Revenue. Cost of revenue for 2011 was $113,781 down from $124,297 from the prior year. The decrease (8%) is attributed to decreased revenue. Our cost of revenue as a percentage of revenue increased to 57% of revenue for the quarter ended September 30, 2011 up from 52% for 2010 due to product revenue mix.

We expect that this percentage to decrease in the near future due to decreases related to volume purchases of the materials that comprise our product.

Operating Expenses.Selling, General and Administrative costs were $251,823 in the third quarter of 2011, as compared to $313,199 in 2010. The following table is a summary of certain of these expenses:


	September 30	September 30
	2011	2010
Selling expense	$ 98,743	$ 80,944
General office expense	62,241	151,290
Professional fees	65,359	19,142
Depreciation and amortization	2,109	7,885
Travel expense	23,371	1,938
Stock Based Compensation expense	-	52,000
	$ 251,823	$ 313,199

Selling and travel expenses increased in 2011 as the Company continued to refocus its activities towards end customers and distributors. The decrease in 2011 in general office expenses was due to cost cutting measures implemented in the first quarter of 2011 as a result of management changes. Professional fees consist primarily of audit and legal expenses. The Company anticipates its overall operating expenses to remain at the levels significantly lower than those of 2010. As cash flow improves, the Company anticipates adding additional sales personnel and management.

Net Loss.For the quarter ended September 30, 2011, we incurred a net loss of $446,126, compared to a net loss of $230,830 for 2010, a increase in net loss of $215,296. The increase in net loss was mainly due to loss on derivatives.

The Company also accrued dividends on the shares of Series A Convertible Preferred Stock totaling $1,007.

Nine months ended September 30, 2011 compared to 2010:

Revenue.Revenues were $543,033 in 2011 up from $539,988 in 2010. The slight increase was due to changes in management, refocused efforts in product marketing and supporting distributors.

Cost of Revenue. Cost of revenue in 2011 was $308,350, up from $288,613 in 2011. The slight increase was due to increased revenue. Our cost of revenue as a percentage of revenue increased to 57% compared to 53% in 2010. The decrease was due to product mix and higher product costs due to freight expenses.

Operating Expenses. Selling, general and administrative expenses were $642,860 in 2011 compared to $1,128,899 in 2010. The following table is a summary of certain of these expenses:


	Nine Months Ended	Nine Months Ended
	September 30	September 30
	2011	2010
Selling expense	$ 248,031	$223,582
General office expense	122,981	472,025
Professional fees	125,564	83,624
Depreciation and amortization	6,626	54,750
Travel expense	55,745	4,326


Stock Based Compensation expense	83,913	290,592

	$ 642,860	$ 1,128,899

The decrease in 2011 in general office expenses was due to cost cutting measures implemented in the first quarter of 2011 as a result of management changes. Professional fees consist primarily of audit and legal expenses. The Company anticipates its overall operating expenses to remain at the levels significantly lower than those of 2010. As cash flow improves, the Company anticipates adding additional sales personnel and management.

Net Loss.For the nine months ended September 30, 2011, we incurred a net loss of $779,905, compared to a net loss of $992,474 for 2010, a decrease in net loss of $212,569 or 21%. The decrease in net loss was due to a change in management and implementation of major cost cutting measures.

The Company also accrued dividends on the shares of Series A Convertible Preferred Stock totaling $2,991.

Liquidity and Capital Resources

The Company's sources of liquidity and capital resources historically have been proceeds from offerings of equity securities. In the past, this source has been sufficient to meet its needs and finance the Company's business. The Company can give no assurance that the historical sources of liquidity and capital resources will be available for future development and acquisitions, and it may be required to seek alternative financing sources not necessarily favorable to the Company.

At September 30, 2011, we had a working capital deficit of $(1,850,612), as compared to working capital deficit of $(924,297) at September 30, 2010. The decrease in working capital was due to decreased revenue and resulting gross margins and increased increase operating costs from 2010 and the derivative liability accrued due to convertible notes issued during the year. The Company continues to lower its overall operating expenses into 2011 and continues to focus on sales activities in order to improve its working capital.

Net cash used in operating activities was $240,611 for the nine month period ended September 30, 2011 compared to net cash used by operating activities of $375,204 for the nine month period ended September 30, 2010. The decrease in cash used in operations is primarily due towas due to cost cutting measures implemented as a result of management changes.

Net cash provided by financing activities was $258,064 for the nine month period ended September 30, 2011 compared to cash provided of $439,484 for the same period of 2010. All proceeds were received in debt financing.

Net cash used in investing activities was $5,925 for the nine month period ended September 30, 2011 compared to cash used of $12,479 for the same period of 2010.

Capital Commitments

The Company prior headquarters and administrative and production facilities were located at 9800 Mt. Pyramid Ct., Englewood, Colorado, in approximately 5,000 square feet of leased office space at a monthly rental of approximately $4,000. The lease expired August 31, 2011. Effective

November 1, 2011 the Company vacated the prior facility and entered into a new lease for office and warehouse space for a term of one year calling for base rent of $3,000 per month plus triple net.

Going Concern

Our independent auditors have questioned our ability to continue as a going concern for the next twelve months. The financial statements do not include any adjustments that might result from this uncertainty.

Off-Balance Sheet Transactions

The Company has no off-balance sheet transactions.

Common Stock Dividend Policy

We have not paid any cash dividends on our common stock, and we currently intend to retain any future earnings to fund the development and growth of our business. Any future determination to pay dividends on our common stock will depend upon our results of operations, financial condition and capital requirements, applicable restrictions under any credit facilities or other contractual arrangements and such other factors deemed relevant by our Board of Directors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended September 30, 2011 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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has three wage claims made by former employees. Denise Cox $27,017.16, Diane Cox $30,250.54 and Don Cox $216,335.65. Diane Cox and Denise Cox have filed suit and the Company has disputed the claims and retained counsel to defend. The Company also disputes the claim of Don Cox and intends to defend any action that might be brought.

In February a note holder brought suit for payment of a $60,000 note due plus interest. The Company is negotiating a settlement.

A former Director Bill Sparks has brought suit for payment for two notes due April 1, 2010. The first is $14,000 and the second is $50,000 plus interest. The company is negotiation a settlement.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A to Part I of our annual report on Form 10-K for the year ended December 31, 2010.

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

In January 2011, the Company granted 100,000 to a consultant as full compensation for the consultant’s services. There were no proceeds from the share issuance, and no fees were paid in connection with the transaction.

In February 2011, the Company issued an aggregate of $20,000 in convertible notes to a director and two other investors. The notes accrue interest at the rate of 8% per annum and are due and payable in February 2012. The notes are convertible, at the option of the noteholder, into shares of common stock at a conversion price equal to 80% of the ten day VWAP of the Company’s common stock measured from the conversion date.

In March 2011, the Company entered into a Securities Purchase Agreement with one investors providing for the issuance of the 8% Convertible Promissory Note in the principal amount of $65,000. The Note matures in March 2012. The Note is unsecured. Under the terms of the conversion rights, the noteholder has the right during the term of the note to convert all or part of the outstanding and unpaid principal amount of the note into common stock at conversion price that is equal to a 45% discount rate of the market price. The market price is defined as the average of the lowest three (3) trading prices for the common stock during a ten (10) day trading period ending on the latest complete trading prior to the conversion date.

In June 2011, the Company issued two convertible promissory notes in the aggregate principal amount of $16,000. The notes mature June 1, 2012. The notes are convertible into shares of common stock at a conversion price of $.06 per share.

In June 2011, the Company issued four convertible notes in the aggregate principal amount of $98,100. The notes were sold to related parties and shareholders. The notes accrue interest at the rate of 8% per annum and are due and payable June 1, 2012. The notes are convertible into shares of common stock at a conversion price of $.06 per share.

In the second quarter of 2011, the Company entered into a Separation Agreement and Release with a former officer and director. Under the terms of the Agreement, the Company issued 550,000 in payment of accrued compensation. The Company also granted warrants exercisable to purchase an additional 200,000 shares at an exercise price of $.10 per share. The Warrants expire June 20, 2014.

In June 2011, the Company agreed to issue 200,000 shares of common stock to its legal counsel in partial payment of accrued fees. Concurrently, the Company granted a put option pursuant to which the shares can be put back to the Company beginning in November 2011 requiring the Company to redeem the shares for cash payment of $.0875 per share.

In August 2011, the Company entered into a Securities Purchase Agreement with one investors providing for the issuance of the 8% Convertible Promissory Note in the principal amount of $40,000. The Note matures in March 2012. The Note is unsecured. Under the terms of the conversion rights, the noteholder has the right during the term of the note to convert all or part of the outstanding and unpaid principal amount of the note into common stock at conversion price that is equal to a 45% discount rate of the market price. The market price is defined as the average of the lowest three (3) trading prices for the common stock during a ten (10) day trading period ending on the latest complete trading prior to the conversion date.

All cash proceeds received by the Company in connection with the foregoing transactions was used for working capital. No fees or commissions were paid. In each of the foregoing, the securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereof. The securities in each instance were taken for investment purposes, were restricted as to resale, and the instruments evidencing same contained the Company’s customary restrictive legend. Each of the investors was either an accredited investor within the meaning of Rule 501(a) under the Securities Act or provided an attestation with respect to their financial sophistication.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None, except as previously disclosed.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


EXHIBIT NUMBER		DESCRIPTION

31		Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
____________________
*		Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 22, 2011.

BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

By:

/s/ Gex F. Richardson

Gex F. Richardson, President/Principal Executive Officer/Director

By: ___/s/ Gex F. Richardson____________________

Gex F. Richardson Chief Financial Officer/Principal Accounting Officer

Biomedical Technology Solutions (BMTL) Inactive 10-Q/A2012 Q1 Quarterly report (amended)