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

FORM 10-Q

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

OR

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

Commission file number 000-53391

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

9800 Mt. Pyramid Court # 250
Englewood, CO 80112
(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 No x

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 [ ]

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

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 August 12, 2011 was $3,147,937

The number of shares outstanding of the registrant's common stock, as of August 12, 2011, is 32,607,398.

Biomedical Technology Solutions Holdings, Inc and Subsidiaries

FORM 10-Q

FOR THE FISCAL QUARTER ENDED JUNE 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

Submission of Matters to a vote of Securities Holders

Item 5

Other Information

Item 5

Exhibits

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Consolidated Balance Sheets

June 30, 2011 and December 31, 2010



Assets		6/30/2011		12/31/2010
		(unaudited)		(derived from audited
Current assets:
Cash	$	7,388	$	5,521
Accounts receivable, net of allowance for doubtful accounts		148,911		72,153
Inventory		153,167		173,664
Prepaid expenses		44,677		33,169
Total current assets		354,143		284,507
Property and equipment, net of accumulated depreciation		7,332		18,490
Intangible assets, net of accumulated amortization		6,911		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	$	994,085	$	935,027
Liabilities and shareholders' (deficit)
Current liabilities:
Notes payable, net of debt discounts totaling $17,875	$	361,263	$	300,885
Notes payable to related parties, net of debt discounts totaling $2,000		301,359		144,410
Accounts payable		542,536		485,578
Accrued payroll and other liabilities		475,386		494,786
Deferred income		68,421		69,132
Total current liabilities		1,748,965		1,494,791
Long-term debt		471,495		471,495
Total Liabilities		2,220,460		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 June 30, 2011 and December 31, 2010, respectively		40		40
Common stock, $0.001 par value
100,000,000 shares authorized,
32,607,398 and 31,957,398 shares issued and outstanding		32,607		31,957
at June 30, 2011 and December 31, 2010, respectively
Additional paid in capital		6,296,045		6,158,032
Accumulated deficit		(7,555,067)		(7,221,288)
Total Shareholders' (deficit)		(1,226,375)		(1,031,259)
Total Liabilities and Shareholders’ (Deficit)	$	994,085	$	935,027

See accompanying notes to these consolidated and condensed financial statements


BIOMEDICIAL TECHNOLOGY SOLUTIONS HOLDINGS, INC. Consolidated Statements of Operations Three and Six Months Ended June 30 (Unaudited)

	Three Months Ended		Six Months Ended
	June 30		June 30
	2011	2010	2011		2010
Net sales	$ 158,982	$ 138,986	$ 342,322		301,690
Cost of sales	92,654	88,673	194,569		164,486
Gross profit	66,328	50,313	147,753		137,204
Other costs and expenses:
Selling, general and administrative	256,601	360,522	391,039		815,700
Research and development expenses	31,790	22,468	44,790		54,521
Total operating expenses	288,391	382,990	435,829		870,221

Loss before non-operating income and expense and income taxes	(222,063)	(332,677)	(288,076)	(733,017)

Other income and (expense):
Other Income	-	18	-		18
Debt discount expense	(9,938)	-	(19,876)		-
Interest expense	(19,585)	(14,554)	(23,843)		(26,662)
	(29,523)	(14,536)	(43,719)		(26,644)
Net loss before income taxes	(251,586)	(347,213)	(331,795)		(759,661)
Income tax provision	-	-	-		-
Net loss	(251,586)	(347,213)	(331,795)		(759,661)
Preferred Stock Dividend	(998)	(998)	(1,984)		(1,984)
Net loss attributable to common stockholders	$ (252,584)	$ (348,211)	$ (333,779)		$(761,645)
Basic and diluted loss per share	$ (0.01)	$ (0.01)	$ (0.01)		$ (0.03)
Weighted average common shares outstanding	32,240,731	30,904,620	32,149,065		30,077,509

See accompanying notes to these consolidated and condensed financial statements


BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.
Consolidated and condensed Statement of Changes in Shareholders' (deficit) (unaudited)

							Additional
	Preferred Stock			Common Stock			Paid-in		Accumulated
	Shares		Par Value	Shares		Par Value	Capital		Deficit		Total


Balance at December 31, 2010	40,000	$	40	31,957,398	$	31,957	6,158,032	$	(7,221,288)	$	(1,031,259)


Shares issued for services	—		—	100,000		100	19,900		—		20,000

Common Stock issued in lieu of wages	—		—	150,000		150	14,850		—		15,000

Charges for Warrants	-		-	-		-	23,913		-		23,913

Stock based compensation				400,000		400	39,600				40,000

Debt discounts on Notes payable							39,750				39,750

Net loss	—		—	—		—	—		(331,795)		(331,795)

Preferred stock dividend	—		—	—		—	—		(1,984)		(1,984)

Balance at June 30, 2011	40,000	$	40	32,607,398	$	32,607	6,296,045	$	(7,555,067)	$	(1,226,375)


BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.
Consolidated and Condensed Statements of Cash Flows
Quarter ended June 30, 2011 and 2010 (Unaudited)
	2011	2010
Cash flows from operating activities:
Net loss	$ (333,779)	$ (761,645)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization	12,958	49,317
Stock based compensation expense	83,913	238,592
Debt discounts	19,876	-
Repayment of Wages for Common Stock	15,000	-
Changes in operating assets and liabilities:	-	-
Decrease (increase) in accounts receivable	(76,758)	27,396
Decrease (increase) in prepaid expenses and other current assets	(11,508)	21,701
Decrease (increase) in inventories	20,497	21,518
Decrease (increase) in long term accounts receivable	-	-
Increase (decrease) in accounts payable	56,958	(10,949)
Increase (decrease) in accrued expenses	(19,400)	83,346
Increase in other liabilities	(711)	943
Net cash (used in) operating activities	$ (232,954)	$ (329,781)
Cash flows from investing activities:
Increase in intangible assets	(2,380)	(3,253)
Acquisition of property and equipment	-	-
Net cash (used in) investing activities	(2,380)	(3,253)
Cash flows from financing activities:	-
Proceeds from sale of Common Stock	-	252,279
Proceeds from notes payable	79,078	130,000
Proceeds from notes payable-related parties	158,949	-
Repayment of notes payable	(826)	(51,734)
Net cash provided by financing activities	237,201	330,545
Increase (decrease) in cash	1,867	(2,489)
Cash and cash equivalents beginning of period,	5,521	6,643
Cash and cash equivalents, end of period	$ 7,388	$ 4,154
	Quarter Ended March			$ -
	2011		2010
Supplemental cash flow information:
Cash paid for income taxes	$ -		$ -
Cash paid for interest	$ -		$ 11,984

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 Englewood, 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 June 30, 2011, we had not yet achieved profitable operations and we have accumulated losses of $(7,555,067) 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 balance sheet at December 31, 2010 has been derived from financial statements audited by Cordovano and Honeck, LLP as indicated by its report included by the Form 10-K. The accompanying unaudited financial statements at June 30, 2011 have been prepared from the records of the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 June 30, 2011, the results of operations for the three and six months ended June 30, 2011 and 2010, and cash flows for the six months ended June 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.

Principles of Consolidation

The consolidated and condensed financial statements include the accounts of BioMedical Technology Solutions Holdings, Inc. ("the Company") and its wholly owned subsidiaries, BioMedical Technology Solutions, Inc. ("BMTS"), BMTS Properties, Inc., and BMTS Leasing LLC. All significant intercompany accounts and transactions have been eliminated.

Fair Value of Financial Instruments:

As of June 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) 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.

Impairment of Long-Lived Assets:

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. As of June 30, 2011, management believes that no modification of the remaining useful lives or write-down of long-lived assets is required other than those done for the intangible assets in the amount of $336,046 in 2010.

Cash Equivalents:

We consider all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents.

Accounts Receivable:

Accounts receivable consist primarily of amounts due to us from our normal business activities. Accounts receivable balances are determined to be past due when the amount is overdue based on the contractual terms with the customer. We maintain an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. Accounts receivable are written off against the allowance for doubtful accounts when we have determined that the receivable will not be collected and/or when the account has been referred to a third party collection agency. In 2010, the Company recorded bad debt expenses totaling $111,000. As of June 30, 2011 the Company maintained an allowance of $38,123. Past due accounts (more than 90 days) totaled $58,425 and $75,710 at June 30, 2011 and December 31, 2010, respectively.

Inventory Valuation:

Inventories are valued at the lower of cost or market and are maintained on the first-in-first-out method.

Property and Equipment:

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:


	Leasehold improvements		1.5 years
	Computer equipment		3 years
	Office equipment		3 years
	Furniture and fixtures		5 years
	Molds and tools		5 years

Expenditure for repairs and maintenance is expensed as incurred. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Identifiable Intangibles:

Identifiable indefinite lived intangibles are not amortized, but are subject to an annual impairment test. Other intangible assets will continue to be amortized over their useful lives. We have determined that in 2010 to take a one time loss on impairment of intangible assets patent intangibles and customer relationships of $336,046. We have determined that our customer relationships have a useful life of four years based upon the type of customer. We have patent intangibles with a useful life of five years. We have determined that our permits, trademarks and licenses have indefinite lives and accordingly, they are not amortized.

Our impairment analysis included a sensitivity analysis with regard to cash flow projections that determine the recoverability of the assets. All of the judgments and assumptions made in preparing the cash flow projections are consistent with our other financial statement calculations and disclosures. The assumptions used in the cash flow projections are consistent with other forward-looking information prepared by the company, such as those used for internal budgets and or reporting to the Board of Directors.

Revenue Recognition:

Revenues from product sales are recognized at the time the goods are shipped to the ordering customer.

Revenues from leasing products are recognized under the Operating Method. Under this method, we record each rental receipt as rental revenue. We depreciate the leased product in the normal manner with depreciation expense of the period matched against the rental revenue. The amount of revenue recognized in each accounting period is a level amount (straight-line basis) representing the time period in which our customer derives benefits from our product. Revenues from leasing products were immaterial in the first two quarters of 2011 and 2010.

In addition to the depreciation charge, we expense maintenance costs and the costs of any other services rendered under the lease as incurred.

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 $83,913 and $238,592 for the six months ended June 30, 2011 and 2010, respectively.

Accounting for Income Taxes

Income taxes are accounted for under the assets and liability method. This method gives consideration to the future tax consequences of deferred income or expense items immediately recognized changes in income tax laws upon enactment. The statement of operations effect is generally derived from changes in deferred income taxes, net of valuation allowances, on the balance sheet as measured by differences in the book and tax bases of our assets and liabilities. We have significant tax loss carry forwards, which are recorded as deferred tax assets. Deferred tax assets realizable in future periods are recorded net of a valuation allowance based upon an assessment of our ability to generate sufficient taxable income within an appropriate period. Based upon our historical taxable losses and projections for future taxable income over periods in which the deferred income tax assets are deductible, management determines if we will realize the benefits of these deductible differences.

The Company has analyzed filing positions, in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and state tax return in Colorado as "major" tax jurisdictions, as defined. We are not currently under examination by the Internal Revenue Service or any other any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company's financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.

Loss per Common Share:

ASC Topic 260 (formerly SFAS 128), Earnings per Share, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if

securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. At June 30, 2011 and December 31, 2010, the Company had options, warrants and Series A Preferred Stock and convertible notes outstanding that could be exercised or converted into 3,625,867 additional shares. All have been excluded from the weighted average share calculation because they would be anti-dilutive.

Related Parties:

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Segment Reporting:

The Company operates in one principal reportable segment in the United States.

Recently Issued Accounting Standards:

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). Level 3 reconciliations should present separately information about purchases, sales, issuances and settlements. To date, the Company has not had any assets or liabilities that transferred in or out of fair value hierarchy levels, and as such, is not currently subject to this guidance. This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliations, which is effective for fiscal years beginning after December 15, 2010. This guidance did not have an impact on the Company's results of operations or financial position. The Company adopted certain of the relevant disclosure provisions of ASU 2010-06 on January 1, 2010 and adopted certain other provisions on January 1, 2011. The Company believes the enhanced Level 3 disclosures will not have an impact on the Company's results of operations or financial position.

In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855). The guidance requires an SEC filer to evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The guidance became effective for the Company upon issuance and had no impact on the Company's results of operations or financial position.

Note 3: 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. As a result of the conversion feature, the Company recorded debt discounts totaling $4,000. The debt discount will be amortized over the next twelve months at a rate of $1,000 per quarter.

In February 2009, the Company entered into a promissory note totaling $75,000 with one related party and shareholder. The promissory note bears an annualized interest rate of 10% and with terms extended to December 31, 2010. As of June 30, 2011, the note has matured and is in default. The Company s anticipates paying off or refinancing the note as soon as cash flow improves and or if the Company can secure additional external financing.

Additionally in June 2009, the Company entered into a promissory note with a related party totaling $14,410 of which $5,000 was paid. The note matured on December 31, 2010 and bears an annualized interest rate of 10%. As of June 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.

In February 2008, the Company entered into a promissory note with a related party and shareholder totaling $60,000. The promissory note bears an annualized interest rate of 10% and with terms extended to December 31, 2010As of June 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.

During 2009, Mr. Cox converted an aggregate of $50,000 in accrued compensation into 125,000 shares of Common Stock. In 2010, Mr. Cox reversed this transaction.

Note 4 -Balance Sheet Details

Inventory:

Inventories are valued at the lower of cost or market and are maintained on the first-in-first-out method. We perform periodic cycle counts and review the provision for potential losses from obsolete, excess or slow moving inventories. Inventory consisted of the following classifications as of June 30, 2011 and December 31, 2010:


	June 30	December 31,
	2011	2010
Raw Materials	$ 79,285	$ 78,996
Work-in-process	30,357	38,076
Finished Goods	66,027	79,094
less: Allowance	(22,502)	(22,502)
	$ 153,167	$ 173,664

Property and equipment:

Listed below are the major classes of property and equipment as of June 30, 2011 and December 31, 2010:


	June 30	December 31,
	2011	2010
Equipment leased to customers	$ 24,495	$ 24,495
Computer equipment	53,941	53,941
Office equipment	19,744	19,744
Furniture and fixtures	11,874	11,874
Molds and tools	71,605	71,605
Computer software	23,433	23,433
Leasehold improvements	5,524	5,524
	210,616	210,616
Less: accumulated depreciation	(203,284)	(192,126)
	$ 7,332	$ 18,490

Identifiable Intangibles

Identifiable indefinite lived intangibles are not amortized, but are subject to an annual impairment test. Other intangible assets will continue to be amortized over their useful lives. We have determined that in 2011 we will take no loss on impairment of intangible assets patent intangibles and customer relationships . We determined in 2010 to take a one-time loss on impairment of intangible assets patent intangibles and customer relationships of $336,046. We have determined that our customer relationships have a useful life of four years based upon the type of customer. We have patent intangibles with a useful life of five years. We have determined that our permits, trademarks and licenses have indefinite lives and accordingly, they are not amortized.

Our impairment analysis included a sensitivity analysis with regard to cash flow projections that determine the recoverability of the assets. All of the judgments and assumptions made in preparing the cash flow projections are consistent with our other financial statement calculations and disclosures. The assumptions used in the cash flow projections are consistent with other forward-looking information prepared by the company, such as those used for internal budgets and or reporting to the Board of Directors.

As of June 30, 2011 and December 31, 2010, the carrying values of our major types of intangible assets are as follows:


	June 30	December 31,
Limited-life intangibles	2011	2010
Patent	$ 89,600	$ 83,256
Customer list	15,000	15,000
	104,600	98,256
Less: accumulated depreciation and impairment	(98,689)	(92,925)
	5,911	5,331


Patent Pendings	139,597	139,597
Less: impairment	(139,597)	(139,597)

Indefinite-life intangibles
Trademark	46,993	46,993
Licenses and permits	105,000	105,000
Less: impairment adjustment - Trademarks	(46,493)	(46,493)
Less: impairment adjustment - Licenses and permits	(104,500)	(104,500)
	1,000	1,000
	$ 6,911	$ 6,331

Accrued Liabilities:

Accrued liabilities consisted of the following accounts as of June 30, 2011 and December 31, 2010:


	June 30	December 31,
	2011	2010
Accrued Payroll	$ 359,513	$399,838
Accrued Interest Payable	64,337	43,807
Accrued Professional Fees	14,235	27,747
Accrued Other	37,301	23,394
	$ 475,386	$494,786

Note Payable:

In June 2011, the Company entered into two promissory notes totaling $16,000. 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 .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 March 2011, the Company entered into a Securities Purchase Agreement 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. As a result of the conversion feature, the Company recorded debt discounts totaling $35,750. The debt discount will be amortized over the next twelve months at a rate of $8,938 per quarter.

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 June 30, 2011 of $125,623. 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 $31,636 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 June 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 June 30, 2011 totaled $17,610 and is in default.

In 2010 the company issued two convertible notes ($50,000 each). One accrues interest at the rate of 5% per annum, was due March 31, 2011 and is convertible into common shares at a price of $0.25 per share. As of June 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. The other accrues interest at the rate of 5% per annum, is due May 31, 2011 and is convertible into common shares at a price of $0.25 per share.

At the time of the reverse merger in August 2008, land previously held for development by CET and now by BMTS Properties, Inc., is carried at an amount considered to be its fair value based upon a current independent appraisal of its liquidating value. The long term note payable totaling $471,495 is collateralized by the land parcel and is due upon the sale or transfer of the land. Interest is payable monthly at the rate of 2% per annum.

In 2010, a then director of the Company, Mr. Sparks loaned the Company $50,000.00 at the interest rate of 5% and Mr. Sparks through Medpro paid the Company another $14,000.00 accruing interest at 10% both due April 1, 2011. As of June 30, 2011, the $50,000 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.

Note 5-Shareholders' Equity

Preferred Stock:

We are authorized to issue 10,000,000 shares of $.001 par value preferred stock. The Company's Articles of Incorporation authorize the Company's Board of Directors to establish the number of preferred shares to be included in each series and to fix the designation and relative powers, including voting powers, preferences, relative participating, optional and other rights, qualifications, limitations and restrictions of each series.

In February, 2009, the Company began a private offering of unregistered securities comprised of Units, each Unit consisting of two shares of Series A Convertible Preferred Stock ("Series A Stock") and one Warrant at a private offering price of $2.00 per Unit, totaling up to $1,000,000. The Series A Stock was valued at $1.00 per share and the Warrant has a strike price of $1.50. Each Warrant holder has the right to purchase for a period of 18 months one additional share per Unit.

Under the terms of the private offering, each share of Series A Stock has the right to a number of votes equal to the number of shares of Common Stock then issuable upon conversion. The Series A Stock is entitled to receive a dividend equal to 10% per annum of the stated value of the shares, payable in arrears, with the

Company's option to pay such dividend in shares of the Company's Common Stock valued at the 30 day VWAP, or in cash. Each Series A Share is convertible into an equal number of shares of Common Stock at the option of the Holder or will automatically convert under certain circumstances. In 2009, we sold an aggregate of $437,500 of such Units and at June 30, 2011 there were 40,000 shares of our Series A Convertible Preferred Stock outstanding.

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. The Company recorded a stock based compensation expense of $63,913 in the quarter ended June 30, 2011.

In the first quarter of 2011, the Company issued 100,000 shares of common stock valued at $0.20 per share to an investor relations company for services and resulted in a stock based compensation expense of $20,000.

In 2009, the CEO of the Company elected to convert $50,000 of deferred compensation into 125,000 shares of our Common Stock valued at $0.40 per share. In 2010, the CEO reversed this transaction.

In the third quarter of 2010, the Company issued stock awards to employees and consultants of the Company totaling 250,000 shares of Common Stock. The shares were valued at a weighted average of $0.21 per share, which was equal to 100% of the public trading bid price of the Common Stock on the particular date of grant, as quoted on the OTC Electronic Bulletin Board.

In addition, the Company sold to one investor 200,000 shares of Common Stock valued at $0.25 per share, for a total consideration of $50,000 and 300,000 warrants with a strike price of $0.25 per share, with an expiration of July 2013. Additionally, a promissory note for $30,000 that was issued in April 2010 was converted for 200,000 shares of Common Stock valued at $0.15 per share, which was equal to the quoted market price of the Common Stock on the transaction date.

In the second quarter of 2010, the Company sold to one investor an aggregate of 1,333,333 shares of Common Stock valued at $0.15 per share, for a total consideration of $200,000.In May 2010, an existing $200,000 note which was in default was purchased by a current shareholder. As part of the Settlement Agreement to restructure the note, the Company agreed to issue 250,000 shares of common stock valued at $0.17 per share and 200,000 warrants with a strike price of $0.25 per share, with an expiration of May 31, 2013.

In the first quarter of 2010, the Company sold to two investors an aggregate of 224,000 shares at $0.25 per share, for a total consideration of $56,000.

In March 2010, the Company entered into a Settlement Agreement and Release with various parties to resolve several issues in dispute. As part of that agreement:

A Consultation Agreement with Malibu Holdings, LLC was modified to provide for the issuance of 300,000 shares for services rendered, rather than the 700,000 previously agreed upon;

Sunrise Capital, LLC agreed to assign to William Dudziak ("Dudziak"), a shareholder of the Company, 2.0 million shares that Sunrise had purchased from Dudziak under a promissory note, in consideration of a cancellation of that note.

The Company agreed to issue to Dudziak an additional 700,000 shares of common stock to resolve disputed claims.

In the first quarter of 2011, the Company issued 100,000 shares of common stock valued at $0.20 per share to a investor relations company for services and resulted in a stock based compensation expense of $20,000.

Stock Based Compensation Expense:

Stock-based compensation was related to stock options and warrants that vested during 2011 and 2010. Additionally in 2011 and 2010, the Company granted stock awards to employees, directors and consultants resulting in stock based compensation expense. During the quarter ended June 30, 2011 and 2010, we recognized compensation expense of $83,913 and $238,592, respectively.

Stock Options and Warrants:

Options and warrants granted to officers and employees between 2007 and August 2008 vest from one to three years and have a maximum term not to exceed seven years. These options and warrants are not part of our Equity Incentive Plan.

In August 2008, the Company's Board of Directors authorized 2,000,000 shares of the Company's common stock for issuance under the 2008 Equity Incentive Plan. The 2008 Equity Incentive Plan policy is as follows: (1) the exercise price of each Incentive Stock Option shall not be less than one hundred percent (100%) of the fair market value of the stock subject to the Option on the date the Option is granted. The exercise price of each Nonstatutory Stock Option shall be any price set by the Board or Committee (2) the maximum term of an option granted may not exceed 10 years (3) three year vesting period, vesting ratably annually as long as the optionee remains an employee or a consultant to the Company.

Note

6- Subsequent Events

There have been no reportable subsequent events.

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 June 30, 2011 compared to 2010:

Revenue. Revenues were $158,982 in 2011, up from $138,986 in 2010. The increase (14%) was due to changes in management, refocused efforts in product marketing and supporting distributors.

Cost of Revenue. Cost of revenue for 2011 was $92,654 up from $88,673 from the prior year. The increase (4%) is attributed to increased revenue. Our cost of revenue as a percentage of revenue decreased to 58% of revenue for the quarter ended June 30, 2011 up from 64% 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 $256,601 in the second quarter of 2011, as compared to $360,522 in 2010. The following table is a summary of certain of these expenses:


	June 30	June 30
	2011	2010
Selling expense	$ 118,138	$ 78,190
General office expense	22,594	143,771
Professional fees	34,543	39,985
Depreciation and amortization	2,109	15,540
Travel expense	15,304	1,490
Stock Based Compensation expense	63,913	81,636
	$ 256,601	$ 360,522

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 June 30, 2011, we incurred a net loss of $252,584, compared to a net loss of $348,211 for 2010, a decrease in net loss of $119,540 or 34%. The decrease in net loss was due to a change in management and implementation of major cost cutting measures.

The beneficial conversion feature was recorded as a charge to loss applicable to holders of Common Stock. The Company also accrued dividends on the shares of Series A Convertible Preferred Stock totaling $998.

Six months ended June 30, 2011 compared to 2010:

Revenue. Revenues were $342,322 in 2011 up from $301,690 in 2010. The increase of (13%) was due to changes in management, refocused efforts in product marketing and supporting distributors.

Cost of Revenue. Cost of revenue in 2011 was $194,569, up from $164,486 in 2011. The increase (18%) was due to increased revenue. Our cost of revenue as a percentage of revenue increased to 57% compared to 55% in 2010. The increase was due to product mix and additional freight for inventory costs due to the Company’s continued lack of working capital.

Operating Expenses. Selling, general and administrative expenses were $391,039 in 2011 compared to $815,700 in 2010. The following table is a summary of certain of these expenses:


	Six Months Ended	Six Months Ended
	June 30	June 30
	2011	2010
Selling expense	$ 149,289	$142,638
General office expense	60,757	320,735
Professional fees	60,205	64,482
Depreciation and amortization	4,501	46,865
Travel expense	32,374	2,388
Stock Based Compensation expense	83,913	238,592

	$ 391,039	$ 815,700

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 six months ended June 30, 2011, we incurred a net loss of $333,779, compared to a net loss of $761,645 for 2010, a decrease in net loss of $427,866 or 56%. The decrease in net loss was due to a change in management and implementation of major cost cutting measures.

The beneficial conversion feature was recorded as a charge to loss applicable to holders of Common Stock. The Company also accrued dividends on the shares of Series A Convertible Preferred Stock totaling $1,984.

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 June 30, 2011, we had a working capital deficit of $(1,394,822), as compared to working capital deficit of $(828,850) at June 30, 2010. The decrease in working capital was due to decreased revenue and resulting gross margins and increased increase operating costs from 2010. 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.

In 2010, we completed the sale of an aggregate of 1,757,333 shares of common stock for gross proceeds of $306,000 and secured an additional $164,000 of note proceeds plus premium financing for the directors and officers insurance of $35,439 for a total of $199,439. A note holder converted his note of $30,000 dollars into 200,000 shares. We also used cash for general working capital. Net cash used in the first two quarters of 2011 was $232,954 compared to $329,781 for 2010.

Capital Commitments

The Company headquarters and administrative and production facilities are 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 and the Company is operating with a month to month lease agreement. We consider our relations with our landlord to be good.

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 December 31, 2010 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 five convertible notes in the aggregate principal amount of $108,100. 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.

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: August 15, 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 HOLDINGS INC 10-Q