UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



|x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|  | For the quarterly period ended March 31, 2014                                          
|  |                                                                                        
| ̈ | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|  |                                                                                        
|  | For the transition period  to  __________                                              
|  |                                                                                        
|  | Commission File Number:000-54147                                                       



BIOPHARMA
MANUFACTURING SOLUTIONS, INC.

(Exact name of Registrant as specified in
its charter)



|Delaware                                                                       | 45-1878223                       
|------------------------------------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of
        incorporation or
        organization) | (IRS Employer Identification No.)



8001 Irvine Center Dr., Suite 400

Irvine, California 92618

(Address of
principal executive offices)



(562) 244-9785

(Registrant’s telephone
number)



____________________________

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



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 issuer was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 daysx  Yes    ̈  No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 ̈
  Nox



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



| ̈ Large accelerated filer Accelerated filer |  ̈ Non-accelerated filer
|------------------------------------------- | -----------------------
|x Smaller reporting company                 |                        



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈  Yes   x  No



State the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date: 94,300,000

common shares as of May 1, 2014.



|
|









TABLE OF CONTENTS



|           |                                                                                       | Page
|---------- | ------------------------------------------------------------------------------------- | ----
|           |                                                                                       |     
|           | PART I - FINANCIAL INFORMATION                                                        |     
|           |                                                                                       |     
|Item 1:    | Financial Statements                                                                  | 3   
|Item 2:    | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10  
|Item 3:    | Quantitative and Qualitative Disclosures About Market Risk                            | 12  
|Item 4:    | Controls and Procedures                                                               | 12  
|           |                                                                                       |     
|           | PART II - OTHER INFORMATION                                                           |     
|           |                                                                                       |     
|Item 1:    | Legal Proceedings                                                                     | 13  
|Item 1A:   | Risk Factors                                                                          | 13  
|Item 2:    | Unregistered Sales of Equity Securities and Use of Proceeds                           | 13  
|Item 3:    | Defaults Upon Senior Securities                                                       | 13  
|Item 4:    | Mine Safety Disclosures                                                               | 13  
|Item 5:    | Other Information                                                                     | 13  
|Item 6:    | Exhibits                                                                              | 13  
|Signatures |                                                                                       | 14  







2









BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED
BALANCE SHEETS



---









|ASSETS                                                              |  | March 31, 2014 |          |   | December 31, 2013 |  
|------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | -
|                                                                    |  | (unaudited)    |          |   | (audited)         |  
|Current assets                                                      |  |                |          |   |                   |  
|Cash                                                                |  | $              | 128,875  |   |                   | $
|Accounts receivable                                                 |  |                | 16,211   |   |                   |  
|Prepaid expense                                                     |  |                | 2,397    |   |                   |  
|Deposit                                                             |  |                | 4,094    |   |                   |  
|Inventory                                                           |  |                | 32,103   |   |                   |  
|Current assets                                                      |  |                | 183,680  |   |                   |  
|                                                                    |  |                |          |   |                   |  
|Equipment, net                                                      |  |                | 3,124    |   |                   |  
|                                                                    |  |                |          |   |                   |  
|Total assets                                                        |  | $              | 186,804  |   |                   | $
|LIABILITY AND STOCKHOLDERS' EQUITY                                  |  |                |          |   |                   |  
|                                                                    |  |                |          |   |                   |  
|Current liability                                                   |  |                |          |   |                   |  
|Accrued liability                                                   |  | $              | 350      |   |                   | $
|Total liabilities                                                   |  |                | 350      |   |                   |  
|                                                                    |  |                |          |   |                   |  
|Stockholders' equity                                                |  |                |          |   |                   |  
|Preferred stock, $0.0001 par value, 20,000,000 shares               |  |                |          |   |                   |  
|authorized; none outstanding                                        |  |                | -        |   |                   |  
|Common stock, $0.0001 par value, 150,000,000 shares                 |  |                |          |   |                   |  
|authorized; 94,300,000 shares  issued and outstanding, respectively |  |                | 9,430    |   |                   |  
|Discount on common stock issued to shareholder                      |  |                | (400     | ) |                   |  
|Additional paid-in capital                                          |  |                | 476,464  |   |                   |  
|Accumulated deficit                                                 |  |                | (299,041 | ) |                   |  
|Total stockholders' equity                                          |  |                | 186,454  |   |                   |  
|Total liability and stockholders' equity                            |  | $              | 186,804  |   |                   | $







The accompanying notes are an integral part of these unaudited condensed financial statements









3









BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited





---









|                                            |  | For the three months ended March 31, 2014 |            |   | For the three months ended March 31, 2013 |  
|------------------------------------------- |  | ----------------------------------------- | ---------- | - | ----------------------------------------- | -
|                                            |  |                                           |            |   |                                           |  
|Revenues                                    |  | $                                         | 31,442     |   |                                           | $
|Cost of revenues                            |  |                                           | 14,410     |   |                                           |  
|Gross profit                                |  |                                           | 17,032     |   |                                           |  
|                                            |  |                                           |            |   |                                           |  
|Operating expenses                          |  |                                           | 63,803     |   |                                           |  
|                                            |  |                                           |            |   |                                           |  
|Loss before income tax                      |  |                                           | (46,771    | ) |                                           |  
|                                            |  |                                           |            |   |                                           |  
|Income tax                                  |  |                                           | -          |   |                                           |  
|                                            |  |                                           |            |   |                                           |  
|Net loss                                    |  | $                                         | (46,771    | ) |                                           | $
|                                            |  |                                           |            |   |                                           |  
|Loss per share - basic and diluted          |  | $                                         | (0.00      | ) |                                           | $
|                                            |  |                                           |            |   |                                           |  
|Weighted average shares - basic and diluted |  |                                           | 94,300,000 |   |                                           |  







The accompanying notes are an integral part of these unaudited condensed financial statements











4









BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited





---















|                                              |  | For the three months ended March 31, 2014 |         |   | For the three months ended March 31, 2013 |  
|--------------------------------------------- |  | ----------------------------------------- | ------- | - | ----------------------------------------- | -
|OPERATING ACTIVITIES                          |  |                                           |         |   |                                           |  
|Net loss                                      |  | $                                         | (46,771 | ) |                                           | $
|Adjustments to Reconcile Net Loss to Net Cash |  |                                           |         |   |                                           |  
|Used in Operating Activities                  |  |                                           |         |   |                                           |  
|Depreciation and Amortization                 |  |                                           | 312     |   |                                           |  
|Expenses paid by shareholder                  |  |                                           | 14,054  |   |                                           |  
|Changes in operating assets and liabilities   |  |                                           |         |   |                                           |  
|Accounts receivable                           |  |                                           | (16,211 | ) |                                           |  
|Prepaid expense                               |  |                                           | (2,397  | ) |                                           |  
|Inventory                                     |  |                                           | (22,367 | ) |                                           |  
|Net cash used in operating activities         |  |                                           | (73,379 | ) |                                           |  
|                                              |  |                                           |         |   |                                           |  
|                                              |  |                                           |         |   |                                           |  
|FINANCING ACTIVITIES                          |  |                                           |         |   |                                           |  
|Redemption of common stock                    |  |                                           | -       |   |                                           |  
|Net cash provided by financing activities     |  |                                           | -       |   |                                           |  
|                                              |  |                                           |         |   |                                           |  
|Net decrease in cash                          |  |                                           | (73,379 | ) |                                           |  
|                                              |  |                                           |         |   |                                           |  
|Cash, beginning of period                     |  |                                           | 202,254 |   |                                           |  
|                                              |  |                                           |         |   |                                           |  
|Cash, end of period                           |  | $                                         | 128,875 |   |                                           | $









The accompanying notes are an integral part of these unaudited condensed financial statements





5







1. OVERVIEW



Organization



BioPharma Manufacturing Solutions Inc.
(“BioPharma” or the “Company”), formerly Beachwood Acquisition Corporation, was incorporated on April 20,
2011 under the laws of the State of Delaware, and was originally incorporated to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. In August 2011, there was a change of control of Beachwood Acquisition Corporation,
and the Company changed its name to BioPharma Manufacturing Solutions Inc.



The Company provides engineering consulting
services and custom manufactured process equipment to major biotech and pharmaceutical companies in the life sciences industry.
The Company intends to take its clients’ manufacturing goals from concept to FDA approval and market realization. The Company
will assist in the design of the process used to manufacture the client's product, typically pharmaceuticals, will procure and
install the requisite manufacturing equipment, will assist in validation of the process and ready the system for FDA approval.



On October 11, 2012, BioPharma and GMR
Engineering, Inc., executed an agreement where GMR Engineering Inc., agreed to transfer its BioPharmaceutical Process Engineering
and Consulting Services (“BPECS”), a component of GMR Engineering Inc., to the Company in exchange for 1,000,000 shares
of the voting common stock of BioPharma.



BioPharma had been in the developmental
stage since inception and its operations limited to issuing shares to various investors until October 11, 2012. Subsequent to the
acquisition, during the fourth quarter of 2012, the Company started recognizing revenue from its engineering and consulting services
and is therefore no longer classified as a development stage enterprise. The Company is currently working on recently acquired
service contracts.



Basis of Presentation



The accompanying unaudited condensed interim
financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”)
for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for
complete financial statements. The accompanying unaudited condensed interim financial statements include all adjustments, composed
of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position
and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any
other interim period or for the full year. These unaudited condensed interim financial statements should be read in conjunction
with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013
(2013 Form 10-K) as filed with the SEC.



Going Concern



The Company has sustained losses since
its inception on April 20, 2011. It has an accumulated deficit of $299,041 from inception through March 31, 2014. The Company’s
continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations,
which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third
parties.



These condensed interim financial statements
have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations
for the next fiscal year. The continuation of the Company as a going concern is dependent upon generating enough revenues to support
operations, financial support from its stockholders and the ability of the Company to obtain necessary equity financing to continue
operations.



Management used their personal funds to
pay certain overhead expenses incurred by the Company in the first quarter of 2014 and 2013. There is no assurance that the Company
will ever be profitable. These condensed interim financial statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.





6







Use of Estimates



In preparing these condensed interim financial
statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues
and expenses during the reporting periods.  Actual results could differ from those estimates.



Fair Value of Financial Instruments



When
determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider
the principal or most advantageous market in which it would transact and considers assumptions that market participants would use
when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.  We use
the following three levels of inputs in determining the fair value of our assets and liabilities, focusing on the most observable
inputs when available:



| | · | Level 1 - Unadjusted
quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level 2 - Quoted
prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the
full term of the asset or liability.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level 3 - Prices
or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment.  In certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within
which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value
measurement. The Company’s financial instruments include cash, prepaid expense and accrued liability. The estimated
fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.



Cash and Cash Equivalents



The Company considers all highly-liquid investments
with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents
as of March 31, 2014 and December 31, 2013.



Concentration of Credit Risk



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash
with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess
of the Federal Deposit Insurance Corporation limit.



Inventory



Inventory is stated at the lower of cost
or market. Inventory consists primarily of purchased equipment which will be sold to clients as part of engineering consulting
services.



Equipment, net



Equipment is stated at cost and depreciated
using the straight-line method over the estimated service lives of three years. Maintenance and repairs are expensed as incurred
and improvements are capitalized. Gains or losses on the disposition of equipment are recorded upon disposal. On September 24,
2013, the Company purchased $3,748 of equipment and depreciation expense amounted to $312 and $0 in the three month periods ended
March 31, 2014 and 2013, respectively.





7









Revenue Recognition



The Company recognizes revenue in accordance
with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition.”  
Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service
is performed and collectability of the resulting receivable is reasonably assured.



Costs of Goods Sold



Cost of goods sold includes cost of equipment
purchased for resale to customers when providing engineering consulting services.



Income Taxes



Under ASC 740, "Income Taxes,"
deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that
some or all of the deferred tax assets will not be realized. As of March 31, 2014 and December 31, 2013, there were no deferred
taxes as the deferred tax asset arising from net operation loss carry forwards was fully offset by a valuation allowance due to
the uncertainty of its realization.



Share Based Compensation



The Company applies ASC 718, “Share-Based
Compensation” to account for its service providers’ share-based payments.  Common stock of the Company was
issued to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations,
investors’ communications and public relations with broker-dealers, market makers and other professional services.



In accordance with ASC 718, the Company
determines whether a share payment should be classified and accounted for as a liability award or equity award.  All
grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based
on their grant date fair values which are calculated using historical pricing.  The Company has elected to recognize
compensation expense based on the criteria that the stock awards vest immediately on the issuance date.  ASC 718 requires
forfeitures to be estimated at the time of grant and revised, if necessary, in a subsequent period if actual forfeitures differ
from initial estimates.  There were no forfeitures of share based compensation.



Net Loss per Common Share



The Company computes net loss per share
in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per
share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders
by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred
stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential
common shares if their effect is anti-dilutive.





8







Recent Accounting Pronouncements



Adopted



In February 2013, FASB issued ASU  2013-04, Obligations
Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting
Date.The objective of the amendments in this update is to provide guidance for the recognition, measurement, and
disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation
within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance
in U.S. GAAP.  The amendment requires an entity to measure obligations resulting from joint and several liability arrangements
for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the
amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting
entity expects to pay on behalf of its co-obligors.  The entity is required to disclose the nature and amount of the
obligation as well as other information about those obligations.  The Company adopted this ASU as of January 1, 2014.  This
adoption did not have an effect on our financial statements.



Not
Adopted



In April 2014, the FASB issued ASU 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting
discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment,
a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only
allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major
line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting
entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded
disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity
that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December
15, 2014. The Company currently has no operations that are reported as discontinued operations and does not expect the adoption
of this guidance to have a material effect on its financial position, results of operations, or cash flows.



Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future financial statements.





3. RELATED PARTY TRANSACTIONS



During the three months period ended March
31, 2014, the Company’s President paid certain operating expenses, consisting of salaries and overhead expenses, on behalf
of the Company. These expenses amounted to $14,054 and have been recorded to Additional paid-in capital as a shareholder contribution.



4. COMMON STOCK



On February 15, 2013, the Company redeemed
200,000 shares of common stock owned by 2 shareholders for aggregate consideration paid of $200.





9







Item 2.     Management’s
Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



Certain statements contained in this report
on Form 10-Q, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking
statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects
on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also
be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events
or otherwise. Further information concerning our business, including additional factors that could materially affect our financial
results, is included herein and in our other filings with the Securities and Exchange Commission.



Company Overview



BioPharma Manufacturing Solutions, Inc.
(formerly Beachwood Acquisition Corporation) (the "Company") was incorporated in the State of Delaware in April 2011.



The Company was a developmental stage since
inception until October 11, 2012, at which time BioPharma and GMR Engineering, Inc., executed an agreement whereby GMR Engineering
Inc., agreed to transfer its BioPharmaceutical Process Engineering and Consulting Services (“BPECS”), a component of
GMR Engineering Inc., to the Company in exchange for 1,000,000 shares of the Company's common stock. As a result of this acquisition,
the Company started recognizing revenue from its principal operations and is therefore no longer classified as a development stage
enterprise. Gary Riccio, who is the sole director and officer of the Company, resigned as an officer and director of GMR Engineering
effective December 31, 2013.



On October 18, 2012, the Company filed
with the Securities and Exchange Commission a registration statement on Form S-1 for the offer and sale of 72,000,000 shares of
common stock of BioPharma Manufacturing Solutions, Inc. at $.08 per share offered by the holders thereof. That registration statement
is not yet effective and no sales have been made pursuant to it.



The Company provides engineering consulting
services to major biotech and pharmaceutical companies in the life sciences industry. The Company intends to take its clients’
manufacturing goals from concept to Food and Drug Administration (“FDA”) approval and market realization. The Company
will assist in the design of the process used to manufacture the client's product, typically pharmaceuticals, will procure and
install the requisite manufacturing equipment, will assist in validation of the process and ready the system for FDA approval.



The Company also provides technology transfer
and scale-up, project management, process design, value engineering, process automation and process validation consulting services
to biotechnology and pharmaceutical manufacturers in the life sciences industry. The Company assists its clients in all phases
of biopharmaceutical project lifecycle from concept, risk assessment and design through installation, validation and FDA approval.



The Company's independent auditors have
issued a report raising a substantial doubt about the Company's ability to continue as a going concern. The Company has sustained
losses since its inception on April 20, 2011. It has an accumulated deficit of ($299,041) from inception to March 31, 2014. The
Company acquired BPECS on October 11, 2012 and did not generate sufficient revenue to meet its obligation requirements. The Company's
sufficient contribution as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet
its obligation and/or obtaining financing from its shareholders or other sources, as it may be required.



10





Results of Operations for the Three Months Ended March 31,
2014 and 2013

BioPharma Manufacturing Solutions, Inc.

Summary of Results of Operations



|                              |  | Three Months Ended March 31, |        
|----------------------------- |  | ---------------------------- | -------
|                              |  | 2014                         |        
|Revenue                       |  | $                            | 31,442 
|Cost of goods sold            |  |                              | 14,410 
|Gross profit                  |  |                              | 17,032 
|                              |  |                              |        
|Operating expenses:           |  |                              |        
|General and administrative    |  |                              | 48,484 
|Research and development      |  |                              | 15,006 
|Amortization and depreciation |  |                              | 313    
|Total operating expenses      |  |                              | 63,803 
|                              |  |                              |        
|Operating loss                |  |                              | (46,771
|                              |  |                              |        
|Income tax                    |  |                              | -      
|                              |  |                              |        
|Net loss                      |  | $                            | (46,771



Operating Loss; Net Loss



Our net loss increased by $2,611 to $46,771
from $44,160, for the three months ended March 31, 2014 compared to March 31, 2013. The increase in net loss compared to the prior
year period is primarily a result of increase in our operating expenses partially offsetted by an increase in gross profit. These
changes are detailed below:



Revenue



Our revenue from the three months ended
March 31, 2014 was $31,442 compared to $0 for the three months ended March 31, 2013. All of our revenues were derived from the
acquisition of BPECS. Although the acquisition of BPECS was completed in October 2012, the Company didn’t not have any billings
related to services provided during the quarter ended March 31, 2013.



Cost of Goods Sold



Our cost of goods sold for the three months
ended March 31, 2014 were $14,410, compared to $0 for the three months ended March 31, 2013.  Cost of goods sold represents
the cost of equipment we purchase for resale to our clients and when delivered and installed we transfer the related cost from
inventory to cost of sales.



General and Administrative Expenses



General and administrative expenses increased
by $8,858, to $48,484 for the three months ended March 31, 2014, from $39,626 for the three months ended March 31, 2013. The main
components of general and administrative expenses during the three months ended March 31, 2014 were $29,500 in accounting and legal
fees, $12,000 in salaries, $1,032 in corporate and SEC filing fees and $5,952 in other office related expenses. The main components
of general and administrative expenses during the three months ended March 31, 2013 were $19,562 in accounting and legal fees,
$12,000 in salaries, $2,598 in corporate and SEC filing fees and $5,466 in other office related expenses. The main reason for the
increase in general and administrative expenses was an increase in accounting fees due to current review by the SEC of our prior
periodic filings and registration statements and amending these forms.



Research and Development



Our research and development cost were
$15,006 for the three months ended March 31, 2014, compared to $4,534 for the three months ended March 31, 2013.  The increase
was attributable to increased cost related to developing BioPharma prototype.





11







Liquidity and Capital Resources



As of March 31, 2014, we had total current
assets of $183,680 and we had total current liabilities of $350.



Operating activities used $73,379 in cash
for the three months ended March 31, 2014, as compared to using $30,242 in cash for the three months ended March 31, 2013. Our
net loss of ($46,771) for the three months ended March 31, 2014, increase in accounts receivable and inventory, primarily accounted
for the increase in our negative operating cash flow. Financing activities during the three months ended March 31, 2014 generated
$0 in cash.



As of March 31, 2014 and the date of this
report, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash
to achieve our business goals. The success of our business plan is contingent upon us obtaining additional financing. We intend
to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures,
working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on
acceptable terms, or at all. Our failure to obtain financing would have a material adverse effect on our business.



Off Balance Sheet Arrangements



As of March 31, 2014, there were no off
balance sheet arrangements.



Going Concern



We have negative working capital and have
not yet received significant revenues. These factors create substantial doubt about our ability to continue as a going concern.
The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Our ability to continue as a going concern is dependent on generating cash from operations or through the sale of our common stock
and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance
we will be successful in these efforts.



Item 3. Quantitative and Qualitative
Disclosures About Market Risk



A smaller reporting company is not required
to provide the information required by this Item.



Item 4.     Controls and Procedures





Disclosure Controls and Procedures



We carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March
31, 2014. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our
Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as
of March 31, 2014, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal
control over financial reporting.



A material weakness
is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude
that, as of March 31, 2014, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect
to the requirements and application of both US GAAP and SEC guidelines.



Remediation Plan to Address the Material Weaknesses in
Internal Control over Financial Reporting



Our company plans to take steps to enhance and improve the design
of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we were not
 able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following
changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management;
and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out
are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are
unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.



Changes in Internal Control over Financial Reporting



No changes were made in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



12







PART II - OTHER INFORMATION



Item 1. Legal Proceedings



We are not a party to any pending legal proceeding. We are not
aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting
securities are adverse to us or have a material interest adverse to us.



Item 1A: Risk Factors



The “Risk Factors” contained
in our Annual Report on Form 10-K filed with the SEC on March 31, 2014 are hereby incorporated by reference herein. Readers are
encouraged to read the Form 10-K including those risk factors.



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



None



Item 3. Defaults upon Senior Securities



None



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



None



Item 6. Exhibits



|ExhibitNumber |  | Description of Exhibit                                                                                                                                                       
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1          |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2          |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



13









SIGNATURES



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.



|      | BioPharma Manufacturing Solutions, Inc.     |                
|----- | ------------------------------------------- | ---------------
|      |                                             |                
|Date: | May 15, 2014                                |                
|      |                                             |                
|      | By:                                         | /s/ Gary Riccio
|      | Gary Riccio                                 |                
|      | Title:President and Chief Executive Officer |                







14