SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

| | x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------



For the quarterly period ended June
30, 2012



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition
period from          to



Commission file number 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) | (I.R.S. Employer Identification No.)



1443 Merion Way, #51G

Seal Beach, California 90740

(Address of principal executive offices)
(zip code)



562-244-9785

(Registrant's telephone number, including
area code)



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.

|x 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 the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule
12b-2 of the Exchange Act.



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

(do not check if smaller reporting company)



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



|x Yes ̈ No
|---------









Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.



|Class                           | Outstanding at August 1, 2012
|------------------------------- | -----------------------------
|Common Stock, par value $0.0001 | 94,000,000 shares            



Documents
incorporated by reference:                                     None













PART I



| | ITEM 1. | FINANCIAL STATEMENTS
| | ------- | --------------------



FINANCIAL STATEMENTS





|Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011                                                                                            | 1  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                                                |    
|Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011, and the Period from April 20, 2011 (inception) to June 30, 2012 (unaudited) | 2  
|                                                                                                                                                                |    
|Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011,  and the Period from April 20, 2011 (inception) to June 30, 2012 (unaudited)          | 3  
|                                                                                                                                                                |    
|Notes to Financial Statements (unaudited)                                                                                                                       | 4-8











BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS





|                                                      |  | June 30, 2012 |         |   | December 31, 2011 |  
|----------------------------------------------------- |  | ------------- | ------- | - | ----------------- | -
|                                                      |  | (unaudited)   |         |   |                   |  
|ASSETS                                                |  |               |         |   |                   |  
|Current assets                                        |  |               |         |   |                   |  
|Cash                                                  |  | $             | 295,496 |   |                   | $
|Prepaid expense                                       |  |               | 51,000  |   |                   |  
|Due from related party                                |  |               | -       |   |                   |  
|Total assets                                          |  | $             | 346,496 |   |                   | $
|                                                      |  |               |         |   |                   |  
|LIABILITY AND STOCKHOLDERS' EQUITY                    |  |               |         |   |                   |  
|                                                      |  |               |         |   |                   |  
|Current liability                                     |  |               |         |   |                   |  
|Accrued liability                                     |  | $             | -       |   |                   | $
|Total liabilities                                     |  |               | -       |   |                   |  
|                                                      |  |               |         |   |                   |  
|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; 94,000,000 and 93,650,000 shares          |  |               |         |   |                   |  
|issued and outstanding, respectively                  |  |               | 9,400   |   |                   |  
|Discount on common stock issued to the shareholder    |  |               | (300    | ) |                   |  
|Additional paid-in capital                            |  |               | 399,482 |   |                   |  
|Deficit accumulated during the development stage      |  |               | (62,086 | ) |                   |  
|Total stockholders' equity                            |  |               | 346,496 |   |                   |  
|Total liability and stockholders' equity              |  | $             | 346,496 |   |                   | $



The accompanying notes are an integral part
of these financial statements



1







BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)



|                                            |  | For the three
 months ended 
June 30, 2012 |            |   | For the three 
months ended
 June 30, 2011 |   |            | For the six 
months ended 
June 30, 2012 |  |   | For the six 
months ended
 June 30, 2011 |   |  | For the period 
from April 20, 
2011 (inception)
 to June 30, 2012 |           
|------------------------------------------- |  | ------------------------------------------ | ---------- | - | ------------------------------------------ | - | ---------- | ---------------------------------------- |  | - | ---------------------------------------- | - |  | ------------------------------------------------------------------ | ----------
|Revenues                                    |  | $                                          | -          |   |                                            | $ | -          |                                          |  | $ | -                                        |   |  | $                                                                  | -         
|Cost of revenues                            |  |                                            | -          |   |                                            |   | -          |                                          |  |   | -                                        |   |  |                                                                    | -         
|Gross profit                                |  |                                            | -          |   |                                            |   | -          |                                          |  |   | -                                        |   |  |                                                                    | -         
|                                            |  |                                            |            |   |                                            |   |            |                                          |  |   |                                          |   |  |                                                                    |           
|Operating expenses                          |  |                                            | 21,840     |   |                                            |   | 750        |                                          |  |   | 58,590                                   |   |  |                                                                    | 750       
|                                            |  |                                            |            |   |                                            |   |            |                                          |  |   |                                          |   |  |                                                                    |           
|Loss before income tax                      |  |                                            | (21,840    | ) |                                            |   | (750       | )                                        |  |   | (58,590                                  | ) |  |                                                                    | (750      
|                                            |  |                                            |            |   |                                            |   |            |                                          |  |   |                                          |   |  |                                                                    |           
|Income tax                                  |  |                                            | -          |   |                                            |   | -          |                                          |  |   | -                                        |   |  |                                                                    | -         
|                                            |  |                                            |            |   |                                            |   |            |                                          |  |   |                                          |   |  |                                                                    |           
|Net loss                                    |  | $                                          | (21,840    | ) |                                            | $ | (750       | )                                        |  | $ | (58,590                                  | ) |  | $                                                                  | (750      
|                                            |  |                                            |            |   |                                            |   |            |                                          |  |   |                                          |   |  |                                                                    |           
|Loss per share - basic and diluted          |  | $                                          | (0.00      | ) |                                            | $ | (0.00      | )                                        |  | $ | (0.00                                    | ) |  | $                                                                  | (0.00     
|Weighted average shares - basic and diluted |  |                                            | 94,000,000 |   |                                            |   | 20,000,000 |                                          |  |   | 93,994,231                               |   |  |                                                                    | 20,000,000









The accompanying notes are an integral part
of these financial statements



2







BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(unaudited)



|                                            |  | For the six months ended June 30, 2012 |         |   | For the six months ended June 30, 2011 |   |       | For the period from April 20, 2011 (inception) to June 30, 2012 | 
|------------------------------------------- |  | -------------------------------------- | ------- | - | -------------------------------------- | - | ----- | --------------------------------------------------------------- | 
|CASH FLOWS FROM OPERATING ACTIVITIES        |  |                                        |         |   |                                        |   |       |                                                                 | 
|Net loss                                    |  | $                                      | (58,590 | ) |                                        | $ | (750  | )                                                               | 
|Changes in operating assets and liabilities |  |                                        |         |   |                                        |   |       |                                                                 | 
|Prepaid expense                             |  |                                        | 35,900  |   |                                        |   | -     |                                                                 | 
|Accrued liability                           |  |                                        | (400    | ) |                                        |   | -     |                                                                 | 
|Net cash used in operating activities       |  |                                        | (23,090 | ) |                                        |   | (750  | )                                                               | 
|                                            |  |                                        |         |   |                                        |   |       |                                                                 | 
|CASH FLOWS FROM FINANCING ACTIVITIES        |  |                                        |         |   |                                        |   |       |                                                                 | 
|Proceeds from issuance of common stock      |  |                                        | 350     |   |                                        |   | 2,000 |                                                                 | 
|Due from related parties                    |  |                                        | 41,621  |   |                                        |   | -     |                                                                 | 
|Stockholder contribution                    |  |                                        | 6,282   |   |                                        |   | 750   |                                                                 | 
|Redemption of common stock                  |  |                                        | -       |   |                                        |   | -     |                                                                 | 
|Net cash provided by financing activities   |  |                                        | 48,253  |   |                                        |   | 2,750 |                                                                 | 
|                                            |  |                                        |         |   |                                        |   |       |                                                                 | 
|Net increase in cash                        |  |                                        | 25,163  |   |                                        |   | 2,000 |                                                                 | 
|                                            |  |                                        |         |   |                                        |   |       |                                                                 | 
|Cash, beginning of period                   |  |                                        | 270,333 |   |                                        |   | -     |                                                                 | 
|                                            |  |                                        |         |   |                                        |   |       |                                                                 | 
|Cash, end of period                         |  | $                                      | 295,496 |   |                                        | $ | 2,000 |                                                                 | 



The accompanying notes are an integral part
of these financial statements



3







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Notes
to Financial Statements

(unaudited)



NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



NATURE OF OPERATIONS



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.



BioPharma has been in the developmental
stage since inception and its operations to date have been limited to issuing shares to various investors. The Company intends
to provide 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.



BASIS OF PRESENTATION



The accompanying unaudited 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 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 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, 2011 (2011 Form 10-K) as filed with the SEC.



USE OF ESTIMATES



The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting periods.  Actual results could differ from those estimates.



4







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Notes
to Financial Statements

(unaudited)





CONCENTRATION OF RISK



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality
banking institutions. As of June 30, 2012, the Company had a cash balance that was $45,496 in excess of the Federal Deposit Insurance
Corporation limit. As of December 31, 2011, the Company had a cash balance that was $20,333 in excess of the Federal Deposit Insurance
Corporation limit.



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 June 30, 2012 and December 31, 2011, there were no deferred
taxes.



LOSS PER COMMON SHARE



Basic loss per common share excludes dilution
and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss
per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June
30, 2012 and December 31, 2011, there were no outstanding dilutive securities.



FAIR VALUE OF FINANCIAL INSTRUMENTS



FASB ASC 820 "Fair Value Measurements
and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable
in the market.



These tiers include:



| | · | Level 1: defined as observable inputs
such as quoted prices in active markets;
| | - | ------------------------------------------------------------------------------



| | · | Level 2: defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Level 3: defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



5







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Notes
to Financial Statements

(unaudited)



The carrying amounts of financial assets
and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.



Management believes it is not practical
to estimate the fair value of the due from related party because the transactions cannot be assumed to have been consummated at
arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and
an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated
potential costs.



NOTE 2 - GOING CONCERN



The Company has sustained losses since
its inception on April 20, 2011. It has an accumulated deficit of $62,086 from inception through June 30, 2012. 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 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 financial support from its stockholders, the
ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with
a business entity for the combination of that target company with the Company.



Management plans
to use their personal funds to pay all expenses incurred by the Company in 2012. There is no assurance that the Company will ever
be profitable. Theseunauditedfinancial 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.



NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS



Adopted



In May 2011, the FASB issued ASU 2011-04,
“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial
Reporting Standards (“IFRS”) of Fair Value Measurement – Topic 820.” ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial
statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB’s intent about
the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle
or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for
annual and interim periods beginning after December 15, 2011. The adoption of this provision did not have a material impact on
our financial statements.



6







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Notes
to Financial Statements

(unaudited)



Not Adopted



In December 2011, the FASB issued ASU No.
2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements
mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement
of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented.
We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.



In July 2012, the FASB issued Accounting
Standards Update (ASU) No. 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible
Assets for Impairment, to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution
rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the
likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine
if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September
15, 2012. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2012-02 on the consolidated
financial statements.



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.



NOTE 4 – COMMON STOCK



The Company is authorized to issue 150,000,000
shares of common stock and 20,000,000 shares of preferred stock. As of June 30 , 2012, there are 94,000,000 shares of common stock
issued and outstanding and none of preferred stock.



On April 20, 2011, the Company issued 20,000,000
common shares to two directors and officers for $2,000 in cash.



7







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Notes
to Financial Statements

(unaudited)





On August 31, 2011, the Company redeemed
an aggregate of 18,500,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate
redemption price of $1,850.



On August 31, 2011, the Company issued
3,000,000 shares of its common stock, par value $0.0001 at a discount of $300 to a new unrelated third party investor resulting
in a change of ownership.



On September 9, 2011, the shareholders
of the Company approved the increase the number of authorized shares of common stock from 100,000,000 to 150,000,000 with the number
of authorized non-designated shares of preferred stock remaining at 20,000,000.



On October 11, 2011, the Company issued
89,150,000 shares of its common stock, par value $0.0001 to various investors.



In the six months ended June 30, 2012,
the Company issued 350,000 shares of its common stock at $0.001 per share to two investors for the total price of $350.



NOTE 5 – RELATED PARTY TRANSACTIONS



During 2011, the Company remitted payments
in the amount of $41,621 on behalf of an entity owned by its President, which is under common control. The related entity has repaid
the Company in 2012, reducing the total amount due from related party to zero.



8







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



BioPharma Manufacturing Solutions, Inc.
("BioPharma" or the "Company") is a development stage company and has sustained operating losses since its
inception. It has an accumulated deficit of $62,086 as of June 30, 2012. 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 not established a revenue
source since inception. The only source of cash has been capital invested by shareholders and the Company has had no sales nor
received revenues since inception through the date of this report.



The Company is in the process of effecting
a business combination in the form of an asset exchange with a component of GMR Engineering, a company solely owned and controlled
by the President of the Company. Such asset exchange has not been effected at the time of this report, but the Company anticipates
that it will be consummated in the near future and will provide a basis for the development of operations for the Company. The
component assets being contemplated for purchase will provide consulting and design and engineering services to major biotech and
pharmaceutical manufacturers in the life sciences industry.



Background



The Company (formerly Beachwood Acquisition
Corporation) was incorporated on April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.



The Company has been in the developmental
stage since inception and its operations to date have been limited to filing a registration statement and issuing shares of its
common stock to the original shareholders and to the subsequent shareholders to whom control of the Company was transferred.



The Company registered its common stock
on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.



The Company has sustained operating losses
since inception. At June 30, 2012, the Company had a total accumulated deficit of $62,086.



The Company's independent auditors have
issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has
no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business
entity for the combination with a target company.



9







Management plans to use their personal funds
to pay all expenses incurred by the Company in 2012. There is no assurance that the Company will ever be profitable. The 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.



It is anticipated that any securities issued
in a business combination would be issued in reliance upon exemption from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part
of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of additional
securities and their potential sale into any trading market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of which there is no assurance.



During 2011, the company remitted payments in the amount of $41,621 on behalf of an entity owned by its President, which is
under common control. The related entity had agreed to pay back these funds to the company in 2012 and has repaid the total
amount of $41,621 as of May 2012, satisfying the total amount due from a related third party.



Revenues



The Company has received no income, has
had no operations nor expenses, other than Delaware state fees and legal and accounting fees as required for incorporation and
for the preparation of the Company's financial statements.



Results of Operations



As of June 30, 2012, the Company had not
generated revenues and had no income or cash flows from operations since inception and had accumulated a deficit of $62,086. The
Company has no operations nor does it currently engage in any business activities generating revenues.



Off-Balance Sheet Arrangements



The Company has no off-balance sheet arrangements
that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be
material to investors.



Recent Accounting Policies



The recent material accounting policies
that may be the most critical to understanding of the financial results and conditions are discussed in Note 2 of the unaudited
financial statements.



| | ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
| | ------- | -----------------------------------------------------------



Information not required to be filed by
Smaller Reporting Companies.



10







| | ITEM 4. | CONTROLS AND PROCEDURES.
| | ------- | ------------------------



Evaluation of Disclosure Controls and Procedures.



Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 ("Exchange Act"), the Company's management, under the supervision and with the participation of
the Chief Operating Officer, who is also the executive principal officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2012,
the end of the period covered by this Quarterly Report on Form 10-Q.



Based upon that evaluation, the Chief Operating
Officer and Chief Financial Officer concluded that, as of June 30, 2012, the disclosure controls and procedures were not effective.
Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to
be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal
executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



The Company's management has identified
material weaknesses in its internal control over financial reporting related to the following matters:



A lack of sufficient segregation of duties.
Specifically, this material weakness is such that the design over these areas relies primarily on defective controls and could
be strengthened by adding preventative controls to properly safeguard company assets.



A lack of sufficient personnel in the accounting
function due to the Company's limited resources with appropriate skills, training and experience to perform certain tasks as it
relates to financial reporting.



The Company's plan to remediate those material
weaknesses remaining is as follows:



Improve the effectiveness of the accounting
group by continuing to augment existing resources with additional consultants or employees to improve segregation procedures and
to assist in the analysis and recording of complex accounting transactions. The Company plans to mitigate the segregation of duties
issues by hiring additional personnel in the accounting department once it generates significantly more revenue, or raises significant
additional working capital.



11







Improve segregation procedures by strengthening
cross approval of various functions including quarterly internal audit procedures where appropriate.



Changes in Internal Control Over Financial Reporting



Notwithstanding the change in control there
was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.



PART II



ITEM 1.  LEGAL PROCEEDINGS



There are no pending, threatened or actual
legal proceedings in which the Company or any subsidiary is a party.



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



All shares of common stock issued by the
Company have been issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended,
as transactions by an issuer not involving any public offering.



During the past three years, the Company
has issued the following common shares:



On April 20, 2011 the Company issued 20,000,000
shares to two shareholders pursuant to Section 4(2) of the Securities Act of 1933.



On August 31, 2011 the Company redeemed
an aggregate of 18,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share.



On August 31, 2011, the Company issued 3,000,000
shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933.



From August 31, 2011 to December 31, 2011,
the Company issued 89,150,000 shares of its common stock, par value $0.0001 to 44 investors for an aggregate of $316,050, pursuant
to Regulation D of the Rules and Regulations promulgated by the Securities and Exchange Commission. The Company filed a Form D
with the Securities and Exchange Commission.



From January 1, 2012 to March 31, 2012 the
Company issued 350,000 shares of its common stock to two investors for an aggregate price of $350.



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ITEM 3.	 DEFAULTS UPON SENIOR SECURITIES



| |  | Not applicable.
| |  | ---------------



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



There were no matters submitted to a vote
of the security holders during the quarter covered by this report.



ITEM 5.	OTHER INFORMATION



(a)   Not applicable.

(b)   Item 407(c)(3) of Regulation S-K:



During the quarter covered by this Report,
there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.



ITEM 6. EXHIBITS



|(a)  | Exhibits                                                                                                                           
|---- | -----------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                    
|31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
|     |                                                                                                                                    
|32.1 | Certification of the Chief Executive Officer and Chief Financial Officer \pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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.  
| | -----------------------------------------
| |                                          
| | By: /s/ Gary Riccio                      
| | President and Principal executive officer
| | Principal financial officer              



Dated: August 10, 2012





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