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, 2013



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 |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     



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 September 1, 2013
|------------------------------- | --------------------------------
|Common Stock, par value $0.0001 | 94,300,000 shares               



Documents incorporated by reference:                               None











PART I



ITEM 1. FINANCIAL STATEMENTS



|Condensed Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012                 | 2  
|---------------------------------------------------------------------------------------------- | ---
|                                                                                               |    
|Condensed Statements of Operations for the six months ended June 30, 2013 and 2012 (Unaudited) | 3  
|                                                                                               |    
|Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (Unaudited) | 4  
|                                                                                               |    
|Note to Condensed Financial Statements                                                         | 5-8



1







BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

CONDENSED BALANCE SHEETS

---





|                                                                                                                                     |  | June 30, 2013 |          |   | December 31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | -------- | - | ----------------- | -
|                                                                                                                                     |  | (Unaudited)   |          |   |                   |  
|ASSETS                                                                                                                               |  |               |          |   |                   |  
|                                                                                                                                     |  |               |          |   |                   |  
|Current assets                                                                                                                       |  |               |          |   |                   |  
|Cash                                                                                                                                 |  | $             | 199,756  |   |                   | $
|Prepaid expense                                                                                                                      |  |               | 750      |   |                   |  
|Inventory                                                                                                                            |  |               | 19,614   |   |                   |  
|Total assets                                                                                                                         |  | $             | 220,120  |   |                   | $
|                                                                                                                                     |  |               |          |   |                   |  
|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 issued and outstanding                                        |  |               | -        |   |                   |  
|Common stock, $0.0001 par value, 150,000,000 shares authorized; 94,300,000 and 94,500,000 sharesissued and outstanding, respectively |  |               | 9,430    |   |                   |  
|Discount on common stock issued to the shareholder                                                                                   |  |               | (400     | ) |                   |  
|Additional paid-in capital                                                                                                           |  |               | 434,067  |   |                   |  
|Accumulated deficit                                                                                                                  |  |               | (223,327 | ) |                   |  
|Total stockholders' equity                                                                                                           |  |               | 219,770  |   |                   |  
|Total liability and stockholders' equity                                                                                             |  | $             | 220,120  |   |                   | $



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



2







BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

---





|                                            |  | For the three months ended June 30, 2013 |            |   | For the three months ended June 30, 2012 |   |            | For the six months ended June 30, 2013 |  |   | For the six months ended June 30, 2012 |  
|------------------------------------------- |  | ---------------------------------------- | ---------- | - | ---------------------------------------- | - | ---------- | -------------------------------------- |  | - | -------------------------------------- | -
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Revenues                                    |  | $                                        | -          |   |                                          | $ | -          |                                        |  | $ | -                                      |  
|Cost of revenues                            |  |                                          | -          |   |                                          |   | -          |                                        |  |   | -                                      |  
|Gross profit                                |  |                                          | -          |   |                                          |   | -          |                                        |  |   | -                                      |  
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Operating expenses                          |  |                                          | 30,832     |   |                                          |   | 21,840     |                                        |  |   | 74,992                                 |  
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Loss before income tax                      |  |                                          | (30,832    | ) |                                          |   | (21,840    | )                                      |  |   | (74,992                                | )
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Income tax                                  |  |                                          | -          |   |                                          |   | -          |                                        |  |   | -                                      |  
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Net loss                                    |  | $                                        | (30,832    | ) |                                          | $ | (21,840    | )                                      |  | $ | (74,992                                | )
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Loss per share - basic and diluted          |  | $                                        | (0.00      | ) |                                          | $ | (0.00      | )                                      |  | $ | (0.00                                  | )
|                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |  
|Weighted average shares - basic and diluted |  |                                          | 94,300,000 |   |                                          |   | 94,000,000 |                                        |  |   | 94,350,829                             |  



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 CASH
FLOWS

(Unaudited)

---



|                                                    |  | For the six months ended June 30, 2013 |         |   | For the six months ended June 30, 2012 |  
|--------------------------------------------------- |  | -------------------------------------- | ------- | - | -------------------------------------- | -
|OPERATING ACTIVITIES                                |  |                                        |         |   |                                        |  
|Net loss                                            |  | $                                      | (74,992 | ) |                                        | $
|Changes in operating assets and liabilities         |  |                                        |         |   |                                        |  
|Prepaid expense                                     |  |                                        | 750     |   |                                        |  
|Inventory                                           |  |                                        | (19,614 | ) |                                        |  
|Due from related party                              |  |                                        | -       |   |                                        |  
|Accrued liability                                   |  |                                        | -       |   |                                        |  
|Net cash provided by (used in) operating activities |  |                                        | (93,856 | ) |                                        |  
|                                                    |  |                                        |         |   |                                        |  
|FINANCING ACTIVITIES                                |  |                                        |         |   |                                        |  
|Proceeds from issuance of common stock              |  |                                        | -       |   |                                        |  
|Shareholder contribution                            |  |                                        | 26,982  |   |                                        |  
|Redemption of common stock                          |  |                                        | (20     | ) |                                        |  
|Net cash provided by financing activities           |  |                                        | 26,962  |   |                                        |  
|                                                    |  |                                        |         |   |                                        |  
|Net (decrease) increase in cash                     |  |                                        | (66,894 | ) |                                        |  
|                                                    |  |                                        |         |   |                                        |  
|Cash, beginning of period                           |  |                                        | 266,650 |   |                                        |  
|                                                    |  |                                        |         |   |                                        |  
|Cash, end of period                                 |  | $                                      | 199,756 |   |                                        | $



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



4







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)



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 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 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 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, 2012 (2012 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 $223,327 from inception through June 30, 2013. 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 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
and the ability of the Company to obtain necessary equity financing to continue operations.



Management used their personal funds to
pay all expenses incurred by the Company in 2013 and 2012. There is no assurance that the Company will ever be profitable. These
condensed 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.



5







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)



Use of Estimates



In preparing these 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



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 June 30, 2013 and December 31, 2012.



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.



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.



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, 2013 and December 31, 2012, 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.



6







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements

(Unaudited)



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.



Loss per Common Share



Basic loss per common share excludes dilutive
securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share reflect 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 earnings
of the entity. Since the Company has only incurred losses, basic and diluted loss per share are the same.   As of June
30, 2013 and 2012, there were no outstanding dilutive securities.



Recent Accounting Pronouncements



Adopted



Effective January 2013, we adopted FASB ASU No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the
disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of the
financial statements to understand the effect of those arrangements on a company’s financial position. Amendments under ASU
2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.
The adoption of this update did not have a material impact on the financial statements.



Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting
of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s
deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU
2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments
require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations
or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced
to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting
periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.



Not Adopted



In February 2013, the FASB issued ASU No. 2013-04, Liabilities
(Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is
Fixed at the Reporting Date. The amendments in ASU 2013-04 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 Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance
requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its
arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The
guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information
about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within
those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on
our financial statements.



7







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements

(Unaudited)



In April 2013, the FASB issued ASU No.
2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to
clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets
and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard
are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after
December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will
have on our financial statements.



3. RELATED PARTY TRANSACTIONS



During the six months period ended June
30, 2013, the Company’s President paid certain operating expenses, consisting of salaries and overhead expenses, on behalf
of the Company. These expenses amounted to $27,161 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.



8







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



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.



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 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.



BioPharma Manufacturing Solutions, Inc.
has sustained operating losses since its inception. It has an accumulated deficit of ($223,327) from inception through June 30,
2013.



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 $223,327 from inception to June 30, 2013. The Company
acquired BPECS on October 11, 2012 and did not generate revenue to meet its obligation requirements as of March 31, 2013. The Company's
sufficient contribution as a going concern is dependent on its ability to generate sufficient cash flows form operations to meet
its obligation and/or obtaining financing from its shareholders or other sources, as it may be required.



Revenues



The Company had no revenues for the six
months ended June 30, 2013 and a net loss of ($74,992). The Company had revenues of $14,318 for the year ended December 31, 2012
and a net loss of ($144,839).



Discussion of Period ended June 30, 2013



The Company generated no revenues during
the three month period ended June 30, 2013.



During
the three month period ended June 30, 2013, the Company reduced operating expenses to ($30,832) from ($44,160) for the three month
period ended March 31, 2013 with a corresponding reduction in the net loss of ($30,832) for the three month period ended June
30, 2013 compared to the net loss of ($44,160) for the three month period ended March 31, 2013 but reflecting an increase in operating
expenses of ($21,840) for the three month period ended June 30, 2012.



For the period from April 20, 2011 (inception)
through June 30, 2013, the Company had an accumulated deficit of ($223,327).



9







If the Company is not successful in generating
sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a
material adverse effect on its business, results of operations liquidity and financial condition.



Potential Revenue



The Company anticipates that it will earn
revenues from service contracts. The Company has recently acquired three (3) service contracts with a Fortune 100 pharmaceutical
company.



Pricing



The Company will price services for clients
using customary billing arrangements, which are set by standard industry payment terms, such as initial deposits, progress billing
and Net 30 and Net 60 day terms.



Alternative Financial Planning



The Company has no alternative financial
plans at the moment. If the Company is not able to successfully earn revenues and profits from operations and/or raise monies as
needed to expand through a private placement or other securities offering (including, but not limited to, a primary public offering
of securities), the Company’s ability to survive and implement any part of its business plan or strategy will be severely
jeopardized.



Capital Resources



On June 30, 2013. the Company reduced its
cash holdings to $199,756 from its cash of $236,208 at March 31, 2013. The Company has no continuous methods of generating cash
other than by virtue of any profits from operations.



The Company’s proposed expansion activities
will necessitate additional uses of capital. While BPECS is profitable from operations, the Company would need to raise additional
financing in order to expand operations.



There is no assurance that the Company’s
activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is
needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s
limited cash and cash equivalents on hand, the Company will be unable to implement any of its proposed business plan expansion
and any additional proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits.
The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other
alternative financial plans.



Development Stage and Capital Resources



The Company’s proposed expansion activities
will necessitate additional uses of capital and the Company may need to raise additional financing in order to expand operations.



There is no assurance that the Company’s
activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is
needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s
limited cash and cash equivalents on hand, the Company will be unable to implement any of its proposed business plan expansion
and any additional proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits.
The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other
alternative financial plans.



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 March 31, 2013,
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 March 31, 2013, 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.



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.



11







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.



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.



From August 31, 2011 to January 31, 2013,
the Company issued 89,300,000 shares of its common stock, par value $0.0001 to various investors 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.



In August 2012, the Company redeemed 500,000
shares of common stock owned by a shareholder for aggregate consideration of $5,000



October, 2012, the Company issued 1,000,000
shares of common stock to Gary Riccio in a stock for assets transaction.



From October 1, 2012 through December, 2012,
the Company redeemed 1,500,000 shares of its common stock for $15,000 and issued 1,500,000 shares of its common stock to three
shareholders for $15,000.



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





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.



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ITEM 6. EXHIBITS



| | (a)       Exhibits
| | ------------------
| |                   
| | 31.1              
| |                   
| | 32.1              



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: September 20, 2013



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