SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2



(Mark One)

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



For the fiscal year
ended December 31, 2012



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



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)



Registrant's telephone number, including area code: 562-244-9785



Securities registered pursuant to Section 12(b) of the Act:
None



Securities registered pursuant to Section 12(g) of the Exchange
Act:



Common Stock, $.0001 par value per share

(Title
of class)



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act

 ̈Yes   x
No



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

 ̈
Yes   x No



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
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

x
Yes    ̈ No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.

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).

 ̈
Yes   x No



State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed
second fiscal quarter.

$ 0



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



Documents incorporated by reference:        None



EXPLANATORY NOTE



BioPharma Manufacturing Solutions, Inc.
(the “Company”) is filing this amendment (the Form 10-K/A) to our Annual Report on Form 10-K for the year ended December
31, 2012, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2013, as amended by Amendment
No. 1 filed with the SEC on April 11, 2014 (the Form 10-K)



This Form 10-K/A should be read in conjunction
with the original Form 10-K, which continues to speak as of the date of the Form 10-K. Except as specifically noted above, this
Form 10-K/A does not modify or update disclosures in the original Form 10-K. Accordingly, this Form 10-K/A does not reflect events
occurring after the filing of the Form 10-K or modify or update any related or other disclosures.











PART I



| | ITEM 1. | BUSINESS
| | ------- | --------



BioPharma Manufacturing
Solutions, Inc.(the "Company") was incorporated in Delaware in April, 2011.



On October 11, 2012,
the Company acquired BioPharmaceutical Process Engineering and Consulting Services ("BPECS"), a component of GMR Engineering
Inc. (“GMR”), in a stock-for-assets transaction (the “Acquisition”). BPECS consists of the components of
GMR which comprise its consulting, design and engineering services, but does not include GMR’s manufacturing components or
equipment. GMR was incorporated in the State of California in June 1996 to engage in professional practice in automated process
control and instrumentation systems in the pharmaceutical industry. Prior to the Acquisition, the Company had no ongoing business
or operations and was established for the purpose of completing a business combination with a target company, such as BPECS. As
a result of the Acquisition, the Company acquired the operations and business of BPECS. While the Company has taken over the business
and operations of BPECS, GMR remains a separate entity with its own independent business and operations. The purpose of the Acquisition
was to facilitate and prepare BPECS, as part of the Company, for a registration statement and/or public offering of securities.



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 its common stock held by the owners thereof offered at $.08 per share. At the time of this report, the registration statement
has not become effective and no sales can be made pursuant to the registration statement until it becomes effective.



The Company 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 life cycle from concept, risk assessment and design through installation, validation
and Food and Drug Administration approval.



With the acquisition
of the BPECS portion of GMR, the Company has acquired its history and track record in delivering turnkey manufacturing processes.
The Company will provide a client with legacy and after-market life cycle support services for FDA-approved biopharmaceutical processes
and facilities. The Company will also provide technical assistance in helping clients resolve CAPA, FDA 483 and Warning Letter
issues related to the manufacturing of their products.



To date, BPECS only
has one significant customer relationship, and as such, the Company’s business is dependent on its existing customer relationship.
The Company is in the process of building additional customer relationships and seeking out new customers.



As an example of the
service provided by the Company, the Company will assist a client with the technical transfer and scale-up of the process used
to manufacture a development stage or FDA approved medicine. Once the process design and risk assessment is complete, the Company
will then design and/or procure the requisite manufacturing equipment needed to produce the medicine. Upon completion and receipt
of equipment, the Company will manage installation of procured equipment and the critical utilities required to support such equipment.
After installation, the Company will then assist a client in the qualification and validation of the installed equipment, critical
utilities and automation/electronic reporting systems. Subsequently, the Company will provide technical support for the conformance
runs and process validation of the completed biopharmaceutical process and facility leading up to FDA submission. Finally, the
Company will also provide follow-up technical services to help a client address any relevant FDA post-submission questions.



In addition to growing
its existing engineering and consulting services business, future plans for the Company include using its existing technology transfer
and scale-up, process engineering, process automation, process validation and manufacturing expertise to obtain a growing share
of the capital engineering and consulting services market and to use this expertise to develop its own line of manufacturing equipment
to service the needs of its clients and the industry at large.



The Company plans
to develop the equipment manufacturing segment of its business by designing and manufacturing, for both clinical and commercial
uses, a line of engineered process equipment specifically targeting the process equipment needs of clinical, CMOs and commercial
biotechnology and pharmaceutical manufacturers.



The Company 's future
plans also include building its own “ready to use” modular clinical scale contract manufacturing facility which both
the private industry and academic research community can employ to shorten the Investigational New Drug (IND) application time
frame, provide a more cost-effective and repeatable process for getting these drugs into, and through, clinical trials and to provide
increased commercial opportunities for pharmaceutical companies by improving the chance of success for development-drug projects.



2







The Acquisition of BPECS



On October 11, 2012,
the Company acquired BioPharmaceutical Process Engineering and Consulting Services ("BPECS"), a component of GMR Engineering
Inc., in a stock-for-assets transaction. BPECS consists of the components of GMR which comprise its consulting, design and engineering
services, but does not include GMR’s manufacturing components or equipment. GMR was incorporated in the State of California
in June 1996 to engage in professional practice in automated process control and instrumentation systems in the pharmaceutical
industry.



The Acquisition was
effected by the Company through the issuance to Gary Riccio (the sole shareholder of GMR) of 1,000,000 shares of common stock of
the Company in exchange for certain intangible assets of GMR. The intangible assets acquired in the Acquisition consisted of the
business of BPECS, which was comprised primarily engineering expertise, software applications and engineering documentation that
GMR had developed in working with its clients.



The intangible assets
acquired by the Company from GMR as part of BPECS consisted of the following:



o Engineering-related
and other software electronic files

o Mechanical and electrical
design drawings and print-outs

o Programmable Logic
Controller Programming Software and License

o SCADA/HMI Programming
Software

o Control System and
Process Equipment Software Application Code

o Electronic Batch
Reporting System Software Application Code

o Electronic copies
of all Source Code and Software Design Templates for Biopharmaceutical Process Systems

o Process Design and
Instrumentation AutoCAD Drawings

o Bills of Materials
for Engineering Projects completed

o Computer System
Validation Protocols and Test Attachment Templates



The acquisition of
BPECS intangible assets by the Company is considered a transfer between entities under common control; as a result no goodwill
or other intangible assets were recorded.



While the Company
has taken over the business and operations of BPECS, GMR remains a separate entity with its own independent business and operations.
In the Acquisition, the Company acquired such listed intangible assets; however, no contracts were transferred or assigned from
GMR as part of the transaction. The Company has received its own service contracts; the intangible assets acquired as part of the
Acquisition will allow the Company to complete these contracts.



The Company does not
need or require any approval from government authorities or agencies in order to operate the regular BPECS business and operations.
In addition, any proposed expansion to the Company’s business, including in building its own equipment or conducting additional
engineering work, is not expected to require government approvals.



The Company’s
business is not impacted from governmental regulations, other than ordinary and customary regulations applicable to most business
(such as business licenses, contractor’s licenses, etc.) At present, there are no governmental regulations that are expected
to have any significant ongoing impact of an adverse nature on the business and operations of the Company. Specifically, the Company
does not incur costs of a material amount in complying with any applicable environmental laws and regulations. However, the Company
believes that it is possible that, in the future, regulations of the U.S. Food and Drug Administration (FDA) are the most likely
to potentially have an adverse effect on the business of the Company.



The Market and Competition



Based upon publically
available information (including the IMAP Pharmaceutical Research Report), the Company expects that the global pharmaceutical market
will grow. In the long run, the global pharmaceutical market is expected to grow at a compound annual growth rate of 5-8% per year
through 2014. There are many challenges facing the industry that will impact the future growth of the pharmaceutical industry:
mergers and acquisitions, patent expiration, growth of generics, drug spending, growing regulatory pressures from the FDA growth
of the emerging markets and low productivity of R&D activities leading to decreasing products in the drug development pipeline.



The Company believes,
based on management’s estimates and understanding of industry data and information, even with a slowing economy and less
growth in the overall pharmaceutical industry, the there has been less impact on the overall spending for capital projects and
development initiatives in this sector. The Company expects continued robust growth for the major areas in capital spending that
support new drug development projects, including grassroots construction, production, packaging and line expansions/additions,
research and development facilities and process upgrades, and construction and building of specialized plants.



3







A pharmaceutical industry
analyst at Visiongain, has recently echoed this outlook, nothing that “[t]he global pharmaceutical contract manufacturing
industry will benefit from a continued move to strategic outsourcing by the pharmaceutical industry,” and “[t]hat industry
will look more to long-term relationships with a few selected contract manufacturing organizations (CMOs) as the decade goes on.
Becoming a full-service CMO or specializing in a niche area will best allow contract manufacturers to take advantage of these strategic
partnerships.” The Company hopes to capitalize on BPECS’ extensive history of successfully providing innovative solutions
to existing biotechnology and pharmaceutical clients. The Company plans to address the niche opportunity with specialized facilities
and equipment, organization and personnel, and its testing and operations capabilities required to support all phases of clinical
drug development.



Many of the competitors
are large engineering firms, whose size gives them a distinct advantage for larger projects ($10 million and above) but operates
as a disadvantage for smaller projects where it is difficult for them to compete with the smaller engineering firms on a cost basis.
Moreover, although these large firms are key players in the design and project management phases of a biopharmaceutical project,
they are a relatively smaller factor in commissioning and start-up of the equipment and processes as well as the equipment qualification
and process validation phases of the project. On smaller projects, the latter phases often carry the highest risk, thus providing
these services is often the most profitable.



Large firms do not
generally manufacture their own process equipment but rather recommend or specify equipment vendors that they are often familiar
with and with whom they have had success in past projects. However, biopharmaceutical processes often require specialty equipment
that may not exist on the market in the form that the client would prefer. As a smaller firm, the Company thus has an opportunity
to fill this need by building custom designed process equipment that meets the particular needs of the client.



Subsidiaries



The Company does not have any
subsidiaries.



Employees



The Company presently
has one employee, Gary Riccio, who also serves as its sole officer. At present, Mr. Riccio receives a salary but will not receive
any additional form of compensation until, and if, the Company raises or procures adequate capital (through operations, private
financings, a primary public offering or otherwise) to pay any such additional form of compensation. There has been no accrual
of any compensation.



GMR is an entity which
is controlled by Gary Riccio (the sole officer and director of the Company).



The Company does not
expect that GMR would compete with the Company, as the divestiture of BPECS by GMR represents the cessation by GMR of that business
line segment. The purpose of the Acquisition was to transition the customers and the services business of GMR (via BPECS) to the
Company. Moreover, GMR and the Company are under common control, in that GMR is wholly owned and fully controlled by the Company’s
largest shareholder, sole director and Chief Executive Officer, Gary Riccio.



While GMR is currently
assisting the Company in facilitating relationships for BPECS business from existing GMR clients, the Company expects that this
process of transitioning customer relationships from GMR to BPECS will be completed within the next 12 to 18 months; after such
time, Mr. Riccio intends to dissolve GMR and focus his efforts principally in developing and managing the business and operations
of the Company. Moreover, the Company has greater financial and intellectual resources available to it than does GMR and is better
positioned than is GMR to expand the engineering and consulting services currently offered by BPECS. As such, the Company believes
that the likelihood of a conflict of interest between GMR and the Company regarding customers and their business is low.



Reports to Security Holders



The Company is a reporting
company pursuant to the Securities Exchange Act of 1934 and files with the Securities and Exchange Commission quarterly, annual,
periodic and other reports. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily
send a copy of the annual report, including audited financial statements, to any registered shareholder who requests. The Company's
documents filed with the Securities and Exchange Commission may be inspected at the Commission's principal office in Washington,
D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov
that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All
of the Company’s filings may be located under the CIK number 0001522216.



| | ITEM 2. | PROPERTIES
| | ------- | ----------



The Company has no
properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of GMR, a company
owned and operated by the Company’s sole officer and director, Mr. Riccio. Mr. Riccio is not presently charging the Company
any rent or other lease costs associated with the rented space. There is no written agreement between Mr. Riccio and the Company
regarding the lease, and the parties may terminate the lease arrangement at any time. The Company is in the process of locating
rental space for its operations.



4







| | ITEM 3. | LEGAL PROCEEDINGS
| | ------- | -----------------



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



| | ITEM 4. | MINE SAFETY DISCLOSURES
| | ------- | -----------------------



Not applicable.



PART II



|ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



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 its common stock held by the owners thereof offered at $.08 per share. At the time of this report, the registration statement
has not become effective and no sales can be made pursuant to the registration statement until it becomes effective.



Prior to this offering,
there has been no public market for the Company’s common stock. No assurances can be given that a public market will develop
following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares
has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations,
book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration
statement of which this prospectus is a part.



The Company is authorized
to issue 150,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2012, there were 94,150,000
shares of common stock issued and outstanding and none of preferred stock.



Recent Sales of Unregistered Securities



The Company has issued
the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering,
as noted below.



On April 20, 2011,
the Company issued 20,000,000 common shares to its then two directors and officers for $2,000. On August 31, 2011, the Company
redeemed an aggregate of 18,500,000 of the 20,000,000 shares outstanding 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 for $300 to an unrelated third party investor.



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



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



In the nine months
ended September 30, 2012, the Company issued 350,000 shares of its common stock to two investors for $350.



On October 11, 2012,
as part of the Acquisition, the Company issued for 1,000,000 shares of its common stock to GMR.



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.



| | ITEM 6. | SELECTED FINANCIAL DATA
| | ------- | -----------------------



There is no selected
financial data required to be filed for a smaller reporting company.



5







|ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



The Company was incorporated
in the State of Delaware in April 2011 and acquired BioPharmaceutical Process Engineering and Consulting Services, a component
of GMR Engineering Inc., in October 2012.



Results of Operations for the Years Ended December 31, 2012
and 2011

BioPharma Manufacturing Solutions, Inc.

Summary of Results of Operations



|                              |  | Years Ended  December 31, |         
|----------------------------- |  | ------------------------- | --------
|                              |  | 2012                      |         
|Revenue                       |  | $                         | 14,318  
|Cost of goods sold            |  |                           | -       
|Gross profit                  |  |                           | 14,318  
|                              |  |                           |         
|Operating expenses:           |  |                           |         
|General and administrative    |  |                           | 144,589 
|Research and development      |  |                           | 14,568  
|Amortization and depreciation |  |                           | -       
|Total operating expenses      |  |                           | 159,157 
|                              |  |                           |         
|Operating loss                |  |                           | (144,839
|                              |  |                           |         
|Income tax                    |  |                           | -       
|                              |  |                           |         
|Net loss                      |  | $                         | (144,839



Operating Loss; Net Loss



Our net loss increased by $141,343 to $144,839
from $3,496, for the year ended December 31, 2012 compared to December 31, 2011. The increase in net loss compared to the prior
year period is primarily a result of our acquisition of BPECS in October 2012, with minimal revenues recognized and increase in
legal and accounting cost in connection with the Acquisition. These changes are detailed below.



Revenue



Our revenue from the year ended December
31, 2012 was $14,318 compared to $0 for the year ended December 31, 2011. All of our revenues in 2012 were derived from the operations
of BPECS engineering contracts which were acquired in October 2012.



General and Administrative Expenses



General and administrative expenses increased
by $140,743, to $144,489 for the year ended December 31, 2012, from $3,496 for the year ended December 31, 2011. The main components
of general and administrative expenses in 2012 were $38,788 in accounting fees, $87,272 in legal fees, $10,581 in salaries, $2,848
in corporate and SEC filing fees and $4,749 in other office related expenses. In 2011 we incurred $3,496 in corporate and SEC filings.



Research and Development



Our research and development cost were
$14,568 for the year ended December 31, 2012, compared to $0 for the year ended December 31, 2011.  The increase was attributable
to the cost incurred in 2012 on parts and software to build BioPharma’s prototype (GexPro). In 2011 we didn’t have
any research and development cost since the Acquisition of BPECS occurred in 2012.



6







Results of Operations for the Period from January 1,
2012 Through October 10, 2012 and The Year Ended December 31, 2011 Biopharmaceutical Process Engineering and Consulting
Services

Summary of Results of Operations



|                                    |  | For the period  from January 1,  2012 to October  10, 2012 |         |   | Year ended  December 31,  2011 |  
|----------------------------------- |  | ---------------------------------------------------------- | ------- | - | ------------------------------ | -
|Revenue, net                        |  | $                                                          | 203,817 |   |                                | $
|                                    |  |                                                            |         |   |                                |  
|Operating expenses:                 |  |                                                            |         |   |                                |  
|Salaries                            |  |                                                            | 96,059  |   |                                |  
|General and administrative expenses |  |                                                            | 14,286  |   |                                |  
|Total operating expenses            |  |                                                            | 110,345 |   |                                |  
|                                    |  |                                                            |         |   |                                |  
|Operating income                    |  |                                                            | 93,472  |   |                                |  
|                                    |  |                                                            |         |   |                                |  
|Other Expenses                      |  |                                                            |         |   |                                |  
|Interest expense                    |  |                                                            | (1,498  | ) |                                |  
|                                    |  |                                                            |         |   |                                |  
|Net income                          |  | $                                                          | 91,974  |   |                                | $



Operating Income; Net Income



Our operating and net income on a dollar
amount basis remained relatively consistent for the period from January 1, 2012 through October 10, 2012 compared to the year ended
December 31, 2011. But as a percentage of total revenues, the operating and net income increased by approximately 10%, from 35%
for the year ended December 31, 2011 to approximately 45% for the period from January 1 to October 10, 2012. These changes are
detailed below.



Revenue



Our revenues for the period from January
1 to October 10, 2012 were $203,817 and for the year ended December 31, 2011 were $263,458. The decrease of $59,641 in revenues
were attributed to two projects that were completed in 2011 and we didn’t have any billings to these clients in 2012, and
also due to a shorter period presented in 2012 compared to one full year in 2011.



Salaries



Salaries for the period from January
1 to October 10, 2012 were $96,059 or 47% of revenues and for the year ended December 31, 2011 were $147,455 or 56% of
revenues. The main components of salary expense are as follows: i) Full time employees salary which amounted to $82,809 or
41% of revenues; and $98,873 or 38% of revenues during the period from January 1, 2012 through October 10, 2012 and the year
ended December 31, 2011, respectively; and ii) Contractors cost which amounted to $13,250 or 7% of revenues; and $48,582 or 18%
of revenues during the period from January 1, 2012 through October 10, 2012 and the year ended December 31, 2011,
respectively. The Company had two engineering projects that were completed in 2011 and relied on hiring contractors to assist
with these projects, while in 2012 there was no need for contractors and accordingly that drove the total salary expense as a
percentage of revenues down in 2012 compared to 2011.



General and Administrative Expenses



General and administrative expenses for
the period from January 1 to October 10, 2012 were $14,286 or 7% of revenues and for the year ended December 31, 2011 were $22,821
or 9% of revenues. General and administrative expenses mainly consisted of office expenses, out-of-pocket traveling expenses, accounting
and consulting fees and insurance which were allocated from GMR to BPECS. The decrease of $8,535 in general and administrative
expenses is due to a shorter period presented in 2012 compared to one full year in 2011.



Interest expense



Interest expense for the period from January
1 to October 10, 2012 was $1,498 or 1% of revenues and for the year ended December 31, 2011 was $2,025 or 1% of revenues. The decrease
of $527 in interest expense is due to a shorter period presented in 2012 compared to one full year in 2011 as well as lower balance
on the line of credit utilized.



7







Potential Revenue



The Company is expected
to earn revenues from service contracts.



Pricing



The Company prices
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.



Equipment Financing



The Company has no
existing equipment financing arrangements. In the near term, the Company does not anticipate entering into equipment financing
arrangements, as the Company intends to self-fund most purchases with its capital reserves or with reinvestment of profits from
revenues. However, from time to time (when it is in the interests of the Company to do so), the Company will establish standard
commercial financing terms with its suppliers (e.g. Net 30 days) and/or purchase equipment through standard commercial leasing
practices.



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



At December 31, 2012,
the Company held $266,650 in cash and cash equivalents. The Company has no method of generating cash other than by profits of operations
and sale of its securities and capital contributions of its shareholders.



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. As of December 31, 2012, the Company had approximately
$266,650 of cash and cash equivalents available.



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.



Critical Accounting Policies

Use of Estimates



In preparation of
the 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 liabilities. The estimated fair value of these instruments approximates
its carrying amount due to the short maturity of these instruments.



Recent Accounting Pronouncements



Adopted



Effective January
2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB)
and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update
intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring
fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend
to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements.
ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not
have a material impact on the financial statements.



8







Effective January
2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase
the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area
with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single
continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU
No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications
of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers
the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of
income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will
be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption
of this update did not have a material impact on the financial statements.



Not Adopted



In December 2011,
the FASB issued 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 its financial statements to understand the effect of those arrangements on its 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 Company is evaluating the effect, if any; adoption of ASU 2011-11 will have on its financial statements.



In February 2013,
the FASB issued 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 Company is evaluating the effect, if any, the adoption
of ASU 2013-02 will have on its financial statements.



| | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| | ------- | -------------------------------------------



The financial statements
for BioPharma Manufacturing Solutions , Inc. for the years ended December 31, 2012 and December 31, 2011 are included herewith.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



Not applicable.



| | ITEM 9A. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



Our principal executive
officer (who is also our principal financial officer) conducted an evaluation of our disclosure controls and procedures, as such
terms are defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls
and procedures were not effective as of December 31, 2012.



Management's Report of Internal Control
over Financial Reporting



The Company is responsible
for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities
Exchange Act of 1934. The Company's principal financial and accounting officer (who is the same person) conducted an evaluation
of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012, based on the criteria
establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management concluded that the Company's internal control over financial reporting was not effective as
of December 31, 2012, based on those criteria.



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



9







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.



Anton & Chia the
independent registered public accounting firm, has not issued an attestation report on the effectiveness of the internal control
over financial reporting.



Changes In Internal
Controls 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.



PART III



| | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
| | -------- | -------------------------------------------------------



The Directors and Officers of the Company
are as follows:



|Name        |  | Age |  | Position               |  | Year Commenced
|----------- |  | --- |  | ---------------------- |  | --------------
|            |  |     |  |                        |  |               
|Gary Riccio |  | 58  |  | President and Director |  | 2011          



Gary Riccio serves
as the sole director and officer of the Company. Mr. Riccio obtained his Bachelor of Science Degree in Chemical Engineering in
1978 from Northeastern University and was elected to the Engineering Honor Society. From 1978 to 1986, Mr. Riccio was employed
by Lever Brothers Division of Unilever as Project Engineer specializing in the Dove and Caress, Snuggle and Wisk product lines
and specifically worked on the expansion of those facilities and processes. From 1987 to 1989, Mr. Riccio worked as Project Engineer
for Vision Engineering, a software start-up company, on automation systems for companies within the chemical process, food and
beverage and pharmaceutical industries. From 1989 to 1996, Mr. Riccio worked as General Manager of A-1 Refrigeration Company designing,
installing and servicing custom large volume ice-making equipment and industrial refrigeration systems. During this period he was
instrumental in increasing the product line from two to seven different models and expanded sales to overseas markets. In 1996,
Mr. Riccio founded GMR Engineering, an engineering contracting firm specializing in automated computer systems for the biotech/pharmaceutical
and food/beverage industries. He expanded this business to include process design and engineering, process validation and custom
equipment manufacturing. His recent significant accomplishments include (i) the 2006 installation, programming and validation of
Millipore Ultrafilitration Skids and Cold Water For Injection Generation, Storage and Distribution for Albumin Processing Department
at Baxter BioScience, which receive FDA approval in November 2006; (ii) the 2010 custom design, fabrication, automation and validation
of the Nanofiltration System for Virus Removal currently approved for manufacturing use by the FDA; and (iii) 2012 design, fabrication,
automation and validation of the Clean In-Place System for the AHFM Department.



Director Independence



Pursuant to Rule 4200
of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee
of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has
with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.



Corporate Governance



The Company does not
have a nominating nor audit committee of the board of directors. The board of directors consists of one director. At such time
that the Company has a larger , board of directors and commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.



10







Conflicts of Interest



There are no binding
guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce
a liability of management to the Company would most likely be prohibitively expensive and time consuming.



Code of Ethics



The Company has not
at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company intends to adopt a Code of Ethics
to provide a manner of conduct.



ITEM 11.	EXECUTIVE
COMPENSATION



Remuneration of
Officers: Summary Compensation Table



|              |  |      |      |  |  |  |    |        |  |   |          |  |  | Aggregate    |   |  |       |  |   |         |  |  |           |  |  | All      |   |  | Annual  | 
|------------- |  | ---- | ---- |  |  |  | -- | ------ |  | - | -------- |  |  | ------------ | - |  | ----- |  | - | ------- |  |  | --------- |  |  | -------- | - |  | ------- | 
|              |  |      |      |  |  |  |    | Annual |  |   | Annual   |  |  | Accrued      |   |  |       |  |   | Stock   |  |  | Comp-     |  |  | Other    |   |  | Compen- | 
|              |  |      |      |  |  |  |    | Earned |  |   | Payments |  |  | Salary Since |   |  |       |  |   | and     |  |  | -ensation |  |  | Comp     |   |  | sation  | 
|Name/Position |  | Year |      |  |  |  |    | Salary |  |   | Made     |  |  | Inception    |   |  | Bonus |  |   | Options |  |  | Plans     |  |  | ensation |   |  | Total   | 
|              |  |      |      |  |  |  |    |        |  |   |          |  |  |              |   |  |       |  |   |         |  |  |           |  |  |          |   |  |         | 
|Gary Riccio   |  |      | 2012 |  |  |  | (1 | )      |  | $ | 10,581   |  |  |              | 0 |  |       |  | 0 |         |  |  | 0         |  |  |          | 0 |  |         | 
|President     |  |      | 2011 |  |  |  | (2 | )      |  |   | 48,000   |  |  |              | 0 |  |       |  | 0 |         |  |  | 0         |  |  |          | 0 |  |         | 



(1) Mr. Riccio’s
compensation is $4,000 per month. The 2012 compensation above
represents the allocation of Mr. Riccio’s salary after the date of BPECS acquisition (the period from October 12, 2012 to
December 31, 2012)



(2) The
2011 compensation of $48,000 represents Mr. Riccio’s salary from BPECS for the year of 2011 (prior to the acquisition
of BPECS by BioPharma in 2012).



Mr. Riccio has received
shares of common stock in the Company in connection with the change of control of the Company in 2011 and the Acquisition. Accordingly,
the Company has not recorded any compensation expense in respect of any shares issued to him as such shares do not represent compensation.



There are no current
plans to pay or distribute any cash or non-cash bonus compensation to officers of the Company, until such time as the Company is
continuously profitable, experiences significant positive cash flow or obtains additional financing. However, the Board of Directors
may allocate salaries and benefits to officers in the future at its sole discretion.



The members of the
Board of Directors may receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular
or special meeting of the Board, although no such program has been adopted to date. The Company currently has no retirement, pension,
or profit-sharing plan covering its officers and directors; however, the Company plans to implement certain such benefits after
sufficient funds are realized or raised by the Company.



Employment Agreements



The Company has not
entered into employment agreements with Mr. Riccio.



Anticipated Officer and Director Remuneration



The Company intends
to pay annual salaries to its officers. The Company will pay an annual stipend to its directors when, and if, it completes a primary
public offering for the sale of securities and/or the Company maintains continued profitability, experiences significant positive
cash flow and/or obtains additional funding. At such time, the Company anticipates offering various additional cash and non-cash
compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers
and directors will be provided at a later time with a group health, vision and dental insurance program at subsidizes rates, or
at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition,
the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.



11







|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The following table
sets forth information as of the date of this report regarding the beneficial ownership of the Company’s common stock by
each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of
five percent of the common stock after giving effect to any exercise of warrants or options held by that person.



|                                                 |  |                        |  | Number of Shares |            |  |                  | 
|------------------------------------------------ |  | ---------------------- |  | ---------------- | ---------- |  | ---------------- | 
|Name                                             |  | Position               |  | Common Stock     |            |  | Percent of Class | 
|                                                 |  |                        |  |                  |            |  |                  | 
|Gary Riccio                                      |  | President and Director |  |                  | 26,000,000 |  |                  | 
|Rimmal & Amina Afzal                             |  | 5% shareholder         |  |                  | 8,500,000  |  |                  | 
|4175 Williwaw Drive                              |  |                        |  |                  |            |  |                  | 
|Irvine, CA 92620                                 |  |                        |  |                  |            |  |                  | 
|                                                 |  |                        |  |                  |            |  |                  | 
|John Fields                                      |  | 5% shareholder         |  |                  | 8,000,000  |  |                  | 
|26545 Camino de Vista                            |  |                        |  |                  |            |  |                  | 
|San Juan Capistrano, CA 92675                    |  |                        |  |                  |            |  |                  | 
|                                                 |  |                        |  |                  |            |  |                  | 
|Jane Kinnick                                     |  | 5% shareholder         |  |                  | 10,000,000 |  |                  | 
|1509 N. Mountain Grove Road                      |  |                        |  |                  |            |  |                  | 
|Alma, AR 72921                                   |  |                        |  |                  |            |  |                  | 
|                                                 |  |                        |  |                  |            |  |                  | 
|Norman Lieberman                                 |  | 5% shareholder         |  |                  | 10,000,000 |  |                  | 
|55 Prairie Falcom                                |  |                        |  |                  |            |  |                  | 
|Aliso Viejo, CA 92656                            |  |                        |  |                  |            |  |                  | 
|                                                 |  |                        |  |                  |            |  |                  | 
|Derel Whiston                                    |  | 5% shareholder         |  |                  | 9,000,000  |  |                  | 
|5 Glen Echo                                      |  |                        |  |                  |            |  |                  | 
|Dove Canyon, CA 92679                            |  |                        |  |                  |            |  |                  | 
|                                                 |  |                        |  |                  |            |  |                  | 
|Total owned by Officers And Directors (1 person) |  |                        |  |                  | 26,000,000 |  |                  | 



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------



On October 11, 2012,
the Company acquired BioPharmaceutical Process Engineering and Consulting Services ("BPECS"), a component of GMR Engineering
Inc., in a stock-for-assets transaction. BPECS consists of the components of GMR which comprise its consulting, design and engineering
services, but does not include GMR’s manufacturing components or equipment. GMR was incorporated in the State of California
in June 1996 to engage in professional practice in automated process control and instrumentation systems in the pharmaceutical
industry. Gary Riccio, the sole officer and director of the Company, is the sole shareholder of GMR. The Acquisition was effected
through the issuance to Mr. Riccio of 1,000,000 shares of common stock of the Company in exchange for certain assets of GMR.



The Company is currently
leasing its corporate office space from a office space owned by Mr. Riccio. Mr. Riccio does not currently charge the Company any
rent or other lease costs associated with the rented space. There is no written agreement between Mr. Riccio and the Company regarding
the lease, and the parties may terminate such arrangement at any time.



From time to time,
the Company advances amounts to stockholders, as well as receives payments from stockholders in the form of cash and/or out-of-pocket
expenditures for the benefit of the Company, which are business in nature. During 2011, the Company remitted payments aggregating
$41,621 on behalf of GMR (an entity owned by Mr. Riccio and which is under common control with BPECS and the Company). The related
entity repaid these funds to the Company in 2012. The Company had acquired equipment pursuant to an understanding that it had with
GMR, but the parties subsequently decided to cancel this transaction and as a result, GMR reimbursed the Company for the cost of
such equipment. No other payments are currently anticipated to be made by the Company on behalf of GMR.



| | ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
| | -------- | --------------------------------------



Audit Fees



The aggregate fees
incurred for each of the last two years for professional services rendered by the independent registered public accounting firm
for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K
and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as
follows:



12







| |  | December 31, 2012 |        |  | December 31, 2011 | 
| |  | ----------------- | ------ |  | ----------------- | 
| |  |                   |        |  |                   | 
| |  |                   | 35,000 |  |                   | 



Tax Fees



The Company incurred
$0 for tax related services.



All Other Fees



The Company incurred
$0 for other fees by the principal accountant for the years ended December 31, 2011 and 2012



The Company does not
currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The
board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-

approval policies and procedures.



PART IV



| | ITEM | 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | ---- | ----------------------------------------------------



(a)        Documents
filed as part of this Report:



(1) Financial Statements-all
consolidated financial statements of the Company as set forth under Item 8, commencing on page F-1 of this Report.



(2) Financial Statement
Schedules- As a smaller reporting company we are not required to provide the information required by this item.



(3) Exhibits



|No. |  | Description                                                                                                                                                               
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                           
|2.1 |  | Asset Exchange Agreement (1)                                                                                                                                              
|3.1 |  | Certificate of Incorporation(2)                                                                                                                                           
|3.2 |  | Bylaws (2)                                                                                                                                                                
|31  |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by the Chief Executive Officer and Chief Financial Officer*                
|32  |  | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer and Chief Financial Officer*



|* | Filed herewith
|- | --------------



|(1) | Incorporated by reference to the Company’s Form S-1 filed on October 18, 2012.                      | 
|--- | --------------------------------------------------------------------------------------------------- | 
|(2) | Incorporated by reference to the Company’s Form 10-12G filed on June 2, 2011 (File No.: 000-54423).



13







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) 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:                                    
|                     |                                        
|Dated:  June 3, 2014 |                                        
|                     |                                        
|                     | By:                                    
|                     |                                        
|                     |                                        
|Dated:  June 3, 2014 |                                        





Pursuant to the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|NAME        |  | OFFICE   |  | DATE        
|----------- |  | -------- |  | ------------
|            |  |          |  |             
|Gary Riccio |  | Director |  | June 3, 2014



14







FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm                             | F-1       
|----------------------------------------------------------------------------------- | ----------
|                                                                                    |           
|Balance Sheets as of December 31, 2012 and December 31, 2011                        | F-2       
|                                                                                    |           
|Statements of Operations for the Year Ended December 31, 2012 and December 31, 2011 | F-3       
|                                                                                    |           
|Statements of Cash Flows for the Year Ended December 31, 2012 and December 31, 2011 | F-4       
|                                                                                    |           
|Statement of Changes in Stockholders’ Equity as of December 31, 2012 and 2011       | F-5       
|                                                                                    |           
|Notes to Financial Statements                                                       | F-6 - F-11















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

BioPharma Manufacturing Solutions Inc.



We have audited the accompanying balance
sheets of BioPharma Manufacturing Solutions, Inc. (the "Company") as of December 31, 2012 and 2011 and the related statements
of operations, stockholders’ equity and cash flows for the year then ended December 31, 2012 and for the period from
inception (April 20, 2011) through December 31, 2011. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial
reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011
and the results of its operations and its cash flows for the year then ended and for the period from inception (April 20,
2011) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has an accumulated deficit of $148,335 since inception. These conditions, among others, raise substantial doubt about the
Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note
1, which includes the raising of additional equity financing. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



|/s/ Anton & Chia LLP | 
|-------------------- | 
|Newport Beach, CA    | 
|May 17, 2013         | 



The accompanying notes are an integral
part of these financial statements



F-1







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



BALANCE SHEETS



|                                                                                                                                      |  | December 31, 2012 |          |   | December 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|                                                                                                                                      |  |                   |          |   |                   |  
|ASSETS                                                                                                                                |  |                   |          |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Current assets                                                                                                                        |  |                   |          |   |                   |  
|Cash                                                                                                                                  |  | $                 | 266,650  |   |                   | $
|Prepaid expense                                                                                                                       |  |                   | 1,500    |   |                   |  
|Due from related party                                                                                                                |  |                   | -        |   |                   |  
|Total assets                                                                                                                          |  | $                 | 268,150  |   |                   | $
|                                                                                                                                      |  |                   |          |   |                   |  
|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; 94,500,000 and 93,650,000 shares issued and outstanding, respectively |  |                   | 9,450    |   |                   |  
|Discount on common stock issued to the shareholder                                                                                    |  |                   | (400     | ) |                   |  
|Additional paid-in capital                                                                                                            |  |                   | 407,085  |   |                   |  
|Accumulated deficit                                                                                                                   |  |                   | (148,335 | ) |                   |  
|Total stockholders' equity                                                                                                            |  |                   | 267,800  |   |                   |  
|Total liability and stockholders' equity                                                                                              |  | $                 | 268,150  |   |                   | $



The accompanying notes are an integral
part of these financial statements

F-2







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



STATEMENTS OF OPERATIONS



|                                            |  | For the year ended December 31, 2012 |            |   | For the period from inception (April 20, 2011) through  December 31, 2011 |  
|------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------------------------------------------- | -
|                                            |  |                                      |            |   |                                                                           |  
|Revenues                                    |  | $                                    | 14,318     |   |                                                                           | $
|Cost of revenues                            |  |                                      | -          |   |                                                                           |  
|Gross profit                                |  |                                      | 14,318     |   |                                                                           |  
|                                            |  |                                      |            |   |                                                                           |  
|Operating expenses                          |  |                                      | 159,157    |   |                                                                           |  
|                                            |  |                                      |            |   |                                                                           |  
|Loss before income tax                      |  |                                      | (144,839   | ) |                                                                           |  
|                                            |  |                                      |            |   |                                                                           |  
|Income tax                                  |  |                                      | -          |   |                                                                           |  
|                                            |  |                                      |            |   |                                                                           |  
|Net loss                                    |  | $                                    | (144,839   | ) |                                                                           | $
|                                            |  |                                      |            |   |                                                                           |  
|Loss per share - basic and diluted          |  | $                                    | (0.00      | ) |                                                                           | $
|                                            |  |                                      |            |   |                                                                           |  
|Weighted average shares - basic and diluted |  |                                      | 94,031,747 |   |                                                                           |  



The accompanying notes are an integral
part of these financial statements



F-3







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



STATEMENTS OF CASH FLOWS



|                                            |  | For the year ended  December 31, 2012 |          |   | For the period from  inception (April 20, 2011)  through    December 31, 2011 |  
|------------------------------------------- |  | ------------------------------------- | -------- | - | ----------------------------------------------------------------------------- | -
|OPERATING ACTIVITIES                        |  |                                       |          |   |                                                                               |  
|Net loss                                    |  | $                                     | (144,839 | ) |                                                                               | $
|Changes in operating assets and liabilities |  |                                       |          |   |                                                                               |  
|Prepaid expense                             |  |                                       | 85,400   |   |                                                                               |  
|Due from related party                      |  |                                       | 41,621   |   |                                                                               |  
|Accrued liability                           |  |                                       | (50      | ) |                                                                               |  
|Net cash used in operating activities       |  |                                       | (17,868  | ) |                                                                               |  
|                                            |  |                                       |          |   |                                                                               |  
|FINANCING ACTIVITIES                        |  |                                       |          |   |                                                                               |  
|Proceeds from issuance of common stock      |  |                                       | 15,350   |   |                                                                               |  
|Shareholder contribution                    |  |                                       | 18,835   |   |                                                                               |  
|Redemption of common stock                  |  |                                       | (20,000  | ) |                                                                               |  
|Net cash provided by financing activities   |  |                                       | 14,185   |   |                                                                               |  
|                                            |  |                                       |          |   |                                                                               |  
|Net (decrease) increase in cash             |  |                                       | (3,683   | ) |                                                                               |  
|                                            |  |                                       |          |   |                                                                               |  
|Cash, beginning of year                     |  |                                       | 270,333  |   |                                                                               |  
|                                            |  |                                       |          |   |                                                                               |  
|Cash, end of year                           |  | $                                     | 266,650  |   |                                                                               | $



The accompanying notes are an integral
part of these financial statements



F-4







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY



|                                         |  |              |             |   |             |   |        |              |  |   | Additional  |   |  |               |         |   | Total  |  
|---------------------------------------- |  | ------------ | ----------- | - | ----------- | - | ------ | ------------ |  | - | ----------- | - |  | ------------- | ------- | - | ------ | -
|                                         |  | Common Stock |             |   | Discount on |   |        | paid-in      |  |   | Accumulated |   |  | Stockholders' |        
|                                         |  | Shares       |             |   | Amount      |   |        | Common Stock |  |   | Capital     |   |  | Deficit       |         |   | Equity |  
|Balance, April 20, 2011(inception)       |  |              | -           |   |             | $ | -      |              |  | $ | -           |   |  | $             | -       |   |        | $
|Shares issued for cash                   |  |              | 109,150,000 |   |             |   | 10,915 |              |  |   | -           |   |  |               | 392,135 |   |        |  
|Stock redemption                         |  |              | (18,500,000 | ) |             |   | (1,850 | )            |  |   | -           |   |  |               | -       |   |        |  
|Common stock to management at a discount |  |              | 3,000,000   |   |             |   | 300    |              |  |   | (300        | ) |  |               | -       |   |        |  
|Shareholder contribution                 |  |              | -           |   |             |   | -      |              |  |   | -           |   |  |               | 750     |   |        |  
|Net loss                                 |  |              | -           |   |             |   | -      |              |  |   | -           |   |  |               | -       |   |        |  
|Balance, December 31, 2011               |  |              | 93,650,000  |   |             | $ | 9,365  |              |  | $ | (300        | ) |  | $             | 392,885 |   |        | $
|                                         |  |              |             |   |             |   |        |              |  |   |             |   |  |               |         |   |        |  
|Shares issued for cash                   |  |              | 1,850,000   |   |             |   | 185    |              |  |   | -           |   |  |               | 15,165  |   |        |  
|Stock redemption                         |  |              | (2,000,000  | ) |             |   | (200   | )            |  |   | -           |   |  |               | (19,800 | ) |        |  
|Shares issued for acquisition of BPECS   |  |              | 1,000,000   |   |             |   | 100    |              |  |   | (100        | ) |  |               | -       |   |        |  
|Shareholder contributions                |  |              | -           |   |             |   | -      |              |  |   | -           |   |  |               | 18,835  |   |        |  
|Net loss                                 |  |              | -           |   |             |   | -      |              |  |   | -           |   |  |               | -       |   |        |  
|Balance, December 31, 2012               |  |              | 94,500,000  |   |             | $ | 9,450  |              |  | $ | (400        | ) |  | $             | 407,085 |   |        | $



The accompanying notes are an integral
part of these financial statements



F-5







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



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.



BioPharma had 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.



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., in exchange for 1,000,000 shares of the voting
common stock of BioPharma. 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.



Basis of Presentation



The accompanying audited financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”),
and include all the notes required by generally accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the financial
statements have been included.



Going Concern



The Company has sustained losses since
its inception on April 20, 2011. It has an accumulated deficit of $148,335 from inception through December 31, 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 and the
ability of the Company to obtain necessary equity financing to continue operations.



The accompanying notes are an integral
part of these financial statements.



F-6







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



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



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



The summary of significant accounting policies
presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and
accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”)
in all material respects, and have been consistently applied in preparing the accompanying financial statements.



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 maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December
31, 2012 and 2011.



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.



The accompanying notes are an integral
part of these financial statements.



F-7







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



Revenue Recognition



The Company recognizes revenue in accordance
with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”.  In
all cases, 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 December 31, 2012 and 2011, there were no deferred taxes.



Share Based Compensation



The Company applies ASC 718, Shares-Based
Compensation to account for its service providers’ share-based payments.  Common stock of the Company was given
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 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 is the same.   As of December
31, 2012 and 2011, there were no outstanding dilutive securities.



The accompanying
notes are an integral part of these financial statements.



F-8







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



The following table represents the computation
of basic and diluted losses per share:



|                                                               |  | Year ended  December 31,  2012 |            |   | The period from  inception (April 20,  2011) through    December 31, 2011 |  
|-------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ------------------------------------------------------------------------- | -
|Loss available for common shareholder                          |  | $                              | (144,839   | ) |                                                                           | $
|Basic and fully diluted loss per share                         |  | $                              | (0.00      | ) |                                                                           | $
|Weighted average common shares outstanding - basic and diluted |  |                                | 94,031,747 |   |                                                                           |  



Net loss per share is based upon the weighted
average shares of common stock outstanding.



Recent Accounting Pronouncements



Adopted



Effective January 2012, the Company adopted
ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04).
ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting
Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing
fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information
about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements
under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual
periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.



Effective January 2012, the Company adopted
ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items
reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB.
The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of
comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive
Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05
that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other
comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for
fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have
a material impact on the financial statements.



The accompanying notes are an integral
part of these financial statements.



F-9







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



Not Adopted



In December 2011, the FASB issued 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 its financial statements to understand the effect of those arrangements on its 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 Company is evaluating the effect, if any; adoption of ASU 2011-11 will have on its financial statements.



In February 2013, the FASB issued 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
crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim
reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02
will have on its financial statements.



3. PREPAID EXPENSE



In July 2011, the Company entered into
an engagement agreement with Tiber Creek Corporation, a Delaware corporation (“Tiber Creek”), whereby Tiber Creek would
provide assistance in, among other things, effecting transactions for the Company to become a public reporting company, transferring
control of a reporting company, entering into a business combination agreement with an operating company, causing the preparation
and filing of forms (including a registration statement, with the Securities and Exchange Commission), and assisting in maintaining
relationships with broker-dealers and market-makers. Tiber Creek also received cash fees of $85,000 from the Company for its services
which was recorded initially as prepaid expenses till the performance of the agreed upon services, these fees were expensed and
charged to operation during 2012.



4. 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.



On October 11, 2012, the Company consummated
the acquisition of BioPharmaceutical Process Engineering and Consulting Services (“BPECS”), a component of GMR Engineering
Inc. (“GMR”), in a stock-for-assets transaction (the “Acquisition”). The Acquisition was effected by the
Company through the issuance of 1,000,000 shares of the Company’s common stock to the sole shareholder of GMR who also serves
as the President and director of the Company. BPECS consists of the components of GMR which comprise its consulting, design and
engineering services. The purpose of the Acquisition was to transition the customers and the services business of GMR (via BPECS)
to the Company. No physical assets were transferred as part of the Acquisition. The total net carrying value of the intangible
assets acquired was nil. Accordingly the Company has recorded the 1,000,000 shares of common stock issued at par value with the
corresponding offset to common stock discount.



The accompanying notes are an integral
part of these financial statements.



F-10







BIOPHARMA MANUFACTURING SOLUTIONS, INC.

Notes to Financial Statements



During the year ended December 31, 2012,
the Company’s President paid certain operating expenses, consisting of salaries and overhead expenses, on behalf of the Company.
These expenses amounted to $18,835 and have been recorded to Additional paid-in capital as a shareholder contribution.



5. COMMON STOCK



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



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 for $401,050.



On January 2, 2012 the Company issued 1,850,000
shares of its common stock at $0.001 per share to five investors for the total price of $15,350.



On January 2, 2012 the Company redeemed
2,000,000 shares of common stock owned by 2 shareholders for aggregate consideration paid of $20,000.



On October 11, 2012, the Company issued
1,000,000 shares of common stock to its President in connection with the acquisition of BPECS.



The accompanying notes are an integral
part of these financial statements.



F-11











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Director of

GMR Engineering Inc.:



We have audited the accompanying carve-out
balance sheets as of December 31, 2011 and October 10, 2012 and the income statement, statements of equity and statements of cash
flows of BioPharmaceutical Process Engineering and Consulting Services (the "Company")for the year ended December 31,
2011 and for the period from January 1, 2012 through October 10, 2012. These carve-out financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these carve-out financial statements based on
our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.



In our opinion, the carve-out financial statements referred
to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and October 10,
2012 and the income statements and the statements of cash flows for the year ended December 31, 2011 and for the period from January
1, 2012 through October 10, 2012 in conformity with accounting principles generally accepted in the United States of America.



|/s/ Anton & Chia, LLP     | 
|------------------------- | 
|                          | 
|Newport Beach, California | 
|                          | 
|December 15, 2012         | 



15







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES



CARVE-OUT BALANCE SHEETS

AS OF OCTOBER 10, 2012 AND DECEMBER 31,
2011



|                               |  | October 10, 2012 |         |  | December 31, 2011 |  
|------------------------------ |  | ---------------- | ------- |  | ----------------- | -
|ASSETS                         |  |                  |         |  |                   |  
|                               |  |                  |         |  |                   |  
|Current assets                 |  |                  |         |  |                   |  
|Cash                           |  | $                | -       |  |                   | $
|Prepaid expenses               |  |                  | 1,167   |  |                   |  
|Due from GMR Engineering, Inc. |  |                  | 472,127 |  |                   |  
|Total assets                   |  | $                | 473,294 |  |                   | $
|                               |  |                  |         |  |                   |  
|LIABILITIES AND EQUITY         |  |                  |         |  |                   |  
|                               |  |                  |         |  |                   |  
|Credit line                    |  | $                | 23,718  |  |                   |  
|Accrued liabilities            |  |                  | 10,074  |  |                   |  
|Equity                         |  |                  | 439,503 |  |                   |  
|Total liabilities and equity   |  | $                | 473,294 |  |                   | $



16







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES



CARVE-OUT INCOME STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2012 THROUGH
OCTOBER 10, 2012

AND THE YEAR ENDED DECEMBER 31, 2011



|                                    |  | For the period  from January 1,  2012 to October  10, 2012 |         |  | Year ended  December 31,  2011 |  
|----------------------------------- |  | ---------------------------------------------------------- | ------- |  | ------------------------------ | -
|                                    |  |                                                            |         |  |                                |  
|Revenues - net                      |  | $                                                          | 203,817 |  |                                | $
|                                    |  |                                                            |         |  |                                |  
|Operating expenses                  |  |                                                            |         |  |                                |  
|Salaries                            |  |                                                            | 96,059  |  |                                |  
|General and administrative expenses |  |                                                            | 14,286  |  |                                |  
|Total operating expenses            |  |                                                            | 110,345 |  |                                |  
|                                    |  |                                                            |         |  |                                |  
|Operating income                    |  |                                                            | 93,472  |  |                                |  
|                                    |  |                                                            |         |  |                                |  
|Interest expense                    |  |                                                            | 1,498   |  |                                |  
|                                    |  |                                                            |         |  |                                |  
|Income tax                          |  |                                                            | -       |  |                                |  
|                                    |  |                                                            |         |  |                                |  
|Net income                          |  | $                                                          | 91,974  |  |                                | $



17







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES



CARVE-OUT STATEMENTS OF EQUITY

FOR THE PERIOD  FROM JANUARY
1, 2012 THROUGH OCTOBER 10, 2012

AND THE YEAR ENDED DECEMBER 31, 2011



|Balance at January 1, 2011   |  | $ | 4,852   | 
|---------------------------- |  | - | ------- | 
|                             |  |   |         | 
|Equity contribution          |  |   | 133,866 | 
|                             |  |   |         | 
|Net income                   |  |   | 91,157  | 
|Balance at December 31, 2011 |  |   | 229,875 | 
|                             |  |   |         | 
|Equity contribution          |  |   | 117,654 | 
|                             |  |   |         | 
|Net income                   |  |   | 91,974  | 
|                             |  |   |         | 
|Balance at October 10, 2012  |  | $ | 439,503 | 



18







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES



CARVE-OUT STATEMENTS OF CASH FLOWS

FOR THE PERIOD  FROM JANUARY
1, 2012 THROUGH OCTOBER 10, 2012 AND THE YEAR

ENDED DECEMBER 31, 2011



|                                            |  | For the period from January 1, 2012 to October 10, 2012 |          |   | Year ended December 31, 2011 |  
|------------------------------------------- |  | ------------------------------------------------------- | -------- | - | ---------------------------- | -
|                                            |  |                                                         |          |   |                              |  
|OPERATING ACTIVITIES                        |  |                                                         |          |   |                              |  
|Net income                                  |  | $                                                       | 91,974   |   |                              | $
|Changes in operating assets and liabilities |  |                                                         |          |   |                              |  
|Prepaid expenses                            |  |                                                         | (1,167   | ) |                              |  
|Accrued liabilities                         |  |                                                         | (2,682   | ) |                              |  
|Due from GMR Engineering, Inc.              |  |                                                         | (203,817 | ) |                              |  
|Net cash used in operating activities       |  |                                                         | (115,692 | ) |                              |  
|                                            |  |                                                         |          |   |                              |  
|                                            |  |                                                         |          |   |                              |  
|FINANCING ACTIVITIES                        |  |                                                         |          |   |                              |  
|Credit line                                 |  |                                                         | (1,962   | ) |                              |  
|Capital contribution                        |  |                                                         | 117,654  |   |                              |  
|Net cash provided by financing activities   |  |                                                         | 115,692  |   |                              |  
|                                            |  |                                                         |          |   |                              |  
|Net (decrease) increase in cash             |  |                                                         | -        |   |                              |  
|                                            |  |                                                         |          |   |                              |  
|Cash, beginning of year                     |  |                                                         | -        |   |                              |  
|                                            |  |                                                         |          |   |                              |  
|Cash, end of year                           |  | $                                                       | -        |   |                              | $



19







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES

NOTES TO CARVE-OUT FINANCIAL STATEMENTS



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



Organization



BioPharmaceutical Process Engineering and
Consulting Services is a component of GMR Engineering Inc. (S-Corporation). BioPharmaceutical Process Engineering and Consulting
Services may also be referred in these notes to the carve-out financial statements as “BPECs”, “the Business”,
“the Company”, “we”, “us” or “our.”



The Company provides technology transfer
and scale-up, process engineering, process automation and process validation consulting services to major biotech and pharmaceutical
manufacturers in the Life Sciences industry. The Company assists clients in designing the processes and equipment used to manufacture
biopharmaceutical products, provides the automation systems to monitor and control these manufacturing processes and assists in
validating the manufacturing processes and facilities that house these processes. The Company provides turnkey technical support
to its clients from laboratory formulation through clinical scale and commercial manufacturing, validation, FDA submission and
approval.



GMR Engineering Inc. was incorporated on
June 17, 1996 under the laws of the State of California, to engage in professional practice in automated process control and instrumentation
systems in the pharmaceutical industry.



Basis of presentation



The accompanying carve-out financial statements
of BioPharmaceutical Process Engineering and Consulting Services have been prepared from the historical accounting records of GMR
Engineering Inc. Historically, financial statements have not been prepared on a stand-alone basis for BioPharmaceutical Process
Engineering and Consulting Services, as it has not operated separately from GMR Engineering Inc. These financial statements reflect
the carve-out results of revenues and expenses for BioPharmaceutical Process Engineering and Consulting Services in a manner consistent
with how GMR Engineering Inc. managed the Business. All material revenues and expenses specifically identified to the Business
have been presented in the carve-out financial statements in accordance with SAB.Topic 1B1, Allocation of Expenses and Related
Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity (SAB No. 55). BPECS
has been allocated its portion of the following line items from GMR Engineering, Inc. utilizing total revenues and the revenues
for each division. BPECs has been allocated its portion of prepaid expenses pertaining to software licensing, the line credit and
accrued liabilities. The BPECs division does not utilize material amounts of equipment as it was simply the principal owner handling
the day to day operations so no equipment was transferred to BPECs. GMR Engineering, Inc. is a non-taxable entity therefore no
accrued or income tax expenses were allocated to BPECs. BPECs was allocated revenues based on its direct contracts obtained. Salaries,
consultant expenses and general overhead and expenses (which includes advertising, accounting, legal and other selling, general
and administrative expenses) were allocated based on relative revenues based on GMR’s Engineering, Inc’s total revenues.
The carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United
States (“US GAAP”).



Use of estimates



The preparation of carve-out financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



Prepaid expenses



The Company prepays for its engineering
software and other licenses (“Contracts”) at the beginning of the contract and the contractual arrangement is for a
twelve month period and is prepaid at the beginning of the year. The prepaid expenses are amortized over the term of the Contracts.
As of October 31, 2012, there was two months remaining on the Contracts where as of December 31, 2011 the full balance was paid.



20







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES

NOTES TO CARVE-OUT FINANCIAL STATEMENTS



Equipment



The Company does not have any material
equipment as it’s a services business and all software and computers are expensed in the first twelve months as part of general
and administrative expenses.



Line of credit



GMR Engineering maintained a line of credit
to finance its business. GMR Engineering has allocated approximately 20% of the total line of credit balance to BPECs which is
its relative usage of the line of credit as BPECs is a service business. The line of credit is personally guaranteed by the owner
of GMR Engineering and GMR Engineering has a maximum available balance of $130,000 with an annual interest rate of 8.75%.



Revenue recognition



Revenues are derived from process engineering,
designing, customization, and software automation for certain pharmaceutical and biotechnological equipment. We recognize revenue
on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is
recognized when we have evidence of an arrangement, a determinable fee, and when collection is considered to be probable and our
services are completed.  At the time of transfer of BPECS to Biopharma Manufacturing Solutions Inc. (“BioPharma”),
no revenue contracts were transferred from GMR Engineering, Inc (“GMR”).as all of GMR’s contracts, that included
BPECs engineering services, had already been completed and respective revenues collected prior to the transfer. However, all of
BPECs engineering capabilities were transferred from GMR to BioPharma at that time. As a result of the transfer of BPECs engineering
capabilities, Biopharma Manufacturing Solutions Inc. was subsequently able to perform on, and complete, its first independent engineering
service contract and realize revenue in the 4th Quarter of 2012.



Concentration of risks



Concentration of customers



There were one client and two clients representing
10% or more of the Company’s revenue during the period from January 1, 2012 through October 10, 2012 and the year ended December
31, 2011, respectively.



|         |  | 2012 |         |  | 2011 |  
|-------- |  | ---- | ------- |  | ---- | -
|         |  |      |         |  |      |  
|Client 1 |  | $    | 198,817 |  |      | $
|Client 2 |  |      | -       |  |      |  
|Others   |  |      | 5,000   |  |      |  
|         |  | $    | 203,817 |  |      | $



Salaries



Salaries are accrued and expensed in the
period in which the associated services are rendered by employees and contractors to the business. Salaries include payroll taxes
both the employee and employer. Salary expenses for the period from January 1, 2012 by October 10, 2012 and the year ended December
31, 2011, consisted of the following:



21







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES

NOTES TO CARVE-OUT FINANCIAL STATEMENTS



|                      |  | 2012 |        |  | 2011 |  
|--------------------- |  | ---- | ------ |  | ---- | -
|                      |  |      |        |  |      |  
|Direct hire employees |  | $    | 82,809 |  |      | $
|Contractors           |  |      | 13,250 |  |      |  
|                      |  |      |        |  |      |  
|                      |  | $    | 96,059 |  |      | $



General and administrative expenses



As part of the carve out allocation, BioPharmaceutical
Process Engineering and Consulting Services has been allocated general and administrative expenses from GMR Engineering, Inc. based
on a historical percentage of revenues. Management believes that this method to allocate expenses is reasonable. General and administrative
expenses mainly consist of office expenses, out-of-pocket traveling expenses, accounting and consulting fees and insurance.



Income tax expenses



The Company is taxed as an S- Corporation
under the provisions of federal and state tax codes. Under federal laws, taxes based on income of an S- Corporation are payable
by the shareholders individually. Accordingly, no provision for federal income taxes has been made in the accompanying carve-out
financial statements.



Equity and due from GMR Engineering,
Inc.



During the period ended October 10, 2012
and the year ended December 31, 2011 GMR Engineering, Inc. paid portion of the operating expenses, consisting of salaries and overhead
expenses, on behalf of the Company. These expenses amounted to $117,654 and $133,866, respectively and have been recorded as equity
since BioPharmaceutical Process Engineering and Consulting Services is not obligated to repay the amounts to GMR Engineering, Inc.



The due from GMR Engineering, Inc. reflects
the net income and cash collected from revenues generated by BioPharmaceutical Process Engineering and Consulting Services that
was retained by GMR Engineering, Inc. There is no interest accrued on this balance. The following represent the activity in the
Due From GMR Engineering Inc. account for the period from January 1, 2011 to October, 10, 2012:



|Balance at January 1, 2011                  |  | $ | 4,852   | 
|------------------------------------------- |  | - | ------- | 
|                                            |  |   |         | 
|Additions to Due from GMR Engineering, Inc. |  |   | 263,458 | 
|Balance at December 31, 2011                |  |   | 268,310 | 
|                                            |  |   |         | 
|Additions to Due from GMR Engineering, Inc. |  |   | 203,817 | 
|Balance at October 10, 2012                 |  | $ | 472,127 | 



22







BIOPHARMACEUTICAL PROCESS ENGINEERING
AND CONSULTING SERVICES

NOTES TO CARVE-OUT FINANCIAL STATEMENTS



General and administrative expenses



General and administrative expenses mainly
consist of office expenses, out-of-pocket traveling expenses, accounting and consulting fees and insurance.



Income tax expenses



The Company is taxed as an S- Corporation
under the provisions of federal and state tax codes. Under federal laws, taxes based on income of an S- Corporation are payable
by the shareholders individually. Accordingly, no provision for federal income taxes has been made in the accompanying carve-out
financial statements.



Subsequent events



In preparing these financial statements,
the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements
were available to be issued, and identified the following required disclosure:



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





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