SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Mark One)



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



For the fiscal year ended December 31, 2013



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



For the transition period from to



Commission File Number 000-54147



BIOPHARMA MANUFACTURING SOLUTIONS, INC.

(Exact name of registrant as specified in
its charter)



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



8001 Irvine Center Dr., Suite 400

Irvine, California 92618

(Address of principal executive offices)



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).

 ̈ Yes x 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.



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 March 25, 2014
| | ------------------------------- | -----------------------------
| |                                 |                              
| | 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, 2013 (the Form 10-K), filed with the U.S. Securities and Exchange Commission on March 31, 2013. 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



History



BioPharma Manufacturing
Solutions, Inc, (the “Company”) provides a broad spectrum of specialized services to the biotechnology and pharmaceutical
industries. The Company was incorporated in the State of Delaware in April 2011, and was formerly known as Beachwood Acquisition
Corporation.



In August 2011, the
Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing
new officers and directors and accepting the resignations of its then existing officers and directors. At that time, the shareholders
of the Company and its board of directors also unanimously approved the change of the Company’s name from Beachwood Acquisition
Corporation to BioPharma Manufacturing Solutions, Inc.



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.



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 assets of GMR. The assets acquired in the Acquisition consisted of the business of BPECS, which
was comprised primarily of services contracts that GMR held with its clients. These contracts were assigned by GMR as part of the
Acquisition and transferred as part of BPECS to the Company. As a result of the Acquisition, the Company acquired the operations
and business of BPECS.



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’s address is 8001 Irvine
Center Dr., Suite 400, Irvine, California 92618. The Company’s main phone number is (562) 244-9785.



Summary



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 lifecycle from concept, risk assessment and design through installation, validation
and Food and Drug Administration (“FDA”) approval.



In a typical situation,
the Company would assist its clients with 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 would then design and/or procure
the requisite manufacturing equipment needed to produce the medicine. Upon completion and receipt of equipment, the Company would
manage installation of procured equipment and the critical utilities required to support this equipment. After installation, the
Company would then assist its clients in the qualification and validation of the installed equipment, critical utilities and automation/electronic
reporting systems. Subsequently, the Company would 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 also provides follow-up
technical services to help its clients address any relevant FDA post-submission questions.



The Company (having
acquired the BPECS portion of GMR) has a 16-year successful business track record in delivering turnkey, fast-track, on-time, on-budget
quality manufacturing processes. The Company is a valuable long-term partner with its clients in being able to provide legacy and
after-market lifecycle support services for FDA-approved biopharmaceutical processes and facilities. The Company also provides
technical assistance in helping its clients resolve CAPA, FDA 483 and Warning Letter issues related to the manufacturing of their
products. For example, the Company provides reliable, secure and efficient automated manufacturing processes and data collection/retrieval
systems designed to reduce the risk of non-compliance, and in addition, the Company provides the analytical expertise to help its
clients determine root causes of compliance failure, and then correct and prevent any future non-compliance issues that might arise
in the lifecycle of a typical biopharmaceutical process and facility.



2







In addition to growing
its existing engineering and consulting services business, future plans for the Company plans include developing in-house manufacturing
capabilities and growing its own line of biopharmaceutical process equipment and automation systems targeted for both clinical
and commercial scale markets.



Additional future
plans for the Company include leveraging its technology transfer, scale-up and process engineering expertise to contract or build
its own modular clinical scale manufacturing facility. The Company’s intent is to cultivate its relationships with industry
and academic research communities and provide technical transfer, scale-up and contract manufacturing services ranging from clinical
scale manufacturing of development-stage medicines to contract manufacturing of generic medicines. The potential scope of medicines
that may benefit from the Company’s services broadly range from development-stage stem-cell cancer treatments or other cutting-edge,
niche clinical medicines to biotechnology and pharmaceutical drugs



The Company believes
that providing a “ready to use” clinical scale manufacturing facility can 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 provide increased commercial opportunities for pharmaceutical companies by improving the chance of success for development-stage
drug projects.



The Industry: Development Services



The Company believes
that the research and development (R&D) process required to bring a drug successfully to market remains a challenging and expensive
process, which requires a unique combination of scientific excellence with a thorough understanding of the business environment.
Accordingly, there is a high attrition rate that exists to convert an early stage life science innovation to an FDA-approved pharmaceutical
and biotechnology product. Many companies that are engaged in this process are simply unable to progress beyond their receipt of
initial funding and basic efforts to develop their products.



Due to the dynamics
of the drug development sector, the Company believes that biotechnology and pharmaceutical companies, both large and small, are
actively looking for new ways to conduct business. Any solution that will accelerate success in this difficult environment should
hold appeal, and in particular, better abilities to discover, develop and deliver new drugs. In addition, companies want to find
avenues to manufacture these drugs more cost-effectively and to sell and market them more successfully once developed. The Company
believes that a novel and integrated solution - a “virtual company” offers many benefits. Such a virtual company would
allow the company to retain key intellectual expertise while outsourcing or partnering with specialized pharmaceuticals firms that
can provide complimentary drug research, development and manufacturing expertise.



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.



The Market



Based upon publically
available information (including the IMAP Pharmaceutical Research Report), the Company expects that the global pharmaceutical market
would grow by 8.3% and reach approximately $875 billion as of year-end 2010. 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, that the pharmaceutical and biotechnology
industry is estimated to have over 795 active development projects in the North American market valued at about $26 billion, of
which approximately $14 billion in activity per year actually occurs. Even with a slowing economy and less growth in the overall
pharmaceutical industry, the Company believes that 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







The Company’s Presence in the
Market



BPECS (through GMR
formerly) has established a solid presence and reputation for success in the biopharmaceutical marketplace for the past 16 years.
The Company intends to use 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 also plans to build 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.



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



Manufacturing Capabilities and Equipment
Product Expansion



The Company plans
to design, build and develop its own proprietary biopharmaceutical process equipment. The Company plans to self-fund this new project
through capital reserves and/or profits generated from its engineering and consulting services business. If needed, in the future,
the Company may seek to negotiate standard credit terms with parts suppliers or other vendors to manage cash flow and financing.
The expertise for the equipment designs will be obtained through the engineering capabilities that the Company now possesses (due
to its acquisition of BPECS) and the design experience of the Chief Executive Officer, Mr. Gary Riccio, of the Company. As the
Company develops new equipment designs, its goal is to file for intellectual property protection (such as patents) on these designs.



The Company has identified
several important milestones to achieve in the development and growth of the biopharmaceutical equipment segment of the Company’s
business. The overall estimated time from initial fabrication to delivery of an equipment product is expected to be approximately
six months. The projected sequence of events and milestones is the following:





| | · | Product Design
| | - | --------------



| | · | Development of Marketing Brochures and Sales Literature
| | - | -------------------------------------------------------



| | · | Sale of Product Concept To Client
| | - | ---------------------------------



| | · | Receipt of Down-payment from Client
| | - | -----------------------------------



| | · | Fabricate Product
| | - | -----------------



| | · | Deliver Finished Product To Client
| | - | ----------------------------------



| | · | Validation Of Equipment at Client Facility
| | - | ------------------------------------------



| | · | FDA Approval for Client Production Use
| | - | --------------------------------------



The principal steps
and timeframe in manufacturing products is expected to correspond to the implementations schedule described below:



|Principal Steps and Projected Timeline:                                            | Estimated Implementation Schedule
|---------------------------------------------------------------------------------- | ---------------------------------
|                                                                                   |                                  
|Receipt of Sales Order from Client                                                 | Start Date                       
|Generate Equipment Fabrication Drawings and Bill of Materials                      | Week 1-2                         
|Receive Approved Drawing from Client                                               | Week 3-4                         
|Purchase Required Components (Mechanical, Electrical, Instrumentation, Computer)   | Week 5-6                         
|Fabricate sub-assemblies of prototype                                              | Week 7-11                        
|Assemble Prototype                                                                 | Week 12-14                       
|Initial Testing                                                                    | Week 15                          
|Review Tests and Finalize Design                                                   | Week 16                          
|Implement Final Modifications                                                      | Week 17-18                       
|Perform Final Tests                                                                | Week 19                          
|Generate Turnover Package (equipment/training manuals, quality test) Documentation | Week 20                          
|Deliver Final Product                                                              | Week 21                          
|Train Client Operations and Maintenance Personnel on Equipment                     | Week 22                          
|Support Clients In-House Validation of Equipment for Use with Their Product        | 1 Week (Per Client Schedule)     
|Support Client in FDA Submission to Use Equipment for Production Use               | 1 Week (Per Client Schedule)     



4







The initial prototype
development cost for the equipment is expected to exceed the market price of the final production model (i.e. initial prototype
development costs are estimated to reach $50,000 versus an expected $32,000 sales price, as determined from pre-bidding on projects
with potential clients). However, final production model costs (after prototyping in complete) will be lower than the anticipated
sales price. The estimated break-down of product costs for the prototype is shown below:



Product Cost Breakdown (approx.)
:



|Initial design costs:                                    |  | $ | 2,000  | 
|-------------------------------------------------------- |  | - | ------ | 
|                                                         |  |   |        | 
|Equipment Purchase:                                      |  |   |        | 
|Computer Control System Hardware                         |  | $ | 6,000  | 
|Computer Control System Software                         |  | $ | 4,000  | 
|Mechanical equipment (valves, pump, tubing)              |  | $ | 6,000  | 
|Electrical equipment (motors, heater, components)        |  | $ | 4,000  | 
|Instruments                                              |  | $ | 6,000  | 
|                                                         |  |   |        | 
|Software Programming                                     |  | $ | 7,000  | 
|Mechanical Assembly (welding, mounting)                  |  | $ | 6,000  | 
|Electrical Installation (wiring, mounting, terminations) |  | $ | 4,000  | 
|Testing                                                  |  | $ | 3,000  | 
|Documentation                                            |  | $ | 1,000  | 
|Validation Support (At Client Facility)                  |  | $ | 2,000  | 
|Post-FDA Submission Support                              |  | $ | 1,000  | 
|                                                         |  |   |        | 
|Total Production Development Cost (approx.):             |  | $ | 50,000 | 



There are key items
which the Company must focus on in order to succeed in its development and launch of the equipment products, including the following:



-Focusing on solving
niche problem areas in clients’ manufacturing processes

-Developing innovative
and competitively-priced equipment solutions that solve client problems

-Filing for patents
on the Company’s designs

-Actively marketing
the Company’s products

-Delivering products
per clients’ schedules and budget requirements

-Supporting clients’
validation and FDA submission efforts



There are no conditions
inhibiting development of the Company’s manufacturing equipment plans. The products will generally be built and/or made to
order, hence reducing the risk of unused and/or accumulated inventory. The Company plans to self-fund the initial launch, development
and sales and marketing efforts from existing capital reserves and ongoing cash flow and profits from its services business operations.



Competition



The Company operates
in a competitive environment with numerous participants being able to offer services that can fulfill the needs to biotechnology
and pharmaceutical clients. The Company believes that as the overall pharmaceutical and biotechnology industry continues to experience
heavy competition, established longstanding service providers (such as BPECS) will be required to compete more effectively and
offer better solutions at more cost-effective prices in order to retain their competitive advantages. The Company believes that
it has a solid market position within this competitive marketplace, because BPECS has an established track record and the Company
can offer efficient, client-friendly service solutions that many larger established competitors are unable to provide clients.



In the Company’s
existing process engineering services business, the Company believes that there are numerous competitors, since the marketplace
is widely fragmented and many small service firms can easily set up a business and operate. Other than the skill set required to
provide the underlying services that BPECS offers, the barriers to entry are low. In the Company’s proposed expanded business,
including its proposed line of process equipment, there are at least five or six well-reputed competitors. One area in which the
Company believes that its expertise on delivering FDA-approved manufacturing process systems gives it an advantage over these competitors
is in developing process equipment that will address niche concerns or problem areas for its clients. This capability had been
obtained from years on working in the clean rooms and manufacturing floor of its clients. In the future, the Company would seek
to patent the designs of its newly developed equipment.



5







It is difficult to
obtain an accurate estimate of the competition in the industry as it is based on a number of factors: the valued-added design and
engineering expertise of the competitor; designs for more efficient systems and equipment; and differentiation in the scope of
services and equipment being offered. For example, many competitors provide equipment only, but they do not provide the engineering,
automation, project management and validation services that are also provided by the Company. Others provide engineering and consulting
services but cannot design or build process equipment that can solve the specific manufacturing problems of the industry.



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.



Generally, larger
contractors do not “hand-hold” the client through the commissioning/start-up, equipment and process validation phases
of the project which are often more critical to the project’s success. By contrast, the Company, as a smaller firm, has built
its reputation on working with its clients to solve factory-floor manufacturing problems. These services often play an important
role in getting a newly installed biopharmaceutical facility out of the installation phase and into the validation phase leading
up to FDA submission. This type of experience also extends to post-submission and legacy manufacturing processes where the Company
can assist its clients in helping them resolve, as well as prevent, FDA warning letter and 483 citations.



The Company considers
itself to be a smaller firm operating in the marketplace, but able to compete with larger companies, due to the Company’s
client-centric focus and ability to work closely with clients throughout the process.



Operations



The Company’s
services are requested by clients on a year-round basis, and typically, there is no material effect of seasonality on the ongoing
business of the Company.



The Company obtains
most of its business through the established market presence of BPECS and its previous relationship with GMR. The Company maintains
a limited employee workforce and conducts most of its operations through sub-contractors and other personnel who assist the Company
in completing specific projects and tasks.



Over time, the Company
expects that it will develop more business on its own (i.e. without affiliation or relationship with GMR existing clients or relationships)
and that it will build a larger employee base. However, in the short term, the Company expects that its business will generally
continue to involve a large degree of sub-contractors and outsourced project work for its clients.



In its services offerings,
the Company offers industry-standard warranties on defective parts and the labor to replace them. The Company anticipates that
it will continue to offer such warranties, and it will need to reserve and dedicate resources needed to meet its warranty obligations.



Relationship with GMR



GMR is an entity which
was under common control by Mr. Riccio (the sole officer and director of the Company) until December 31, 2013, at which time he
resigned his position as Chief Executive Officer of GMR. The Company which previously used office space free-of-charge provided
by GMR has recently entered into an agreement to rent virtual office space.



The Company does not
expect that GMR would ever 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, Mr. 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 many 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 likelihood of
a conflict of interest between GMR and the Company regarding customers and their business is low.



6







Strategic Partners and Suppliers



Other than its relationship
with GMR, the Company does not believe that strategic partnerships are likely to be a major component of the Company’s operating
strategy. With the exception of GMR, the Company has no strategic partners.



The Company does work
extensively with a variety of subcontractors and service providers that assist the Company in delivery services to BPECS clients.
The subcontractors and service providers are critical to the Company’s ability to timely provide cost-effective specialized
services to its clients.



The Company does not
currently require any special or customized raw materials in its business. All materials needed for the Company’s operations
are readily available from various suppliers in the general marketplace. The Company plans to continue to use brand name components
in its business, and will require minimum spare parts to support its customers. The Company has identified alternate suppliers
in the event of the loss of a major supplier of the Company. Over the longer-term, the Company’s business plans include the
development of contract manufacturing operations for clinical scale development drugs; at such time, specialized or customized
raw materials may be required.



Governmental Regulations



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.



Marketing Strategy



The Company has conducted
limited advertising and marketing to date as the primary focus of the Company since inception has been to concentrate on delivering
service to clients. The Company has not given substantial attention to constructing the marketing strategy and plans that it will
use to expand and grow its business over the longer term.



The Company eventually
anticipates a modest budget and need for marketing activities. The primary focus of marketing campaigns will be designed to help
the Company find new customers and to increase awareness of the services that the Company offers to its clients. The Company plans
to rely on both traditional marketing and online marketing opportunities to increase awareness of its services.



Sales Strategy



The Company expects
that its sales team will work closely with the marketing team to convert prospects into new customers. To date, the Company has
developed a limited sales organization, but it expects to build a more active sales presence to position itself for growth and
expansion. Until the present time, the Company has conducted all of its sales efforts through direct sales to its clients through
personnel of the Company. In the future, the Company expects that it may hire additional personnel to support its sales efforts.



Relationship with Tiber Creek Corporation



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. In addition, each of the Company’s then-current shareholders, Tiber
Creek and MB Americus, LLC, a California limited liability company (“MB Americus”), were each permitted to retain 750,000
shares in the Company.



In general, Tiber
Creek holds interests in inactive Delaware corporations which may be used by issuers (such as the Company) to reincorporate their
business in the State of Delaware and capitalize the issuer at a level and in a manner (i.e. the number of authorized shares and
rights and preferences of shareholders) that is appropriate for a public company. Otherwise, these corporations, such as Beachwood
Acquisition Corporation, are inactive and Tiber Creek does not conduct any business in such corporations.



James Cassidy (an
officer and director of Tiber Creek) and James McKillop (who is the sole owner of MB Americus, an affiliate of Tiber Creek) serve
only as interim officers and directors of these corporations (such as Beachwood Acquisition Corporation) until such time as the
changes of control in such corporations are effectuated to the ultimate registering issuers. As the role of Tiber Creek is essentially
limited to preparing the corporate structure and organizing the Company for becoming a public company, the roles of Mr. Cassidy
and Mr. McKillop are generally limited to facilitating such change of control and securities registration transactions.



Intellectual Property



At present, the Company
does not possess any intellectual property protection. The Company may decide in the future to pursue efforts to protect its intellectual
property, trade secrets and proprietary methods and processes.



Research and Development



As a services-oriented
business, the Company has not to date undertaken, and does not currently plan to undertake, any material research and development
activities in its operations.



Employees



The Company presently
has one (1) employee, which consists of its one (1) executive officer. At present, the employee/officer receives a salary. No salaries
or compensation have been accrued. The employee/officer 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.



7







The Company currently
has no employees other than its officer, but it expects that it will hire additional personnel as the Company implements its business
plan.



Reports to Security Holders



The Company has filed
a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect
to the shares of its common stock. This prospectus is filed as a part of that registration statement, but does not contain all
of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries
of the material terms of the referenced contracts, agreements or documents of the company. Reference is made to the Company’s
registration statement and each exhibit attached to it for a more detailed description of matters involving the Company. A potential
investor may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission, along
with any other filings of the Company, as described below.



In June 2011, the
Company filed a Form 10-12G general registration of securities pursuant to the Securities Exchange Act of 1934 and is a reporting
company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding
information. 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 same.



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 1A.             RISK
FACTORS



An investment in our common stock involves
a high degree of risk. You should carefully consider the risks described below, together with all of the other information included
in this Annual Report, before making an investment decision. If any of the following risks actually occurs, our business, financial
condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may
lose all or part of your investment. You should read the section entitled "Special Notes Regarding Forward-Looking Statements"
for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the
context of this report.



The Company’s operations business
may not perform well as an entity separate from GMR.



Up until the time
of the Acquisition, BPECS was a constituent part of the entity GMR. As such, BPECS benefited from the longstanding reputation and
industry acceptance afforded to GMR, which has a track record of more than 16 years in the industry. The Company may not be able
to continue to generate business, maintain client relationships and/or expand its operations as an entity that is separate from
GMR. The Company has already received purchase order contracts for its services from a major pharmaceutical company and is in the
process of fulfilling its contractual obligations under these projects (these purchase orders were initially received through GMR’s
reputation with the client, which helped secured the first purchase order; however, all of the project execution and work under
the purchase orders are the sole responsibility of the Company, and having already successfully completed work on one of the first
contracts for the client, the Company is now an approved supplier of the client and solicits business from, and works directly
with, the client free from the involvement of GMR). As such, the Company is currently performing three engineering service contracts
that it was awarded in May and June of 2013.



The Company only has one significant
customer relationship, which exposes the Company to a substantial client concentration risk.



As of December 31,
2013, the Company only had one significant customer relationship, and as such, the Company’s business is dependent on its
existing customer relationship (subsequently, the Company has started doing work for two separate divisions of its major client
and is also working on a project for another company). The Company is in the process of building additional customer relationships
and seeking out new customers. However, until the Company obtains additional customers, the Company will be exposed to a substantial
client concentration risk as a result of having only one customer relationship. The loss of this customer could have a severely
adverse effect on the Company’s business and operations.



8







No assurance of continued market acceptance.



There can be no assurance
that the Company’s services will have any competitive advantages. Also, there is no assurance that the market reception will
be positive, or will continue at all, for BPECS.



It may be difficult for any prospective
investor to properly assess the Company’s profitability or performance.



It is difficult for
an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan.
The Company has limited financial results upon which an investor may judge its potential, and has only recently become separate
of GMR. The Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and
expenses. An investor will be required to make an investment decision based solely on the Company management’s history and
its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s
industry. An investor will have to evaluate how the Company will perform without being a part of GMR on a forward-looking basis.



Even with the Company
initially benefiting from its relationship with an established business such as GMR, there is risk still associated with both maintaining
the existing business and growing the new business. There is also risk in maintaining or increasing profitability in these businesses.
BPECS was an integral part of GMR’s success for over 16 years. The Company believes that the same overall business strategy,
commitment to providing quality service, and key personnel instrumental in BPECS’ success, would all transfer as benefits
and assets to the Company’s future success.



The Company has a small financial and
accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect
its ability to attract and retain qualified officers and directors.



The Company has a
limited finance and accounting organization, and the rigorous demands of being a public company require a structured and developed
finance and accounting group. As a reporting company, the Company is already subject to the reporting requirements of the Securities
Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant
accounting, legal and financial compliance costs which may be prohibitive to the Company as it operates and further develops its
business, services and scope.. These costs have made, and will continue to make, some activities more difficult, time consuming
or costly and may place significant strain on its personnel, systems and resources.



The Securities Exchange
Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over
financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial
reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted
from other business concerns, which could have a material adverse effect on the development of the Company's business, financial
condition and results of operations.



These rules and regulations
may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is
unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially
those directors who may be deemed independent, will be significantly curtailed. The Company’s management is actively addressing
this risk by working with experienced accountants who are working with the Company to create and implement the systems and procedures
in place necessary to meet disclosure and financial reporting requirements.



If the Company is unable to generate
sufficient cash from operations, it may find it necessary to curtail development and operational activities.



The Company has an
extensive business plan to foster its growth and continued expansion. If the Company is unable to generate sufficient cash from
its ongoing operations, then it would not be able to proceed with its business plan or possibly to successfully develop its planned
expansion or broader operations at all.



The operations of the Company are speculative.



The success of the
proposed business plan of the Company will depend to a great extent on the operations, financial condition and management of the
Company. Although the Company has a business plan and intends to execute its overall business strategy, limited operations have
been conducted to date as an entity separate from GMR. As minimal revenues have been finalized and consummated as a business separate
from GMR, the proposed operations of the Company remain speculative. The Company completed its first independent contract with
a major pharmaceutical company and booked revenue for this contract in the fourth quarter of 2012.



The Company may not be able to obtain
capital necessary to carry out its intended business plans and operations.



The Company may require
capital in order to implement its intended business plans and operations. If the Company is unable to generate such capital through
operations or obtain such capital from third party sources (such as, without limitation, from other investors, banks and/or other
lenders), the ability of the Company to succeed will be significantly harmed. There is no assurance that the Company will be able
to obtain any capital from outside sources.



One of the Company’s officers
and directors beneficially owns and will continue to own a significant portion of the Company’s common stock and, as a result,
can exercise control over stockholder and corporate actions.



Mr. Gary Riccio, the
sole officer and director of the Company, is currently the beneficial owner of greater than 25% of the Company’s outstanding
common stock and assuming sale of all the Shares, will still own a similar percentage of the Company’s then outstanding common
stock upon closing of the offering. As such, he will be able to exercise significant control on matters requiring approval by stockholders,
including the election of directors and approval of significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market
price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares.
The Company plans to address these risks by building a board of directors, business management infrastructure and technical services
team.



The Company depends on its management
to manage its business effectively.



The Company’s
future success is dependent in large part upon its ability to understand and operate its business plan and to attract and retain
highly skilled management, operational and executive personnel. In particular, due to the nature of the Company's business, its
future success is highly dependent on its officers, to provide the necessary experience and background to execute the Company's
business plan. The loss of any officer’s services, particularly Mr. Gary Riccio, could impede the Company’s ability
to continue to operate, to grow its business and to develop its objectives, and as such, would negatively impact the Company's
possible overall success.



Government regulation could negatively
impact the business.



The Company’s
business segments may be subject to various government regulations in the jurisdictions in which they operate, but the Company
does not believe that any such regulations are outside of the ordinary course of most business enterprises (e.g. basic business
licenses. etc). Due to the scope of the Company’s operations, the Company could potentially in the future be subject to regulation
by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The
Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any
failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws
and regulations relating to its business or industry. The most likely source of regulation that would adversely affect the business
is the U.S. Food and Drug Administration (FDA).



The Company anticipates
that it will become directly subject to FDA regulations when the Company develops and builds its own modular clinical scale manufacturing
facility. Based upon the Company’s longer-term business development plans stated below, it is anticipated that the time frame
for reaching this FDA regulatory milestone will be in approximately 2017. The Company’s current longer-term business development
plans are the following (which would involve FDA regulations of material impact beginning around 2017):



|2014 and ongoing:    | Develop and expand Engineering and Consulting Services Business                              
|-------------------- | ---------------------------------------------------------------------------------------------
|2015 and thereafter: | Develop, Sell and Market Engineered Process Equipment                                        
|2017 and thereafter: | Build Modular Clinical Scale Manufacturing Facility and Market Contract Manufacturing Service



Complying with FDA
regulations may be lengthy, expensive and uncertain. We have limited experience in establishing and ensuring such compliance. Regulatory
authorities generally have substantial discretion in the application of regulations and determining compliance. Our future need
to comply with FDA regulations may require us to expend more resources than we may have available. Our inability to comply with
the FDA regulations could cause us to delay the implementation of our own modular clinical scale manufacturing facility, or cause
the implementation to be more costly than we anticipate, our could prevent us from implementing our own modular clinical scale
manufacturing facility at all. Any such delay, unanticipated cost overruns or inability to implement our own modular clinical scale
manufacturing facility could have a severe adverse effect on the Company’s business and operations.



9







There has been no prior public market
for the Company’s securities and the lack of such a market may make resale of the stock difficult.



No prior public market
has existed for the Company’s securities and the Company cannot assure any investor that a market will develop subsequent
to this offering. An investor must be fully aware of the long-term nature of an investment in the Company. The Company intends
to apply for quotation of its common stock on the OTC Bulletin Board or OTC Markets as soon as possible which may be while this
offering is still in process. However, the Company does not know if it will be successful in such application, how long such application
will take, or, that if successful, that a market for the common stock will ever develop or continue on the OTC Bulletin Board.
If for any reason the common stock is not listed on the OTC Bulletin Board or a public trading market does not otherwise develop,
investors in the offering may have difficulty selling their common stock should they desire to do so. If the Company is not successful
in its application for quotation on the OTC Bulletin Board, it will apply to have its securities quoted by the Pink OTC Markets,
Inc., real-time quotation service for over-the-counter equities.



The Company does not intend to pay dividends
to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.



The Company does not
project paying dividends but anticipates that it will retain future earnings for funding the Company’s growth and development.
Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not
receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops.
Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for
the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that
the Shares could lose all or a significant portion of their value from the initial price paid in this offering.



The Company’s stock may be considered
a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions
on marketability.



If the Shares commence
trading, the trading price of the Company's common stock may be below $5.00 per share. If the price of the common stock is below
such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities
Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally
involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such
rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and
the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer
must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions
before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.



The Company's election not to opt out
of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.



Pursuant to the JOBS
Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised
accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's
financial statements with any other public company which is not either an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible as possible different or revised standards
may be used.



The recently enacted JOBS Act will also
allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors
and to reduce the amount of information provided in reports filed with the SEC.



The recently enacted
JOBS Act is intended to reduce the regulatory burden on “emerging growth companies. The Company meets the definition of an
emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:



be exempt from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide
an attestation report on the effectiveness of its internal control over financial reporting;



be exempt from the
“say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers)
and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute
arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank
Act and certain disclosure requirements of the Dodd- Frank Act relating to compensation of its chief executive officer;





be permitted to omit
the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of
1934 and instead provide a reduced level of disclosure concerning executive compensation; and



be exempt from any
rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement
to the auditor’s report on the financial statements.



Although the Company
is still evaluating the JOBS Act, it currently intends to take advantage of some or all of the reduced regulatory and reporting
requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has
elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section
102(b) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not
be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so
long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal
control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may
elect not to provide certain information, including certain financial information and certain information regarding compensation
of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult
for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price
of its common stock may be adversely affected.



In general, under
the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities
was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed
fiscal year. The Company will no longer qualify as an emerging growth company after the earliest of:

(i) the completion
of the fiscal year in which the Company has total annual gross revenues of $1 billion or more,

(ii) the completion
of the fiscal year of the fifth anniversary of the Company’s IPO;

(iii) the Company's
issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or

(iv) the Company becoming
a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.



The Company may face significant competition
from companies that serve its industries.



The Company may face
competition from other companies that offer similar solutions. Some of these potential competitors may have longer operating histories,
greater brand recognition, larger client bases and significantly greater financial, technical and marketing resources than the
Company possesses. These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in
customer preferences. These advantages may also allow them to engage in more extensive market research and development, undertake
extensive far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential
customers, employees and strategic partners. The Company believes that its engineering expertise for providing turn-key biopharmaceutical
manufacturing process solutions are, and will be, sufficiently different from existing competition, and that there is limited to
no competition in its local area. However, it is nevertheless possible that potential competitors may have or may rapidly acquire
significant market share. Increased competition may result in price reductions, reduced gross margin and loss of market share.
The Company may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations
and financial condition.



No formal market survey has been conducted.



No independent marketing
survey has been performed to determine the continued and/or potential demand for the Company’s solutions. The Company has
conducted no marketing studies regarding whether the Company’s services would actually be marketable on a larger scale or
appeal to a wider set of clients. Moreover, the Company has not independently confirmed that its planned expansion of services
responds to actual market needs. No assurances can be given that upon marketing, sufficient customer markets and business segments
at BPECS can be developed to sustain the Company’s operations on a continued basis.



The Company may be subject to increasing
environmental and regulatory restrictions and developments, which may result in increased costs, lower revenue and profits and/or
difficulty in conducting business.



Current, or future,
environmental regulations may affect the availability or cost of goods and services, such as natural resources, which are necessary
to operate the Company’s business. Any violation of these laws could adversely affect the Company and its business. The Company’s
operations may necessitate the use and handling of hazardous materials and, as a result, they may be subject to various federal,
state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including (without limitation)
those regulations governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, the cleanup
of contaminated sites and the maintenance of a safe work place. These laws impose penalties, fines and other sanctions for noncompliance
and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other
releases of, or exposure to, hazardous materials. The Company could incur substantial costs as a result of noncompliance with or
liability for cleanup or other costs or damages under these laws. The Company may become subject to more stringent environmental
laws in the future. If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect
on the business, financial condition and results of operations of the Company.



10







The Company has authorized the issuance
of preferred stock with certain preferences.



The board of directors
of the Company is authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock. The board of directors has
the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these
rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion
terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights
of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of
the Company. No such preferred shares or preferences have been issued to date, but such shares or preferences may be issued at
a later time, subject to the sole discretion of the board of directors.



The Company failed to timely file a
Form D



The Company did not
timely file its Form D with the SEC as required under Regulation D of the Securities Act of 1933, as amended, in connection with
its sale of its common stock commencing in August 2011. The Company believes it has complied with the substance of Regulation D
since the Company’s private offering met the requirements of Rule 506 of Regulation D, and the SEC compliance and disclosure
interpretations state that the failure to file a Form D (or the untimely filing thereof) does not eliminate the availability of
the securities exemption under Rule 506 of Regulation D pursuant to which the shares of common stock were sold. However, the Company’s
late filing of the Form D could result in the SEC and state securities administrators issuing fines and/or denying the Company’s
use of Regulation D in future private placements. Any such fines or inability to use Regulation D in future private placements
could have a material adverse impact on the Company.



The Company does not maintain certain
insurance, including errors and omissions and indemnification insurance.



The Company has limited
capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its
officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance,
there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company,
its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed
the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers
and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange
Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.



Intellectual property and/or trade secret
protection may be inadequate.



The Company has not
yet applied for any intellectual property or trade secret protection on any aspects of its business, but the Company does have
plans to obtain patents, copyright, trademarks and/or service marks on all of its equipment, solutions and services in a timeframe
that most reasonably suits the Company’s overall best interests. However, there can be no assurance that the Company can
obtain effective protection against unauthorized duplication or the introduction of substantially similar solutions and services.



The Company is subject to the potential
factors of market and customer changes.



The business of the
Company is susceptible to changing preferences of its clients. The needs of clients are subject to constant change. Although the
Company intends to continue to develop and improve its services to meet changing customer needs and demands of the marketplace,
there can be no assurance that funds for such expenditures will be available, that the Company's competition will not develop similar
or superior capabilities or that the Company will be successful in its internal efforts. The future success of the Company will
depend in part on its ability to respond effectively to rapidly changing trends, industry standards and customer requirements by
adapting and improving the features of its offered services.



ITEM 2. PROPERTIES





On February 24, 2014,
the Company completed an agreement to lease virtual office/meeting room space in a facility operated by Regus in Irvine, CA. This
agreement provides for daily telephone answering, messaging and fax services, use of office space for two days per month with paid
access to conference rooms on an as-needed basis. The lease terms are month to month and the monthly rental payment is $ 219.00
per month. In the future, as may be needed by the future growth of the business, the Company may lease an operational facility
that would allow the Company to expand manufacturing of certain components and equipment used in its business.





11







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



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.



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 10,000,000 shares to Tiber Creek Corporation for total consideration paid for the shares of $1,000. Subsequently,
on August 31, 2011, the Company redeemed an aggregate of 9,250,000 of these shares for the redemption price of $925.



On April 20, 2011
the Company issued 10,000,000 shares to MB Americus, LLC for total consideration paid for the shares of $1,000. Subsequently, on
August 31, 2011, the Company redeemed an aggregate of 9,250,000 of these shares for the redemption price of $925.



On August 31, 2011,
the Company issued 3,000,000 shares of common stock pursuant to a change of control in the Company. The total consideration paid
for the shares was $300.



From August 31, 2011
through January 31, 2013, 89,300,000 shares of common stock were issued by the Company to various investors.



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



From January 1, 2012
to September 30, 2012 the Company issued 350,000 shares of its common stock to two investors for an aggregate price of $350.



On October 11, 2012,
the Company issued 1,000,000 shares of common stock to the sole owner of GMR (the seller of BPECS to the Company), in connection
with the Acquisition.



In November 2012,
the Company redeemed 1,500,000 shares of common stock owned by a shareholder for aggregate consideration paid of $15,000.



In November and December
2012, the Company issued 1,500,000 shares of its common stock to three investors for an aggregate price of $15,000.



The Company intends to use the most of
the proceeds from the sale of its securities to begin implementing its business plan including marketing and advertising its potential
services in the biotech and pharmaceutical industries.



12







ITEM 6. SELECTED FINANCIAL DATA



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



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, 2013 and 2012

BioPharma Manufacturing Solutions, Inc. Summary of Results
of Operations



|                              |  | Years Ended  December 31, |         
|----------------------------- |  | ------------------------- | --------
|                              |  | 2013                      |         
|Revenue                       |  | $                         | 79,757  
|Cost of goods sold            |  |                           | 33,365  
|Gross profit                  |  |                           | 46,392  
|                              |  |                           |         
|Operating expenses:           |  |                           |         
|General and administrative    |  |                           | 145,481 
|Research and development      |  |                           | 4,534   
|Amortization and depreciation |  |                           | 312     
|Total operating expenses      |  |                           | 150,327 
|                              |  |                           |         
|Operating loss                |  |                           | (103,935
|                              |  |                           |         
|Income tax                    |  |                           | -       
|                              |  |                           |         
|Net loss                      |  | $                         | (103,935



Operating Loss; Net Loss



Our net loss decreased by $40,904 to $103,935
from $144,839, for the year ended December 31, 2013 compared to December 31, 2012. The decrease in net loss compared to the prior
year period is primarily a result of increase in gross profit due to the acquisition of BPECS in October 2012 and the revenue generated
from BPECS business and a decrease in professional fees which was higher in 2012 due to the acquisition of BPECS. These changes
are detailed below.



Revenue



Our revenue from the year ended December
31, 2013 was $79,757 compared to $14,318 for the year ended December 31, 2012. All of our revenues in 2013 were derived from the
operations of BPECS engineering contracts which were acquired in October 2012.



Cost of Goods Sold



Our cost of goods sold for the year ended
December 31, 2013 were $33,365, compared to $0 for 2012.  Cost of goods sold represents the cost of equipment we purchase
for resale to our clients and when delivered and installed we transfer the related cost from inventory to cost of sales.



General and Administrative Expenses



General and administrative expenses increased
by $892, to $145,481for the year ended December 31, 2013, from $144,589 for the year ended December 31, 2012. The main components
of general and administrative expenses in 2013 were $61,152 in accounting fees, $8,531 in legal fees, $48,000 in salaries, $7,401
in corporate and SEC filing fees and $20,397 in other office related expenses.



Research and Development



Our research and development cost were
$4,534 for the year ended December 31, 2013, compared to $14,568 for the year ended December 31, 2012.  The decrease was attributable
to more research and development cost were incurred after acquiring BPECS in the fourth quarter of 2012 on parts and software to
build BioPharma’s prototype (GexPro).



13







Salaries



Salaries for 2013 were $48,000 or 60% of
revenues and for the year ended December 31, 2012 were $10,581 or 74% of revenues. As of December 31, 2013, the Company has only
one full time employee.



Liquidity and Capital Resources



At December 31, 2013,
the Company held $202,254 in cash and cash equivalents. The Company has no continuous methods of generating cash other than by
virtue of any profits from operations.



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



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.



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  |   |                                | $



14







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.



Critical Accounting Policies



Use of Estimates



The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts during the
reporting periods.  Actual results could differ from those estimates. Significant estimates and assumptions included
in the Company’s financial statements relate to estimate of loss contingencies and accrued other liabilities.



Fair Value of Financial Instruments



ASC 820-10 (formerly SFAS No. 157,Fair
Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized
and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value
of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.
As of December 31, 2013 and 2012, the carrying value of certain financial instruments such as accounts receivable, accounts payable,
accrued expenses, and amounts due to/from related party approximates fair value due to the short-term nature of such instruments.



Impairment of Long-Lived Assets



In accordance with ASC 350-30 (formerly
SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for
impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such
factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related
asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based
on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows,
of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes
there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand
for the Company’s products under development will continue. Either of these could result in future impairment of long-lived
assets.



15







Recently Issued Accounting Pronouncements



Effective January 2012, FASB 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.



In January 2012, FASB 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.



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.



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



Other recent accounting pronouncements
issued by the FASB and the AICPA did not, or are not believed by management to, have a material impact on the Company’s present
or future financial statements.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



The financial statements
and Report of Independent Registered Accounting Firm for the years ended December 31, 2013 and 2012 are attached to this report.



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



The Company had no
disagreements on any matter of accounting principle or practice, financial statement disclosure or audit scope or procedure with
its accountant.



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, 2013.



16







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, 2013, 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, 2013, based on those criteria.



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



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



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



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



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



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



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.



ITEM 9B. OTHER INFORMATION



There is no information
required to be disclosed on Form 8-K during the fourth quarter covered by this Form 10-K not otherwise reported.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



The following table
sets forth information regarding the members of the Company’s board of directors and its executive officers:



|Name        | Age | Position               | Year Commenced
|----------- | --- | ---------------------- | --------------
|            |     |                        |               
|Gary Riccio | 59  | President and Director | 2011          



Gary Riccio



Mr. Riccio serves
as the sole director and officer of the Company. He also holds the titles of Chief Executive Officer and Chief Financial 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. Mr.
Riccio resigned as an officer and director of GMR Engineering effective December 31, 2013.



17







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 control system design, programming, installation and validation of the Nanofiltration System for
AHF-M Department; and (iii) the 2010 custom design, fabrication, automation and validation of the Nanofiltration System for Virus
Removal currently approved by the FDA to begin manufacturing.



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.



Committees and Terms



The Board of Directors
(the “Board”) has not established any committees.



The Company will notify
its stockholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy
statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days
prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board
of Directors.



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



Effective as of March 28, 2014, our board
of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our president or chief executive
officer as well as the individuals performing the functions of our chief financial officer, corporate secretary and controller.
As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:



·              honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;

·              full,
fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities
and Exchange Commission and in other public communications made by us;

·              the
prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified
in the Code of Business Conduct and Ethics; and

·              accountability
for adherence to the Code of Business Conduct and Ethics.



Our Code of Business Conduct and Ethics
requires, among other things, that all of our personnel be afforded full access to our president or chief executive officer with
respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our personnel are to
be afforded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct
and Ethics by our president or chief executive officer.



18







In addition, our Code of Business Conduct
and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial
integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether
by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief
executive officer. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief
executive officer, the incident must be reported to any member of our board of directors or use of a confidential and anonymous
hotline phone number. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary
matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential
violation of our Code of Business Conduct and Ethics by another. Our Code of Business Conduct and Ethics is available, free of
charge, to any stockholder upon written request to our Corporate Secretary at the address on the cover page of this Annual Report.
A copy of our Code of Business Conduct and Ethics is also attached as an exhibit to this Annual Report.



Corporate Governance



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



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Exchange Act requires
our directors, executive officers, and shareholders holding more than 10% of our outstanding Common Stock to file with the SEC
initial reports of ownership and reports of changes in beneficial ownership of our Common Stock. Executive officers, directors,
and persons who own more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file.



Based solely upon a review of Forms 3,
4, and 5 delivered to us as filed with the SEC during our most recent fiscal year ended December 31, 2013, none of our executive
officers and directors, and persons who own more than 10% of our Common Stock have timely filed the reports required pursuant to
Section 16(a) of the Exchange Act.



ITEM 11. EXECUTIVE COMPENSATION



Description of
Compensation Table



|              |  |      |      |  |        |  |        |          |  |  | Aggregate    |  |  |       |   |  |           |  |   |           |  |  | All      |  |  | Annual   |  
|------------- |  | ---- | ---- |  | ------ |  | ------ | -------- |  |  | ------------ |  |  | ----- | - |  | --------- |  | - | --------- |  |  | -------- |  |  | -------- | -
|              |  |      |      |  | Annual |  |        | Annual   |  |  | Accrued      |  |  |       |   |  |           |  |   | Comp-     |  |  | Other    |  |  | Comp-    |  
|              |  |      |      |  | Earned |  |        | Payments |  |  | Salary Since |  |  |       |   |  | Stock and |  |   | -ensation |  |  | Comp-    |  |  | ensation |  
|Name/Position |  | Year |      |  | Salary |  |        | Made     |  |  | Inception    |  |  | Bonus |   |  | Options   |  |   | Plans     |  |  | ensation |  |  | Total    |  
|              |  |      |      |  |        |  |        |          |  |  |              |  |  |       |   |  |           |  |   |           |  |  |          |  |  |          |  
|Gary Riccio   |  |      | 2013 |  |        |  | 48,000 | (1)      |  |  | 0            |  |  |       | 0 |  |           |  | 0 |           |  |  | 0        |  |  |          | 0
|President     |  |      | 2012 |  |        |  | 10,581 | (1)      |  |  | 0            |  |  |       | 0 |  |           |  | 0 |           |  |  | 0        |  |  |          | 0



(1) 
All amounts are accrued and unpaid.



The information in
the table above is presented as of December 31, 2013. 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)



The sole officer has
received certain shares of common stock in the Company in connection with the Acquisition. Accordingly, the Company has not recorded
any compensation expense in respect of any shares issued to the officers as such shares do not represent compensation that was
paid to any officer.



No officer is subject
to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of employment
with the Company or from a change in control of the company or a change in his or her responsibilities following a change in control.
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.



Employment Agreements



The Company has not
entered into employment agreements with any of its employees or officers.



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.



19







|                                      |  |                        |  |                     |            |  | Percent of   |  |    | Percent of Class | 
|------------------------------------- |  | ---------------------- |  | ------------------- | ---------- |  | ------------ |  | -- | ---------------- | 
|                                      |  |                        |  | Number of Shares of |            |  | Class Before |  |    | After            | 
|Name/Address                          |  | Position               |  | Common Stock        |            |  | Offering (1) |  |    | Offering (2)     | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Gary Riccio                           |  | President and Director |  |                     | 26,000,000 |  |              |  | 28 | %                | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Rimmal & Amina Afzal                  |  | 5% shareholder         |  |                     | 8,500,000  |  |              |  | 9  | %                | 
|4175 Williwaw Drive                   |  |                        |  |                     |            |  |              |  |    |                  | 
|Irvine, CA 92620                      |  |                        |  |                     |            |  |              |  |    |                  | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|John Fields                           |  | 5% shareholder         |  |                     | 8,000,000  |  |              |  | 8  | %                | 
|26545 Camino de Vista                 |  |                        |  |                     |            |  |              |  |    |                  | 
|San Juan Capistrano, CA 92675         |  |                        |  |                     |            |  |              |  |    |                  | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Jane Kinnick                          |  | 5% shareholder         |  |                     | 10,000,000 |  |              |  | 11 | %                | 
|1509 N. Mountain Grove Road           |  |                        |  |                     |            |  |              |  |    |                  | 
|Alma, AR 72921                        |  |                        |  |                     |            |  |              |  |    |                  | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Norman Lieberman                      |  | 5% shareholder         |  |                     | 10,000,000 |  |              |  | 11 | %                | 
|55 Prairie Falcon                     |  |                        |  |                     |            |  |              |  |    |                  | 
|Aliso Viejo, CA 92656                 |  |                        |  |                     |            |  |              |  |    |                  | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Derek Whiston                         |  | 5% shareholder         |  |                     | 9,000,000  |  |              |  | 10 | %                | 
|5 Glen Echo                           |  |                        |  |                     |            |  |              |  |    |                  | 
|Dove Canyon, CA 92679                 |  |                        |  |                     |            |  |              |  |    |                  | 
|                                      |  |                        |  |                     |            |  |              |  |    |                  | 
|Total owned by officers and directors |  |                        |  |                     | 26,000,000 |  |              |  | 28 | %                | 



* Less than 1%



(1) Based upon 94,300,000 shares outstanding
as of the date of this offering.

(2) Assumes sale of all 72,000,000 Shares
offered, and 94,300,000 shares outstanding following the offering.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE



James Cassidy is the
sole owner and director of Tiber Creek Corporation which owns 750,000 shares of the Company's common stock. Tiber Creek has received
consulting fees of $125,000 to date from the Company and also holds shares in the Company. Tiber Creek and its affiliate, MB Americus
LLC, a California limited liability company, each currently hold 750,000 shares in the Company.



James Cassidy and
James McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company.
As the organizers and developers of Beachwood Acquisition Corporation, Mr. Cassidy and Mr. McKillop were involved with the Company
prior to the Acquisition. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and
filing of the charter corporate documents and preparation of the instant registration statement.



The Company is currently
leasing its corporate office space from a office space owned by Mr. Riccio, who is an officer and director of the Company. 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.



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 has paid back 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 their arrangement. 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.



20







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:



|December 31, 2012 |        |  | December 31,  2013 |  
|----------------- | ------ |  | ------------------ | -
|                  |        |  |                    |  
|$                 | 16,000 |  |                    | $



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, 2013 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 preapproval 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)                                                                                                                                                               
|14.1 |  | Code of Ethics*                                                                                                                                                          
|21   |  | List of Subsidiaries*                                                                                                                                                    
|23.1 |  | Consent of Independent Registered Public Accounting Firm*                                                                                                                
|24   |  | Power of Attorney*                                                                                                                                                       
|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                                                                                                                                                           



21







| | (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).
| | --- | ---------------------------------------------------------------------------------------------------



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.
        (Registrant)
|------------------- |  | ------------------------------------------------------------
|                    |  |                                                             
|Date:  June 3, 2014 |  | /s/ Gary Riccio                                             
|                    |  | By:                                                         
|                    |  | Title:                                                      



In accordance with
the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in the capacities and
on the dates indicated.



|Signature        |  | Title                                                                                                                                                      |  | Date        
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                 |  |                                                                                                                                                            |  |             
|/s/  GARY RICCIO |  | Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |  | June 3, 2014
|Gary Riccio      |  |                                                                                                                                                            |  |             



22







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



FINANCIAL STATEMENTS



December 31, 2013 and 2012



INDEX TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm                                            | F-1       
|-------------------------------------------------------------------------------------------------- | ----------
|                                                                                                   |           
|Balance Sheets as of December 31, 2013 and 2012                                                    | F-2       
|                                                                                                   |           
|Statements of Operations for the Years Ended December 31, 2013 and 2012                            | F-3       
|                                                                                                   |           
|Statements of Cash Flows for the Years Ended December 31, 2013 and 2012                            | F-4       
|                                                                                                   |           
|Statements of Changes in Stockholders’ Equity for the Years ended as of December 31, 2013 and 2012 | F-5       
|                                                                                                   |           
|Notes to Financial Statements                                                                      | F-6 - F-13



|
|











|
|



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders
of

BioPharma Manufacturing Solutions Inc.



We have audited the accompanying balance
sheets of BioPharma Manufacturing Solutions, Inc. (the "Company") as of December 31, 2013 and 2012 and the related statements
of operations, stockholders’ equity and cash flows for the years then ended. 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, 2013 and 2012
and the results of its operations and its cash flows for the years then ended 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 $252,270 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

March 31, 2014



F-1







BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

BALANCE
SHEETS



|                                                                                                                                      |  | December 31, 2013 |          |   | December 31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|ASSETS                                                                                                                                |  |                   |          |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Current assets                                                                                                                        |  |                   |          |   |                   |  
|Cash                                                                                                                                  |  | $                 | 202,254  |   |                   | $
|Prepaid expense                                                                                                                       |  |                   | -        |   |                   |  
|Deposit                                                                                                                               |  |                   | 4,094    |   |                   |  
|Inventory                                                                                                                             |  |                   | 9,737    |   |                   |  
|Current assets                                                                                                                        |  |                   | 216,084  |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Equipment, net                                                                                                                        |  |                   | 3,436    |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Total assets                                                                                                                          |  | $                 | 219,520  |   |                   | $
|                                                                                                                                      |  |                   |          |   |                   |  
|LIABILITY AND STOCKHOLDERS' EQUITY                                                                                                    |  |                   |          |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Current liability                                                                                                                     |  |                   |          |   |                   |  
|Accrued liability                                                                                                                     |  | $                 | 350      |   |                   | $
|Total liabilities                                                                                                                     |  |                   | 350      |   |                   |  
|                                                                                                                                      |  |                   |          |   |                   |  
|Stockholders' equity                                                                                                                  |  |                   |          |   |                   |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding                                                    |  |                   | -        |   |                   |  
|Common stock, $0.0001 par value, 150,000,000 shares authorized; 94,300,000 and 94,500,000 shares issued and outstanding, respectively |  |                   | 9,430    |   |                   |  
|Discount on common stock issued to the shareholder                                                                                    |  |                   | (400     | ) |                   |  
|Additional paid-in capital                                                                                                            |  |                   | 462,410  |   |                   |  
|Accumulated deficit                                                                                                                   |  |                   | (252,270 | ) |                   |  
|Total stockholders' equity                                                                                                            |  |                   | 219,170  |   |                   |  
|Total liability and stockholders' equity                                                                                              |  | $                 | 219,520  |   |                   | $



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, 2013 |            |   | For the year ended  December 31, 2012 |  
|------------------------------------------- |  | ------------------------------------- | ---------- | - | ------------------------------------- | -
|                                            |  |                                       |            |   |                                       |  
|Revenues                                    |  | $                                     | 79,757     |   |                                       | $
|Cost of revenues                            |  |                                       | 33,365     |   |                                       |  
|Gross profit                                |  |                                       | 46,392     |   |                                       |  
|                                            |  |                                       |            |   |                                       |  
|Operating expenses                          |  |                                       | 150,327    |   |                                       |  
|                                            |  |                                       |            |   |                                       |  
|Loss before income tax                      |  |                                       | (103,935   | ) |                                       |  
|                                            |  |                                       |            |   |                                       |  
|Income tax                                  |  |                                       | -          |   |                                       |  
|                                            |  |                                       |            |   |                                       |  
|Net loss                                    |  | $                                     | (103,935   | ) |                                       | $
|                                            |  |                                       |            |   |                                       |  
|Loss per share - basic and diluted          |  | $                                     | (0.00      | ) |                                       | $
|                                            |  |                                       |            |   |                                       |  
|Weighted average shares - basic and diluted |  |                                       | 94,325,205 |   |                                       |  



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, 2013 |          |   | For the year ended  December 31, 2012 |  
|-------------------------------------------------------------------------- |  | ------------------------------------- | -------- | - | ------------------------------------- | -
|OPERATING ACTIVITIES                                                       |  |                                       |          |   |                                       |  
|Net loss                                                                   |  | $                                     | (103,935 | ) |                                       | $
|Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities |  |                                       |          |   |                                       |  
|Depreciation and Amortization                                              |  |                                       | 313      |   |                                       |  
|Overhead allocation                                                        |  |                                       | 7,505    |   |                                       |  
|Salaries                                                                   |  |                                       | 48,000   |   |                                       |  
|Changes in operating assets and liabilities                                |  |                                       |          |   |                                       |  
|Prepaid expense                                                            |  |                                       | 1,500    |   |                                       |  
|Deposit                                                                    |  |                                       | (4,094   | ) |                                       |  
|Inventory                                                                  |  |                                       | (9,737   | ) |                                       |  
|Due from related party                                                     |  |                                       | -        |   |                                       |  
|Accrued liability                                                          |  |                                       | -        |   |                                       |  
|Net cash used in operating activities                                      |  |                                       | (60,448  | ) |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|INVESTING ACTIVITIES                                                       |  |                                       |          |   |                                       |  
|Purchase of equipment                                                      |  |                                       | (3,748   | ) |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|Total cash flows used in investing activities                              |  |                                       | (3,748   | ) |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|FINANCING ACTIVITIES                                                       |  |                                       |          |   |                                       |  
|Proceeds from issuance of common stock                                     |  |                                       | -        |   |                                       |  
|Redemption of common stock                                                 |  |                                       | (200     | ) |                                       |  
|Net cash provided by financing activities                                  |  |                                       | (200     | ) |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|Net (decrease) increase in cash                                            |  |                                       | (64,396  | ) |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|Cash, beginning of year                                                    |  |                                       | 266,650  |   |                                       |  
|                                                                           |  |                                       |          |   |                                       |  
|Cash, end of year                                                          |  | $                                     | 202,254  |   |                                       | $
|                                                                           |  |                                       |          |   |                                       |  
|SUPPLEMENTAL SCHEDULE FOR NON-CASH FINANCING ACTIVITY                      |  |                                       |          |   |                                       |  
|Shareholder contribution                                                   |  | $                                     | 55,505   |   |                                       | $



The accompanying notes are an integral
part of these financial statements



F-4









BIOPHARMA MANUFACTURING SOLUTIONS
INC.

(Formerly BEACHWOOD ACQUISITION
CORPORATION)

STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY



|                                       |  |              |            |   |             |   |       | Additional   |  |   |             |   |  | Total         |        
|-------------------------------------- |  | ------------ | ---------- | - | ----------- | - | ----- | ------------ |  | - | ----------- | - |  | ------------- | -------
|                                       |  | Common Stock |            |   | Discount on |   |       | paid-in      |  |   | Accumulated |   |  | Stockholders’ |        
|                                       |  | Shares       |            |   | Amount      |   |       | Common Stock |  |   | Capital     |   |  | Deficit       |        
|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
|Stock redemption                       |  |              | (200,000   | ) |             |   | (20   | )            |  |   |             |   |  |               | (180   
|Shareholder contributions              |  |              | -          |   |             |   | -     |              |  |   | -           |   |  |               | 55,505 
|Net loss                               |  |              | -          |   |             |   | -     |              |  |   | -           |   |  |               | -      
|Balance, December 31, 2013             |  |              | 94,300,000 |   |             | $ | 9,430 |              |  | $ | (400        | ) |  | $             | 462,410



The accompanying notes are an integral
part of these financial statements



F-5







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



1. OVERVIEW



Organization



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



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



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



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



Basis of Presentation



The accompanying 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 $252,270 from inception through December 31, 2013. The Company’s
continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations,
which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third
parties.



F-6







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



1. OVERVIEW(continued)



These financial statements have been prepared
on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next
fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the
ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with
a business entity for the combination of that target company with the Company.



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



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



|· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | Level 2 - Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
|· | Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.                                                



F-7







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(continued)



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



Cash and Cash Equivalents



The Company considers all highly-liquid investments
with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December
31, 2013 and 2012.



Concentration of Credit Risk



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



Equipment, net



Equipment is stated at cost and depreciated
using the straight-line method over the estimated service lives of three years. Maintenance and repairs are expensed as incurred
and improvements are capitalized. Gains or losses on the disposition of equipment are recorded upon disposal. On September 24,
2013, the Company purchased $3,748 of equipment and depreciation expense amounted to $313 and $0 in the years ended December 31,
2013 and 2012.



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.



Costs of Goods Sold



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



F-8







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(continued)



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, 2013 and 2012, 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.



Net Loss per Common Share



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



Recent Accounting Pronouncements



Adopted

Effective January 2013, we adopted FASB
ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The
amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative
instruments to enable users of 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 adoption of this update did not have a material impact on the financial statements.



F-9







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(continued)



Recent Accounting Pronouncements(continued)



Adopted



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



Not Adopted



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



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



F-10







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(continued)



Recent Accounting Pronouncements(continued)



Not Adopted



In July 2013, the FASB issued ASU No. 2013-11,
Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss,
or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation
of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments
in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar
tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating
the effect, if any, adoption of ASU No. 2013-11 will have on our financial statements.



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



3. RELATED PARTY TRANSACTIONS



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.



During the years ended December 31, 2013
and 2012, the Company’s President paid certain operating expenses, consisting of salaries and overhead expenses, on behalf
of the Company. These expenses amounted to $55,505 and $18,835, respectively, and have been recorded to additional paid-in capital
as a shareholder contribution.



4. INCOME TAXES



Our provisions for income taxes for the
years ended December 31, 2013 and 2012, respectively, were as follows (using our blended effective Federal and State income tax
rate of 35.0%):



F-11







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



4. INCOME TAXES(continued)



|                              |  | 2013 |          |   | 2012 |  
|----------------------------- |  | ---- | -------- | - | ---- | -
|                              |  |      |          |   |      |  
|Current Tax Provision:        |  |      |          |   |      |  
|Federal and state             |  |      |          |   |      |  
|Taxable income                |  | $    | -        |   |      | $
|Total current tax provision   |  | $    | -        |   |      | $
|                              |  |      |          |   |      |  
|Deferred Tax Provision:       |  |      |          |   |      |  
|Federal and state             |  |      |          |   |      |  
|Net loss carryforwards        |  | $    | (252,000 | ) |      | $
|Change in valuation allowance |  |      | 252,000  |   |      |  
|Total deferred tax provision  |  | $    | -        |   |      | $



Deferred tax assets at December 31, 2013
and 2012 consisted of the following:



|                                 |  | 2013 |         |   | 2012 |  
|-------------------------------- |  | ---- | ------- | - | ---- | -
|Deferred tax assets:             |  |      |         |   |      |  
|Net operating loss carryforwards |  | $    | 90,000  |   |      | $
|                                 |  |      |         |   |      |  
|Valuation allowance              |  |      | (90,000 | ) |      |  
|                                 |  |      |         |   |      |  
|Net deferred tax assets          |  | $    | -       |   |      | $



Internal Revenue Code Section 382 and similar
California rules place a limitation on the amount of taxable income that can be offset by net operating loss carryforwards (“NOL”)
after a change in control (generally greater than a 50% change in ownership). Transactions such as planned future sales of our
common stock may be included in determining such a change in control. These factors give rise to uncertainty as to whether the
net deferred tax assets are realizable. We have approximately $252,000 in NOL at December 31, 2013 that will begin to expire in
2031 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance
against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able
to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. A reconciliation
of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years
ended December 31, 2013 and 2012 is as follows:



F-12







BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)



NOTES TO FINANCIAL STATEMENTS

December 31, 2013 and 2012



4. INCOME TAXES(continued)



|                                         |  | Years ended December 31, |        
|---------------------------------------- |  | ------------------------ | -------
|                                         |  | 2013                     |        
|Federal income tax rate at 35%           |  | $                        | (90,000
|State income tax, net of federal benefit |  |                          | -      
|Change in valuation allowance            |  |                          | 90,000 
|                                         |  |                          |        
|Benefit for income taxes                 |  | $                        | -      



We file income tax returns in the U.S.
with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as
a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions
as of December 31, 2013 and 2012. We have no unrecognized tax benefits and thus no interest or penalties included in the financial
statements.



5. STOCKHOLDER’S EQUITY



During the year ended December 31, 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.



During the year ended December 31, 2012,
the Company redeemed 2,000,000 shares of common stock owned by two shareholders for aggregate consideration paid of $20,000.



As discussed in Note 3, the Company issued
1,000,000 shares of common stock to its President in connection with the acquisition of BPECS.



During the year ended December 31, 2013,
the Company redeemed 200,000 shares of common stock owned by two shareholders for aggregate consideration paid of $200.



F-13











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         | 



18







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 |  |                   | $



19







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, |         |  | Year ended   |  
|                                    |  | 2012 to October |         |  | December 31, |  
|                                    |  | 10, 2012        |         |  | 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  |  |              | $



20







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 | 



21







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, |          |   | Year ended   |  
|                                            |  | 2012 to October |          |   | December 31, |  
|                                            |  | 10, 2012        |          |   | 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                           |  | $               | -        |   |              | $



22







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.



23







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:



24







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 | 



25







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.



26