SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 00054423
(Exact Name of Registrant as Specified in its Charter)
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(Exact Name of Registrant as Sepcified in its Charter)
BEACHWOOD ACQUISITION CORPORATION
(Former Name of Registrant)
Delaware 45-1878223
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1443 Merion Way, #51G
Seal Beach, California 90740
(Address of Principal Executive Offices)(zip code)
(562) 244-9785
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" 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 a 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
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
September 30, 2011
Common Stock, par value $0.0001 4,500,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2011 F-1
Statements of Operations for the Three Months Ended
September 30, 2011 and the Period from April 20, 2011
(Inception) to September 30, 2011 F-2
Statement of Cash Flows for the Period from April 20, 2011
(Inception) to September 30, 2011 F-3
Notes to Financial Statements F4-F7
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
September 30,
2011
----------
(Unaudited)
Current Assets
Cash $ 150
--------
TOTAL ASSETS $ 150
========
LIABILITY AND STOCKHOLDERS' DEFICIT
Current Liability
Accrued liability 294
--------
Total liability 294
--------
Stockholders' Deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized;
none outstanding $ -
Common Stock, $0.0001 par value,
150,000,000 shares authorized;
4,500,000 shares issued and
outstanding 450
Discount on common stock issued
to shareholder (300)
Additional Paid-in Capital 750
Deficit accumulated during the
development stage (1,044)
---------
Total stockholders' deficit $ (144)
--------
Total liability and
stockholders' deficit $ 150
========
See accompanying notes to financial statements
F-1
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three months For the period from
ended April 20, 2011
September 30, (inception) to
2011 September 30, 2011
(Unaudited) (Unaudited)
------------- -----------------
Operating expenses $ 294 $ 1,044
------------ ------------
Net loss $ (294) $ (1,044)
============ ============
Loss per share -
basic and diluted $ (0.00)
------------
Weighted average shares - 14,945,652
basic and diluted ==============
See accompanying notes to financial statements
F-2
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
------------------------
For the Period from
April 20, 2011
(inception) to
September 30, 2011
(Unaudited)
------------------
OPERATING ACTIVITIES
Net loss $ (1,044)
Adjustment to reconcile net loss to net cash
used in operating activity
Change in operating liablity:
Accrued liability 294
--------------
Cash used in operating activities (750)
--------------
FINANCING ACTIVITIES
Proceeds from the issuance of common stock 2,000
Proceeds from stockholders' additional
paid-in capital 750
Redemption of common stock (1,850)
--------------
Net cash provided by financing activities 900
--------------
Net increase in cash 150
Cash, beginning of period -
-------------
Cash, end of period $ 150
=============
See accompanying notes to financial statements
F-3
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
BioPharma Manufacturing Solutions Inc., formerly Beachwood
Acquisition Corporation ("Beachwood") was incorporated on April 20,
2011 under the laws of the State of Delaware, and was originally to
engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. On July 8, 2011, Beachwood
Acquisition Corporation entered into an agreement with BioPharma
Manufacturing Solutions for the change in control of Beachwood
Acquisition Corporation. The following events occurred which resulted
in a change of control of Beachwood: On August 31, 2011, Beachwood
redeemed an aggregate of 18,500,000 of its 20,000,000 shares of
outstanding stock at a redemption price of $0.0001 per share for an
aggregate redemption price of $1,850; On August 31, 2011, new officers
and directors were appointed and elected and the prior officers and
directors resigned; On August 31, 2011, Beachwood issued 3,000,000
shares of its common stock to its newly elected president representing
66% of the total outstanding 4,500,000 shares of common stock. On
August 31, 2011, the shareholders of Beachwood and the Board of
Directors unanimously approved the change of Beachwood's name to
BioPharma Manufacturing Solutions Inc. ("BioPharma" or the
"Company") and filed such change with the State of Delaware.
BioPharma has been in the developmental stage since inception and its
operations to date have been limited to issuing shares to its original
shareholders and filing this registration statement. The Company will not
make a decision on any such possible combination until it receives the
financial report of such possible target company and management has the
opportunity to review and evaluate the report. In most instances the
target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances
can be given that BioPharma will be successful in locating or negotiating
with any target company. BioPharma has been formed to provide a method for
a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934. The Company selected December 31 as its fiscal year end.
F-4
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
BASIS OF PRESENTATION
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
These unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto in
the Company's Form 10 filed on June 2, 2011 with the SEC. In preparing
these condensed financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the condensed financial statements and the
reported amount of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of September 30, 2011 there were no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes
a three-tier fair value hierarchy, which prioritizes the inputs in
measuring fair value. The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value
are observable in the market.
F-5
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop
its own assumptions
NOTE 2 - GOING CONCERN
The Company has an accumulated deficit of $1,044 since inception of the
Company on April 20, 2011 through September 30, 2011. The
Company's continuation as a going concern is dependent on its ability to
generate sufficient cash flows from operations to meet its obligations,
which it has not been able to accomplish to date, and /or obtain
additional financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiating
with a business entity for the combination of that target company with the
Company.
There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classifications of liabilities that may result should the
Company be unable to continue as a going concern.
F-6
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In December 2010, the Financial Accounting Standards Board ("FASB")
issued ASU 2010-29, Disclosure of Supplementary Pro Forma
Information for Business Combinations. This proposed ASU reflects the
consensus-for-exposure in EITF Issue No. 10-G, "Disclosure of
Supplementary Pro Forma Information for Business Combinations." The
Amendments in this proposed ASU specify that if a public entity presents
comparative financial statements, the entity would disclose revenue and
earnings of the combined entity as though the business combination(s)
that occurred during the current year had occurred as of the beginning of
the comparable prior annual reporting period only. This ASU would also
expand the supplemental pro forma disclosures under Codification Topic
805, Business Combinations, to include a description of the nature and
amount of material, nonrecurring pro forma adjustments directly
attributable to the business combination. This proposed ASU would be
effective prospectively for business combinations that are consummated
on or after the beginning of the first annual reporting period beginning
on or after December 15, 2010. Early adoption would be permitted. The
adoption of this ASU did not have a material impact to our financial
statements. The new disclosures and clarifications of existing disclosures
are effective now, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those
fiscal years. The adoption of this guidance did not have a material
impact on the Company's financial statements and related disclosures.
In May 2011, the FASB issued a new accounting standard on fair value
measurements that clarifies the application of existing guidance and
disclosure requirements, changes certain fair value measurement
principles and requires additional disclosures about fair value
measurements. The standard is effective for interim and annual periods
beginning after December 15, 2011. Early adoption is not permitted.
The Company does not expect the adoption of this accounting guidance to
have a material impact on its financial statements and related disclosures.
F-7
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 4 COMMON STOCK
On April 20, 2011, the Company issued 20,000,000 common shares to
two directors and officers for $2,000 in cash.
On August 31, 2011, the Company redeemed an aggregate of 18,500,000
of the 20,000,000 shares of outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,850.
On August 31, 2011, the Company issued 3,000,000 shares of its
common stock, par value $0.0001 at a discount of $300 to a new
unrelated third party investor resulting in a change of ownership.
On September 9, 2011, the shareholders of the Company approved the
increase the number of authorized shares of common stock from
100,000,000 to 150,000,000 with the number of authorized
non-designated shares of preferred stock remaining at 20,000,000.
NOTE 5 SUBSEQUENT EVENT
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
November 14, 2011, the date the financial statements were available to
be issued.
On October 11, 2011, the Company authorized to issue 89,450,000 shares
of its common stock at a purchase price of $0.0001 per share to unrelated
third party investors.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
BioPharma Manufacturing Solutions, Inc ("BioPharma" or the "Company")
was incorporated on April 20, 2011 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders and filing a
registration statement.
On August 31, 2011 the Company issued 3,000,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 for
services provided to the Corporation to Gary Riccio representing 66% of
the total outstanding 4,500,000 shares of common stock.
The following events occurred which resulted in a change of control
of the Company and a change in the officers and directors of the Company:
On August 31, 2011 the Company redeemed an aggregate of 18,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,850.
The then officers and directors of the Company resigned and Gary
Riccio was elected as the director of the Company and appointed president
and secretary of the Company.
The Company then issued 3,000,000 shares of its common stock pursuant
to Section 4(2) of the Securities Act of 1933 for an aggregate of
4,500,000 shares outstanding.
The Company intends to provide engineering consulting services to
major biotech and pharmaceutical companies in the life sciences industry.
The Company intends to take its clients manufacturing goals from concept
to FDA approval and market realization. The Company anticipates that it
will assist in the design of the process used to manufacture a client's
product, typically pharmaceuticals, will procure and install the
requisite manufacturing equipment and will validate the process and
ready the system for FDA approval.
The Company may enter into a business combination with an existing
company. A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended. The Company has not
entered into any agreements or contracts as of the date of this report for
any such business combination.
As of September 30, 2011, the Company has not generated revenues
and has no income or cash flows from operations since inception. The
continuation of the Company as a going concern is dependent upon financial
support from its stockholders, its ability to obtain necessary equity
financing to continue operations, to successfully locate and negotiate
with a business entity for the combination of that target company with
the Company.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's reporting
requirements and the intended breadth of the reissuance disclosures
provision related to subsequent events (paragraph 855-10-50-4). The
amendments in this update have the potential to change reporting by both
private and public entities, however, the nature of the change may vary
depending on facts and circumstances. The adoption of ASU 2010-09
did not have a material impact on the Company's results of operations
or financial condition.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following
common shares:
On April 20, 2011 the Company issued 20,000,000 shares to two
shareholders pursuant to Section 4(2) of the Securities Act of 1933.
On August 31, 2011 the Company redeemed an aggregate of 18,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of $0.0001 per share .
On August 31, 2011, the Company issued 3,000,000 shares of
its common stock pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 31, 2011, the shareholders of the Company and the
Board of Directors unanimously approved the change of the Company's
name to BioPharma Manufacturing Solutions Inc. and filed such change
with the State of Delaware.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
By: /s/ Gary Riccio
President and Chief Financial Officer
Dated: November 14, 2011