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 March 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 00054423
(Exact Name of Registrant as Specified in its Charter)
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(Exact Name of Registrant as Sepcified in its Charter)
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
March 31, 2012
Common Stock, par value $0.0001 94,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and
December 31, 2011 1
Statements of Operations for the Three Months Ended
March 31, 2011 and the period from April 20, 2011
(Inception) to March 31, 2012 (unaudited) 2
Statements of Cash Flows for the Three Months Ended
March 31, 2012 and the period from April 20, 2011
(Inception) to March 31, 2012 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- -----------
(Unaudited)
Current assets
Cash $ 296,899 $ 270,333
Prepaid expense 51,000 86,900
Due from related party 20,437 41,621
--------- ---------
TOTAL ASSETS $ 368,336 $ 398,854
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liability $ - $ 400
--------- ---------
Total liabilities - 400
--------- ---------
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized;
none outstanding - -
Common stock, $0.0001 par value,
150,000,000 shares authorized;
94,000,000 and 93,650,000 shares
issued and outstanding, respectively 9,400 9,365
Discount on common stock issued
to the shareholder (300) (300)
Additional paid-in capital 399,482 392,885
Deficit accumulated during the
development stage (40,246) (3,496)
--------- ---------
Total stockholders' equity 368,336 398,454
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 368,336 $398,854
========== =========
The accompanying notes are an integral part of these financial statements.
1
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
The three For the period from
months ended April 20, 2011
March 31, (inception) to
2012 March 31, 2012
------------- -----------------
Sales $ - $ -
Cost of sales - -
------------ ------------
Gross profit - -
------------ ------------
Operating expenses 36,750 40,246
------------ ------------
Net loss $ (36,750) $ (40,246)
============ ============
Loss per share -
basic and diluted $ (0.00)
------------
Weighted average shares - 93,988,462
basic and diluted ==============
The accompanying notes are an integral part of these financial statements.
2
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
For the period from
For the three April 20, 2011
months ended (inception) to
March 31, 2012 March 31, 2012
-------------- --------------
OPERATING ACTIVITIES
Net loss $ (36,750) $ (40,246)
Changes in operating assets and liabilites
Prepaid expense 35,900 (51,000)
Due from related parties 21,184 (20,437)
Accrued liability (400) -
---------- -----------
Net cash provided by (used in)
operating activities 19,934 (111,683)
---------- -----------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 350 403,400
Shareholder contribution 6,282 7,032
Redemption of common stock - (1,850)
---------- -----------
Net cash provided by financing activities 6,632 408,582
---------- -----------
Net increase in cash 26,566 296,899
Cash, beginning of period 270,333 -
---------- -----------
Cash, end of period $ 296,899 $ 296,899
========== ===========
The accompanying notes are an integral part of these financial statements.
3
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
BioPharma Manufacturing Solutions Inc. ("BioPharma" or the
"Company"), formerly Beachwood Acquisition Corporation, was
incorporated on April 20, 2011 under the laws of the State of Delaware,
and was originally incorporated to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. In August 2011, there was a change of control of
Beachwood Acquisition Corporation, and the Company changed its
name to BioPharma Manufacturing Solutions Inc.
BioPharma has been in the developmental stage since inception and its
operations to date have been limited to issuing shares to various
investors. The Company intends to provide engineering consulting
services and custom manufactured process equipment to major biotech
and pharmaceutical companies in the life sciences industry. The Company
intends to take its clients manufacturing goals from concept to FDA
approval and market realization. The Company will assist in the design
of the process used to manufacture the client's product, typically
pharmaceuticals, will procure and install the requisite manufacturing
equipment, will assist in validation of the process and ready the
system for FDA approval.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited
financial statements include all adjustments, composed of normal
recurring adjustments, considered necessary by management to fairly
state our results of operations, financial position and cash flows. The
operating results for interim periods are not necessarily indicative of
results that may be expected for any other interim period or for the full
year. These unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended December 31, 2011 as filed with
the SEC.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
4
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. As of March 31,
2012, the Company had a cash balance that was $46,899 in excess of the
Federal Deposit Insurance Corporation limit. As of December 31, 2011
the Company had a cash balance that was $20,333 in excess of the Federal
Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of March 31, 2012 and December 31, 2011, there
were no deferred taxes.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of March 31, 2012 and December 31, 2011, there were no
outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes
a three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based on
the extent to which inputs used in measuring fair value are observable in
the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop
its own assumptions
The carrying amounts of financial assets and liabilities, such as cash and
accrued liabilities approximate their fair values because of the short
maturity of these instruments.
Management believes it is not practical to estimate the fair value of the
due from related party because the transactions cannot be assumed to
have been consummated at arm's length, the terms are not deemed to be
market terms, there are no quoted values available for these instruments,
and an independent valuation would not be practical due to the lack of
data regarding similar instruments, if any, and the associated potential
costs.
5
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 2 - GOING CONCERN
The Company has sustained losses since its inception on April 20, 2011.
It has an accumulated deficit of $40,246 from inception through March
31, 2012. The Company's continuation as a going concern is dependent
on its ability to generate sufficient cash flows from operations to meet
its obligations, which it has not been able to accomplish to date, and/or
obtain additional financing from its stockholders and/or other third
parties.
These financial statements have been prepared on a going concern
basis, which implies the Company will continue to meet its
obligations and continue its operations for the next fiscal year. The
continuation of the Company as a going concern is dependent upon
financial support from its stockholders, the ability of the Company to
obtain necessary equity financing to continue operations, successfully
locating and negotiating with a business entity for the combination of
that target company with the Company.
Management plans to use their personal funds to pay all expenses
incurred by the Company in 2012. There is no assurance that the
Company will ever be profitable. These unaudited 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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring
fair value or for disclosing information about fair value measurements.
This update is effective for annual and interim periods beginning after
December 15, 2011. The adoption of this provision did not have a
material impact on our financial statements.
6
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
(unaudited)
NOTE 4 COMMON STOCK
The Company is authorized to issue 150,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of March 31, 2012,
there are 94,000,000 shares of common stock issued and outstanding and
none of preferred stock.
On April 20, 2011, the Company issued 20,000,000 common shares to
two directors and officers for $2,000 in cash.
On August 31, 2011, the Company redeemed an aggregate of 18,500,000
of the 20,000,000 shares of outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,850.
On August 31, 2011, the Company issued 3,000,000 shares of its
common stock, par value $0.0001 at a discount of $300 to a new
unrelated third party investor resulting in a change of ownership.
On September 9, 2011, the shareholders of the Company approved the
increase the number of authorized shares of common stock from
100,000,000 to 150,000,000 with the number of authorized
non-designated shares of preferred stock remaining at 20,000,000.
On October 11, 2011, the Company issued 89,150,000 shares of its
common stock, par value $0.0001 to various investors.
In the three months ended March 31, 2012, the Company issued 350,000
shares of its common stock at $0.001 per share to two investors for
the total price of $350.
NOTE 5 RELATED PARTY TRANSACTIONS
During 2011, the Company remitted payments in the amount of $41,621
on behalf of an entity owned by its President, which is under common
control. The related entity has agreed to pay back these funds to the
Company in 2012 and repaid $21,184 of this amount in March 2012,
reducing the total amount due from related party to $20,437.
7
BioPharma Manufacturing Solutions, Inc.
(Formerly Beachwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
(unaudited)
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 filing a registration
statement and issuing shares of its common stock to the original
shareholders and to the subsequent shareholders to whom control of the
Company was transferred on August 31, 2011, and by raising capital through
the private sale of its securities pursuant to Regulation D of the Rules and
Regulations of the Securities and Exchange Commission.
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 March 31, 2012, the Company has not generated revenues
and had no income or cash flows from operations and had an accumulated
deficit of $40,246.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully begin its operations.
From August 31, 2011 to December 31, 2011, the Company raised
$316,050 from 44 investors, of which nine were accredited, and issued
89,150,000 shares of its common stock pursuant to Regulation D of the
Rules and Regulations promulgated by the Securities and Exchange
Commission. The Company filed a Form D with the Securities and
Exchange Commission.
From January 1, 2012 to March 31, 2012 the Company issued 350,000
shares of its common stock at $0.001 per share to two investors for
the total price of $350.
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.
The Company may also seek a business combination with an on-
going entity which will provide it with operations and a position
from which to implement its business plan. The Company has not made
any inquiries or investigations of any such combination.
The Company has no operations nor does it currently engage in any
business activities generating revenues.
The Company utilizes the office space and equipment of GMR
Engineering. The Company anticipates that GMR Engineering will play
a crucial role in assisting the Company in providing engineering
consulting and manufacturing services.
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. As an emerging growth company,
Management's report was not subject to attestation by the Company's
registered public accounting firm.
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.
From August 31, 2011 to December 31, 2011, the Company issued
89,150,000 shares of its common stock, par value $0.0001 to 44 investors
for an aggregate of $316,050, pursuant to Regulation D of the
Rules and Regulations promulgated by the Securities and Exchange
Commission. The Company filed a Form D with the Securities and
Exchange Commission.
From January 1, 2012 to March 31, 2012 the Company issued 350,000
shares of its common stock to two investors for an aggregate price
of $350.
The Company loaned certain proceeds from the sale of its
shares to pay $41,621 for equipment purchases of GMR Engineering,
a company solely owned and operated by the Company's president.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security
holders during the quarter covered by this Report.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 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: May 15, 2012