Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2011
[ ] 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 000-54423
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
incorporation or organization) Identification No.)
1443 Merion Way, #51G
Seal Beach, California 90740
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (562) 244-9785
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] 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 15, 2012
Common Stock, par value $0.0001 93,650,000
Documents incorporated by reference: None
PART I
Item 1. Business
BioPharma Manufacturing Solutions Inc. (formerly Beachwood
Acquisition Corporation ("BioPharm" 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 registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
On August 31, 2011 the Company effected a change in its control
with the following actions:
1. The Company redeemed an aggregate of 18,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,850.
2. New officers and directors were appointed and elected and the
prior officers and directors resigned.
3. The Company then issued 3,000,000 shares of its common stock
pursuant to Section 4(2) of the Securities Act of 1933.
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 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 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 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 December 31, 2011, the Company had not generated revenues and
had no income or cash flows from operations and had an accumulated deficit
of $3,496.
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.
There is no assurance that the Company will ever be profitable.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of GMR Engineering, a company owned and operated by
the Company's president.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
The Company may wish to cause the Company's common stock to trade
in one or more United States securities markets once it begins operations
and becomes qualified.
If at some time the Company qualifies, the Company may choose to
apply for quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
On April 20, 2011 the Company issued 20,000,000 shares of its
common stock to two shareholders of which 18,500,000 were redeemed
on August 31, 2011.
On August 31, 2011, the Company issued, pursuant to Section 4(2)
of the Securities Act of 1933, 3,000,000 shares of its common stock
as part of the change of control.
From August 31, 2011 to December 31, 2011, the Company raised
$316,050 from 44 investors, of which nine were accredited, and issued
to them 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.
The Company used 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.
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.
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
As of December 31, 2011, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2011, the Company had an accumulated deficit of $3,496.
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.
The Company used 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.
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 its continuation
as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary additional equity
financing to begin operations and/or to successfully begin operations
with its current financial position.
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.
2011 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements and for the payment of certain
expenses related to the initial beginning of implementing its business
plan and for the payment of $41,621 for equipment on behalf of
GMR Engineering, a company owned by the Company's president. The
Company utilizes the offices of GMR Engineering and utilizes the
office equipment purchased.
As of December 31, 2011, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2011, the Company had an accumulated deficit of $3,496.
Recent Accounting Pronouncements - Adopted
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash. The
amendments in this update clarify that the stock portion of a distribution
to shareholders that allows them to elect to receive cash or stock with a
potential limitation on the total amount of cash that all shareholders can
elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective now. The adoption of this ASU
did not have a material impact on our financial statements.
In January 2010, FASB issued ASU No. 2010-06 Improving
Disclosures about Fair Value Measurements. This update provides
amendments to Subtopic 820-10 that requires new disclosure as follows:
1) Transfers in and out of Levels 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of
Level 1 and Level 2 fair value measurements and describe the reasons for
the transfers. 2) Activity in Level 3 fair value measurements. In the
reconciliation for fair value measurements using significant unobservable
inputs (Level 3), a reporting entity should present separately information
about purchases, sales, issuances, and settlements (that is, on a gross basis
rather than as one net number). This update provides amendments to Subtopic
820-10 that clarifies existing disclosures as follows: 1) Level of
disaggregation. A reporting entity should provide fair value measurement
disclosures for each class of assets and liabilities. A class is often a
subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in determining
the appropriate classes of assets and liabilities. 2) Disclosures about
inputs and valuation techniques. A reporting entity should provide
disclosures about the valuation techniques and inputs used to measure fair
value for both recurring and nonrecurring fair value measurements. Those
disclosures are required for fair value measurements that fall in either
Level 2 or Level 3. The new disclosures and clarifications of existing
disclosures are effective now. The adoption of ASU did not have a
material impact on the financial statements.
In December 2010, the FASB issued ASU 2010-29, which contains
updated accounting guidance to clarify the acquisition date that should
be used for reporting pro forma financial information when comparative
financial statements are issued. This update requires that a company
should 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 update also requires disclosure of the nature and
amount of material, nonrecurring pro forma adjustments. The adoption of
this ASU did not have a material impact on our financial statements.
In September 2011, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2011-08,
"Intangibles-Goodwill and Other (Topic 350): Testing Goodwill
Impairment" which is intended to simplify goodwill impairment testing
by permitting the assessment of qualitative factors to determine whether
events and circumstances lead to the conclusion that it is necessary to
perform the traditional two-step impairment test. Under this update, we
are not required to calculate the fair value of our reporting units unless
we conclude that it is more likely than not (likelihood of more than 50%)
that the carrying value of our reporting units is greater than the fair
value of such units based on our assessment of events and circumstances.
This update is effective for fiscal years beginning after December 15,
2011, with early adoption permitted. We have adopted the provisions
of this update at the beginning of our fourth quarter. The adoption
of this provision did not have a material impact on our
financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2011
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
Item 9A. Controls 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 fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. 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,
summarized and processed timely. The principal executive officer is
directly involved in the day-to-day operations of the Company.
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
sole officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2011, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2011, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.
Anton & Chia the independent registered public accounting firm for
the Company has not issued an attestation report on the effectiveness of
the Company's internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
9B. Other information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Positions and Offices Held
----------------- -----------
Gary Riccio Director, President, Chief Financial Officer
Management of the Company
The Company has no full time employees. The officer and director
will allocate a limited portion of time to the activities of the Company
without compensation.
Gary Riccio, 57, serves as the sole director and officer of the
the Company. Mr. Riccio obtained his Bachelor of Science Degree in Chemical
Engineering in 1978 from Northeastern University and was elected to the
Engineering Honor Society. From 1978 to 1986, Mr. Riccio was employed by
Lever Brothers Division of Unilever as Project Engineer specializing in
the Dove and Caress, Snuggle and Wisk product lines and specifically
worked on the expansion of those facilities and processes. From 1987
to 1989, Mr. Riccio worked as Project Engineer for Vision Engineering,
a software start-up company, on automation systems for companies within
the chemical process, food and beverage and pharmaceutical industries.
From 1989 to 1996, Mr. Riccio worked as General Manager of A-1
Refrigeration Company designing, installing and servicing custom large
volume ice-making equipment and industrial refrigeration systems.
During this period he was instrumental in increasing the product line
from two to seven different models and expanded sales to overseas markets.
In 1996, Mr. Riccio founded GMR Engineering, an engineering contracting
firm specializing in automated computer systems for the biotech/
pharmaceutical and food/beverage industries. He expanded this business
to include process design and engineering, process validation and custom
equipment manufacturing.
His recent significant accomplishments include (i) the 2006 the
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 received
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 under review by the FDA for approval to begin
manufacturing.
There are no agreements or understandings for the above-named
officer or director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has one person who serves as the sole director and officer.
The Company has no operations or business and does not receive
any revenues or investment capital. The adoption of an Ethical Code
at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same person and only that
person to whom such code applied. Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code. Finally the sole officer and director of the
Company is an attorney at law and subject to the ethical code established
by the bars in which he is also a member. At the time the Company enters
into a business combination or other corporate transaction, the current
officer and director will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.
The Board of Directors has not established any committees.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of one shareholder
who serves as the sole corporate director and officer. The Company has no
activities, and receives no revenues. At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee. Because there is only one shareholder of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officer and director does not receive any compensation
for services rendered to the Company. No compensation was paid to the
prior officers and directors of the Company. There is no accrual of any
compensation pursuant to any agreement with the Company by any officer
or director.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.
The Company does not have a compensation committee for the same
reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2011, the
period covered by this Report, each person known by the Company to be the
beneficial owner of five percent or more of the Company's common stock
and the director and officer of the Company. Except as noted, the holder
thereof has sole voting and investment power with respect to the shares
shown.
Amount of Beneficial Percent of
Name Beneficial Owner Ownership Outstanding Stock
Gary Riccio
Director, President, Chief 25,000,000 26.7%
Financial Officer
Item 13. Certain Relationships and Related Transactions and
Director Independence
Gary Riccio, the president of the Company, is the sole owner of GMR
Engineering a company which provides office space for the Company and which
will serve to assist it in the consulting and manfacturing of engineering
processes, particularly targeted to the major biotech and pharmaceutical
companies in the life sciences industry.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
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, 2011
-----------------
=======
Audit-Related Fees $ 750
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2011 2
Statement of Operations for the period from April 20, 2011
(Inception) to December 31, 2011 3
Statement of Changes in Stockholders' Equity for the Period
from April 20, 2011 (Inception) to December 31, 2011 4
Statement of Cash Flows for the period from April 20, 2011
(Inception) to December 31, 2011 5
Notes to Financial Statements 6-9
To the Board of Directors
Biopharma Manufacturing Solutions
We have audited the accompanying balance sheet of Biopharma
Manufacturing Solutions (the "Company") as of December 31, 2011, and
the related statements of operations, stockholders' equity and cash
flows for the period from April 20, 2011 (Inception) through December 31,
2011. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
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 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 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 financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2011 and the results of its operations and its cash flows for
the period from April 20, 2011 (Inception) through December 31, 2011, in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has had no revenues and income
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 2, 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 28, 2012
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
December 31,
2011
-----------------
Current Assets
Cash $ 270,333
Prepaid expense 86,900
Due from related party $ 41,621
-----------------
Total assets $ 398,854
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liability
Accrued Liability $ 400
-----------------
Total Liability $ 400
-----------------
Stockholders' Deficit
Preferred stock, $0.0001 par value, $ -
20,000,000 shares authorized; none
outstanding
Common Stock; $0.0001 par value, 9,365
150,000,000 shares authorized;
93,650,000 shares issued and
outstanding
Discount on common stock issued to
shareholder (300)
Additional paid-in capital 392,885
Deficit accumulated during the development
stage (3,496)
-----------------
Total Stockholders' Equity $ 398,454
-----------------
Total liability and stockholders'
equity $ 398,854
=================
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 OPERATIONS
For the period from
April 20, 2011
(Inception) to
The year ended December 31,
December 31, 2011 2011
-------------- ------------
Operating expenses $ 3,496 $ 3,496
------------- ------------
Net loss $ (3,496) $ (3,496)
============= ============
Loss per share - basic and diluted $ (0.00)
-------------
Weighted average shares-basic and diluted 40,902,549
-------------
The accompanying notes are an integral part of these financial statements
3
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
----------------------- Discount on Paid-In Development Stockholders'
Shares Amount Common Stock Capital Stage Equity
Balance, April 20,
2011 (Inception) - $ - $ - $ - $ - $ -
Shares issued for cash 109,150,000 10,915 - 392,135 - 403,050
Stock redemption (18,500,000) (1,850) - - - (1,850)
Common stock to
management at a
discount 3,000,000 300 (300) - - -
Additional paid-in
capital - - - 750 - 750
Net loss - - - - (3,496) (3,496)
------------ --------- --------- --------- ---------- ---------
Balance, December 31,
2011 93,650,000 $ 9,365 $ (300) $ 392,885 $ (3,496) $ 398,454
============ ========= ========= ========== ========= ==========
The accompanying notes are an integral part of these financial statements
4
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
December 31, 2011
------------------
OPERATING ACTIVITIES
Net loss $ (3,496)
------------------
Changes in Operating Assets and Liabilities
Prepaid expense (86,900)
Due from related parties (41,621)
Accrued liability 400
------------------
Cash used in Operating Activities $ (131,617)
------------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 10,915
Proceeds from stockholders' additional
paid-in capital 392,885
Redemption of common stock (1,850)
-----------------
Net cash provided by financing activities 401,950
------------------
Net increase in cash 270,333
Cash, beginning of period -
------------------
Cash, end of period $ 270,333
==================
The accompanying notes are an integral part of these financial statements
5
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the 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 entered
into an agreement with BioPharma Manufacturing Solutions for the change
in control of Beachwood. The agreement 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 owned by
previous directors and then 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. 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").
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 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 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 and will validate the process and ready the system for FDA
approval.
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
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.
6
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
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
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.
NOTE 2 - GOING CONCERN
The Company has an accumulated deficit of $3,496 since inception of the
Company on April 20, 2011 through December 31, 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.
The 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. 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.
7
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
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 September 2011, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2011-08, "Intangibles-Goodwill and Other
(Topic 350): Testing Goodwill Impairment" which is intended to simplify
goodwill impairment testing by permitting the assessment of qualitative factors
to determine whether events and circumstances lead to the conclusion that it is
necessary to perform the traditional two-step impairment test. Under this
update, we are not required to calculate the fair value of our reporting units
unless we conclude that it is more likely than not (likelihood of more than
50%) that the carrying value of our reporting units is greater than the fair
value of such units based on our assessment of events and circumstances. This
update is effective for fiscal years beginning after December 15, 2011, with
early adoption permitted. We have adopted the provisions of this update at
the beginning of our fourth quarter. The adoption of this provision did not
have a material impact on our financial statements.
8
BIOPHARMA MANUFACTURING SOLUTIONS INC.
(formerly BEACHWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
RECENT ACCOUNTING PRONOUNCEMENTS
Not Yet 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 ASU is not
expected to have a material impact on our 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.
On October 11, 2011, the Company issued 89,150,000 shares of its
common stock, par value $0.0001 to various investors.
NOTE 5 RELATED PARTY TRANSACTIONS
During the year, the Company remitted payments aggregating $41,621
on behalf of an entity owned by the President, which is under common
control. The related entity has agreed to pay back these funds to the
Company in 2012.
NOTE 6 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through March 28,
2012, the date the financial statements were available to be issued.
9
PART IV
Item 15. Exhibits, Financial Statement Schedules
(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 Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BIOPHARMA MANUFACTURING SOLUTIONS, INC.
By: /s/ Gary Riccio
President (Chief executive officer)
Dated: March 28, 2012
By: /s/ Gary Riccio
Treasurer (Chief financial officer)
Dated: March 28, 2012
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Gary Riccio Director March 28, 2012
