UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2014
¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period  to  __________
Commission File Number:000-54147

 

BIOPHARMA MANUFACTURING SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware	45-1878223
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

8001 Irvine Center Dr., Suite 400

Irvine, California 92618

(Address of principal executive offices)

 

(562) 244-9785

(Registrant’s telephone number)

 

____________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 issuer 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨  No x 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

¨ Large accelerated filer Accelerated filer	¨ Non-accelerated filer
x Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes  x No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 94,300,000

common shares as of November 11, 2014.

 

 

 

TABLE OF CONTENTS

 

		Page
	PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4:	Controls and Procedures	10
	PART II - OTHER INFORMATION	11
Item 1:	Legal Proceedings	11
Item 1A:	Risk Factors	11
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3:	Defaults Upon Senior Securities	11
Item 4:	Mine Safety Disclosures	11
Item 5:	Other Information	11
Item 6:	Exhibits	11

 

 

 

BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED BALANCE SHEETS

 

ASSETS		September 30, 2014				December 31, 2013
		(unaudited)				(audited)
Current assets
Cash		$	54,577			$	202,254
Accounts receivable			16,290				-
Prepaid expense			1,423				-
Deposit			4,094				4,094
Inventory			28,295				9,736
Current assets			104,679				216,084
Equipment, net			6,346				3,436
Total assets		$	111,025			$	219,520
LIABILITY AND STOCKHOLDERS' EQUITY
Current liability
Accrued liability		$	10,591			$	350
Total liabilities			10,591				350
Stockholders' equity
Preferred stock, $0.0001 par value, 20,000,000 shares
authorized; none outstanding			-				-
Common stock, $0.0001 par value, 150,000,000 shares
authorized; 94,300,000 shares  issued and outstanding, respectively			9,430				9,430
Discount on common stock issued to shareholder			(400	)			(400	)
Additional paid-in capital			505,870				462,410
Accumulated deficit			(414,466	)			(252,270	)
Total stockholders' equity			100,433				219,170
Total liability and stockholders' equity		$	111,025			$	219,520

 

 

BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

 

		For the three months ended September 30, 2014				For the three months ended September 30, 2013				For the nine months ended September 30, 2014				For the nine months ended September 30, 2013
Revenues		$	10,339			$	53,549			$	68,338			$	53,549
Cost of revenues			2,722				33,365				39,192				33,365
Gross profit			7,617				20,184				29,147				20,184
Operating expenses			55,845				28,099				191,343				103,091
Loss before income tax			(48,228	)			(7,915	)			(162,196	)			(82,907	)
Income tax			-				-				-				-
Net loss		$	(48,228	)		$	(7,915	)		$	(162,196	)		$	(82,907	)
Loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares - basic and diluted			94,300,000				94,300,000				94,300,000				94,333,700

 

 

BIOPHARMA MANUFACTURING SOLUTIONS INC.

(Formerly BEACHWOOD ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited

 

		For the nine months ended September 30, 2014				For the nine months ended September 30, 2013
OPERATING ACTIVITIES
Net loss		$	(162,196	)		$	(82,907	)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities
Depreciation and Amortization			1,357				-
Expenses paid by shareholder			43,460				-
Changes in operating assets and liabilities
Accounts receivable			(16,290	)			-
Prepaid expense			(1,423	)			1,125
Inventory			(18,559	)			-
Accrued liability			10,241				-
Net cash used in operating activities			(143,411	)			(81,782	)
INVESTING ACTIVITIES
Purchase of equipment			(4,266	)			(3,748	)
Total cash flows used in investing activities			(4,266	)			(3,748	)
FINANCING ACTIVITIES
Shareholder contribution							40,311
Proceeds from stockholders' additional paid-in capital			-				-
Redemption of common stock			-				(20	)
Net cash provided by financing activities			-				40,291
Net decrease in cash			(147,677	)			(45,239	)
Cash, beginning of period			202,254				266,650
Cash, end of period		$	54,577			$	221,411

 

 

1. OVERVIEW

 

Organization

 

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

 

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

 

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

 

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

 

Basis of Presentation

 

The accompanying unaudited condensed interim 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 condensed interim 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 condensed interim 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, 2013 (2013 Form 10-K) as filed with the SEC.

 

Going Concern

 

The Company has sustained losses since its inception on April 20, 2011. It has an accumulated deficit of $414,466 from inception through September 30, 2014. 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 unaudited condensed interim 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 generating enough revenues to support operations, financial support from its stockholders and the ability of the Company to obtain necessary equity financing to continue operations.

 

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

 

Use of Estimates

 

In preparing these unaudited condensed interim financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

 

 

Fair Value of Financial Instruments

 

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

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

·

Level 2 - Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

·

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

 

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

 

Cash

 

The Company considers all highly-liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013.

 

Concentration of Credit 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. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

 

Inventory

 

Inventory is stated at the lower of cost or market. Inventory consists primarily of purchased equipment which will be sold to clients as part of engineering consulting services.

 

Equipment, net

 

Equipment is stated at cost and depreciated using the straight-line method over the estimated service lives of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of equipment are recorded upon disposal. Depreciation expense amounted to $1,357 and $0 in the nine month periods ended September 30, 2014 and 2013, respectively.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition.”   Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

Costs of Goods Sold

 

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

 

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 September 30, 2014 and December 31, 2013, there were no deferred taxes as the deferred tax asset arising from net operation loss carry forwards was fully offset by a valuation allowance due to the uncertainty of its realization.

 

 

Share Based Compensation

 

The Company applies ASC 718, “Share-Based Compensation” to account for its service providers’ share-based payments.  Common stock of the Company was issued to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.

 

In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award.  All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing.  The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date.  ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in a subsequent period if actual forfeitures differ from initial estimates.  There were no forfeitures of share based compensation.

 

Net Loss per Common Share

 

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

 

Recent Accounting Pronouncements

 

Adopted

 

In February 2013, FASB issued ASU  2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.  The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP.  The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors.  The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations.  The Company adopted this ASU as of January 1, 2014.  This adoption did not have an effect on our financial statements.

 

Not Adopted

 

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company currently has no operations that are reported as discontinued operations and does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flows.

 

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

 

3. RELATED PARTY TRANSACTIONS

 

During the nine months period ended September 30, 2014, the Company’s President paid certain operating expenses, consisting of salaries and overhead expenses, on behalf of the Company. These expenses amounted to $43,459 and have been recorded to additional paid-in capital as a shareholder contribution.

 

As of September 30, 2014, the Company has one related-party customer, GMR Engineering. Sales to GMR engineering for the three months and nine months ended September 30, 2014 was $0 and $16,211, respectively.

 

4. COMMON STOCK

 

On February 15, 2013, the Company redeemed 200,000 shares of common stock owned by 2 shareholders for aggregate consideration paid of $200.

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements contained in this report on Form 10-Q, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the Securities and Exchange Commission.

 

Company Overview

 

BioPharma Manufacturing Solutions, Inc. (formerly Beachwood Acquisition Corporation) (the "Company") was incorporated in the State of Delaware in April 2011.

 

The Company was a developmental stage since inception until October 11, 2012, at which time BioPharma and GMR Engineering, Inc., executed an agreement whereby GMR Engineering Inc., agreed to transfer its BioPharmaceutical Process Engineering and Consulting Services (“BPECS”), a component of GMR Engineering Inc., to the Company in exchange for 1,000,000 shares of the Company's common stock. As a result of this acquisition, the Company started recognizing revenue from its principal operations and is therefore no longer classified as a development stage enterprise. Gary Riccio, who is the sole director and officer of the Company, resigned as an officer and director of GMR Engineering effective December 31, 2013.

 

On October 18, 2012, the Company filed with the Securities and Exchange Commission a registration statement on Form S-1 for the offer and sale of 72,000,000 shares of common stock of BioPharma Manufacturing Solutions, Inc. at $.08 per share offered by the holders thereof. That registration statement became effective on June 18, 2014.

 

The Company provides 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 Food and Drug Administration (“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.

 

The Company also provides technology transfer and scale-up, project management, process design, value engineering, process automation and process validation consulting services to biotechnology and pharmaceutical manufacturers in the life sciences industry. The Company assists its clients in all phases of biopharmaceutical project lifecycle from concept, risk assessment and design through installation, validation and FDA approval.

 

The Company's independent auditors have issued a report raising a substantial doubt about the Company's ability to continue as a going concern. The Company has sustained losses since its inception on April 20, 2011. It has an accumulated deficit of $414,466 from inception to September 30, 2014. The Company acquired BPECS on October 11, 2012 and did not generate sufficient revenue to meet its obligation requirements. The Company's sufficient contribution as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligation and/or obtaining financing from its shareholders or other sources, as it may be required.

 

 

Results of Operations for the Three and Nine months Ended September 30, 2014 and 2013

BioPharma Manufacturing Solutions, Inc.

Summary of Results of Operations

 

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Revenues		$	10,339			$	53,549			$	68,338			$	53,549
Cost of revenues			2,722				33,365				39,192				33,365
Gross profit			7,617				20,184				29,147				20,184
Operating expenses:
General and administrative			52,426				28,099				167,958				98,557
Research and development			2,751				-				22,028				4,534
Amortization and depreciation			668				-				1,357				-
Total operating expenses			55,845				28,099				191,343				103,091
Operating loss			(48,228	)			(7,915	)			(162,196	)			(82,907	)
Income tax			-				-				-				-
Net loss		$	(48,228	)		$	(7,915	)		$	(162,196	)		$	(82,907	)

 

Operating Loss; Net Loss

 

Our net loss increased by $40,313 for the three months ended September 30, 2014 compared to September 30, 2013, and increased by $79,289 for the nine months ended September 30, 2014 compared to September 30, 2013. The increase in net loss compared to the prior year periods is primarily a result of increase in our operating expenses.

 

Revenue

 

Our revenues for the three months ended September 30, 2014 declined by $43,210 compared to the three months ended September 30, 2013, and increased by $14,789 for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The reason for the changes is due to timing of our billing.

 

Cost of Goods Sold

 

Our cost of goods sold for the three months ended September 30, 2014 were $30,643 lower than the three months ended September 30, 2013.  Our cost of goods sold for the nine months ended September 30, 2014 were $5,827 higher than the nine months ended September 30, 2013. These changes are in line with the changes in revenues during the same periods. Cost of goods sold represents the cost of equipment we purchase for resale to our clients and when delivered and installed we transfer the related cost from inventory to cost of sales.

 

General and Administrative Expenses

 

General and administrative expenses increased by $24,327 in the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The main components of general and administrative expenses during the three months ended September 30, 2014 were $12,570 in accounting and legal fees, $12,000 in salaries, $19,767 in sales and marketing and $6,978 in other office related expenses. The main components of general and administrative expenses during the three months ended September 30, 2013 were $11,610 in accounting and legal fees, $12,000 in salaries and $4,489 in other office related expenses.

 

General and administrative expenses increased by $69,401 in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The main components of general and administrative expenses during the nine months ended September 30, 2014 were $69,380 in accounting and legal fees, $36,000 in salaries, $11,375 in corporate and SEC filing fees, $35,968 in sales and marketing and $15,236 in other office related expenses. The main components of general and administrative expenses during the nine months ended September 30, 2013 were $44,152 in accounting and legal fees, $36,000 in salaries, $3,796 in corporate and SEC filing fees and $14,610 in other office related expenses. The main reason for the increase in general and administrative expenses was an increase in accounting fees due to current review by the SEC of our prior periodic filings and registration statements and amending these forms as well as increase in sales and marketing expenses.

 

 

Research and Development

 

Our research and development cost were $2,751 higher for the three months ended September 30, 2014, compared to the three months ended September 30, 2013.  Our research and development cost were $17,494 higher for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013.  The increase was attributable to increased cost related to developing BioPharma prototype.

 

Liquidity and Capital Resources

 

As of September 30, 2014, we had total current assets of $104,679 and we had total current liabilities of $10,591.

 

Operating activities used $143,411 in cash for the nine months ended September 30, 2014, as compared to using $81,782 in cash for the nine months ended September 30, 2013.

 

Our net loss was $162,196 for the nine months ended September 30, 2014 compared to a net loss of $82,907 for the nine months ended September 30, 2013. Our increase in net loss was primarily the result of an increase in general and administrative expenses.

 

Investing activities during the nine months ended September 30, 2014 used $4,266 in cash compared to $3,748 during the nine months ended September 30, 2013. Cash used in investing activities were mainly a result of equipment purchases.

 

Financing activities during the nine months ended September 30, 2014 generated $0 in cash compared to $40,311 during the nine months ended September 30, 2013. Cash generated by investing activities in 2013 were mainly due to shareholder contribution.

 

As of September 30, 2014 and the date of this report, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Our failure to obtain financing would have a material adverse effect on our business.

 

Off Balance Sheet Arrangements

 

As of September 30, 2014, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital and have not yet received significant revenues. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent on generating cash from operations or through the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our principal executive officer and principal financial officer (who is the same person), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer (who is the same person) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

 

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, management's report was not subject to attestation by the Company's registered public accounting firm.

 

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the quarter ending September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

The “Risk Factors” contained in our Annual Report on Form 10-K filed with the SEC on March 31, 2014 are hereby incorporated by reference herein. Readers are encouraged to read the Form 10-K including those risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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.
Date:	November 14, 2014
	By:	/s/ Gary Riccio
	Gary Riccio
	Title: President and Chief Executive Officer