UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K








ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For
the Fiscal Year Ended December 31, 2009


Commission
File Number: 333-151684





GMS CAPITAL
CORP


(Name
of registrant as specified in its charter)





FLORIDA
            26-1094541(State
      or other jurisdiction
              of
      incorporation or organization)
            (IRS
      Employer
              Identification
      No.)





3456
Melrose Ave.


Montreal, Quebec H4A2S1
Canada


(Address
of principal executive offices)





(514)
287-0103


(Registrant’s
telephone number, including area code)





Securities Registered Under
Section 12(b) of the Exchange Act:


None





Securities Registered Under
Section 12(g) of the Exchange Act:


Common
Stock, $0.001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act from their obligations under
those Sections. Yes x   No o





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 (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈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. Yes x    
No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. o





Indicate
by check mark whether the registrant is a large accelerated file, 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     o
            Accelerated
      filer                       
      oNon-accelerated
      filer       o(Do not check if a
      smaller reporting company)
            Smaller
      reporting company     x








Indicate
if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   Yes o    
No x





No
exchange or over the counter market exists for our common stock. The most recent
price paid for our common stock in a private placement was $0.10 which closed on
October 1, 2007.





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. Solely for purposes of the foregoing calculation, all of the
registrant’s directors and officers are deemed to be
affiliates.  $_____________





The
number of shares outstanding of the registrant’s Common Stock, par value $.001
per share (the “Common Stock”), as of March 15, 2010, was
5,115,400.





Documents
incorporated by reference





None.








GMS
CAPITAL CORP.


Report
on Form 10-K


For
the Fiscal Year Ended December 31, 2009





PagePART IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            4Item
      1B.
            Unresolved
      Staff Comments
            11Item
      2.
            Properties
            11Item
      3.
            Legal
      Proceedings
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            11PART
      IIItem
      5.
            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
            11Item
      6.
            Selected
      Financial Data
            12Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            12Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            17Item
      8.
            Financial
      Statements and Supplementary Data
            17Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            18Item
      9A.
            Controls
      and Procedures
            18Item
      9B.
            Other
      Information
            19PART
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            19Item
      11.
            Executive
      Compensation
            21Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            21Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            22Item
      14
            Principal
      Accountant Fees and Services
            23PART
      IVItem
      15.
            Exhibits
            23SIGNATURES
            24





FORWARD-LOOKING
STATEMENTS





This
Annual Report on Form 10-K contains, in addition to historical information,
forward-looking statements regarding GMS Capital Corp. (the “Company” or “GMS”),
which represent the Company's expectations or beliefs including, but not limited
to, statements concerning the Company's operations, performance, financial
condition, business strategies, and other information and that involve
substantial risks and uncertainties. The Company's actual results of operations,
some of which are beyond the Company's control, could differ materially. For
this purpose, any statements contained in this Report that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, history of operating losses
and accumulated deficit; need for additional financing; dependence on future
sales of our services; competition; dependence on management; risks related to
proprietary rights; government regulation; and other factors described under
"Risk Factors" and throughout this Annual Report on Form 10-K. Actual results
may differ materially from those projected. These forward-looking statements
represent our judgment as of the date of the filing of this Annual Report on
Form 10-K. We disclaim any intent or obligation to update these forward-looking
statements.








PART I





ITEM
      1.
            BUSINESS





GMS
Capital Corp. was incorporated in Canada on March 9, 2000 under the name
"Metratech Retail Systems Inc." for the development and sales of specialized
inventory management software.  The Company re-incorporated itself in
the State of Florida on September 18, 2007 and was subsequently renamed "GMS
Capital Corp." in order to raise capital on the US public markets to realize its
objectives of investing in its development and marketing plans.





The
details of the merger and re-incorporation are as follows:





The
2,578,000 issued and outstanding shares of Metratech Retail Systems Inc. were
converted to 2,578,000 shares of GMS Capital Corp.  Each shareholder
of the Company received one share of GMS Capital Corp. for every share of
Metratech Retail Systems Inc.  The three directors of Metratech Retail
Systems Inc., George Metrakos, Marcel Côté and Spiro Krallis were replaced
by George Metrakos on the board of directors of the newly incorporated
company.





On
October 1, 2007, the Company issued an additional 2,537,400 shares at a price of
$0.10 per share in order to compensate shareholders and external consultants to
perform the consulting work necessary to complete the company's
prospectus.





GMS
decided to reincorporate itself under the laws of the State of Florida in order
to take advantage of opportunities available to public entities in the
US.  The reincorporation saw existing shareholders receive the
equivalent number of shares in the Florida corporation as they held in the
company prior to reincorporation.  The reincorporation in no way has
changed the capital structure of the Company.





History
of Key Agreements





On July
10, 2000, founding shareholders entered into a term sheet for the partnership
agreement representing the ownership structure of Metratech Retail Systems
Inc.  While a final partnership agreement was never executed, the Term
sheet is enforceable against the parties.  The agreement outlined the
share structure to represent initial investments made by the founding
shareholders, along with roles and responsibilities of the President, Secretary
and CEO of the Corporation.





On April
1, 2000, the Company entered into a Non-Disclosure Agreement with MGA Concept, a
software development firm in Montreal, Canada which outlined the roles and
responsibilities of MGA Concept as it relates to their provision of software
programming services to the Company.  MGA Concept went on to provide
all the consulting services required by the Company to develop, test and deploy
its software.





On
October 16, 2000, George Metrakos, acting on behalf of the Company, entered into
an agreement with Junior Active Designs Inc., a supplier to Retailer Wal-Mart
Stores, in order to learn and record all of the requirements set forth by
Wal-Mart Stores with respect to the management of inventory within their Retail
Stores.  The Agreement outlined that all of the rights, title and
interest in any inventions, improvements, discoveries, processes, know-how and
trade secrets discovered by Mr. Metrakos as it pertained to any software
development at Junior Active Designs Inc. would be the property of George
Metrakos in order to utilize and transfer to Metratech Retail Systems Inc. for
its use in the development and marketing of its software.





Description
of Business





Principal
products or services and their markets





The
Company's software, known as "ManageThePipe", permits suppliers to major
retailers such as Wal-Mart to predict the amount of inventory required in the
near future in order to meet the sales demands for its products on retail store
shelves.  The software collects data such as production schedules,
shipping schedules, historic sales and current retail store inventories in order
to calculate an estimate of future inventory requirements for each item that a
supplier sells through major retailers such as Wal-Mart Stores.





Our
Company has invested in the research and development of our inventory management
software which collects data and performs forecast calculations. Our technology
consists of proprietary software programming however, we have no specific legal
entitlement that does not permit someone else from utilizing the same base
software languages in order to produce similar inventory management software
offerings.





1


Base
software languages are the language building blocks used by programmers to
translate the desired logic sequences into a message that the computer can
understand and execute.  An example of a logic sequence is “if the
user wishes to predict the future sales of their product based on historical
sales”, the software should calculate a forecast based on mathematical models
provided in its logic tables to calculate the forecasted values. The combination
and use of these building blocks is known as ‘software code”, and hence this
combination, created by the Company’s programmers, along with “off-the-shelf”
computer hardware (ie. Equipment that is readily available by computer companies
such as servers) is collectively referred to as “our technology and trade
secrets”.





We
therefore cannot be certain that others will not gain access to our technology.
In order to protect this proprietary technology, we hold non-disclosure and
confidentiality agreements and understandings with our employees, consultants,
re-sellers, distributors, wholesalers and technology partners. We cannot
guarantee that our technology and trade secrets will not be stolen, challenged,
invalidated or circumvented. If any of these were to occur, we would suffer from
a decreased competitive advantage, resulting in lower profitability due to
decreased sales.





The
Company offers the following products and services to customers utilizing its
ManageThePipe inventory management software:




·           Installation
and configuration of the software within the customer's computer
network




·           Professional
and consulting services to assist the customer to optimize their inventory to
meet sales demands




·           Maintenance
services in order to assist the customer in ensuring daily importation of data
from various sources into the ManageThePipe software




·           Software
subscription fees for the use of the software on the premises of the
customer.




Distribution
methods of the products or services





To date,
our Sales & Marketing expenses have been limited to commission-based sales
costs and minimal marketing expenses. As a result, there is very little brand
awareness for our products and services. We believe a strategic marketing
campaign is necessary to achieve the customer base growth that we anticipate due
to significant investments in customer acquisition. The bulk of this investment
is due to costs related to promoting our brand through advertising in different
media, along with analysis of new market segments and product placement
strategies.





The main
market segment where we will invest in Sales & Marketing is that of the
Canadian small to medium sized manufacturer or importer of goods that are sold
through retail stores to the general public.  These investments
include travel, participation in industry trade shows and print/on-line media
within industry publications and web sites.





Direct
Sales.





We
solicit customers directly in order to purchase our products and services. Upon
acceptance of our offer, our customers sign a Service Agreement.





Sales
Through a Value-Added Reseller.





A
Value-Added Reseller typically re-sells our software in combination with other
software also offered by the Value-Added Reseller, providing a customized and
complete solution for the customer.  Other software which is
compatible with the ManageThePipe software includes production planning
software, enterprise resource planning software and sales analysis
software.





In the
case of any sale, the Company enters into a services agreement with the
customer.




Customers
  We are
currently dependent on our current customer NTD Apparel Inc. (“NTD”), which
represents 100% of our Maintenance, Subscription and Professional Servicesrevenues.
We have yet to formalize our agreements with them with the signature of our
Services Agreement. However, a verbal agreement exists for the following
delivery ofproducts
and services:
  · NTD
will pay Cdn$100 per hour for all custom development services delivered to NTD
by the Company as it pertains to NTD’s use of the Company’s
software
 · NTD
will pay Cdn$100 per hour for all maintenance services performed by the Company
on the Company’s software
 · NTD
will pay license fees of Cdn$2,000 per Retailer Module license to the
Company





Status
of any publicly announced new product or service





ManageThePipe
software was in a pre-commercialization phase with the deployment of the first
version of the software at a garment manufacturing facility in July of
2002.  The software has since been deployed in numerous customer
facilities and is available for sale in its current state.





The
software installation, use and maintenance represent a first year investment of
$25,000 followed by yearly subscription fees of $12,000.





2


Competitive
Business Conditions





There are
numerous software products existing on the market which provide solutions to the
challenges of inventory management on retailer store shelves on a daily
basis.  They can be classified by the following
categories:





Larger,
established software companies for larger multinational companies:





The
following corporations involved in inventory managementand are not a direct
competitors to The Company's software product, ManageThePipe: Demantra,
Viewlocity, Riverone, Verticalnet, Steelwedge and Evant.  These
companies, present in a wide range of industry sectors, produce completely
integrated software involved from sourcing of raw materials, delivery,
manufacturing, packaging and all other elements of production (known as
"end-to-end" software) of goods sold to consumers.  These complete
end-to-end softwares sell at a very high cost (+1M$), which require a high level
of integration.  ManageThePipe is focused solely on smaller to medium
sized companies who are Suppliers of Major Retailers.





Enterprise
Resource Planning Software (ERP)





ERP
systems (ex. SAP, JD Edwards, Manugistics, Navision, etc.) are primarily
internally focused back-office systems, that is that they are involved in
monitoring the daily transactions of a business, from invoicing, to production
of packing slips and delivery confirmations.  The result of such a
complex software is that it is cumbersome and has a long implementation cycle
inside the business.  A long implementation cycle means that the
business implementing an ERP solution have to consider at least six months of
time to integrate the software, transfer the company's existing operations into
the new software and provide sufficient training to employees.  Due to
this longer implementation time, these softwares are not competition to
ManageThePipe.





Direct
Competition to ManageThePipe:





The
following competitors sell to mid to large Suppliers of Major
Retailers:





Demand
Management Inc. (MO, USA) (www.demandsolutions.com) founded in
1985.


Thrive
Technologies (GA, USA) (www.thrivetech.com), founded in 2001.


Vendor
Managed Technologies (MI, USA) (www.vmtsoftware.com) Founded in
1998.





The
inventory management software industry is highly competitive, rapidly evolving
and subject to constant technological change and to intense marketing by
different providers of functionally similar services. Since there are few, if
any, substantial barriers to entry, we expect that new competitors are likely to
enter our markets. Most, if not all, of our competitors are significantly larger
and have substantially greater market presence and longer operating history as
well as greater financial, technical, operational, marketing, personnel and
other resources than we do.





Competitive
Advantages





Today,
Major Retailers such as Wal-Mart are relying on their suppliers to make
inventory replenishment decisions, that is deciding which stores should get
which products and at what quantity, in order to ensure that the retail shelves
remain adequately stocked to meet consumer demand.  As a result,
Suppliers utilize inventory management software and forecasting software in
order to assist them to make a decision about how much product to manufacture or
import, how much to stock in their warehouse and how much to ship to each
store.





We
believe that we have the following competitive advantages:





(1) 
Competitive Pricing





Our use
our proprietary software enables us to provide customers with competitive
pricing for their inventory management needs. Nonetheless, there can be no
assurance that we will be able to successfully compete with major software
suppliers in present and prospective markets. While there can be no assurances,
we believe that by offering competitive pricing we will be able to compete in
our present and prospective markets.





(2) 
Advantages of Equipment and Technology





We rely
on our own internally-developed software to meet the needs of our customers. We
will need to continue to select, invest in and develop new and enhanced
technology to remain competitive. Our future success will also depend on our
operational and financial ability to develop information technology solutions
that keep pace with evolving industry standards and changing client demands. Our
business is highly dependent on our software systems, the temporary or permanent
loss of which could materially and adversely affect our business.





3


Existing
and Probable Governmental Regulation





The
software industry is not a regulated industry.





Research
and Development





The
Company occasionally incurs costs on activities that relate to research and
development of new products. Research and development costs are expensed as
incurred. Certain of these costs are reduced by government grants and investment
tax credits where applicable.  The Company did not incur Research and
Development expenses during 2007, 2008 and 2009.





Compliance
with Environmental Laws





We did
not incur any costs in connection with the compliance with any federal, state,
or local environmental laws.





CORPORATE
OFFICES





The
Company's executive offices are currently located at 3456 Melrose Ave., Montreal
Quebec H4A 2S1 Canada.





EMPLOYEES





The
Company has no full time employees and has three part time
employees.





ITEM
      1A.
            RISK
      FACTORS





Any
investment in our common shares involves a high degree of risk and is subject to
many uncertainties. These risks and uncertainties may adversely affect our
business, operating results and financial condition. All of our material risks
and uncertainties are described below. If any of the following risks actually
occur, our business, financial condition, results or operations could be
materially and adversely affected. The trading of our common stock, once
established, could decline, and you may lose all or part of your investment
therein. You should acquire shares of our common stock only if you can afford to
lose your entire investment. In order to attain an appreciation for these risks
and uncertainties, you should read this Report in its entirety and consider,
including the Financial Statements and Notes, prior to making an investment in
our common stock.





As used
in this report, the terms "we," "us," "our," "the Company" and "GMS" mean GMS
Capital; Corp., a Florida corporation, unless the context indicates a different
meaning.





Risks
associated with forward-looking statements.





This
report contains certain forward-looking statements regarding management's plans
and objectives for future operations, including plans and objectives relating to
our planned marketing efforts and future economic performance. The
forward-looking statements and associated risks set forth in this report include
or relate to:





(1) Our
ability to obtain a meaningful degree of consumer acceptance for our products
now and in the future,





(2) Our
ability to market our products on a global basis at competitive prices now and
in the future,





(3) Our
ability to maintain brand-name recognition for our products now and in the
future,





(4) Our
ability to maintain an effective distributors network,





(5) Our
success in forecasting demand for our products now and in the
future,





(6) Our
ability to maintain pricing and thereby maintain adequate profit margins,
and





(7) Our
ability to obtain and retain sufficient capital for future
operations.





4


Decreasing
market prices for our products and services due to increasing competition may
cause us to lower our prices to remain competitive, which could delay or prevent
our future profitability.





Currently,
our prices are lower than those of many of our competitors for comparable
software products and services. However, market prices for business analysis
software have decreased over the last few years, and we anticipate that prices
will continue to decrease. This information is based on the experience of the
Company's management working in the business analytics software
industry.  Such competition or continued price decreases may require
us to lower our prices to remain competitive, may result in reduced revenue, a
loss of customers, or a decrease in customer growth and may delay or prevent our
future profitability. Since we have priced our products as an upfront commitment
to the customer of approximately $40,000, a decrease in more than 60% of this
price will render each of our installations to be at a loss, considering the
professional services costs required to spend for the installation and on-going
delivery of service to the customer.  The value of your investment in
the common shares would therefore be affected due to the lack of profitability
in this scenario, and you could even lose your entire investment.





Business
Analysis Software may fail to gain acceptance among suppliers to major retailers
and hence the growth of the business will be limited, lowering the profitability
of the business.





If
business analysis software such as our inventory management solutions fail to
gain acceptance among suppliers to major retailers, our ability to grow our
business will be limited, which could affect the profitability of our business.
The market for business analysis and inventory management software has only in
the last 10 years begun to develop and is rapidly evolving. We currently
generate most of our revenue from the sale of professional services as we have
not been able to increase significantly the sales of our software.  If
our sales and marketing plan fail to increase the number of customers using our
software, our ability to grow our business will be limited. As a result, the
value of your investment in the common shares would be affected, and you could
even lose your entire investment.





Our
software to date is not sufficiently developed or advanced in order to offer a
simple and efficient means of installing it within the customer's
premises.





Customers
must therefore incur additional professional service fees in order to install
and utilize the software on their premises, increasing the cost of ownership to
the customer.  As such, there remains a higher barrier to new customer
acquisition due to these higher costs versus our competition.  The
result may be our inability to acquire enough customers, reducing our revenues
and hence our profitability.  If such a scenario is not overcome, the
value of our common stock will fall and you could lose your entire
investment.





Our
software may have flaws which could result in a reduction of customer appeal and
hence reduce the profitability of our operations.





Flaws in
our technology and systems could cause our customers to commit errors in their
management of their inventory, resulting in lost sales opportunities for their
products on retail shelves or the overstock of items in
warehouses.  These errors will result in reduced revenues and higher
costs to our customers and hence will greatly reduce the appeal of our software
and services.  Such flaws will damage our reputation, cause us to lose
customers and limit our growth which could affect the profitability and
operations of our business.  Such an effect would result in the value
of your investment in the common shares to be affected, and you could even lose
your entire investment.





Because
much of our potential success and value lies in our use of internally developed
software, if we fail to protect the software, it could affect the profitability
and operations of our business.





Our
ability to compete effectively is dependent in large part upon the maintenance
and continued development of internally developed software. To date, we have
relied on trade secret laws, as well as confidentiality procedures and licensing
arrangements, to establish and protect our rights to our software. We typically
enter into confidentiality or license agreements with our employees,
consultants, customers and vendors in an effort to control access to, and
distribution of, technology, software, documentation and other
information.  Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use this software without
authorization.





Policing
unauthorized use of our software is difficult. The steps we take may not prevent
misappropriation of the software we rely on. In addition, effective protection
may be unavailable or limited in some jurisdictions outside the United States
and Canada. Litigation may be necessary in the future to enforce or protect our
rights, or to determine the validity and scope of the rights of others. That
litigation could cause us to incur substantial costs and divert resources away
from our daily business, which in turn could materially adversely affect our
business through decreasing profitability and negative corporate image to our
customers, causing a higher rate of customer defection. As a result, the value
of your investment in the common shares would be affected, and you could even
lose your entire investment.





5


We
cannot guarantee that our software technology and trade secrets will not be
stolen, decreasing our competitive advantage, resulting in lower profitability
due to decreased sales.





Our
Company has invested in the research and development of our software technology
which permits the calculation and estimated sales forecast of consumer product
inventory within a retail store. This technology has been developed by our
employees and consultants and is owned entirely by us.  The
programming and configuration of our software technology together with the
computer hardware and software required for our services to function is
proprietary to our company.  We rely on trade secrets and proprietary
know-how to protect this technology. We cannot assure you that our technology
will not be breached, that we will have adequate remedies for any breach, or
that our trade secrets and proprietary know-how will not otherwise become known
or be independently discovered by others. If such a breach were to occur, our
brand, reputation, and growth will be negatively impacted. As a result, we would
incur extra expense to acquire new customers to replace those which have been
acquired by the increased competitive presence, decreasing our profitability as
expenses would increase. As a result, the value of your investment in the common
shares would be affected, and you could even lose your entire
investment.





We
Do Not Currently Hold a Professional or Product Liability Insurance Policy
Required to Sufficiently Protect Us and We Remain Exposed To Potential Liability
Claims.





We do not
currently hold a professional or product liability insurance policy. We intend
to purchase a professional and product liability insurance policy from the
proceeds of this offering. Professional and product liability insurance coverage
is specifically tailored to the delivery of our software and professional
services to our customers. For example, a customer whose software is not
functional due to a service outage or has produced a mathematical result that is
incorrect due to a software flaw may sue us for damages related to the
customer's inability to properly anticipate the required inventory levels to
properly meet sales demand. Professional liability insurance exists to cover the
Company for any costs associated with the legal defense, or any penalties
awarded to the plaintiff in such cases where judgment could be rendered against
us in case of loss in court. Such penalties could be large monetary funds that a
judge could force us to pay in the event where damages have been awarded to the
plaintiff.





Our
business exposes us to potential professional liability which is prevalent in
the business analytics software industry. While we have adequate licensing
agreements which indicate that we cannot guarantee 100% accuracy, these
licensing agreements cannot guarantee that we will not be sued for damages. The
company currently has no specific professional or product liability insurance.
The company intends to purchase professional and product liability insurance
which will help to defray costs to the company for defense against damage
claims. The Company does not foresee any difficulties in obtaining such a
policy, as the company has already been approved and a quotation submitted for
such coverage by a Canadian Insurance Company. In this proposal, the Insurance
Company is aware of the geographical locations of our client base, which is
predominantly in Canada however includes a small amount in the US and
International. There can be no assurance that the coverage the commercial
general liability insurance policy provides will be adequate to satisfy all
claims that may arise. Regardless of merit or eventual outcome, such claims may
result in decreased demand for a product, injury to our reputation and loss of
revenues. Thus, a product liability claim may result in losses that could be
material, affecting the value of the common shares of the company, and you could
even lose your entire investment.





Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.





Our
Company began its operations in 2000. Our limited operating history in the
industry may not provide a meaningful basis on which to evaluate our business.
We cannot assure you that we will maintain our profitability or that we will not
incur net losses in the future. We expect that our operating expenses will
increase as we expand. Any significant failure to realize anticipated revenue
growth could result in significant operating losses. We will continue to
encounter risks and difficulties frequently experienced by companies at a
similar stage of development, including our potential failure to:




·           maintain
our proprietary technology;




·           expand
our product offerings and maintain the high quality of our
products;




·           manage
our expanding operations, including the integration of any future
acquisitions;




·           obtain
sufficient working capital to support our expansion and to fill customers'
orders in time;




·           maintain
adequate control of our expenses;




·           implement
our product development, marketing, sales, and acquisition strategies and adapt
and modify them as needed;




·           anticipate
and adapt to changing conditions in the software industry markets in which
we operate as well as the impact of any changes in government regulation,
mergers and acquisitions involving our competitors, technological developments
and other significant competitive and market dynamics.




6


If we are
not successful in addressing any or all of these risks, our business may be
materially and adversely affected.





We
may encounter substantial competition in our business and our failure to compete
effectively may adversely affect our ability to generate revenue.





We
believe that existing and new competitors will continue to improve their
products and to introduce new products with competitive price and performance
characteristics. We expect that we will be required to continue to invest in
product development and productivity improvements to compete effectively in our
markets. Our competitors could develop a more efficient product or undertake
more aggressive and costly marketing campaigns than ours, which may adversely
affect our marketing strategies and could have a material adverse effect on our
business, results of operations and financial condition.





Our major
competitors may be better able than we to successfully endure downturns in our
industry. In periods of reduced demand for our products, we can either choose to
maintain market share by reducing our selling prices to meet competition or
maintain selling prices, which would likely sacrifice market share. Sales and
overall profitability would be reduced in either case. In addition, we cannot
assure you that additional competitors will not enter our existing markets, or
that we will be able to compete successfully against existing or new
competition.





We
may not be able to prevent others from unauthorized use of our software, which
could harm our business and competitive position.





Our
success depends, in part, on our ability to protect our proprietary
technologies. The process of seeking patent protection can be lengthy and
expensive and we cannot ensure you that our existing or future issued software
copyrights will be sufficient to provide us with meaningful protection or
commercial advantages.





We also
cannot assure you that our current or potential competitors do not have, and
will not obtain, patents that will prevent, limit or interfere with our ability
to make, use or sell our products in either the US or other
countries.





We
will require additional capital to fund our operations beyond the next 3 months
and, if it is not available, we will be forced to reduce our planned development
and marketing efforts, which will reduce our sales revenues.





We
believe that our existing working capital and cash available from operations
will enable us to meet our working capital requirements for the next 3 months.
From this point onwards, unless we experience an increase in revenues from the
current level, we will need additional capital. The development and marketing of
new products and the expansion of distribution channels and associated support
personnel requires a significant commitment of resources. In addition, if the
markets for our products develop more slowly than anticipated, or if we fail to
establish significant market share and achieve sufficient net revenues, we may
continue to consume significant amounts of capital. As a result, we could be
required to raise additional capital. To the extent that we raise additional
capital through the sale of equity or convertible debt securities, the issuance
of such securities could result in dilution of the shares held by existing
stockholders. If additional funds are raised through the issuance of debt
securities, such securities may provide the holders certain rights, preferences,
and privileges senior to those of common stockholders, and the terms of such
debt could impose restrictions on our operations. We cannot assure you that
additional capital, if required, will be available on acceptable terms, or at
all. If we are unable to obtain sufficient amounts of additional capital, we may
be required to reduce the scope of our planned product development and marketing
efforts, which could harm our business, financial condition and operating
results.





We
may not have adequate internal accounting controls. While we have certain
internal procedures in our budgeting, forecasting and in the management and
allocation of funds, our internal controls may not be adequate.





We are
constantly striving to improve our internal accounting controls. We hope to
develop an adequate internal accounting control to budget, forecast, manage and
allocate our funds and account for them. There is no guarantee that such
improvements will be adequate or successful or that such improvements will be
carried out on a timely basis. If we do not have adequate internal accounting
controls, we may not be able to appropriately budget, forecast and manage our
funds, we may also be unable to prepare accurate accounts on a timely basis to
meet our continuing financial reporting obligations and we may not be able to
satisfy our obligations under US securities laws.





7


Failure
to achieve and maintain effective internal controls in accordance
with section 404 of the Sarbanes-Oxley act could have a material
adverse effect on our business and operating results.





It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
auditing and other finance staff in order to develop and implement appropriate
additional internal controls, processes and reporting procedures. If we are
unable to comply with these requirements of the Sarbanes-Oxley Act, we may not
be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.





If we
fail to comply in a timely manner with the requirements of Section 404 of the
Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.





Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are be
required to prepare assessments regarding internal controls over financial
reporting, furnish a report by our management on our internal control over
financial reporting. We have begun the process of documenting and testing our
internal control procedures in order to satisfy these requirements, which is
likely to result in increased general and administrative expenses and may shift
management time and attention from revenue-generating activities to compliance
activities. While our management is expending significant resources in an effort
to complete this important project, there can be no assurance that we will be
able to achieve our objective on a timely basis. There also can be no assurance
that our auditors will be able to issue an unqualified opinion on management's
assessment of the effectiveness of our internal control over financial
reporting. Failure to achieve and maintain an effective internal control
environment or complete our Section 404 certifications could have a material
adverse effect on our stock price.





In
addition, in connection with our on-going assessment of the effectiveness
of our internal control over financial reporting, we may discover
“material weaknesses” in our internal controls as defined in standards
established by the Public Company Accounting Oversight Board, or the PCAOB.
A material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote likelihood
that a material misstatement of the annual or interim financial statements
will not be prevented or detected. The PCAOB defines “significant
deficiency” as a deficiency that results in more than a remote likelihood
that a misstatement of the financial statements that is more than
inconsequential will not be prevented or detected.





In the
event that a material weakness is identified, we will employ
qualified personnel and adopt and implement policies and procedures to
address any material weaknesses that we identify. However, the process of
designing and implementing effective internal controls is a continuous
effort that requires us to anticipate and react to changes in our business
and the economic and regulatory environments and to expend significant
resources to maintain a system of internal controls that is adequate to
satisfy our reporting obligations as a public company. We cannot assure you
that the measures we will take will remediate any material weaknesses that
we may identify or that we will implement and maintain adequate controls
over our financial process and reporting in the future.





Any
failure to complete our assessment of our internal control over
financial reporting, to remediate any material weaknesses that we may
identify or to implement new or improved controls, or difficulties
encountered in their implementation, could harm our operating results,
cause us to fail to meet our reporting obligations or result in material
misstatements in our financial statements. Any such failure could also
adversely affect the results of the periodic management evaluations of our
internal controls and, in the case of a failure to remediate any material
weaknesses that we may identify, would adversely affect the annual auditor
attestation reports regarding the effectiveness of our internal control over
financial reporting that are required under Section 404 of the
Sarbanes-Oxley Act. Inadequate internal controls could also cause investors
to lose confidence in our reported financial information, which could have
a negative effect on the trading price of our common stock.





Once
publicly trading, the application of the “penny stock” rules could adversely
affect the market price of our common shares and increase your transaction costs
to sell those shares. The securities and exchange commission has adopted rule
3a51-1 which establishes the definition of a “penny stock,” for the purposes
relevant to us, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, rule 15g-9 require:





•
            that
      a broker or dealer approve a person’s account for transactions in penny
      stocks; and•
            the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased





In order
to approve a person’s account for transactions in penny stocks, the broker or
dealer must:





•
            obtain
      financial information and investment experience objectives of the person;
      and•
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





8


The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:





•
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and•
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.


•
            Generally,
      brokers may be less willing to execute transactions in securities subject
      to the “penny stock” rules. This may make it more difficult for investors
      to dispose of our common stock and cause a decline in the market value of
      our stock.





The
market price for our common shares is particularly volatile given our status as
a relatively unknown company with a small and thinly traded public float,
limited operating history and lack of profits which could lead to wide
fluctuations in our share price. The price at which you purchase our common
shares may not be indicative of the price that will prevail in the trading
market. You may be unable to sell your common shares at or above your purchase
price, which may result in substantial losses to you.





The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, we are a speculative or “risky” investment due to our
limited operating history and lack of profits to date, and uncertainty of future
market acceptance for our potential products. As a consequence of this enhanced
risk, more risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a seasoned issuer. Many of
these factors are beyond our control and may decrease the market price of our
common shares, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
shares will be at any time, including as to whether our common shares will
sustain their current market prices, or as to what effect that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.





Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (5) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses. Our management is
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities. The occurrence
of these patterns or practices could increase the volatility of our share
price.





Volatility
in our common share price may subject us to securities litigation, thereby
diverting our resources that may have a material effect on our profitability and
results of operations.





As
discussed in the preceding risk factor, the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past, plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation. Securities litigation could result in substantial
costs and liabilities and could divert management’s attention and
resources.





We
will incur increased costs as a result of being a public company, which could
affect our profitability and operating results.





The
Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the
Securities and Exchange Commissions, the Nasdaq National Market and the Public
Company Accounting Oversight Board have imposed various new requirements on
public companies, including requiring changes in corporate governance practices.
We expect these rules and regulations to increase our legal and financial
compliance costs and to make some activities more time-consuming and costly. We
expect to spend between $50,000 to $100,000 in legal and accounting expenses
annually to comply with Sarbanes-Oxley. These costs could affect profitability
and our results of operations.





9


We
do not have "key man" insurance on our Chairman and CEO, on whom we rely for the
management of our business.





We
depend, to a large extent, on the abilities and participation of our current
management team, but have a particular reliance upon Mr. George Metrakos, the
Company's Chairman of the Board and CEO. The loss of the services of Mr. George
Metrakos for any reason, may have a material adverse effect on our business and
prospects. We cannot assure you that their services will continue to be
available to us, or that we will be able to find a suitable replacement for
either of them. We do not carry key man life insurance for any key
personnel.





We
may not be able to hire and retain qualified personnel to support our growth and
if we are unable to retain or hire such personnel in the future, our ability to
improve our products and implement our business objectives could be adversely
affected.





If one or
more of our senior executives or other key personnel are unable or unwilling to
continue in their present positions, we may not be able to replace them easily
or at all, and our business may be disrupted and our financial condition and
results of operations may be materially and adversely affected. Competition for
senior management and senior technology personnel is intense, the pool of
qualified candidates is very limited, and we may not be able to retain the
services of our senior executives or senior technology personnel, or attract and
retain high-quality senior executives or senior technology personnel in the
future.  Considering our current cash position, we do not have adequate
cash resources to hire and retain key personel should our current offering fail
to raise adequate funding.  Such failure could materially and adversely
affect our future growth and financial condition.





We do not presently maintain product
liability insurance, and our property and equipment insurance does not cover the
full value of our property and equipment, which leaves us with exposure in the
event of loss or damage to our properties or claims filed against
us.





We
currently do not carry any product liability or other similar insurance. We
cannot assure you that we would not face liability in the event of the failure
of any of our products.  Should our inventory management software fail
to correctly calculate estimated inventory levels recommended to meet a specific
sales forecast for example, and our customer produces or purchases a large
amount of inventory as a result, then we can face significant legal expenses in
resolving the situation with the customer.  While our service
agreement absolves responsibility of the company due to errors and omissions, we
do not hold adequate insurance coverage for such liabilities and hence will not
have adequate financial resources to defend ourselves under any lawsuits
filed.





Risks
Related to Our Common Stock.





Future Sales of Common Stock Could
Depress the Price of our Common Stock





Future
sales of substantial amounts of common stock pursuant to Rule 144 under the
Securities Act of 1933 or otherwise by certain shareholders could have a
material adverse impact on the market price for the common stock at the time.
There are presently 5,115,400 outstanding shares of our common stock held by
shareholders which are deemed "restricted securities" as defined by Rule 144
under the Securities Act of which 4,569,900 are held by
affiliates.  Within these affiliated shares, 2,578,000 are subject to
the limitations placed on shares that would be subject to the comments from
Kenneth Worm to Richard Wolffe. Under certain circumstances, these shares may be
sold without registration pursuant to the provisions of rule
144.  Rule 144 permits, under certain circumstances, the sale of
restricted securities without any quantity limitations by a person who is not an
affiliate of ours and has satisfied a six month holding period. Any sales of
shares by shareholders pursuant to rule 144 may have a depressive effect on the
price of our common stock.





To
date, we have not paid any cash dividends and no cash dividends will be paid in
the foreseeable future.





We do not
anticipate paying cash dividends on our common stock in the foreseeable future,
and we cannot assure an investor that funds will be legally available to pay
dividends or that even if the funds are available, that the dividends will be
paid.





There
is no public (trading) market for our common stock and there is no assurance
that the common stock will ever trade on a recognized exchange or dealers'
network; therefore, our investors may not be able to sell their
shares.





Our
common stock is not listed on any exchange or quoted on any similar quotation
service, and there is currently no public market for our common stock. We have
not taken any steps to enable our common stock to be quoted on the OTC Bulletin
Board, and can provide no assurance that our common stock will ever be quoted on
any quotation service or that any market for our common stock will ever develop.
As a result, stockholders may be unable to liquidate their investments, or may
encounter considerable delay in selling shares of our common stock. Likewise,
stockholders may be unable to sell their common shares at or above the purchase
price, which may result in substantial losses to stockholders. There can be no
assurances that we be listed on the OTC Bulletin Board.





10


We
are responsible for the indemnification of our officers and
directors.





Our
Bylaws provide for the indemnification of our directors, officers, employees,
and agents, under certain circumstances, against costs and expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on our behalf. Consequently, we may be required
to expend substantial funds to satisfy these indemnity obligations.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None.





ITEM 2.
            PROPERTIES





The
Company's executive offices are currently located at 3456 Melrose Ave.,
Montreal, Quebec H4A 2S1 CANADA





ITEM 3.
            LEGAL
      PROCEEDINGS





During
the past five years, none of the following occurred with respect to a present or
former director or executive officer of the Company: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time; (2) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the commodities futures trading commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.





We are not a party to any pending
material legal proceedings and are not aware of any threatened or contemplated
proceeding by any governmental authority against the Company. Notwithstanding,
from time to time, the Company is subject to legal proceedings and claims in the
ordinary course of business, including employment-related and trade related
claims.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





PART II





ITEM 5.
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES





At
present, our securities are not traded publicly. There is no assurance that a
trading market will develop, or, if developed, that it will be
sustained.





Recent
Sales of Unregistered Securities





None.





Dividend
Policy





We have
never declared or paid cash dividends on our capital stock and do not plan to
pay any cash dividends in the foreseeable future. Our current policy is to
retain all of our earnings to finance future growth.





11


Repurchases
by the Company





During
the last Fiscal Year we did not repurchase any shares of our common stock on our
own behalf or for any affiliated purchaser.





Equity
Compensation Plan Information





None.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
required.





ITEM
      7.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion and analysis should be read in conjunction with the
consolidated financial statements included elsewhere in this report and the
information described under the caption "Risk Factors" found in Part 1. Readers
should also be cautioned that results of any reported period are often not
indicative of results for any future period.





We were
reincorporated in the State of Florida as "GMS CAPITAL CORP" in 2007. Prior to
this reincorporation, the Company was doing business as "Metratech Retail
Systems Inc.", a Canadian Corporation since 2000.  Our revenues are
derived primarily from the collection of software subscription-based licensing
revenues and professional services to business customers.





Trends
in Our Industry and Business





A number
of trends in our industry and business have a significant effect on our results
of operations and are important to an understanding of our financial statements.
These trends include:





Decreasing Prices for Consumer
Goods. The prices for everyday consumer goods continually decrease
due to increased competition among major Retailers.  As a result,
Retailers are continuously searching for innovative ways to reduce their costs
from their suppliers.  This cost reduction pressure has resulted in an
increasing requirement for Retailers to rely on their suppliers to manage their
inventory so that the Retailers do not have to spend money and dedicate
resources to this important task.





Manufacturers and Importers are
Suppliers whose core competencies are not Retailer store shelf inventory
management. Suppliers are typically experts at shipping their goods
based on confirmed orders from Retailers.  With the requirement for
Suppliers, imposed by their Retailers, to make decisions as to when, how much
and to which store that they should be shipping their goods, the Supplier is
forced to behave outside of their core competency.  As a result, the
Supplier is looking for ways to alleviate this burden through the acquisition of
specific software designed to meet their inventory management
needs.





We
generate revenues from the installation of our ManageThePipe software on the
premises of our customers, along with the Professional services required to
install, train and support our customers on the use of the software. Our cost of
sales include our salaries, consultant fees, sales and marketing, product
development and administration required for us to deliver the software and
professional services.





Results
of Operations, Fiscal Year End December 31, 2009 versus 2008





The
Company recorded sales of $28,149 of which $7,853 was subscription revenue,
$8,451 was professional services and $11,845 was maintenance revenue for the
year ended December 31, 2009 as compared to $38,400 of which $12,262 was
subscription revenue, $6,074 was professional services revenue and $6,074 was
maintenance revenue for the year ended December 31, 2008.





The
Company's total expenses before interest and income taxes were $28,262 for the
year ended December 31, 2009 compared to $38,833 for the year ended December 31,
2008, primarily as a consequence of a decrease in professional services related
to the costs associated with the raising of capital through the US public market
system and the writing of the Company's offering prospectus.  In
particular, there was a decrease in selling, general and administrative expenses
from $28,076 to $20,290 as the company reduced its expenditures in professional
services from the prior year. There was a decrease in depreciation from $10,757
to $7,972 related to no new acquisitions of equipment during the fiscal
year.





As a
result, the Company had a net income (loss) of ($29,424) for the year ended
December 31, 2009 compared to a net income (loss) of ($63,276) for the year
ended December 31, 2008. The principal reasons for company's net loss for the
year ended December 31, 2009 as compared to the prior period is that the
company’s revenues through the sales of its products and services have not
achieved the necessary level to cover the costs of professional services
required to maintain the company as a reporting entity.





12


Plan
of Operations and Need for Additional Financing





The
Company's plan of operations for 2010 is to build a subscriber base of suppliers
to major retailers who purchase software on a monthly subscription basis. Along
with the subscription revenues, the Company will also sell professional
services, maintenance and software fees to the same customers.





Liquidity
and Capital Resources





For the
year ended December 31, 2009:





On the
Company's balance sheet as of December 31, 2009, the Company had assets
consisting of cash in the amount of $354, accounts receivable in the amount of
$3,222 and other current assets of $759. The Company has expended its cash in
furtherance of its business plan, including primarily expenditure of funds to
pay legal and accounting expenses, and to maintain service delivery to its
customers. Consequently, the Company's balance sheet as of December 31, 2009
reflects an accumulated deficit of ($484,289) and a stockholder’s equity of
($43,453).





The
Company used $21,123 of cash in operating activities in 2009 compared with a use
of $56,272 in 2008. This change was attributable in large part to an increase in
net income since the year prior.





The
Company was provided $1,284 in cash from investing activities in 2009 compared
to being provided $20,680 in 2008. This change was attributable to an
acquisition of fixed assets of $1,318 (computer equipment purchase) during 2009
as compared with a disposal of $11,695 (vehicle sale) fixed assets during the
year.





The
Company had net cash provided by financing activities of $13,980 in 2009
compared to being provided $18,563 in 2008. This change was primarily
attributable to the Company having repaid its long-term debt balance in
2008.





Critical Accounting Policies
and Estimates





Management's
Discussion and Analysis of Financial Conditions and Results of Operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
When preparing our financial statements, we make estimates and judgments that
affect the reported amounts on our balance sheets and income statements, and our
related disclosure about contingent assets and liabilities. We continually
evaluate our estimates, including those related to revenue, allowance for
doubtful accounts, reserves for income taxes, and litigation. We base our
estimates on historical experience and on various other assumptions, which we
believe to be reasonable in order to form the basis for making judgments about
the carrying values of assets and liabilities that are not readily ascertained
from other sources. Actual results may deviate from these estimates if
alternative assumptions or condition are used.





Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted
Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority. The Codification superseded all existing non-SEC accounting
and reporting standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification is non-authoritative. The FASB will
not issue new standards in the form of Statements, FASB Positions or Emerging
Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.





Recent
Accounting Pronouncements





In
September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosure about fair value measurements.
This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. Early adoption is encouraged. The adoption of
ASC 820 is not expected to have a material impact on the financial
statements.





13


In
February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”)
which permits entities to choose to measure many financial instruments and
certain other items at fair value at specified election dates. A business entity
is required to report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting date.
This statement is expected to expand the use of fair value measurement. ASC
825-10 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years.





In
December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in
Consolidated Financial Statements. ASC 810-10-65 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, changes in a parent’s ownership of a noncontrolling
interest, calculation and disclosure of the consolidated net income attributable
to the parent and the noncontrolling interest, changes in a parent’s ownership
interest while the parent retains its controlling financial interest and fair
value measurement of any retained noncontrolling equity investment.





ASC
810-10-65 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. Management is determining the impact that
the adoption of ASC 810-10-65 will have on the Company’s financial position,
results of operations or cash flows.





In
December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”).
ASC 805 retains the fundamental requirements that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. ASC 805 defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control.  ASC 805 will require an entity to record separately
from the business combination the direct costs, where previously these costs
were included in the total allocated cost of the acquisition.  ASC 805
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.





ASC 805
will require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met.  Finally, ASC 805 will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date.  This will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption is not permitted and the ASC is be
applied prospectively only.  Upon adoption of this ASC, there would be
no impact to the Company’s results of operations and financial condition for
acquisitions previously completed.  The adoption of ASC 805 is not
expected to have a material effect on the Company’s financial position, results
of operations or cash flows.





In March
2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging
Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an
entity’s derivative and hedging activities. These enhanced disclosures will
discuss: how and why an entity uses derivative instruments; how derivative
instruments and related hedged items are accounted for and its related
interpretations; and how derivative instruments and related hedged items affect
an entity’s financial position, financial performance, and cash flows. ASC 815
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008. The Company does not believe that ASC
815 will have an impact on their results of operations or financial
position.





Effective
April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC
855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires disclosure of the date through
which an entity has evaluated subsequent events and the basis for that date –
that is, whether that date represents the date the financial statements were
issued or were available to be issued. This disclosure should alert all users of
financial statements that an entity has not evaluated subsequent events after
that date in the set of financial statements being presented. Adoption of ASC
855 did not have a material impact on the Company’s results of operations or
financial condition.





Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement
and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to
ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair
value measurement of liabilities. ASU 2009-05 provides clarification that in
circumstances in which a quoted market price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required for Level 1 fair value measurements.
Adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.





14


Other
ASU’s that have been issued or proposed by the FASB ASC that do not require
adoption until a future date and are not expected to have a material impact on
the financial statements upon adoption.





Convertible
Instruments





The
Company reviews the terms of convertible debt and equity securities for
indications requiring bifurcation, and separate accounting, for the embedded
conversion feature. Generally, embedded conversion features where the ability to
physical or net-share settle the conversion option is not within the control of
the Company are bifurcated and accounted for as a derivative financial
instrument. (See Derivative Financial Instruments below). Bifurcation of the
embedded derivative instrument requires allocation of the proceeds first to the
fair value of the embedded derivative instrument with the residual allocated to
the debt instrument. The resulting discount to the face value of the debt
instrument is amortized through periodic charges to interest expense using the
Effective Interest Method.





Derivative
Financial Instruments





The
Company generally does not use derivative financial instruments to hedge
exposures to cash-flow or market risks. However, certain other financial
instruments, such as warrants or options to acquire common stock and the
embedded conversion features of debt and preferred instruments that are indexed
to the Company's common stock, are classified as liabilities when either (a) the
holder possesses rights to net-cash settlement or (b) physical or net share
settlement is not within the control of the Company. In such instances, net-cash
settlement is assumed for financial accounting and reporting, even when the
terms of the underlying contracts do not provide for net-cash settlement. Such
financial instruments are initially recorded at fair value and subsequently
adjusted to fair value at the close of each reporting period.





Fixed
Assets





Fixed
assets are stated at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets;





·
            Automobiles-
      3 years·
            Computer
      equipment - 3 years


·
            Furniture
      and fixtures - 5 years.





When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period. The cost of maintenance and repairs is
charged to income as incurred; significant renewals and betterments are
capitalized. Deduction is made for retirements resulting from renewals or
betterments.





Impairment
of Long-Lived Assets





Long-lived
assets, primarily fixed assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets might
not be recoverable. The Company does perform a periodic assessment of assets for
impairment in the absence of such information or indicators. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets to be held and used, the Company recognizes
an impairment loss only if its carrying amount is not recoverable through its
undiscounted cash flows and measures the impairment loss based on the difference
between the carrying amount and estimated fair value.





Revenue
Recognition





The
Company generates revenue from the following primary sources: (1) licensing
software products; (2) providing customer technical support (referred to as
maintenance); and (3) providing professional services, such as consulting and
education.





The
Company recognizes revenue pursuant to the requirements of ASC 450-10 and ASC
985-605, “Software Revenue Recognition.” In accordance with the ASC’s, the
Company begins to recognize revenue from licensing and supporting its software
products when all of the following criteria are met: (1) the Company has
evidence of an arrangement with a customer; (2) the Company delivers the
products; (3) license agreement terms are deemed fixed or determinable and free
of contingencies or uncertainties that may alter the agreement such that it may
not be complete and final; and (4) collection is probable.





15


The
Company’s software licenses generally do not include acceptance provisions. An
acceptance provision allows a customer to test the software for a defined period
of time before committing to license the software. If a license agreement were
to include an acceptance provision, the Company would not record deferred
subscription value or recognize revenue until the earlier of the receipt of a
written customer acceptance or, if not notified by the customer to cancel the
license agreement, the expiration of the acceptance period.





Under the
Company’s business model, software license agreements frequently include
flexible contractual provisions that, among other things, allow customers to
receive unspecified future software products for no additional fee. These
agreements combine the right to use the software products with maintenance for
the term of the agreement. Under these agreements, once all four of the above
noted revenue recognition criteria are met, the Company is required to recognize
revenue ratably over the term of the license agreement.





Under the
Company’s business model, a relatively small percentage of the Company’s revenue
related to certain products is recognized on an up-front or perpetual basis once
all revenue recognition criteria are met in accordance with the ASC’s as
described above, and is reported in the “Software fees and other” line of the
statements of operations. License agreements pertaining to such products do not
include the right to receive unspecified future software products, and
maintenance is deferred and subsequently recognized over the term of the
maintenance period. In the event such license agreements are executed within
close proximity or in contemplation of other license agreements with the same
customer which are recognized on a subscription basis, the contracts may be
considered a single multi-element agreement, and as such all revenue is deferred
and recognized as “Subscription revenue” in the statements of
operations.





Maintenance
revenue is derived from two primary sources: (1) combined license and
maintenance agreements recorded under the prior business model; and (2)
stand-alone maintenance agreements.





Under the
prior business model, maintenance and license fees were generally combined into
a single license agreement. The maintenance portion was deferred and amortized
into revenue over the initial license agreement term. Certain of these license
agreements have not reached the end of their initial terms and, therefore,
continue to amortize. This amortization is recorded to the “Maintenance” line
item in the Statements of Operations. The deferred maintenance portion, which
was optional to the customer, was determined using its fair value based on
annual, fixed maintenance renewal rates stated in the agreement. For license
agreements entered into under the Company’s current business model, maintenance
and license fees continue to be combined; however, the maintenance is inclusive
for the entire term of the arrangement. The Company reports such combined fees
on the “Subscription revenue” line item in the Statements of
Operations.





The
Company also records stand-alone maintenance revenue earned from customers who
elect optional maintenance. Revenue from such renewals is recognized on the
“Maintenance” line item in the Statements of Operations over the term of the
renewal agreement.





The
“Deferred maintenance revenue” line item on the Company’s Balance Sheets
principally represents payments received in advance of maintenance services to
be rendered.





Revenue
from professional service arrangements is generally recognized as the services
are performed. Revenue from committed professional services arrangements that
are sold as part of a software transaction is deferred and recognized on a
ratable basis over the life of the related software transaction. If it is not
probable that a project will be completed or the payment will be received,
revenue is deferred until the uncertainty is removed.





Revenue
from sales to distributors, resellers, and value-added resellers (VARs)
commences when all four of the ASC revenue recognition criteria noted above are
met and when these entities sell the software product to their customers. This
is commonly referred to as the sell-through method. Revenue from the sale of
products to distributors, resellers and VARs under licenses that include the
right for the end-users to receive certain unspecified future software products
is recognized on a ratable basis.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of 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 period.  On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.





16


Comprehensive
Income





The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.





Research
and Development





The
Company occasionally incurs costs on activities that relate to research and
development of new products. Research and development costs are expensed as
incurred. Certain of these costs are reduced by government grants and investment
tax credits where applicable.  The Company did not incur Research and
Development expenses during 2007, 2008 and 2009.





Stock-Based
Compensation





In 2006,
the Company adopted the provisions of ASC 718-10 “Share Based Payments” for its
year ended December 31, 2009. The adoption of this principle had no effect on
the Company’s operations.





The
Company has elected to use the modified–prospective approach method. Under that
transition method, the calculated expense in 2006 is equivalent to compensation
expense for all awards granted prior to, but not yet vested as of January 1,
2006, based on the grant-date fair values. Stock-based compensation expense for
all awards granted after January 1, 2006 is based on the grant-date fair values.
The Company recognizes these compensation costs, net of an estimated forfeiture
rate, on a pro rata basis over the requisite service period of each vesting
tranche of each award. The Company considers voluntary termination behavior as
well as trends of actual option forfeitures when estimating the forfeiture
rate.





The
Company measures compensation expense for its non-employee stock-based
compensation under ASC 505-50, “Accounting for Equity Instruments that are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services”.  The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received.  The fair value is measured at the value of the
Company’s common stock on the date that the commitment for performance by the
counterparty has been reached or the counterparty’s performance is complete. The
fair value of the equity instrument is charged directly to compensation expense
and additional paid-in capital.





Segment
Information





The
Company follows the provisions of ASC 280-10, “Disclosures about Segments of an
Enterprise and Related Information”. This standard requires that companies
disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.




ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





17
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 INDEX
TO FINANCIAL STATEMENTS
  PageReport
      of Independent Registered Public Accounting Firm
                F-1Balance
      Sheets as of December 31, 2009 and 2008
                F-2Statements
      of Operations and Comprehensive Income (Loss) For the Years Ended December
      31, 2009 and 2008
                F-3Statement
      of Changes in Stockholders’ Equity (Deficit) For the Years Ended December
      31, 2009 and 2008
                F-4Statements
      of Cash Flows For the Years Ended December 31, 2009 and
    2008
                F-5Notes
      to Financial Statements
                F-6





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 GMS
Capital Corp.
 Montreal,
Canada
 
 We have
audited the accompanying balance sheets of GMS Capital Corp. (the “Company”) as
of December 31, 2009 and 2008 and the related statements of operations, changes
in stockholders’ equity (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  We were
not engaged to perform an audit of the Company’s internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GMS Capital Corp. as of December
31, 2009 and 2008, and the results of its statements of operations, changes in
stockholders’ equity (deficit), and cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.   As discussed in Note 1 to the
financial statements, the Company has sustained operating losses and capital
deficits that raise substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
  /s/
KBL, LLP
 New York,
NY
 March 15,
2010
  F-1


GMS
      CAPITAL CORP.BALANCE
      SHEETSDECEMBER
      31, 2009 AND 2008ASSETS
 (IN
      US$)December
      31,
                
                
                December
      31,2009
                
                
                2008Current
      Assets:Cash
      and cash equivalents
                
                $
                354
                
                
                $
                1,461Accounts
      receivable, net
                
                
                3,222
                
                
                
                2,646Other
      current assets
                
                
                759
                
                
                
                1,053Total
      Current Assets
                
                
                4,335
                
                
                
                5,160Fixed
      assets, net of depreciation
                
                
                3,717
                
                
                
                10,371TOTAL
      ASSETS
                
                $
                8,052
                
                
                $
                15,531LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)LIABILITIESCurrent
      Liabilities:Advances
      - Shareholders
                
                $
                41,678
                
                
                $
                26,970Line
      of credit
                
                
                5,896
                
                
                
                1,862Due
      to related companies
                
                
                3,932
                
                
                
                1,240Total
      Current Liabilities
                
                
                51,506
                
                
                
                30,072Total
      Liabilities
                
                
                51,506
                
                
                
                30,072STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $.001 Par Value; 125,000,000 shares authorizedand
      5,115,400 shares issued and outstanding, respectively
                
                
                5,115
                
                
                
                5,115Additional
      paid-in capital
                
                
                461,425
                
                
                
                461,425Accumulated
      deficit
                
                
                (484,289
                )
                
                
                (454,865
                )Accumulated
      other comprehensive income (loss)
                
                
                (25,704
                )
                
                
                (26,216
                )Total
      Stockholders' Equity (Deficit)
                
                
                (43,453
                )
                
                
                (14,541
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
                $
                8,052
                
                
                $
                15,531






F-2


GMS
      CAPITAL CORP.STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)FOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008IN
      US$YEARS
      ENDED DECEMBER 31,2009
              
              
              2008OPERATING
      REVENUESSales
              
              $
              28,149
              
              
              $
              38,400COST
      OF SALESPurchases
              
              
              28,971
              
              
              
              68,285Total
      Cost of Sales
              
              
              28,971
              
              
              
              68,285GROSS
      PROFIT (LOSS)
              
              
              (822
              )
              
              
              (29,885
              )OPERATING
      EXPENSESSelling,
      general and administrative
              
              
              20,290
              
              
              
              28,076Depreciation
              
              
              7,972
              
              
              
              10,757Total
      Operating Expenses
              
              
              28,262
              
              
              
              38,833LOSS
      BEFORE OTHER INCOME (EXPENSE)
              
              
              (29,084
              )
              
              
              (68,718
              )OTHER
      INCOME (EXPENSE)Interest
      expense
              
              
              (340
              )
              
              
              (2,367
              )Gain
      on asset disposal
              
              
              -
              
              
              
              7,809Total
      Other Income (Expense)
              
              
              (340
              )
              
              
              5,442NET
      LOSS BEFORE PROVISIONFOR
      INCOME TAXES
              
              
              (29,424
              )
              
              
              (63,276
              )Provision
      for Income Taxes
              
              
              -
              
              
              
              -NET
      LOSS APPLICABLETO
      COMMON SHARES
              
              $
              (29,424
              )
              
              $
              (63,276
              )NET
      LOSS PER BASIC AND DILUTED SHARESBASIC
      AND DILUTED
              
              $
              (0.01
              )
              
              $
              (0.01
              )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
              
              
              5,115,400
              
              
              
              5,115,400COMPREHENSIVE
      INCOME (LOSS)Net
      loss
              
              $
              (29,424
              )
              
              $
              (63,276
              )Other
      comprehensive income (loss)Currency
      translation adjustments
              
              
              512
              
              
              
              6,082Comprehensive
      income (loss)
              
              $
              (28,912
              )
              
              $
              (57,194
              )






F-3


GMS
      CAPITAL CORP.STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)FOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008IN
      US$AccumulatedAdditional
              
              
              
              
              
              OtherCommon
      Stock
              
              
              
              
              Paid-in
              
              
              Accumulated
              
              
              ComprehenisveShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Income
      (Loss)
              
              
              TotalBalance
      December 31, 2007
              
              
              5,115,400
              
              
              $
              5,115
              
              
              $
              461,425
              
              
              $
              (391,589
              )
              
              $
              (32,298
              )
              
              $
              42,653Net
      loss for the year ended December 31, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (63,276
              )
              
              
              6,082
              
              
              
              (57,194
              )Balance
      December 31, 2008
              
              
              5,115,400
              
              
              
              5,115
              
              
              
              461,425
              
              
              
              (454,865
              )
              
              
              (26,216
              )
              
              
              (14,541
              )Net
      loss for the year ended December 31, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (29,424
              )
              
              
              512
              
              
              
              (28,912
              )Balance
      December 31, 2009
              
              
              5,115,400
              
              
              $
              5,115
              
              
              $
              461,425
              
              
              $
              (484,289
              )
              
              $
              (25,704
              )
              
              $
              (43,453
              )






F-4


GMS
      CAPITAL CORP.STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND
2008
  IN
      US$2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (29,424
                )
                
                $
                (63,276
                )Adjustments
      to reconcile net loss to net cash(used
      in) operating activities:Depreciation
                
                
                7,972
                
                
                
                10,757Gain
      on sale of disposition of assets
                
                
                -
                
                
                
                (7,809
                )Changes
      in assets and liabilities(Increase)
      decrease in accounts receivable
                
                
                (139
                )
                
                
                11,195Increase
      (decrease) in deferred revenue
                
                
                -
                
                
                
                (1,084
                )Increase
      (decrease) in accounts payable andand
      accrued expenses
                
                
                468
                
                
                
                (6,055
                )Total
      adjustments
                
                
                8,301
                
                
                
                7,004Net
      cash (used in) operating activities
                
                
                (21,123
                )
                
                
                (56,272
                )CASH
      FLOWS FROM INVESTING ACTIVITIES(Acquisitions)
      disposal of fixed assets
                
                
                (1,318
                )
                
                
                11,695(Increase)
      Decrease in due to/from related parties
                
                
                2,602
                
                
                
                8,985Net
      cash provided by investing activities
                
                
                1,284
                
                
                
                20,680CASH
      FLOWS FROM FINANCING ACTIVITESRepayments
      of loan payable
                
                
                -
                
                
                
                (10,112
                )Proceeds
      from line of credit, net of repayments
                
                
                3,727
                
                
                
                1,795Proceeds
      from officers, net of repayments
                
                
                10,253
                
                
                
                26,880Net
      cash provided by financing activities
                
                
                13,980
                
                
                
                18,563Effect
      of foreign currency
                
                
                4,752
                
                
                
                6,497NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (1,107
                )
                
                
                (10,532
                )CASH
      AND CASH EQUIVALENTS - BEGINNING OF YEAR
                
                
                1,461
                
                
                
                11,993CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                
                $
                354
                
                
                $
                1,461CASH
      PAID DURING THE PERIOD FOR:Interest
      expense
                
                $
                340
                
                
                $
                2,367






F-5


GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
1-                ORGANIZATION AND BASIS OF
PRESENTATION
 
 GMS
Capital Corp. (the “Company” or “GMS”), a Florida Corporation, was founded on
March 9, 2000 originally doing business as Metratech Retail Systems Inc., a
Canadian Corporation up until the reincorporation as GMS Capital Corp. in the
State of Florida on September 18, 2007, in order to develop and market inventory
management software for suppliers to major retailers, which enable suppliers to
forecast consumer demand for their products and to optimize their production and
inventory accordingly.
 
 The
Company's objective in the reincorporation in the state of Florida is to raise
capital through the issuance of stock on the public markets in the US once
achieving regulatory approval.  This capital raised will be utilized
to further the promotion of The Company's flagship software product,
ManageThePipe, a specialized inventory management software for small to medium
sized businesses who sell their products via large chain Retail sales outlets
known as “big box chains”.
 
 The
Company has grown primarily in the Provinces of Quebec and British Columbia,
Canada through the installation of its software via direct sales to
customers.  While sales to date of the software have occurred via a
direct sales channel, the Company will look to add further distribution channels
to other sectors in the United States and Canada in the coming
year.
 
 Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted
Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority. The Codification superseded all existing non-SEC accounting
and reporting standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification is non-authoritative. The FASB will
not issue new standards in the form of Statements, FASB Positions or Emerging
Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
 
 F-6
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
1-                ORGANIZATION AND BASIS OF
PRESENTATION (UNAUDITED)
 
 Going
Concern
 
 As shown
in the accompanying financial statements the Company has incurred a net loss of
($29,424) and ($63,276) for the years ended December 31, 2009 and 2008 and has
an accumulated deficit of ($484,289) as of December 31, 2009.  The
Company’s limited customer base exposes them to significant risk of future
revenues.  The Company has been searching for new distribution
channels to sell their software and services to provide additional revenues to
support their operations.  There is no guarantee that the Company will
be able to raise additional capital or generate the increase in revenues
sought.
 
 There can
be no assurance that management will be able to raise sufficient capital, under
terms satisfactory to the Company, if at all.
 
 Management
believes that the Company’s capital requirements will depend on many factors.
These factors include the increase in sales through its existing channel as well
as the Company’s ability to continue to expand its distribution
channels.
 
 The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.
 
 NOTE
2-               
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of 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 period.  On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
 
 F-7
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES     (CONTINUED)
 
 Comprehensive
Income
 
 The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.
 
 Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.
 
 Fair Value of Financial
Instruments (other than Derivative Financial Instruments)
 
 The
      carrying amounts reported in the balance sheets for cash and cash
      equivalents, accounts receivable and accounts payable approximate fair
      value because of the immediate or short-term maturity of these financial
      instruments.  For the notes payable, the carrying amount
      reported is based upon the incremental borrowing rates otherwise available
      to the Company for similar
borrowings.
 
 Currency
Translation
  The
Company’s functional currency is the Canadian dollar, while the Company reports
its currency in the US dollar. The Company records these translation adjustments
as accumulated other comprehensive income (loss). Gains and losses from foreign
currency transactions are included in other income (expense) in the results of
operations. For the years ended December 31, 2009 and 2008, the Company had
translations gains (losses) of $512 and $6,082, respectively.
  Research and
Development
 
 The
Company occasionally incurs costs on activities that relate to research and
development of new products. Research and development costs are expensed as
incurred. Certain of these costs are reduced by government grants and investment
tax credits where applicable.
 
 Revenue
Recognition
 
 The
Company generates revenue from the following primary sources: (1) licensing
software products; (2) providing customer technical support (referred to as
maintenance); and (3) providing professional services, such as consulting
and education.
 
 F-8
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Revenue Recognition(Continued)
 
 The
Company recognizes revenue pursuant to the requirements of ASC 450-10 and ASC
985-605, “Software Revenue Recognition.” In accordance with the ASC’s, the
Company begins to recognize revenue from licensing and supporting its software
products when all of the following criteria are met: (1) the Company has
evidence of an arrangement with a customer; (2) the Company delivers the
products; (3) license agreement terms are deemed fixed or determinable and free
of contingencies or uncertainties that may alter the agreement such that it may
not be complete and final; and (4) collection is probable.
 
 The
Company’s software licenses generally do not include acceptance provisions. An
acceptance provision allows a customer to test the software for a defined period
of time before committing to license the software. If a license agreement were
to include an acceptance provision, the Company would not record deferred
subscription value or recognize revenue until the earlier of the receipt of a
written customer acceptance or, if not notified by the customer to cancel the
license agreement, the expiration of the acceptance period.
 
 Under the
Company’s business model, software license agreements frequently include
flexible contractual provisions that, among other things, allow customers to
receive unspecified future software products for no additional fee. These
agreements combine the right to use the software products with maintenance for
the term of the agreement. Under these agreements, once all four of the above
noted revenue recognition criteria are met, the Company is required to recognize
revenue ratably over the term of the license agreement.
 
 Under the
Company’s business model, a relatively small percentage of the Company’s revenue
related to certain products is recognized on an up-front or perpetual basis once
all revenue recognition criteria are met in accordance with the ASC’s as
described above, and is reported in the “Software fees and other” line of the
statements of operations. License agreements pertaining to such products do not
include the right to receive unspecified future software products, and
maintenance is deferred and subsequently recognized over the term of the
maintenance period. In the event such license agreements are executed within
close proximity or in contemplation of other license agreements with the same
customer which are recognized on a subscription basis, the contracts may be
considered a single multi-element agreement, and as such all revenue is deferred
and recognized as “Subscription revenue” in the statements of
operations.
 
 Maintenance
revenue is derived from two primary sources: (1) combined license and
maintenance agreements recorded under the prior business model; and
(2) stand-alone maintenance agreements.
 
 F-9
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Revenue Recognition(Continued)
 
 Under the
prior business model, maintenance and license fees were generally combined into
a single license agreement. The maintenance portion was deferred and amortized
into revenue over the initial license agreement term. Certain of these license
agreements have not reached the end of their initial terms and, therefore,
continue to amortize. This amortization is recorded to the “Maintenance” line
item in the Statements of Operations. The deferred maintenance portion, which
was optional to the customer, was determined using its fair value based on
annual, fixed maintenance renewal rates stated in the agreement. For license
agreements entered into under the Company’s current business model, maintenance
and license fees continue to be combined; however, the maintenance is inclusive
for the entire term of the arrangement. The Company reports such combined fees
on the “Subscription revenue” line item in the statements of
operations.
 
 The
Company also records stand-alone maintenance revenue earned from customers who
elect optional maintenance. Revenue from such renewals is recognized on the
“Maintenance” line item in the statements of operations over the term of the
renewal agreement.
 
 The
“Deferred maintenance revenue” line item on the Company’s balance sheets
principally represents payments received in advance of maintenance services to
be rendered.
 
 Revenue
from professional service arrangements is generally recognized as the services
are performed. Revenue from committed professional services arrangements that
are sold as part of a software transaction is deferred and recognized on a
ratable basis over the life of the related software transaction. If it is not
probable that a project will be completed or the payment will be received,
revenue is deferred until the uncertainty is removed.
 
 Revenue
from sales to distributors, resellers, and value-added resellers (VARs)
commences when all four of the ASC revenue recognition criteria noted above are
met and when these entities sell the software product to their customers. This
is commonly referred to as the sell-through method. Revenue from the sale of
products to distributors, resellers and VARs under licenses that include the
right for the end-users to receive certain unspecified future software products
is recognized on a ratable basis.
 
 F-10
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Accounts
Receivable
 
 The
Company conducts business and extends credit based on an evaluation of the
customers’ financial condition, generally without requiring
collateral.
 
 Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances. The Company has an allowance for doubtful accounts of $0 at
December 31, 2009 and 2008, respectively.
 
 Accounts
receivable are generally due within 30 days and collateral is not required.
Unbilled accounts receivable represents amounts due from customers for which
billing statements have not been generated and sent to the
customers.
 
 Income
Taxes
 
 The
Company accounts for income taxes utilizing the liability method of
accounting.  Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
  Advertising
Costs
 
 The
      Company expenses the costs associated with advertising as
      incurred.  Advertising expenses for the years ended December 31,
      2009 and 2008 are included in general and administrative expenses in the
      statements of operations.
 
 Fixed
      Assets
 
 Fixed
      assets are stated at cost.  Depreciation is computed using the
      straight-line method over the estimated useful lives of the assets;
      automobiles – 3 years, computer equipment – 3 years, furniture and
      fixtures – 5 years and leasehold improvements- 5
  years.
 
 When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period.  The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized.  Deduction is made for retirements resulting from
renewals or betterments.
 
 F-11
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Impairment of Long-Lived
Assets
 
 Long-lived
assets, primarily fixed assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets might
not be recoverable. The Company does perform a periodic assessment of assets for
impairment in the absence of such information or indicators. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets to be held and used, the Company recognizes
an impairment loss only if its carrying amount is not recoverable through its
undiscounted cash flows and measures the impairment loss based on the difference
between the carrying amount and estimated fair value.
 
 (Loss) Per Share of Common
Stock
 
 Basic net
(loss) per common share is computed using the weighted average number of common
shares outstanding.  Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants.  Common stock
equivalents were not included in the computation of diluted earnings per share
when the Company reported a loss because to do so would be antidilutive for
periods presented.
 
 F-12
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)
 
 (Loss) Per Share of Common
Stock(Continued)
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
 
 December
      31,
                
                
                December
      31,2009
                
                
                2008Net
      (Loss)
                
                $
                (29,424
                )
                
                $
                (63,276
                )Weighted-average
      common sharesOutstanding
      (Basic)
                
                
                5,115,400
                
                
                
                5,115,400Weighted-average
      common stockEquivalentsStock
      options
                
                
                -
                
                
                
                -Warrants
                
                
                -
                
                
                
                -Weighted-average
      common sharesOutstanding
      (Diluted)
                
                
                5,115,400
                
                
                
                5,115,400
  The
Company has not issued options or warrants to purchase stock in these periods.
If there were options or warrants outstanding they would not be included in the
computation of diluted EPS because inclusion would have been
antidilutive.
 
 Stock-Based
Compensation
 
 In 2006,
the Company adopted the provisions of ASC 718-10 “Share Based Payments” for
its year ended December 31, 2008. The adoption of this principle had no effect
on the Company’s operations.
 
 F-13
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)
 
 Stock-Based
Compensation (Continued)
 
 The
Company has elected to use the modified–prospective approach method. Under that
transition method, the calculated expense in 2006 is equivalent to compensation
expense for all awards granted prior to, but not yet vested as of January 1,
2006, based on the grant-date fair values. Stock-based compensation expense for
all awards granted after January 1, 2006 is based on the grant-date fair values.
The Company recognizes these compensation costs, net of an estimated forfeiture
rate, on a pro rata basis over the requisite service period of each vesting
tranche of each award. The Company considers voluntary termination behavior as
well as trends of actual option forfeitures when estimating the forfeiture
rate.
 
 The
Company measures compensation expense for its non-employee stock-based
compensation under ASC 505-50, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”.  The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received.  The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in capital.
 
 Segment
Information
 
 The
Company follows the provisions of ASC 280-10, “Disclosures about Segments of an
Enterprise and Related Information”. This standard requires that
companies disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions.
 
 F-14
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)
 
 Recent Accounting
Pronouncements
 
 In
September 2006, ASC issued 820, Fair Value Measurements. ASC
820 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of ASC 820 is not expected to have a material impact on
the financial statements.
  In
February 2007, ASC issued 825-10, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of ASC 320-10,
(“ASC 825-10”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. ASC 825-10 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.
  In
December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in
Consolidated Financial Statements. ASC 810-10-65 establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties
other than the parent, changes in a parent’s ownership of a noncontrolling
interest, calculation and disclosure of the consolidated net income attributable
to the parent and the noncontrolling interest, changes in a parent’s ownership
interest while the parent retains its controlling financial interest and fair
value measurement of any retained noncontrolling equity investment.
 
 ASC
810-10-65 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. Management is determining the impact that
the adoption of ASC 810-10-65 will have on the Company’s financial position,
results of operations or cash flows.
 
 In
December 2007, the Company adopted ASC 805,Business Combinations (“ASC
805”). ASC 805 retains the fundamental requirements that the acquisition method
of accounting be used for all business combinations and for an acquirer to be
identified for each business combination. ASC 805 defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control.  ASC 805 will require an entity to record separately
from the business combination the direct costs, where previously these costs
were included in the total allocated cost of the acquisition.  ASC 805
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.
  F-15
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
 
 ASC 805
will require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met.  Finally, ASC 805 will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date.  This will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption is not permitted and the ASC is to
be applied prospectively only.  Upon adoption of this ASC, there would
be no impact to the Company’s results of operations and financial condition for
acquisitions previously completed.  The adoption of ASC 805 is not
expected to have a material effect on the Company’s financial position, results
of operations or cash flows.
 
 In March
2008, ASC issued ASC 815, Disclosures about Derivative
Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires
enhanced disclosures about an entity’s derivative and hedging activities. These
enhanced disclosures will discuss: how and why an entity uses derivative
instruments; how derivative instruments and related hedged items are accounted
for and its related interpretations; and how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. ASC 815 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company does
not believe that ASC 815 will have an impact on their results of operations or
financial position.
 
 Effective
April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC
855”). ASC 855 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date – that is, whether that date represents the date the financial statements
were issued or were available to be issued. This disclosure should alert all
users of financial statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being presented. Adoption of
ASC 855 did not have a material impact on the Company’s results of operations or
financial condition. The Company has evaluated subsequent events through March 15, 2010, the
date the financial statements were issued.
 
 F-16
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
2- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
 
 Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted market price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using certain
techniques. ASU 2009-05 also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of a liability. ASU 2009-05 also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not
have a material impact on the Company’s results of operations or financial
condition.
 
 In
January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and
Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements(“ASU 2010-06”). These standards require new disclosures on the amount
and reason for transfers in and out of Level 1 and 2 fair value measurements.
The standards also require new disclosures of activities, including purchases,
sales, issuances, and settlements within the Level 3 fair value measurements.
The standard also clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. These new
disclosures are effective beginning with the first interim filing in 2010. The
disclosures about the rollforward of information in Level 3 are required for the
Company with its first interim filing in 2011. The Company does not believe this
standard will impact their financial statements.
 
 Other
ASU’s that have been issued or proposed by the FASB ASC that do not require
adoption until a future date and are not expected to have a material impact on
the financial statements upon adoption.
 
 F-17
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
3-                FIXED
ASSETS
 
 Fixed
assets as of December 31, 2009 and 2008 were as follows:
 
 Estimated
      Useful
              
              December
      31,
              
              
              December
      31,Lives (Years)
              
              2009
              
              
              2008Computer
      equipment
              3
              
              $
              1,318
              
              
              $
              0Office
      equipment
              5
              
              
              1,422
              
              
              
              1,624Leasehold
      improvements
              5
              
              
              13,994
              
              
              
              13,994TOTAL:
              
              
              16,734
              
              
              
              15,618Less:
      accumulated depreciation
              
              
              
              13,017
              
              
              
              5,246Property
      and equipment, net
              
              
              $
              3,717
              
              
              $
              10,371
 
 There was
$7,972 and $10,757 charged to operations for depreciation expense for the years
ended December 31, 2009 and 2008, respectively.
 
 NOTE
4- OPERATING LINE OF
CREDIT
 
 On June
13, 2008, the Company established an operating line of credit of CDN$15,000 with
a bank through a credit card, with the full outstanding amount guaranteed by a
Director.  The interest rate charged is a floating rate, bank prime
rate + 2%.  As of December 31, 2009, the interest rate was 6.25% with
an outstanding balance of $5,896. The Company recorded interest expense of $340
and $2,367 for the years ended December 31, 2009 and 2008,
respectively.
 
 NOTE
5-                
RELATED PARTY
LOANS
 
 The
Company has entered into related party loans with an officer of the
Company.  This loan is non-interest bearing and payable on
demand.  The amounts owed as of December 31, 2009 and 2008 is $31,679
and $18,388, respectively.
 
 The
Company has entered into related party loans with a company owned and controlled
by an officer of the Company.  This loan is non-interest bearing and
payable on demand.  The amounts owed as of December 31, 2009 and 2008
is $3,932 and $3,140, respectively.
 
 The
Company has entered into related party loans with a shareholder of the
Company.  This loan is non-interest bearing and payable on
demand.  The amounts owed as of December 31, 2009 and 2008 is $9,999
and $8,582, respectively.
 
 F-18
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
6-                STOCKHOLDERS’ EQUITY
(DEFICIT)
 
 Common
Stock
 
 As of
December 31, 2009 and 2008, the Company has 125,000,000 shares of common stock
authorized with a par value of $0.01
 
 As of
December 31, 2009 and 2008, the Company has 5,115,400 shares of common stock
issued and outstanding.
 
 The
Company has not issued any shares in 2009 or 2008.
 
 The
Company issued 2,537,400 shares for services during 2007 valued at
$253,740.
 
 The
Company issued 2,578,000 shares in 2007 as replacement shares for the original
shares issued in Metratech Retail Systems, Inc. These shares were valued at
$212,800.
 
 NOTE
7-                PROVISION FOR INCOME
TAXES
 
 Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
 
 At
December 31, 2009, deferred tax assets consist of the following:
  Net
      operating losses
                
                $
                164,658Valuation
      allowance
                
                
                (164,658
                )$
                -
 
 At
December 31, 2009, the Company had a net operating loss carryforward in the
amount of $484,289, available to offset future taxable income through
2029.  The Company established valuation allowances equal to the full
amount of the deferred tax assets due to the uncertainty of the utilization of
the operating losses in future periods.
 
 F-19
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
7-                PROVISION FOR INCOME
TAXES (CONTINUED)
 
 A
reconciliation of the Company’s effective tax rate as a percentage of income
before taxes and federal statutory rate for the years ended December 31, 2009
and 2008 is summarized as follows:
  2009
              
              
              2008Federal
      statutory rate
              
              
              (34.0)%
              
              
              
              (34.0)%State
      income taxes, net of federal benefits
              
              
              3.3
              
              
              
              3.3Valuation
      allowance
              
              
              30.7
              
              
              
              30.70%
              
              
              
              0%
  NOTE
8-                FAIR VALUE
MEASUREMENTS
 
 The
Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value,
provides a consistent framework for measuring fair value under generally
accepted accounting principles and expands fair value financial statement
disclosure requirements. ASC 820’s valuation techniques are based on observable
and unobservable inputs. Observable inputs reflect readily obtainable data from
independent sources, while unobservable inputs reflect our market assumptions.
ASC 820 classifies these inputs into the following hierarchy:
 
 Level 1
inputs: Quoted prices for identical instruments in active markets.
 
 Level 2
inputs: Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and
model-derived valuations whose inputs are observable or whose significant value
drivers are observable.
 
 Level 3
inputs: Instruments with primarily unobservable value drivers.
 
 The
following table represents the fair value hierarchy for those financial assets
and liabilities measured at fair value on a recurring basis as of December 31,
2009:
 
 Level
      1
                
                
                Level
      2
                
                
                Level
      3
                
                
                TotalCash
      equivalents
                
                
                354
                
                
                
                -
                
                
                
                -
                
                
                
                354Total
      assets
                
                
                354
                
                
                
                -
                
                
                
                -
                
                
                
                354
  F-20
 GMS
CAPITAL CORP.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
 
 NOTE
9-                CONCENTRATION OF CREDIT
RISK
 
 On
December 31, 2009 and 2008, 100% of the Company’s accounts receivable was with
one customer.
 
 For the
years ended December 31, 2009 and 2008, two and three customers represented 100%
of the total revenue for the Company. Each of these customers were considered
major customers. A major customer is a customer that represents at least 10% of
total revenue.




F-21


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





None.





ITEM
      9A.
            CONTROLS AND
      PROCEDURES





Evaluation of Disclosure Controls and
Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Our disclosure controls and procedures were
designed to provide reasonable assurance that the controls and procedures would
meet their objectives. As required by SEC Rule 13a-15(b), our management carried
out an evaluation, with the participation of our Chief Executive and Chief
Financial Officers, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on the foregoing, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective at
the reasonable assurance level.





18


Management’s Annual Report on
Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting. In order to evaluate the effectiveness of internal
control over financial reporting, as required by Section 404 of the
Sarbanes-Oxley Act, management has conducted an assessment, including testing,
using the criteria in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our
system of internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate
the effectiveness of our internal control over financial reporting. Based on
this assessment, management has concluded that our internal control over
financial reporting was effective as of December 31, 2009.This Annual Report
does not include an attestation report of our independent registered public
accounting firm regarding internal control over financial reporting. Our
internal control over financial reporting was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management’s report in this Annual
Report.





There has
been no change in our internal controls over financial reporting during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.





Changes
in Internal Controls





There
have been no changes in our internal controls over financial reporting or in
other factors that could materially affect, or are reasonably likely to affect,
our internal controls over financial reporting during the year ended December
31, 2009. There have not been any significant changes in the Company's critical
accounting policies identified since the Company filed its Form 10-K as of
December 31, 2009.





ITEM
      9B.
            OTHER
      INFORMATION





None.





PART III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





The
following table sets forth as of March 15,
2010 the names, positions and ages of our current executive officers and
directors.  Our directors serve until the next annual meeting of
shareholders or until their successors are elected and qualify.  Our
officers are elected by the board of directors and their terms of office are,
except to the extent governed by an employment contract, at the discretion of
the board of directors.





NAME
            AGE
            SERVED SINCE
            POSITIONS WITH COMPANYGeorge
      Metrakos
            38
            March,
      2000
            Chairman,
      President, CEO, CFO





All of
our directors serve until their successors are elected and qualified by our
shareholders, or until their earlier death, retirement, resignation or removal.
The following is a brief description of the business experience of our executive
officers, director and significant employees:





Business
Experience of Officers and the Director and Significant Employees





GEORGE
METRAKOS, Chairman of the Board, CEO, CFO and President





19


Mr.
Metrakos holds a Bachelor's of Engineering from Concordia University (Montreal,
Canada) and a Master's of Business Administration (MBA) from the John Molson
School of Business at Concordia University. Mr. Metrakos has specialized in
numerous successful launches of new technologies for emerging marketplaces. He
has worked with such organizations as Philips B.V. (The Netherlands), Dow
Chemical company (USA), Hydro Quebec (Provincial Utility) and other
entrepreneurial high-tech companies. During his founding role in GMS Capital
Corp., Mr. Metrakos was recognized as entrepreneur of the year in an angel
financing competition within the Montreal business community awarded by the
Montreal Chamber of Commerce youth wing. He also currently holds the position of
President, CEO, CFO and Chairman of a public telecommunications
company.





Employer'sName
            
            Beginning
      andEnding
              Datesof
      Employment
            
            Positions
      Held
            
            Brief
      Description of
              Employer's
      BusinessGeorge
      Metrakos
            
            GMS
      Capital Corp.
            
            March
      2000 to present
            
            President,
      CEO, CFO and Director
            
            Inventory
      Management SoftwareTeliphone
      Corp.
            
            Sep
      1, 2004 to present
            
            President,
      CEO, CFO and Director
            
            Telecommunications
      Company (Public)United
      American Corp.
            
            Nov
      8, 2005 to Feb 22, 2008
            
            President,
      CEO, CFO and Director
            
            Holding
      Company (Public)





Mr.
Metrakos’ full-time employment is with Teliphone Corp., where he spends an
estimated 40-50 hours weekly operating.  Mr. Metrakos is part-time
with GMS and oversees the activities of two part-time employees during the
process of delivery of services to customers, as well as overseeing and working
on the process of SEC-required public filings and financial statement
production.  Mr. Metrakos also acts as President of Metratech Business
Solutions Inc., a holding company that he owns.  There are no daily
activities in this company other than quarterly and yearly review of its
financial statements for taxation purposes.





Compensation of
Directors





Mr.
Metrakos, Chairman of the Board and sole Director, is also the Company’s
President, CEO and CFO.  Mr. Metrakos does not receive compensation as
a Director.  Mr. Metrakos does receive compensation as on officer as
disclosed in the “Executive Compensation” section.





Compliance
with Section 16(a) of the Exchange Act.





Section
16(a) of the Exchange Act requires our directors, executive officers and persons
who own more than 10% of a required class of our equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of our company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file.





As of
March 15,
2010, the Company's sole officer and director, George Metrakos (and
Metratech Business Solutions Inc. of which he is the beneficial owner) has filed
reports required under section 16(a).





Family
Relationships





There are
no family relationships between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our directors
or executive officers and any other person pursuant to which any director or
officer was or is to be selected as a director or officer, and there is no
arrangement, plan or understanding as to whether non-management shareholders
will exercise their voting rights to continue to elect the current board of
directors. There are also no arrangements, agreements or understandings to our
knowledge between non-management shareholders that may directly or indirectly
participate in or influence the management of our affairs.





Board
Committees





Our Board
of Directors has no committees.





Because
our Board of Directors consists of only one member, we do not have a standing
nominating, compensation or audit committee.  Rather, our full Board
of Directors performs the functions of these committees.  Also, we do
not have an audit committee financial expert on our board of directors as that
term is defined by Item 407(d)(5) of  Regulation  S-K
promulgated by the SEC. George Metrakos, our current director, is also an
executive officer of the Company and is therefore not independent.





20


ITEM 11.
            EXECUTIVE
      COMPENSATION





The
following table sets forth the information, on an accrual basis, with respect to
the compensation of our executive officers for the three years ended December
31, 2009, 2008 and 2007:





SUMMARY COMPENSATION
TABLE





Name
      and principal position
            
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
      awards
              ($)
            
            
            Option
      awards
              ($)
            
            
            Nonequity
              incentive
      plan
              compensation
              ($)
            
            
            Nonqualified
              deferred
              compensation
              earnings
              ($)
            
            
            All
      other
              compensation
              ($)
            
            
            Total
              ($)George
      Metrakos
            
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -CEO,
      CFO, President &
            
            2008
            
            $
            13,575
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            4,375
            
            
            $
            17,950Chairman
            
            2007
            
            $
            17,140
            
            
            
            -
            
            
            $
            156,244
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            8,750
            
            
            $
            182,134





Options
and Stock Appreciation Rights Grant Table





There
were no grants of stock options to the Named Executive Officers during the
fiscal year ended December 31, 2009.





Aggregated
Option Exercises and Fiscal Year-End Option Value Table





We did
not have any outstanding stock options or stock appreciation rights at end the
fiscal year ended December 31, 2009.





Long-Term
Incentive Plan Awards Table





We do not
have any Long-Term Incentive Plans.





Compensation
of Directors





During
2009, we did not compensate any of our directors for their services as board
members.





Employment
Agreements





George Metrakos, Chairman, CEO, CFO,
Principal Accounting Officer and President: George Metrakos is currently
compensated $240,000 annually.  The actual amount paid is dependent on
the available cash resources in the company, and hence the full salary is not
paid nor
accrued unless the cash exists to pay it.  The Company
does not have an employment agreement with Mr. Metrakos.





ITEM 12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The
following table sets forth certain information regarding beneficial ownership of
the common stock as  March 15,
2010 by (i) each person, entity or group that is known by the
Company to own beneficially more than 5% of the any classes of outstanding
Stock, (ii) each director of the Company, (iii) each of our named Executive
Officers as defined in Item 402(a)(2) of Regulation S-B; and (iv) most highly
compensated executive officers who earned in excess of $100,000 for all services
in all capacities (collectively, the "Named Executive Officers") and (iv) all
directors and executive officers of the Company as a group.





The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. We believe
that each individual or entity named has sole investment and voting power with
respect to the securities indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise noted. Unless
otherwise stated, the address of each person is 1224 Washington Ave., Miami
Beach, Florida, 33139.





21


Name
            
            Title
              of
              Class
            
            Shares
              Beneficially
              Owned
      (1)
            
            
            Percent
              Class
      (1)George
      Metrakos (2)
            
            Common
            
            
            2,562,440
            
            
            
            
            50.1%Officers
      and DirectorsAs
      a Group (1 Person)
            
            Common
            
            
            2,562,440
            
            
            
            
            50.1%Marcel
      Côté
            
            Common
            
            
            1,012,480
            
            
            
            
            19.8%Spiro
      Krallis
            
            Common
            
            
            994,980
            
            
            
            
            19.5%Officers,
      Directors andCertain
      Beneficial OwnersAs
      a group (3 persons)
            
            Common
            
            
            4,569,900
            
            
            
            
            89.4%





(1)
Applicable percentage of ownership is based on 5,115,400 shares of fully diluted
common stock effective March 15, 2010.  Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities. Shares
of common stock subject to options that are currently exercisable or exercisable
within sixty days of March 15, 2010 are deemed to be beneficially owned by the
person holding such options for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.





(2)
George Metrakos controls 2,562,440 shares of his stock through Metratech
Business Solutions Inc of which he is the beneficial owner.





Changes
in Control





We are
not aware of any arrangements, which may result in a change in control of the
Company.





ITEM
    13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE





On
September 18, 2007, The Company, at the time doing business as "Metratech Retail
Systems Inc.", a Canadian Corporation was re-incorporated in the State of
Florida.  There were no changes in share holdings as shareholders of
one share of the common voting stock of "Metratech Retail Systems Inc." received
one share of the common voting stock of The Company.  The objective of
the re-incorporation was that shareholders felt that access to capital in the US
public markets would prove beneficial for management to realize its business
plan as outlined in this prospectus.





In
addition, there are approximately $41,678 of non-interest bearing advances that
were incurred from January 1, 2007 from Officers or Shareholders or company's
controlled by Officers and Shareholders.  These advances were provided
for cash flow purposes for the Company to sustain its operations.  The
breakdown of these advances is as follows:





George
Metrakos, advanced $31,679


Marcel
Côté advanced $9,915


Metatech
Business Solutions Inc.*, $3,905





*Metratech
Business Solutions Inc. is an entity controlled by George Metrakos and hence is
considered as a Related Entity.





On
October 1, 2007, the Company issued stock for services to compensate George
Metrakos 1,562,440 shares to Metratech Business Solutions Inc., an entity
controlled by George Metrakos, our sole Director and sole Officer, holding the
positions of Chairman, CEO, CFO and President.





The
Company advanced $1,900 to Teliphone Inc. on September 5, 2008.  This
advance was subsequently repaid on March 12, 2009.  The Company
disclosed this as a related party advance in its notes to the financial
statements for the year ended December 31, 2008 since Teliphone Inc. is
considered a related party.  George Metrakos, the Company’s President,
CEO, CFO and Chairman is also the President of Teliphone Inc., a private
Canadian company of which Mr. Metrakos owns a minority stake (5.9% at the time)
of Teliphone Inc.’s parent company, Teliphone Corp., a Public, Nevada Company
that trades its common stock on the Over-The-Counter Bulletin Board
Exchange.





22


Director
Independence





The
Company is in the process of requesting to be listed on the OTCBB
(Over-the-Counter-Bulletin-Board) exchange.  Since the OTCBB does not
have its own rules for director independence, the Company has adopted the
director independence definitions as proposed by the NASDAQ stock
market.





Mr.
Metrakos is not an independent director of the Company since he is also an
acting officer of the Company.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Year ended
2009:





Audit
Fees: The aggregate fees, including expenses, billed by the Company's principal
accountant in connection with the audit of our consolidated financial statements
for the most recent fiscal year and for the review of our financial information
included in our Annual Report on Form 10-K; and our quarterly reports on Form
10-Q during the fiscal year ending December 31, 2009 was $18,000.





Audit
Related Fees: The aggregate fees, including expenses, billed by the Company's
principal accountant for services reasonably related to the audit for the year
ended December 31, 2009 were $0.00.





All Other
Fees: The aggregate fees, including expenses, billed for all other services
rendered to the Company by its principal accountant during year ended December
31, 2009 was $0.00.





Year ended
2008:





Audit
Fees: The aggregate fees, including expenses, billed by the Company's principal
accountant in connection with the audit of our consolidated financial statements
for the most recent fiscal year and for the review of our financial information
included in our Annual Report on Form 10-KSB; and our quarterly reports on Form
10-QSB during the fiscal year ending December 31, 2008 was $18,000.





Audit
Related Fees: The aggregate fees, including expenses, billed by the Company's
principal accountant for services reasonably related to the audit for the year
ended December 31, 2008 were $0.00.





All Other
Fees: The aggregate fees, including expenses, billed for all other services
rendered to the Company by its principal accountant during year ended December
31, 2008 was $0.00.





AUDITOR
INDEPENDENCE





Our Board
of Directors considers that the work done for us in the year ended December 31,
2009 and December 31, 2008 by KBL, LLP is compatible with maintaining his
independence.





AUDITOR'S
TIME ON TASK





All of
the work expended by KBL, LLP on our December 31, 2009 and 2008 respectively
audits were attributed to work performed by their full-time, permanent
employees.





PART IV





ITEM
      15.
            EXHIBITS





Exhibit
      Number
            
            Description3.1
            
            Articles
      of Incorporation3.2
            
            Bylaws10.1.
            
            Term
      Sheet of the Partnership Agreement, Metratech Retail Systems Inc., July
      10, 200010.2.
            
            Non-Disclosure
      Agreement signed with MGA Concept, April 1, 200010.3.
            
            Employment
      and technology transfer agreement with Junior Active Designs, Inc.,
      October 16, 200010.4.
            
            Form
      of Services Agreement10.6.
            
            GMS
      Capital Corp, Metratech Retail Systems, Inc. Merger
      Agreement14.1
            
            Code
      of Ethics23.2*
            
            Consent
      of Independent Registered Public Accounting Firm (KBL,
  LLP)31.1*
            
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act. (2)31.2*
            
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act. (2)32.1*
            
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act. (2)32.2*
            
            Certification
      of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act. (2)


* filed
herein. All other items filed previously on June 16, 2008.





23


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.





GMS
      CAPITAL CORP.Date:
      March 15, 2010
            By:
            /s/ George
      MetrakosGeorge
      MetrakosChief
      Executive OfficerGMS
      CAPITAL CORP.Date:
      March 15, 2010
            By:
            /s/ George
      MetrakosGeorge
      MetrakosPrincipal
      Accounting Officer





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





GMS
      CAPITAL CORP.Date:
      March 15, 2010
            By:
            /s/ George
      MetrakosGeorge
      MetrakosDirector








24