UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________________________________




FORM
10-K





(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
The Fiscal Year Ended December 31, 2008




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934






Commission
File No.  333-152017





BUSINESS
      MARKETING SERVICES, INC.(Exact
      name of issuer as specified in its charter)Delaware
              80-0154787(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.  Employer
      Identification No.)701
      Fifth Ave 42nd Fl.
                Seattle,
      WA
              98104(Address
      of principal executive offices)
              (Zip
      Code)Registrant’s
      telephone number, including area code:(206)
      262-7336




Securities
      registered under Section 12(b) of the Exchange Act:
              None.Securities
      registered under Section 12(g) of the Exchange Act:
              Common stock, par value $0.0001 per share.(Title
      of class)





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





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 (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K.   x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. 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
              (Do
      not check if a smaller reporting company)
            o
            
            Smaller
      reporting company
            x





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





There is
no public trading market for the Company currently.





As of
March 30, 2009, the registrant had 19,200,000 shares issued and outstanding,
respectively.





Documents Incorporated by
Reference:


None.















TABLE
OF CONTENTS




PART
      I
            
            PageITEM
      1.
            DESCRIPTION OF
      BUSINESS
            1ITEM
      2.
            PROPERTIES
            3ITEM
      3.
            LEGAL
      PROCEEDINGS
            4ITEM
      4.
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
            4PART
      IIITEM
      5.
            MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
            4ITEM
      6.
            SELECTED FINANCIAL
      DATA
            4ITEM
      7.
            MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            5ITEM
      7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
            6ITEM
      8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
            FITEM
      9.
            CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            7ITEM
      9A(T).
            CONTROLS AND
      PROCEDURES
            7PART
      IIIITEM
      10.
            DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
            7ITEM
      11.
            EXECUTIVE
      COMPENSATION
            8ITEM
      12.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
            9ITEM
      13.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
            9ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            9PART
      IVITEM
      15.
            EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
            10SIGNATURES











PART
I




ITEM
1.         DESCRIPTION OF
BUSINESS.




General





Business
Marketing Services, Inc. (“BMSI”) plan of business is to publish and distribute
13 month calendars that will be marketed to businesses of all industries to hand
out to their customer’s as a promotional tool and to publish and distribute
industry and profession specific wall planners. BMSI would someday like to
operate nationwide but is planning on initially implementing its business plan
in Wenatchee and greater Seattle in the State of Washington.





Calendars:





We
initially plan to print 5,000 calendars with pictures of a nature theme and
5,000 calendars with women posing in a bikini or lingerie as a second theme.
Each picture will be unique and be copyrighted for use on BMSI calendars
only. Our goal is to have a calendar ready for the 2009 calendar year. We will
then print the name, address, logo, etc. of each customer on the front of every
calendar that they order for a fee that will be viewed on all months of the year
by their customers.





We
believe that there is a large sector of businesses that would still like to see
what some consider politically in-correct calendars that feature scantily clad
women models. Businesses that cater primarily to male customers will be our
primary focus for these calendars. The past decade has seen calendars of this
nature disappear from circulation.  We plan to have 5,000 calendars
with the pictures of thirteen women (one for each of the thirteen months) and
5,000 with thirteen nature themed pictures ready by October 15, 2008 in time for
the 2009 calendar season. We plan to order 10,000 calendars in total. The
calendars will then be sold and re-printed with the customers name and
information on the bottom of each calendar. We have confirmed that the
re-printing of the calendar with its customer’s information at the bottom can be
done within seven working days and shipped to the customer within 48
hrs.





We have
obtained many quotes from professional photographers. The rate would be $300.00
per photo shoot. The photographer would agree to sign a release that would allow
BMSI the right to use the images for a commercial purpose. We have secured six
of the models that we intend to use. The cost per photo shoot with the right to
publish the images is $500 per model. The average cost to produce the photo for
every month of the calendar is $800 so the entire year would cost approximately
$10,400 for the photos for the woman themed calendar in year one. The photos
will be re-used by BMSI in “year two” so the cost for the photos applies to year
one only.




The
photos for the nature themes have been sourced out by either location or by view
of ones that can be purchased for commercial use. The cost range is $900 to
$1,200 for the nature theme scenes that have been chosen as preferred locations
and $1,500 to $5,000 for exclusive rights of previously taken photos. We have
budgeted $13,000 for the photos for its nature themed calendars. The photos will
be re-used in “year two” so the cost for the photos applies to year one
only.





Wall
Planners:





In
addition we plan to engage in the publication and distribution of industry and
profession specific wall planners. Each wall planner will measure approximately
24 x 36 inches and will contain a 13-month calendar that includes industry
specific key dates and events. For each calendar, we will sell advertising space
located around the perimeter of the wall planner to businesses and professionals
that wish to market their products or services to the specific industry for
which the wall planner is made. In addition, each wall planner has one primary
sponsor that receives prominent advertising space at the top of the wall planner
and is allowed to place its logo in the middle of the calendar.





We plan
to initially print 3,000 wall planners for each industry group that we target
and distribute them to members of the targeted industry or profession free of
charge. We will generate revenue solely through the sale of advertising space on
the wall planners. In our first year we would like to target the following three
industries for our wall calendar: the golf industry, wedding industry and
automobile industry. We are encouraged by the response that we have generated to
date and intend to commence selling advertising space in the month of July 2008
for the 2009 calendar year. These wall planners will be produced upon our sale
of all the available advertising space.





We will
mail wall planners to members of the targeted industry or profession free of
charge and on an unsolicited basis. We will obtain lists of appropriate
recipients from the phone book, internet, professional lists and national
statistical agencies. We will contact various professional agencies and
organizations to obtain professional lists also. We will not incur any
costs in producing a wall planner until all of the advertising space is sold. In
this way, we ensure that the revenue generated from the production of each wall
planner will be greater than our cost to produce it.





1




We have a
vision to expand to all over America servicing every industry. If the wall
planner and calendar turn out to be a successful way for the company’s customers
to reach their potential customers they may re-order on an annual basis. The
company intends to send out special offers to previous customers in advance to
encourage them to re-order for the following year.





Advertising
and Sales Strategy:





We have
been gathering lists of potential advertisers for our wall planners and
customers for its first calendars. If enough capital is available the company
will immediately initiate its sales strategy of contacting everyone on the list
and will hire a salesperson for the greater Seattle area.





We plan
to generate revenue solely through the sale of advertising space on our wall
planners and from the sale of our calendars.  The amount of
advertising revenue that we generate is directly proportional to the number of
wall planners and calendars we produce and the number of advertising spaces we
sell.





We have
no specific contracts with any advertisers. Each time we decide to create an
additional wall planner, we need to find advertisers that are targeting the
industry or professional group that will receive the planners. Some advertisers
may advertise on successive wall planners or specific planners reproduced in
subsequent years, while others will limit their advertising to specific target
groups on a one-time basis. The same is said for customers that purchase our
calendars.





We may
enter into advertising agreements with our advertisers in order to secure
long-term commitments. It is anticipated that advertisers would receive a
discount from our standard rates if they committed to placing multiple or
repeated advertisements or calendar orders. While this would reduce the amount
of revenue we would generate, it might allow us to produce more wall planners in
a shorter time frame since we would not have to secure as many additional
advertisers for each wall planner.





Competition:





Our main
competitors are other businesses producing and distributing
planners, calendars, trade publications, magazines and
newspapers.





Wall
Planners





Although
there are many publishing companies in greater Seattle we are not aware of any
companies producing industry specific wall planners. From time to time,
non-profit and charitable organizations in various American cities sell
advertising space in connection with the sale and distribution of wall planners,
calendars, appointment diaries and similar products for fundraising purposes.
Due to the limited production of such planners, we do not consider such
endeavors as a threat to our business success.





While
many office supply stores sell wall and desk planners to consumers,
very few of these contain substantial third party advertisements. As well,
this is unlikely to affect our business since we distribute wall planners
for free.





Our chief
competitive threat is other publishing companies entering the industry-specific
wall planner market. There are no barriers that would prevent another company
from adopting our business plan and competing with us in various cities.
However, due to the number of cities in America that would be appropriate
markets for wall planner distribution, we do not expect that such competition
will prevent us from accomplishing our business objectives.





Trade
Publications and Magazines





The chief
competitive advantage that trade publications and magazines have compared
to our wall planner advertising is that they are an established form
of marketing with which advertisers are comfortable. The name recognition
of many of these publications, and their association with a particular
industry or profession, is also a contributing factor. However, many
recipients of trade publications and industry specific magazines often
do not read them in detail. Even if they do, most magazines are
discarded


after one
or several readings. As well, not every page of the magazine is read. Up to
50% of the space in these magazines is reserved for advertisements creating
clusters of advertisers' messages. This reduces the frequency and the likelihood
of exposure for an individual advertiser's message. Due to these facts, the
target audience of an advertisement may not be exposed to an advertisement for
very long, if at all.





Because
our wall planners are designed as a useful office item to be affixed to a wall
and contain a calendar, it would be more likely that our advertisements would be
viewed by the professional targeted, as well as his or her clients, over the
course of 13 months. Advertisements would likely be in plain view in an office
or place of business at all times, as opposed to being hidden inside a magazine.
However, we have not conducted any research to determine how many recipients of
our wall planners actually use them. We plan to undertake such research once we
produce and distribute a minimum of 9,000 planners. This would give us an
adequate number from which to gather statistically accurate data.




2




Newspapers





In our
main target area of greater Seattle, our main competitors will be the
city's two daily newspapers: the Seattle Times and the Seattle
Post-Intelligencer.  We anticipate that we will be able to overcome
competition from local newspapers because our advertising targets specific
industry and professional groups and is comparatively inexpensive. However,
for the advertiser attempting to reach the general consumer population,
local newspaper advertisements may provide them with greater
exposure.




Calendars





There are
many companies that create similar nature themed calendars for re-printing with
their customers name and or an advertisement on the bottom but we cannot find
any companies in the State of Washington that are printing calendars with sexy
woman themes. The company believes after lots of research that there is a large
market for calendars with this theme.





In
addition, we may face competition based on price. If our competitors lower
advertising rates as they relate to their publications, then it may not be
possible for us to sell advertising space on our wall planners or calendars at
economically viable prices. Increased competition could result in:





-    Lower
than projected advertising fees from our wall planners or
calendars;


-    Lower
profit margins on our wall planner or calendar production; and


-    Our
inability to produce additional wall planners or calendars in a timely fashion
if needed


as
we do not print our wall planners until all advertising space is sold in
advance.





Any one
of these results could adversely affect our business, financial condition and
results of operations. In addition, our competitors may develop competing
products and services that achieve greater market acceptance. It is also
possible that new competitors may emerge and acquire significant market share.
Our inability to achieve sales and revenue due to competition will have an
adverse effect on our business, financial condition and results of
operations.





Our
ability to achieve and maintain profitability will be affected by our ability to
control our costs. We expect to hire printers on an independent contractor basis
and salespersons on a salary plus commission basis, we expect to incur most
costs only after we have sold enough advertising space to publish a specific
wall planner. Calendars will be ordered in batches of 5,000. In the first year
of business, we expect that any profit we realize from our operations
will be spent on legal fees, marketing fees, salaries, printing costs,
shipping costs, administrative costs etc.





The
company’s President has conducted research concerning the advertising market in
the State of Washington focusing on the greater Wenatchee and Seattle areas. The
research, he discovered was that local advertisers typically rely on magazines,
trade publications and daily newspapers to specifically target particular
professions and business sectors. However, the recipients of trade publications
and industry specific magazines often do not read them in detail. As well, such
publications are often disposed of shortly after receipt. As a result, such a
recipient may not be exposed to an advertisement for very long, if at all. In
response to this, BMSI is focusing on the concept of publishing and distributing
wall planners and calendars that would allow advertisers to target specific
local industries. Because the wall planners and calendars were designed to be
useful items to be affixed to an office wall and would contain a 13-month
calendar, it would be more likely that the advertisements printed on the wall
planner would be viewed by the professional targeted, as well as his or her
clients and visitors, over the course of a year.





We intend
to expand our wall planner and calendar production and distribution business
in Washington State by targeting additional professional and industry
groups in the future. The company has a vision to expand to all over America
servicing every industry. If the wall planner and calendar turn out to be a
successful way for the company’s customers to reach their potential customers
they may re-order on an annual basis. The company intends to send out special
offers to previous customers in advance to encourage them to re-order for the
following year.





Government
Regulation:


We do not
expect any governmental regulations to have an impact on our planned business
operations. Existing laws with which we must comply cover issues that
include:





-      State
taxes;


-      Pricing
controls;


-      Libel
and defamation; and


-      Copyright,
trademark and patent infringement.





New laws
may impact our ability to market our products in the future. However, we
are not aware of any pending laws or regulations that would have an impact
on our business.




ITEM
2.         DESCRIPTION OF
PROPERTY.





Our
business office is located at 701 Fifth Ave 42nd Fl. Seattle, WA
98104.  The company has leased a shared office space at: 701 Fifth Ave
42nd
Fl. Seattle, Washington for a fee of $2,580 for one year. Mr. Black intends to
mainly use his home office in Wenatchee, as the company’s base of operations
which he will not charge the company rent at this time.




3




ITEM
3.         LEGAL
PROCEEDINGS.




To the
best of our knowledge, there are no known or pending litigation proceedings
against us..





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




None.




PART
II




ITEM
5.         MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





Market
Information





There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms apart. However, we can provide no assurance that our shares of common
stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.





Holders





As of
March 30, 2009 in accordance with our transfer agent records, we had 43 record
holders of our Common Stock.




Dividends





To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.




Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.




Stock
Option Grants





To date,
we have not granted any stock options.





ITEM
6.         SELECTED
FINANCIAL DATA.





Not
applicable.




4







ITEM
7.          MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.





Plan
of Operation





We need
to raise additional capital in order to meet our “year one” projections. We have
$10,448 cash on hand but expect to need a minimum of $111,700 in the first six
months of operations in order to design, produce and print the two batches of
5,000 calendars, hire a sales person, create a website and list the company on
the OTCBB Exchange. The $111,700 is based on the company producing no revenues
until at least the first quarter of 2009.





We are
unsure if we will be able to raise the additional funds that we will need in
order to fulfill our “year one” projections. If we are unable to raise the
capital in time to meet the deadline for the 2009 calendar year we intend to
focus on raising the necessary funds to produce a calendar for the 2010 calendar
year.





Our plan
was to sell enough advertising space by October 15, 2008 to meet the deadline to
complete the design, publishing and distribution of 9,000 wall planners. The
9,000 will consist of 3,000 that are golf industry specific, 3,000 that are
wedding industry specific and 3,000 that are automobile industry specific. The
cost to produce each batch of 3,000 wall planners is $5,500. The wall planners
will only be ordered when enough advertising space is sold. The cost to ship the
wall planners is $2,628.  However to date we were unable to meet such
deadline and therefore our new goal is to sell such advertising space by the end
of the year.





Revenues/Expenditures





The
following is a summary of the expected revenue and costs resulting from the
production of 5,000 13 month “nature themed” wall calendars. The calendars will
be initially printed with a blank space at the bottom and has to be re-printed
with a customer’s name and information on it. The company initially plans on
marketing two different calendars of 5,000 each.





Revenue:


Per
calendar cost to customer (minimum order of 300): $5.50 each X 5,000 =
$27,500


Expenditures:


Commission
to sales person: $4,125


Cost to
produce the photos: $13,000


Graphic
design and printing for each batch of 5,000: $13,000


Packaging
and shipping: $0


General
administrative expenses: $500


Total:
$30,625


Gross
Profit in year one: -
$3,125


Gross
Profit in year two: $9,875





The
following is a summary of the expected revenue and costs resulting from the
production of an industry specific run of 3,000 wall planners. The company
initially plans on marketing three different wall planners of 3,000
each.





Revenue:


18
Advertising Spaces ($2,000 each): $36,000


Feature
Ad ($10,000)


Total:
$46,000





Expenditures:


Commission
to sales person: $6,900 (15% of sales)


Graphic
design and printing: $5,500


Packaging
and shipping: $2,628


General
administrative expenses: $500


Total:
$15,528




5




Total
“Year One” Projected Revenue and Expenditures:


Commission
to sales person: $28,950


Salary to
sales person: $12,000


Photography
and models: $23,400


Graphic
design and printing: $42,500


Packaging
and shipping: $7,884


General
administrative expenses: $5,000


Website
creation and one year of hosting: $5,000


Office
rent (12 months): $2,580


Miscellaneous:
$2,000


Accounting:
$7,000


Legal:
$25,000


Total
projected expenditures: $161,314


Total
projected revenue: $193,000





Total
estimated gross profit in “year one” if all the advertising on the wall planners
and all 10,000 calendars are sold: $31,686.The company’s first year profits are
impacted by “one time” costs such as the cost to take the company public
and the costs associated with acquiring the photos for the calendars. The photos
for the calendars will be re-used in subsequent years at no additional cost to
the company.




Results
of Operations




For the
period from inception through December 31, 2008, we had no revenue. Expenses for
the year totaled $ 32,552 resulting in a net loss of $32,552.





Liquidity and Capital
Resources





As of
December 31, 2008 we had 10,448 in cash.




While we
are attempting to commence operations and produce revenues, our cash position
may not be significant enough to support our daily operations. Management
intends to raise additional funds by way of a public or private offering.
Management believes that the actions presently being taken to further implement
its business plan and generate revenues provide the opportunity for us to
continue as a going concern. While we believe in the viability of its strategy
to increase revenues and in its ability to raise additional funds, there can be
no assurances to that effect. Our ability to continue as a going concern is
dependent upon our ability to further implement its business plan and generate
revenues.





We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.





Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).




ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not
applicable because we are a smaller reporting company.








6







ITEM 8.         FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.








Business
Marketing Services, Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 
 
 AS
OF DECEMBER 31, 2008







Business
Marketing Services, Inc.
 (a
development stage company) Financial
Statements Table of Contents


FINANCIAL
      STATEMENTS
                                                                              PageIndependent
      Registered Auditors Report
                                                                              F-1Balance Sheets
                                                                              F-2Statement of Operations and Retained Deficit
                                                                              F-3Statement of Stockholders Equity
                                                                              F-4Cash Flow Statements
                                                                              F-5Notes
      to Financial Statements
                                                                              F-6


Report
of Independent Registered Public Accounting Firm
 
 
 
 To the
Board of Director and shareholders
 
 
 
 We have
audited the accompanying balance sheet of Business Marketing Services, Inc. as
of December 31, 2008 and 2007 and the related statement of operations,
stockholders’ equity, and cash flows for the twelve months ended December 31,
2008 and 25 days ending December 31, 2007 and from inception (December 7, 2007)
through the year then ended December 31, 2008. These financial statements are
the responsibility of company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
 We
conducted our audit 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. 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 statements presentation. We believe that our audit provides 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 Business Marketing Services, Inc.
at December 31, 2008 and 2007 and the results of its operations and its cash
flows for the twelve months ended December 31, 2008 and 25 days ending December
31, 2007 and from inception (December 7, 2007) through December 31, 2008 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. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 
 
 Gately
& Associates, L.L.C.
 Lake
Mary, FL
 March 31,
2009
    F-1
 
  BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2008 and 2007ASSETSCURRENT ASSETS
                                                          
                                                          12/31/2008
                                                          
                                                          
                                                          12/31/2007Cash
                                                          
                                                          $
                                                          10,448
                                                          
                                                          
                                                          $
                                                          -Total
      Current Assets
                                                          
                                                          
                                                          10,448
                                                          
                                                          
                                                          
                                                          -TOTAL
      ASSETS
                                                          
                                                          $
                                                          10,448
                                                          
                                                          
                                                          $
                                                          -LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                                                          
                                                          $
                                                          1,750
                                                          
                                                          
                                                          $
                                                          1,750Total
      Current Liabilities
                                                          
                                                          
                                                          1,750
                                                          
                                                          
                                                          
                                                          1,750TOTAL
      LIABILITIES
                                                          
                                                          
                                                          1,750
                                                          
                                                          
                                                          
                                                          1,750STOCKHOLDERS' EQUITYPreferred
      Stock - Par value $0.0001;Authorized:
      50,000,000None
      issues and outstanding
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Common
      Stock - Par value $0.0001;Authorized:
      200,000,000Issued
      and Outstanding: 19,200,000 and 15,000,000
                                                          
                                                          
                                                          1,920
                                                          
                                                          
                                                          
                                                          1,500Additional
      Paid-In Capital
                                                          
                                                          
                                                          42,580
                                                          
                                                          
                                                          
                                                          -Accumulated
      Deficit
                                                          
                                                          
                                                          (35,802
                                                          )
                                                          
                                                          
                                                          (3,250
                                                          )Total
      Stockholders' Equity (Deficit)
                                                          
                                                          
                                                          8,698
                                                          
                                                          
                                                          
                                                          (1,750
                                                          )TOTAL
      LIABILITIES AND EQUITY
                                                          
                                                          $
                                                          10,448
                                                          
                                                          
                                                          $
                                                          -
 
    F-2
  BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ended December 31, 2008 and 25 days ended December 31,
      2007,and
      from inception (December 7, 2007) through December 31,
200812
      MONTHS
                                              
                                              
                                              25
      DAYS
                                              
                                              
                                              FROMENDING
                                              
                                              
                                              ENDING
                                              
                                              
                                              INCEPTION12/31/2008
                                              
                                              
                                              12/31/2007
                                              
                                              
                                              TO
      12/31/08REVENUE
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -COST OF SERVICES
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -GROSS PROFIT OR (LOSS)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                              
                                              
                                              32,552
                                              
                                              
                                              
                                              3,250
                                              
                                              
                                              
                                              35,802NET INCOME (LOSS)
                                              
                                              
                                              (32,552
                                              )
                                              
                                              
                                              (3,250
                                              )
                                              
                                              
                                              (35,802
                                              )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                              
                                              
                                              (3,250
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                              
                                              $
                                              (35,802
                                              )
                                              
                                              $
                                              (3,250
                                              )
                                              
                                              $
                                              (35,802
                                              )Earnings (loss) per share
                                              
                                              $
                                              (0.0018
                                              )
                                              
                                              $
                                              (0.0002
                                              )
                                              
                                              $
                                              (0.0020
                                              )Weighted average number of common
      shares
                                              
                                              
                                              18,155,738
                                              
                                              
                                              
                                              15,000,000
                                              
                                              
                                              
                                              17,953,964
   F-3
  BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 7, 2007) through December 31, 2008COMMON
                            
                            
                            PAID-IN
                            
                            
                            ACCUM.
                            
                            
                            TOTALSHARES
                            
                            
                            STOCK
                            
                            
                            CAPITAL
                            
                            
                            DEFICIT
                            
                            
                            EQUITYStock
      issued on acceptance
                            
                            
                            15,000,000
                            
                            
                            $
                            1,500
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            1,500of
      incorporation expensesDecember
      7, 2007Net
      Income (Loss)
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (3,250
                            )
                            
                            
                            (3,250
                            )Total,
      December 31, 2007
                            
                            
                            15,000,000
                            
                            
                            
                            1,500
                            
                            
                            
                            -
                            
                            
                            
                            (3,250
                            )
                            
                            
                            (1,750
                            )Capital
      Contribution
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,000
                            
                            
                            
                            -
                            
                            
                            
                            1,000Stock
      subscribed in March2008
      at $0.01 per shareon
      private placement
                            
                            
                            4,200,000
                            
                            
                            
                            420
                            
                            
                            
                            41580
                            
                            
                            
                            -
                            
                            
                            
                            42,000Net
      Income (Loss)
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (32,552
                            )
                            
                            
                            (32,552
                            )Total,
      December 31, 2008
                            
                            
                            19,200,000
                            
                            
                            $
                            1,920
                            
                            
                            $
                            42,580
                            
                            
                            $
                            (35,802
                            )
                            
                            $
                            8,698
  
  F-4
  
 BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ended December 31, 2008 and 25 days ended December 31,
      2007,and
      from inception (December 7, 2007) through December 31,
200812
      MONTHS
                                    
                                    
                                    25
      DAYS
                                    
                                    
                                    FROMENDING
                                    
                                    
                                    ENDING
                                    
                                    
                                    INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                                    
                                    12/31/2008
                                    
                                    
                                    12/31/2007
                                    
                                    
                                    TO
      12/31/08Net
      income (loss)
                                    
                                    $
                                    (32,552
                                    )
                                    
                                    $
                                    (3,250
                                    )
                                    
                                    $
                                    (35,802
                                    )Stock
      issued as compensation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,500
                                    
                                    
                                    
                                    1,500Increase
      (Decrease) in Accrued Expenses
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,750
                                    
                                    
                                    
                                    1,750Total
      adjustments to net income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,250
                                    
                                    
                                    
                                    3,250Net
      cash provided by (used in) operating activities
                                    
                                    
                                    (32,552
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (32,552
                                    )CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash flows provided by (used in) investing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -CASH FLOWS FROM FINANCING
      ACTIVITIESContribution
      of Capital
                                    
                                    
                                    1,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,000Proceeds
      from stock issuance
                                    
                                    
                                    42,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    42,000Net
      cash flows provided by (used in) financing activities
                                    
                                    
                                    43,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    43,000CASH RECONCILIATIONNet
      increase (decrease) in cash
                                    
                                    
                                    10,448
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    10,448Cash
      - beginning balance
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -CASH BALANCE - END OF
PERIOD
                                    
                                    $
                                    10,448
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,448
    F-5
  Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
  1.   Summary of significant
accounting policies:
 
 Industry:
 
 Business
Marketing Services, Inc. (the Company), was incorporated in the state of
Delaware as of December 7, 2007. Business Marketing Services’ plan of
business is to publish and distribute 13 month calendars that will be marketed
to businesses of all industries to hand out to their customer’s as a promotional
tool and to publish and distribute industry and profession specific wall
planners.
  The
Company has adopted its fiscal year end to be December 31.
 
 Results of Operations and
Ongoing Entity:
 
 The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in the Company's
cash-flow on a day to day basis during the time period that the Company is in
the development stage.
 
 Liquidity and Capital
Resources:
 
 In
addition to the stockholder funding capital short-falls, the Company anticipates
interested investors that intend to fund the Company's growth.
 
 Cash and Cash
Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
 
 Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years which those temporary differences are expected to be
recovered or settled. Deferred tax assets are reduced by a valuation allowance
when in the opinion of management; it is more likely than not that some portion
or all of the deferred tax assets will not be realized. At this time, the
Company has set up an allowance for deferred taxes as there is no company
history to indicate the usage of deferred tax assets and
liabilities.
 
 Fair Value of Financial
Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
the Company for issuance of debt with similar terms and remaining
maturities.  The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
 
 F-6
 
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 Concentrations of Credit
Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
 
 2.   Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
  The
Company's shareholder funds The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
 
 3.   Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
  4.   Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 5.   Revenue and Cost
Recognition:
 
 The Company uses
the accrual basis of accounting in accordance with generally accepted accounting
principles for financial statement reporting.
  6.   Accrued
Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
 
 7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 8.   Stockholder's
Equity:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.0001, of which
none are issued or outstanding.
  Common
Stock includes 200,000,000 shares authorized at a par value of $0.0001, of which
15,000,000 have been issued for the amount of $1,500 on December 07, 2007 in
acceptance of the incorporation expenses for the Company.
 
 F-7
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 During March 2008,
the Company undertook a Section 4(2) registration under the Securities Act of
1933 to raise $42,000 in the issuance of 4,200,000 shares of common stock at
$0.01 per share. The Company’s management considers this offering to be exempt
under the Securities Act of 1933.
  9.   Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 15,000,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
  10.  Earnings
Per Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
  11.  Income
Taxes:
 
 The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.  These net operating losses expire as the following: $3,250 at
2027 and $32,552 at 2028.
  The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
  The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used.  The tax based net operating losses create
tax benefits in the amount of $7,160 from inception through December 31,
2008.
  Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2008 are as
follows:
 
 Deferred
      tax assets:Federal
      net operating loss
                    
                    $
                    5,370State
      net operating
      loss
                    
                    
                    1,790Total
      Deferred Tax Asset
                    
                    
                    7,160Less
      valuation
      allowance
                    
                    
                    (7,160
                    )0
 
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
  Federal
      income tax rate
                    
                    
                    15.0
                    %State
      tax, net of federal benefit
                    
                    
                    5.0
                    %Increase
      in valuation allowance
                    
                    
                    (20.0
                    %)Effective
      income tax rate
                    
                    
                    0.0
                    %
 
 
 12. Subsequent
Events:
 
 None
known at this time.
 F-8




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




Our
accountant is Gately & Associates, L.L.C. Independent Registered
Public Accounting Firm. We do not presently intend to change accountants. At no
time have there been any disagreements with such accountants regarding any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.




ITEM
9A(T). CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Management's
Annual Report on Internal Control Over Financial Reporting.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.




Changes
in Internal Control over Financial Reporting





No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




PART
III




ITEM
10.     DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





Our sole
executive officer’s and director’s and his respective age as of March 30, 2009
are as follows:




NAME
              AGE
              POSITIONDoug
      Black
              51
              President,
      Chief Executive Officer, Secretary, Principal Accounting Officer,
      Director




Set forth
below is a brief description of the background and business experience of our
sole officer and director for the past five years.




7




Mr. Black
was hired as a bartender in April 1986 by a local bar in Wenatchee. Mr. Black
went on to become the bars’ manager a few years later. While he was employed as
the manager he was hired by the owners to assist in the creation of new
bar/lounges in Wenatchee and other cities in the State of Washington including
the design, construction, ordering of supplies and hiring of staff.





In 1995,
Mr. Black with the assistance of some investors purchased a “Darigold” franchise
which had the distribution rights of certain areas of Washington State. In
1998 Mr. Black sold the franchise to one of his investment partners. Since
1998 Mr. Black has been employed by the “Buzz Inn” in Wenatchee on a full time
basis as a dealer and a pit boss in their casino. In Mr. Black’s role at the
casino he has had the opportunity to meet and be-friend a number of local
businessmen who urged him to follow through with his plan of business for
Business Marketing Services Inc.





Term
of Office




Our sole
director was appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our sole officer was appointed by our board of directors and
holds office until removed by the board





Current
Issues and Future Management Expectations





No board
audit committee has been formed as of the filing of this Annual
Report.




Compliance
With Section 16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.




Code
of Ethics




The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





ITEM
11.       EXECUTIVE
COMPENSATION




The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, and 2007 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
      Awards
              ($)
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            All
      Other Compensation
              ($)
            
            Totals
              ($)Doug
      Black, President, Chairman, Chief Executive Officer and Chief
      Financial
            2008
            
            $
            0
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            0
            
            $
            0Officer
            2007
            
            $
            0
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            0
            
            $
            0




Option Grants Table.There were no individual
grants of stock options to purchase our common stock made to the executive
officer named in the Summary Compensation Table through March 30,
2009.




Aggregated
Option Exercises and Fiscal Year-End Option Value Table.There were no stock options
exercised during the year ended December 31, 2008 by the executive officer named
in the Summary Compensation Table:




None




8




Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to
a named executive officer in the last completed fiscal year under any
LTIP




Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.





Employment
Agreements





We do not
have any employment agreements in place with our officers or
directors.




ITEM
12.       SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 30,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.




Title
      of Class
              Name
      and Address
                of
      Beneficial Owner
              Amount
      and Nature
                of
      Beneficial Owner
              Percent
      of
                Class
      (1)Common
      Stock
              Doug
      Black
                701
      Fifth Ave 42nd Fl.
                Seattle,
      WA 98104
              15,000,000
              78.1%Common
      Stock
              All
      executive officers and directors as a group
              15,000,000
              78.1%





(1)  Based
upon 19,200,000 shares outstanding as of March 30, 2009





Stock Option
Grants




We have
not granted any stock options to our executive officer since our
incorporation.





ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR
INDEPENDENCE





None.




ITEM 14.       PRINCIPAL ACCOUNTANT FEES
AND SERVICES





Audit
Fees




For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $___ and $___ for professional services rendered for the
audit and review of our financial statements.




Audit Related
Fees





There
were no fees for audit related services for the years ended December 31, 2008
and 2007.





Tax Fees




For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.




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.





9




Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:




-approved
by our audit committee; or





-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.





The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.






PART
IV





ITEM
15.       EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Consolidated Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




31.1           Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer


32.1           Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer














10







SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
March 30, 2009




By/s/Doug
Black


Doug
Black,


Chairman
of the Board of Directors,


Chief
Executive Officer,


Chief
Financial Officer, Controller,


Principal
Accounting Officer







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




Signature
            
            Title
            
            Date/s/
      Doug Black
            
            Chairman
      of the Board of Directors,
            
            March
      30, 2009Doug
      Black
            
            Chief
      Executive Officer,
              Chief
      Financial Officer, Controller, Principal Accounting Officer









11