UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K /A





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


EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010





Commission File No. 333-152017





Business Marketing Services, Inc.


(Exact name of registrant as specified in its charter)





DELAWARE

80-0154787(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)350 Madison Avenue, 8th FloorNew York, NY

10017(Address of principal executive offices)

(Zip Code)





(646) 416-6802


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share





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





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, a non-accelerated filer or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act.





Large accelerated file
o


Accelerated filer
oNon-accelerated filer
o


Smaller reporting company
x





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




As of March 15, 2011, the number of outstanding shares of common stock, $0.0001 par value per share, of the registrant was 19,500,000 shares.





No documents are incorporated by reference.




Explanatory Note
  This Amendment to the annual report on Form 10-K originally filed on April 15, 2011 is being filed to (i) add Note 7 - Commitments and Contingencies to disclose business consulting agreement and Consultancy Agreement, and (ii) to add a subsequent event to disclose the formation of majority-owned subsidiary, consulting services to the subsidiary and call options to acquire shares.







Table of Contents





1st Page
Filing Submission
1Part IItem 1
Business
3Item 1a
Risk Factors
6Item 1b
Unresolved Staff Comments
12Item 2
Properties
12Item 3
Legal Proceedings
12Item 4.
Submission Of Matters To A Vote Of Security Holders
12Part IIItem 5
Market For Registrant’s Common Equity
12Item 6.
Selected Financial Data
14Item 7.
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
14Item 8.
Financial Statements And Supplementary Data
F-1Item 9.
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
19Item 9A(T).
Controls And Procedures
19Item 9B.
Other Information
19Part IIIItem 10.
Directors, Executive Officers And Corporate Governance
20Item 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 Accounting Fees And Services
22Part IVItem 15.
Exhibits And Financial Statement Schedules
2331.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)








2




PART I





Forward Looking Statements





Certain statements in this Annual Report on Form 10-K /A (the “Report”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Report, words such as “may,” “should,” “seek,” “believe,” “expect,” ”anticipate,” “estimate,” “project,” “intend,” “strategy” and similar expressions are intended to identify forward- looking statements regarding events, conditions and financial trends that may affect the Company’s future plans, operations, business strategies, operating results and financial position. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results, trends, performance or achievements of the Company, or industry trends and results, to differ materially from the future results, trends, performance or achievements expressed or implied by such forward-looking statements.





These risks and uncertainties include, among others: general economic and business conditions in the United States and other countries in which the Company’s customers, suppliers, and service providers are located; industry conditions and trends; technology changes; competition and other factors which may affect prices which the Company may charge for its products and its profit margins; the availability and cost of the inventory purchased by the Company; relative value of the United States dollar to currencies in the countries in which the Company’s customers, suppliers and competitors are located; changes in, or the failure to comply with, government regulation, principally environmental regulations; the Company’s ability to implement changes in its business strategies and development plans; and the availability, terms and deployment of debt and equity capital if needed for expansion. These and certain other factors are discussed in this Report and from time to time in other Company reports filed with the Securities and Exchange Commission. The Company does not assume an obligation to update the factors discussed in this Report or such other reports





ITEM 1          Business





Historically, Business Marketing Services, Inc.’s (“BMSV” or the “Company”) plan of business was to publish and distribute 13-month calendars that would 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, initially implementing its business plan in Wenatchee and greater Seattle in the State of Washington.





Calendars





We initially planned 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 would be unique and be copyrighted for use on BMSV calendars only. Our goal was to have a calendar ready for the 2009 calendar year.  We did not produce a calendar for the 2009 or the 2010 calendar years.





Wall Planners





In addition, we planned to engage in the publication and distribution of industry and profession specific wall planners.  For each calendar, we planned to 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 would have 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 planned to initially print 3,000 wall planners for each industry group that we targeted and distribute them to members of the targeted industry or profession free of charge. Our plan was to generate revenue solely through the sale of advertising space on the wall planners.  These wall planners would have been produced upon our sale of all the available advertising space.  To date we have not produced any wall planers.




3




Recent Developments and Changes to Business Plan





On January 19, 2010, Hans Pandeya, our current CEO and director, acquired the majority of the issued and outstanding common stock of the Company, from Doug Black, in accordance with a common stock purchase agreement (the “Stock Purchase Agreement”) between Hans Pandeya, Doug Black and the Company.  On the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Hans Pandeya acquired fifteen million (15,000,000) shares of the Company’s issued and outstanding common stock representing approximately 78% of the Company’s issued and outstanding common stock, for a total purchase price of Three Hundred Twenty-Five Thousand dollars ($325,000).





On February 5, 2010, we entered into a Consulting Agreement with TAG Strategic.  The agreement calls for TAG Strategic to perform general business advisory services. The term of the agreement is for a twelve month period.  The compensation for this agreement is in the form of monthly payments of $20,000.





On March 12, 2010, the Company acquired source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from the Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers.  On the Closing Date, pursuant to the terms of the Asset Transfer Agreement, the Company delivered a promissory note in the principal amount of $300,000 (the “Note”), with a maturity date of May 31, 2010.  The Note was to be paid, at our option, in cash or by delivery of the number of shares of Company’s common stock based on the daily average closing price of the Company’s common stock from the Closing Date until the date of issuance of the stock.  On May 31, 2010 the Note was satisfied by the issuance of 300,000 shares of our common stock , of which the Company valued at $0.01 per share or $3,000 in aggregate.  On March 12, 2010, we entered into a Consulting Agreement with the Sellers.  The agreement calls for the Sellers to perform software technical advisory services at the times and the locations specified by us. The term of the agreement is for a twelve month period.  The compensation for this agreement is in the form of cash compensation of AUD 100 plus GST per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions.  We intend to use the acquired source code to develop new marketing services for businesses.





We might alter our plans if we do not succeed in raising funds to start the projects or if we do not succeed in obtaining license agreements that are essential for the business we envisage. We currently have a team of 5 people working part-time with business development, legal and accounting work in the US and 3 people working part-time in Australia. In addition, we are working with researchers and developers in Norway, Denmark, Israel, UK, the US and Egypt to design services and develop our business model.





An overview of our plans follows here.





Fundamental view





We believe that a user's social experience in interactions with users with similar interests and tastes are a key factor that drives the emergence of networks, and that system designs that enhance this experience and harness the capabilities of a network of like-minded users, add significant value to a business model.





Each of our plans is based on this fundamental principal. All systems we intend to create are user-centric and identify clusters of similar users in some respect to create optimum solutions.





4




Transaction module plan





We are planning to use gTrade’s technology to develop marketing services for businesses and to develop marketplaces for intellectual property rights and copyright where consumers and investors can invest in and transact with businesses. An example is a marketplace for mobile apps where consumers and investors can invest in and transact with creators and developers to realize their creations. Another example is a marketplace for digital entertainment that acts as a link between traditional record companies, the publishers and artists on one side and the music fans on the other. Music fans are the consumers or investors in this example.





Recommendation module plan





We are creating partnerships to access state-of-the-art technology for matching consumers and investors with businesses to transact in our marketplaces with minimum information asymmetry and optimum allocation of financial resources. For example, we intend to use the technology to design systems that match consumers of digital entertainment who most likely will invest in and transact with content providers, rights holders and artists to create maximum value for all parties.





Distribution module plan





Intellectual property rights laws and copyright laws are difficult to enforce on the Internet. We believe that the main reason for this is that technology used today for transactions on the Internet is not up to date and in fact is so outdated that efficient enforcement of intellectual property rights laws and copyright laws is not possible. As outdated technology is the de-facto standard, it prevents outdated architectures from being replaced. This problem provides impetus to new policies being introduced to increase surveillance of users and strike against infringement of property rights, which in turn raises privacy issues. We believe that we can create value for businesses by making enforcement of property rights more efficient and by lowering distribution costs to a minimum with new technology. We believe that we can create value for consumers by lowering costs and improving the quality of service.





We are creating partnerships to access state-of-the-art technology for storage and delivery of digital content to consumers with maximum efficiency. As mentioned above, technologies and architectures that are widely used are the de-facto standard and thus difficult to replace with systems that are superior from a technical point of view. We intend to make certain strategic acquisitions to facilitate the introduction of our technologies.





Rewards module plan





We intend to create systems to identify networks of like-minded people within certain communities, for example, within a file-sharing community, and encourage sharing of resources to create a cooperative environment by rewarding them. When users contribute their unused resources to a common pool, the opportunity to monetize idle capacity is created. Revenues created in this cooperative environment can then be passed on to the users in the form of credits. Rewarding users with credits for sharing resources is similar to traditional rewards programs such as frequent flier programs. A user in a file-sharing community thus becomes a service provider with our technology and earns an income from his file-sharing activities, which he can spend on his consumption of digital content.





5




Strategic acquisitions plan





As mentioned earlier, we intend to make certain strategic acquisitions to facilitate the introduction of technologies we will use. However, a successful acquisition and a successful introduction of next generation file-sharing technology for storage and distribution of digital content will not necessarily give intended results as licensing agreements for content delivered with next generation file-sharing technology are not yet available from many content providers and rights-holders.





While our plans are broad, they are modular and inter-independent to reduce our business risks. A failure in a module, for example, failure in our plan to make certain acquisitions to facilitate the introduction of the technologies will not affect the transaction module plan. While the business activities in the different modules reinforce each other to increase the overall business's profitability and sustainability, the modules are not a pre-requisite for each others' existence or essential for the overall business.





Employees





As of December 31, 2010, the Company’s sole employee was Hans Pandeya, its President and Chief Executive Officer.





ITEM 1A     Risk Factors





An investment in the Company’s common stock is speculative and involves a high degree of risk. You should carefully consider the risks described below and the other information in this report before purchasing any shares of the Company’s common stock. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties may also adversely impair the Company’s business operations.  Such factors may have a significant impact on its business, operating results, liquidity and financial condition. As a result of the identified risk factors, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to the Company, or that are currently considered to be immaterial, may also impact the Company’s business, operating results, liquidity and financial condition. If any such risks occur, the Company’s business, operating results, liquidity and financial condition could be materially affected in an adverse manner. In addition, the trading price of the Company’s stock, when and if a market develops for the Company’s stock, could decline.





Risks Related to the Company





We Have A Limited Operating History That You Can Use To Evaluate Us, And The Likelihood Of Our Success Must Be Considered In Light Of The Problems, Expenses, Difficulties, Complications And Delays Frequently Encountered By A Small Developing Company. There Is No Assurance Our Future Operations Will Result In Profitable Revenues. If We Cannot Generate Sufficient Revenues To Operate Profitably, We Will Cease Operations.





We have no significant financial resources and no revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.




6




Our ability to achieve and maintain profitability and positive cash flow is dependent upon:





·
our ability to identify and pursue mediums through which we will be able to market our services;





·
our ability to attract and retain customers;





·
our ability to generate revenues through sales of our products; and





·
our ability to manage growth by managing administrative overhead.





Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and generating limited revenues. We cannot guarantee that we will be successful in generating revenues in the future. Our failure to generate revenues in a timely manner would have a material adverse effect on our business, operating results and financial condition.





We have incurred operating losses since inception and there is no certainty that we will ever achieve profitability.





We have incurred operating losses since our inception. We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations.  The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our ability to execute our business plan.  There can be no assurance that we will ever achieve any revenues or profitable operations.





We Will Require Financing To Achieve Our Current Business Strategy And Our Inability To Obtain Such Financing Could Prohibit Us From Executing Our Business Plan And Cause Us To Slow Down Our Expansion or Cease Our Operations.





We will need to raise a minimum of $ 1 million over the next twelve months through public or private debt or sale of equity to execute our business and marketing plan and to get our operations to profitability. Such financing may not be available as needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. If we are unable to obtain this financing on reasonable terms, we would be unable to hire the additional employees needed to execute our business plan and we would be forced to delay or scale back our plans for expansion. This would delay our ability to get our operations to profitability and could force us to cease operations. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, financial condition and results of operation.





Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute any future plans for growth. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if or when it is needed on terms we deem acceptable.





There Is Substantial Uncertainty That We Will Be Able to Continue Operations.





Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations within the next twelve months.




7




We Face Intense Competition And Our Inability To Successfully Compete With Our Competitors Will Have A Material Adverse Effect On Our Results Of Operation.





The social networking software industry is highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader service lines and greater financial resources and advertising budgets than we do. Many of our competitors offer similar services or alternatives to our services. We intend to rely solely on concepts developed by Hans Pandeya, our CEO and a director. There can be no assurance that we will procure a market that will be available to support the services we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.





If We Do Not Attract Customers On Cost-Effective Terms, We Will Not Make A Profit, Which Ultimately Will Result In A Cessation Of Operations.





Our success depends on our ability to attract customers on cost-effective terms. If we are unsuccessful at attracting a sufficient number of clients, our ability to get repeat customers and our financial condition will be harmed.





We Are Dependent On Our CEO, Hans Pendeya, To Guide Our Initial Operations and Implement Our Plan Of Operations. If We Lose His Services We Will Have To Cease Operations





Our success is largely dependent on the skills, experience and efforts of Hans Pandeya, our Chief Executive Officer. The loss of Mr. Pandeya could have a material adverse effect upon our growth strategy and future business development, and therefore the value of your investment.   Any failure to attract and retain qualified employees in the future could also negatively impact the Company’s business strategy.





We are controlled by current officers, directors and principal stockholders.





Our insiders beneficially own approximately 78% of the outstanding shares of our common stock.  Accordingly, our insiders will have the ability to control the election of our Board of Directors and the outcome of issues submitted to our common stockholders for a vote.





Our insiders could also delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.  Accordingly, these insiders may be able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with the Company even if its other stockholders wanted it to occur.





We may be unable to manage our growth or implement our expansion strategy.





We may not be able to expand our product and service offerings, our client base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.





Any Inability to adequately protect our intellectual property could harm our ability to compete.





Our future success and ability to compete depends in part upon our intellectual property, which we attempt to protect with a combination of copyright and trademark laws, as well as with contractual provisions. These legal protections afford only limited protection and are time-consuming and expensive to obtain and/or maintain. Further, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.




8




Our involvement in intellectual property litigation could adversely affect our business.





If we are alleged to infringe the intellectual property rights of a third party, any litigation to defend the claim could be costly and would divert the time and resources of management, regardless of the merits of the claim. There can be no assurance that we would prevail in any such litigation. If we were to lose a litigation relating to intellectual property, we could, among other things, be forced to pay monetary damages and/or to cease the sale or use of certain products. Any of the foregoing may adversely affect our business.





Compliance with Sarbanes-Oxley Section 404





The SEC extended the deadline for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 to smaller reporting companies to annual filings after June 30, 2010 therefore the Company‘s first year of required compliance is as of December 31, 2010.  Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent the Company from producing reliable financial reports or identifying fraud. In addition, shareholders could lose confidence in the Company’s financial reporting, which could have an adverse effect on its stock price.





Effective internal controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude the Company from accomplishing these critical functions. The Company will be required to document and test its internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of the Company’s internal controls over financial reporting and a report by its independent registered public accounting firm addressing these assessments.





During the course of the Company’s testing, it may identify deficiencies that the Company may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if the Company fails to maintain the adequacy of its internal accounting controls, as such standards are modified, supplemented or amended from time to time, the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause the Company to face regulatory action and also cause investors to lose confidence in its reported financial information, either of which could have an adverse effect on the Company’s stock price.





Risks Relating to the Company’s Securities





There is not now, and there may not ever be, an active market for our shares of common stock.





There can be no assurance that an active market for our common stock will develop. If an active public market for our common stock does not develop, shareholders may not be able to re-sell the shares of our common stock that they own and may lose all of their investment.





Sales of a substantial number of shares of our common stock may cause the price of our common stock to decline.





Should an active public market develop and our stockholders sell substantial amounts of our common stock in the public market, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.




9




The market price of the Company’s common stock may be volatile.





The market price of the Company’s common stock will likely be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board quoted stocks in particular. Some of the factors that may materially affect the market price of the Company’s common stock are beyond the Company’s control, such as changes in financial estimates by industry and securities analysts, announcements made by the Company’s competitors or sales of the Company’s common stock. These factors may have a material adverse affect on the market price of the Company’s common stock, regardless of the Company’s performance.





In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of the Company’s common stock.





Issuance of Additional Shares of our Common Stock for financing or debt conversion could cause significant dilution for our current stockholders.





The Company needs to raise additional funds in the future. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the current stockholders of the Company will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences and privileges senior to those of the common stock and may have covenants that impose restrictions on the Company’s operations.





We may not be able to remain current in our SEC reporting requirements.





If the Company fails to remain current on its reporting requirements, it could be removed from the OTC Bulletin Board which would limit the ability of broker dealers to sell its securities and the ability of stockholders to sell their securities in the secondary market.





Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If the Company fails to remain current on its reporting requirements, it could be removed from the OTC Bulletin Board. As a result, the market liquidity for the Company’s securities could be severely affected and limit the ability of broker-dealers to sell the Company’s securities and the ability of stockholders to sell their securities in the secondary market. In addition, the Company may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on the Company.





We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.





The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends on its common stock in the foreseeable future, so any return on investment may be limited to the value of the Company’s stock. The Company plans to retain any future earnings to finance growth.




10




Our Common Stock will be subject to the "Penny Stock" rules of the SEC.





Any market that develops in shares of the Company’s common stock will be subject to the penny stock regulations and restrictions, which could impair liquidity and make trading difficult. SEC Rule 15g-9, as amended, establishes the definition of a “penny stock” 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 a limited number of exceptions. It is likely that the Company’s shares will be considered to be penny stock for the immediately foreseeable future. This classification severely and adversely affects the market liquidity for its common stock.





For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stock 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. To approve a person’s account for transactions in penny stock, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stock are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stock.





The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule required 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.





Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.





Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of the Company’s common stock, which may affect the ability of selling stockholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of the Company’s securities, if and when its securities become publicly traded. In addition, the liquidity for the Company’s securities may decrease, with a corresponding decrease in the price of the Company’s securities. The Company’s shares, in all probability, will be subject to such penny stock rules for the foreseeable future and its stockholders will, in all likelihood, find it difficult to sell their securities.





The market for penny stock has experienced numerous frauds and abuses that could adversely impact investors in the Company’s stock. OTC Bulletin Board securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTC Bulletin Board reporting requirements are less stringent than those of the stock exchanges or NASDAQ.




11




Patterns of fraud and abuse include:





·
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;·
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;·
“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;·
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and·
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.





FINRA Sales Practice Requirements May Limit A Stockholder's Ability To Buy And Sell Our Stock.





FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.





ITEM 1B     Unresolved Staff Comments





None.





ITEM 2        Properties





As of February 1, 2011, our business office was located at 350 Madison Avenue, 8th Floor, New York, NY 10017. Management believes that existing facilities are adequate to meet current requirements, and that suitable additional space will be available as needed to accommodate any further physical expansion of operations.





ITEM 3        Legal Proceedings





The Company is not party to any other legal proceeding.  The Company may become a party to various claims, legal actions and complaints arising in the ordinary course of business.  In the opinion of management, there were no matters that would have a material adverse effect on the financial condition of the Company as of December 31, 2010 and 2009.





ITEM 4.       Submission of Matters to a Vote of Security Holders





None.





ITEM 5        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities





Our common stock is quoted on the OTC Bulletin Board, a service provided by the Nasdaq Stock Market Inc., under the symbol “BMSV.OB”.  The following table sets forth the high and low bid prices for our common stock as reported each quarterly period within the last two fiscal years on the OTC Bulletin Board, as reported by the National Quotation Bureau. The high and low prices reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions (1).




12




Period

High Bid


Low Bid1st Quarter 2009

$
0.00


$
0.002nd Quarter 2009


0.00



0.003rd Quarter 2009


0.00



0.004th Quarter 2009


0.00



0.001st Quarter 2010

$
2.00


$
0.002nd Quarter 2010


2.05



2.003rd Quarter 2010


2.05



0.004th Quarter 2010


1.00



0.001st Quarter 2011

$
1.00


$
1.00





On April 12, 2011, the National Quotation Bureau, Inc. reported that the closing ask price on our common stock was $1.00 per share.





Record Holders





As of December 31, 2010, there were approximately 45 holders of record of our common stock. The Board of Directors believe that the number of beneficial owners is greater than the number of record holders because a portion of our outstanding common stock is held of record in broker "street names" for the benefit of individual investors. The beneficial owners of such shares are not known to us.





As of December 31, 2010, the shareholders list from our transfer agent shows that there were 19,500,000 shares of common stock outstanding. Of those shares, 15,000,000 shares, or 77% percent of our outstanding common stock, were owned by our officers and directors.





Dividend Policy





We have not paid dividends on our common stock and do not plan to pay such dividends in the foreseeable future.  Our Board of Directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions.





Recent Sales of Unregistered Securities





On March 12, 2010, the Company acquired source code and other software assets of gTrade pursuant to the terms of an Asset Transfer Agreement (the “Asset Transfer Agreement”).  On the Closing Date, the Company delivered a promissory note in the principal amount of $300,000 (the “Note”), with a maturity date of May 31, 2010, in payment of the purchase price.  The Note was to be paid, at the Company’s option, in cash or by the issuance of shares of the Company’s common stock.  On May 31, 2010, the Note was satisfied by the issuance of 300,000 shares of our common stock , of which the Company valued at $0.01 per share or $3,000 in aggregate.




Securities Authorized For Issuance Under Equity Compensation Plan





The Company does not have any Equity Compensation Plans, nor has the Company issued any securities pursuant to any Equity Compensation Plan.




13




ITEM 6.       SELECTED FINANCIAL DATA





Not applicable to smaller reporting companies.





ITEM 7.       Management’s Discussion and Analysis of Financial Condition and Results of Operations





Introduction





You should read the following discussion in conjunction with our audited financial statements, which are included elsewhere in this Form 10-K /A , and the special note on Forward Looking Statements appearing before Item 1. Business. Management’s Discussion and Analysis and its plans of operation contain statements that are forward-looking. These statements are based on current expectations and assumptions, which are subject to risk, uncertainties and other factors. Actual results may differ materially because of the factors discussed in the subsection titled “Risk Factors,” which are located in Item 1A.





Company Overview





Historically, Business Marketing Services, Inc.’s (“BMSV” or the “Company”) plan of business was to publish and distribute 13-month calendars that would 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, initially implementing its business plan in Wenatchee and greater Seattle in the State of Washington.





Calendars





We initially planned 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 would be unique and be copyrighted for use on BMSV calendars only. Our goal was to have a calendar ready for the 2009 calendar year.  We did not produce a calendar for the 2009 or the 2010 calendar years.





Wall Planners





In addition, we planned to engage in the publication and distribution of industry and profession specific wall planners.  For each calendar, we planned to 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 would have 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 planned to initially print 3,000 wall planners for each industry group that we targeted and distribute them to members of the targeted industry or profession free of charge. Our plan was to generate revenue solely through the sale of advertising space on the wall planners.  These wall planners would have been produced upon our sale of all the available advertising space.  To date we have not produced any wall planers.




14




Recent Developments and Changes to Business Plan





On January 19, 2010, Hans Pandeya, our current CEO and director, acquired the majority of the issued and outstanding common stock of the Company, from Doug Black, in accordance with a common stock purchase agreement (the “Stock Purchase Agreement”) between Hans Pandeya, Doug Black and the Company.  On the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Hans Pandeya acquired fifteen million (15,000,000) shares of the Company’s issued and outstanding common stock representing approximately 78% of the Company’s issued and outstanding common stock, for a total purchase price of Three Hundred Twenty-Five Thousand dollars ($325,000).





On February 5, 2010, we entered into a Consulting Agreement with TAG Strategic.  The agreement calls for TAG Strategic to perform general business advisory services. The term of the agreement is for a twelve month period.  The compensation for this agreement is in the form of monthly payments of $20,000.





On March 12, 2010, the Company acquired source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from the Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers.  On the Closing Date, pursuant to the terms of the Asset Transfer Agreement, the Company delivered a promissory note in the principal amount of $300,000 (the “Note”), with a maturity date of May 31, 2010.  The Note was to be paid, at our option, in cash or by delivery of the number of shares of Company’s common stock based on the daily average closing price of the Company’s common stock from the Closing Date until the date of issuance of the stock.  On May 31, 2010 the Note was satisfied by the issuance of 300,000 shares of our common stock, of which the Company valued at $0.01 per share or $3,000 in aggregate.On March 12, 2010, we entered into a Consulting Agreement with the Sellers.  The agreement calls for the Sellers to perform software technical advisory services at the times and the locations specified by us. The term of the agreement is for a twelve month period.  The compensation for this agreement is in the form of cash compensation of AUD 100 plus GST per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions.  We intend to use the acquired source code to develop new marketing services for businesses.





We might alter our plans if we do not succeed in raising funds to start the projects or if we do not succeed in obtaining license agreements that are essential for the business we envisage. We currently have a team of 5 people working part-time with business development, legal and accounting work in the US and 3 people working part-time in Australia. In addition, we are working with researchers and developers in Norway, Denmark, Israel, UK, the US and Egypt to design services and develop our business model.





Critical Accounting Policies





Our discussion and analysis of our financial condition and results of operation is based upon our audited financial statements, which have been prepared in accordance with Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.





An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the condensed consolidated financial statements.  We believe that the following critical accounting policies reflect the more significant estimates and assumption used in the preparation of the condensed consolidated financial statements.




15


Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board.  In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above.  Changes in estimates used in these other items could have a material impact on our financial statements.





Loss Per Share





Basic loss per share is presented on the face of the statements of operations. Basic loss per share is calculated as the loss attributable to common stockholders divided by the weighted average number of shares outstanding during each period. Basic (loss) per share is computed using the weighted average number of shares outstanding during the period.  Due to the Company’s losses from continuing operations, dilutive potential common shares in the form of warrants and unvested common stock awards were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.





Use of Estimates





The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount of uncollectible accounts receivable, the amount to be paid for the settlement of liabilities related to cost of sales, the estimated useful lives for property and equipment, value assigned to the warrants granted in connection with the various financing arrangements and calculation for stock compensation expense.  Actual results could differ from those estimates.





Subsequent Events





February 25, 2011 we completed the acquisition of certain assets pursuant to the terms and conditions of the Share Transfer Agreement (the “STA”) by and between the Company and Smartlaunch Systems A/S (“Smartlaunch”), whereby we acquired all of its rights, title and interest in shares of the common stock of Adcore Aps, equaling 10% of the issued and outstanding common stock of Adcore Aps. The purchase price of the assets purchased by the Registrant pursuant to the STA was 654,648 Swedish Kroner. The purchase price was paid by the Registrant through the issuance of a promissory note to Smartlaunch (the “Note”).  The Note has a one (1) year term, is payable at maturity and has an interest rate of ten (10) percent. The interest on the Note is payable 180 and 360 days from the issuance date of the Note. The Note is unsecured.





16




Results of Operations





The following table sets forth, for the periods indicated, the Statements of Operations that is used in the following discussions of our results of operations.





BUSINESS MARKETING SERVICES, INC.(a development stage company)STATEMENTS OF OPERATIONS12 MONTHS


12 MONTHS


FROMENDING


ENDING


INCEPTIONREVENUE

12/31/2010


12/31/2009


TO 12/31/2010COST OF SERVICES

$
-


$
-


$
-GROSS PROFIT OR (LOSS)


-



-



-OPERATING EXPENSESBusiness Consulting Fees


60,000



-



60,000Professional Fees


26,432



18,191



74,956General And Administrative Expenses


36



4,311



9,816Amortization


750



-



750TOTAL OPERATING EXPENSES


87,218



22,502



145,522INTEREST EXPENSE - STOCKHOLDER


927



294



1,221-NET LOSS

$
(88,145
)

$
(22,796
)

$
(146,743
)Earnings (loss) per share

$
(0.00
)

$
(0.00
)

$
(0.01
)




Revenue





The Company did not have any revenue in the year ended December 31, 2010.  We are still in our development stage as of December 31, 2010.


Operating Expenses





The Company operating expenses for 2010 was $87,218 as compared to $22,502 in 2009. The increase of $64,716 was primarily due to an increase in professional fees as the Company has changed its business model to focus on software as a service. The Company professional fees also increased because of re-auditing its prior years because its prior auditor opinion could no longer be relied upon.





17




Other Expenses





The Companyhad interest expense of $927 for the year ended December 31, 2010, compared to $294 for the year ended December 31, 2009.  The Interest expense is attributable to interest on demand notes issued to a related party in 2009.




Liquidity





As of December 31, 2010 we had $48 in cash. While we are reviewing our operations and business plan to determine the most effective way to 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 refine our 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 raise a minimum of $1 million and 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.





The following table summarizes the Company’s Statement of Cash Flows:





Twelve Months Ended December 31,Net cash provided (used) by operating activities
2010
2009Operating Activities
(84,143)
(22,002)Investing Activities
-
-Financing Activities
83,245
12,500




ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk





Not applicable to smaller reporting companies.  However, risk factors relating to the Company and Company’s securities are described under “Item 1A Risk Factors.”





18





ITEM 8.       Financial Statements and Supplementary Data




Business Marketing Services, Inc.
 
 December 31, 2010 and 2009
 
 Index to Financial Statements
 
 Contents                                                                                                                                                                Page(s)
 
 Report of Independent Registered Public Accounting Firm
F-2Balance Sheets at December 31, 2010 and 2009
F-3Statements of Operations for year ended December 31, 2010 and 2009 and for the Period from December 7, 2007 (Inception) through December 31, 2010
F-4Statement of Stockholders’ Equity (Deficit) for the Period from December 7, 2007 (Inception) through December 31, 2010
F-5Statements of Cash Flows for the year ended December 31, 2010 and 2009 and for the Period from December 7, 2007 (Inception) through December 31, 2010
F-6Notes to the Financial Statements
F-7
 
 F-1
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholder of
 Business Marketing Services, Inc.
 (A Development Stage Company)
 Cambridge, Massachusetts
 
 We have audited the accompanying balance sheets of Business Marketing Services, Inc., a development stage company, (the “Company”) as of December 31, 2010 and 2009 and the related statements of operations, stockholder’s equity (deficit) and cash flows for the years then ended and for the period from December 7, 2007 (inception) through December 31, 2010.  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 the 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.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 the Company as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and for the period from December 7, 2007 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at December 31, 2010 and had a net loss and net cash used in operating activities for the year then ended, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 /s/Li & Company, PC
 Li & Company, PC
 
 Skillman, New Jersey
 April 15, 2011
 
 F-2




BUSINESS MARKETING SERVICES, INC.(A development stage company)BALANCE SHEETSDecember 31, 2010


December 31, 2009ASSETSCURRENT ASSETSCash

$
48


$
946Total Current Assets


48



946INTANGIBLE ASSETSWeb-based software platform


3,000



-Accumulated amortization


(750
)


-Web-based software platform, net


2,250



-TOTAL ASSETS

$
2,298


$
946LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccrued expenses

$
4,575


$
2,250Notes payable - stockholders


81,911



10,000Total Current Liabilities


86,486



12,250TOTAL LIABILITIES


86,486



12,250STOCKHOLDERS' DEFICITPreferred stock: par value $0.0001; 50,000,000 shares authorized;none issued or outstanding


-



-Common stock: par value $0.0001; 200,000,000 shares authorized;19,500,000 and 19,200,000 shares issued and outstanding, respectively


1,950



1,920Additional paid-In capital


60,605



45,374Deficit accumulated during the development stage


(146,743
)


(58,598
)Total Stockholders' Deficit


(84,188
)


(11,304
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
2,298


$
946


See accompanying notes to the financial statements


F-3




BUSINESS MARKETING SERVICES, INC.(A development stage company)STATEMENTS OF OPERATIONSFor the Period fromFor the Year


For the Year


December 7, 2007Ended


Ended


(inception) throughDecember 31, 2010


December 31, 2009


December 31, 2010REVENUE

$
-


$
-


$
-OPERATING EXPENSESBUSINESS CONSULTING FEES


60,000



-



60,000PROFESSIONAL FEES


26,432



18,191



74,956GENERAL AND ADMINISTRATIVE EXPENSES


36



4,311



9,816AMORTIZATION EXPENSE


750



-



750TOTAL OPERATING EXPENSES


87,218



22,502



145,522LOSS FROM OPERATIONS


(87,218
)


(22,502
)


(145,522
)OTHER (INCOME) EXPENSESINTEREST EXPENSE - STOCKHOLDER


927



294



1,221TOTAL OTHER (INCOME) EXPENSES, NET


927



294



1,221LOSS BEFORE INCOME TAXES


(88,145
)


(22,796
)


(146,743
)INCOME TAXES


-



-



-NET LOSS

$
(88,145
)

$
(22,796
)

$
(146,743
)Net Loss Per Common Share - basic & diluted

$
(0.00
)

$
(0.00
)

$
(0.01
)Weighted  Average Common Shares Outstanding:- basic & diluted


19,375,890



19,200,000



18,825,990




See accompanying notes to the financial statements
  F-4
  BUSINESS MARKETING SERVICES, INC.(A development stage company)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)For the Period from December 7, 2007 (inception) through December 31, 2010Deficit accumulatedAdditional


during the


TotalCommon Stock


Paid-in


Development


Stockholders’Shares


Amount


Capital


Stage


Equity (Deficit)Shares issued upon formation


15,000,000


$
1,500


$
-


$
-


$
1,500Net Loss














(3,250
)


(3,250
)Balance, December 31, 2007


15,000,000



1,500



-



(3,250
)


(1,750
)Capital Contribution










1,000







1,000Common shares subscribed on private placementat $0.01 per share in March 2008


4,200,000



420



41,580







42,000Net Loss














(32,552
)


(32,552
)Balance, December 31, 2008


19,200,000



1,920



42,580



(35,802
)


8,698Interest as in-kind contribution










294







294Capital contribution










2,500







2,500Net Loss














(22,796
)


(22,796
)Balance, December 31, 2009


19,200,000



1,920



45,374



(58,598
)


(11,304
)Interest contributed to capital










927







927Capital contribution










1,334







1,334Forgiveness of debt by a stockholder










10,000







10,000Common shares issued for acquisition of source codeand other software assets valued at$0.01 per share on May 31, 2010


300,000



30



2,970







3,000Net Loss














(88,145
)


(88,145
)Balance, December 31, 2010


19,500,000


$
1,950


$
60,605


$
(146,743
)

$
(84,188
)




See accompanying notes to the financial statements
  F-5
  BUSINESS MARKETING SERVICES, INC.(A development stage company)STATEMENTS OF CASH FLOWSFor the Period fromFor the Year


For the Year


December 7, 2007Ended


Ended


(inception) throughDecember 31, 2010


December 31, 2009


December 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(88,145
)

$
(22,796
)

$
(146,743
)Adjustments to reconcile net loss to net cashused in operating activitiesAmortization expense


750







750Interest contribution


927



294



1,221Stock issued as compensation


-



-



1,500Changes in operating assets and liabilities:Accrued expenses


2,325



500



4,575Net cash used in operating activities


(84,143
)


(22,002
)


(138,697
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from notes payable - stockholder


81,911



10,000



91,911Proceeds from sale of common shares


-



-



42,000Capital contribution


1,334



2,500



4,834Net cash flows provided by financing activities


83,245



12,500



138,745NET CHANGE IN CASH


(898
)


(9,502
)


48CASH BALANCE AT BEGINNING OF PERIOD


946



10,448



-CASH BALANCE AT END OF PERIOD

$
48


$
946


$
48SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-NON CASH FINANCING AND INVESTING ACTIVITIES:Common shares issued for acquisition of source code and related assets

$
3,000


$
-


$
3,000Forgiveness of debt by stockholder

$
10,000


$
-


$
10,000
  See accompanying notes to the financial statements


F-6





Business Marketing Services, Inc.
 (A Development Stage Company)
 December 31, 2010 and 2009
 Notes to the Financial Statements
 
 
 NOTE 1 - ORGANIZATION
 
 Business Marketing Services, Inc., a development stage company, (the “Company”), was incorporated under the laws of the State of Delaware on December 7, 2007. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.
 
 Change of control
 
 On January 19, 2010, Hans Pandeya acquired fifteen million (15,000,000) shares of the Company’s outstanding common stock representing approximately 78% of the Company’s then outstanding common stock, from Doug Black, in accordance with a common stock purchase agreement (the “Stock Purchase Agreement”) for a total purchase price of Three Hundred Twenty-Five Thousand dollars ($325,000).
 
 On March 12, 2010, the Company acquired the source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers.  The Company intends to use the acquired source code to develop new marketing services for the Company.
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCONTING POLICIES
 
 Basis of presentation
 
 The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
 Development stage company
 
 The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.
 
 Use of estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
 
 Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
 
 Cash equivalents
 
 The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
 
 Software platform
 
 Software platform is stated at cost less accumulated amortization.  Software platform is the source code and other software assets of gTrade the Company acquired for $3,000 on March 12, 2010. As required by section 350-40-25-2 of the FASB Accounting Standards Codification the Company capitalizes costs incurred during the application development stage of software used to upgrade and enhance the function of the software and amortizes these costs over its estimated useful life of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.
  F-7
  Amortization expense for the twelve months ended December 31, 2010 was $750.  Amortization expense for the next two (2) years is $1,000 per year.
 
 Impairment of long-lived assets
 
 The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes software platform is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
 
 The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.  The Company determined that there were no impairments of long-lived assets as of December 31, 2010.
 
 Fair value of financial instruments
 
 The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
 Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
 
 The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2010 or 2009; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended December 31, 2010, or 2009, or for the period from December 7, 2007 (inception) through December 31, 2010.
 
 Commitment and contingencies
 
 The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
 
 Revenue recognition
 
 The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
  F-8
  Equity instruments issued to parties other than employees for acquiring goods or services
 
 The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).
 
 Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
 
 Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.
 
 Income taxes
 
 The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
 
 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
 Net income (loss) per common share
 
 Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding for the periods ended December 31, 2010 and 2009, or for the period from December 7, 2007 (inception) through December 31, 2010.
 
 Cash flows reporting
 
 The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
  F-9
  Subsequent events
 
 The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
 
 Recently issued accounting pronouncements
 
 In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:
  1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
 2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
 
 This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
  1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
 
 This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to classesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
 
 In April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”).This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
 
 In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”),was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation.ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
 
 In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
  F-10
  In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
 
 In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
 
 Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
 NOTE 3 – GOING CONCERN
 
 As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $146,743 at December 31, 2010, a net loss of $88,145 and net cash used in operating activities of $84,143 for the year then ended, respectively, with no revenues earned since inception.
 
 While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s 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 the Company to continue as a going concern.  While the Company believes 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.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
 
 The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 NOTE 4 – NOTES PAYABLE - STOCKHOLDER
 
 From January 22, 2009 through September 8, 2009, the Company borrowed $12,500 in aggregate from its major stockholder, $2,500 of which was contributed to capital at December 31, 2009 and the remaining balance of $10,000 at December 31, 2009 was forgiven on January 15, 2010 and recorded as paid-in capital.  Those notes were due on demand with interest at 3% per annum.  The Company accrued $294 in interest and recorded this amount as a contribution for the year ended December 31, 2009.
 
 From February 28, 2010 through December 31, 2010, the Company borrowed $81,911 in aggregate from its majority stockholder.  Those notes are due on demand with imputed interest at 3% per annum.  The Company imputed $927 in interest and recorded this amount as a capital contribution for the twelve months ended December 31, 2010.
 
 NOTE 5 - STOCKHOLDERS’ EQUITY
 
 Preferred stock
 
 Preferred stock includes 50,000,000 shares authorized at $0.0001 par value, none of which are issued or outstanding.
  F-11
  Common stock
 
 Common Stock includes 200,000,000 shares authorized at $0.0001 par value, 15,000,000 of which have been issued for the amount of $1,500 on December 7, 2007 in acceptance of the incorporation expenses for the Company.
 
 During March 2008, the Company sold 4,200,000 shares of common stock at $0.01 per share or $42,000 in aggregate.
 
 On May 31, 2010, the Company issued 300,000 shares of its common stock in connection with the March 12, 2010 purchase of source code and other software assets, valued at $0.01 per share or $3,000 in aggregate.
 
 NOTE 6 – RELATED PARTY TRANSACTIONS
 
 Free office space
 
 The Company has been provided office space by its Chief Executive Officer at no cost.  The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
  NOTE 7 – COMMITMENTS AND CONTINGENCIES
 
 Business consulting agreement
 
 On February 5, 2010 (the “Effective Date”), the Company entered into a business consulting agreement (the “Business Consulting Agreement”) with TAG Strategic LLC (“TAG”), an unrelated California limited liability company.
 
 (i)
Nature of services
 
 Under the terms of the Business Consulting Agreement, the Company engaged TAG to Source and initiate discussions with record labels, music publishers, film and television studios for the purposes of obtaining licenses for the new Pirate Bay music service, and with rightholder organizations such as IFPI, RIAA, BPI and MPAA to discuss allowing their members to get acces to The Pirate Bay and other filesharing sites to detect pirated content and either authorizing the content for a penalty fee or alternatively removing the content.
 
 (ii)
Term
 
 The term of this Agreement shall be six (6) months, commencing on February 5, 2010 and continuing until August 5, 2010 (“Initial Term”). Thereafter this Agreement will renew for another period of time equal to the Initial Term under the same terms and conditions of this Agreement (each, a “Renewal Term”) unless the Company notifies TAG in writing 30 days prior to the expiration of the Agreement. (The Initial Term and all Renewal Terms, if any, shall hereinafter be referred to collectively as the “Term”).
 
 (iii)
Compensation
 
 The Company shall pay a “Monthly Services Fee” of $20,000.00 to TAG.
 
 (iv)
Termination of the Agreement
 
 On May 5, 2010, the Company and TAG agreed to terminate this Business Consulting Agreement without early termination penalty after the completion of three (3) months service and payment of $60,000.
 
 Consultancy agreement
 
 On March 12, 2010, the Company entered into a consultancy agreement (the “Consultancy Agreement”) with Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (collectively “Consultants”) in connection with the Asset Transfer Agreement.
 
 (i)
Nature of services
 
 Under the terms of the Consultancy Agreement, the Company engaged the Consultants to develop source code to develop new marketing services.
 
 (ii)
Term
 
 The term of this Agreement shall be six (6) months, commencing on date of signing and continuing until August 5, 2010 (“Initial Term”). Thereafter this Agreement will renew for another period of time equal to the Initial Term under the same terms and conditions of this Agreement (each, a “Renewal Term”) unless the Company notifies TAG in writing 30 days prior to the expiration of the Agreement. (The Initial Term and all Renewal Terms, if any, shall hereinafter be referred to collectively as the “Term”).
 
 (iii)
Fees
 
 The Company shall pay the Consultants Australian $100 plus Goods and Services Tax (“GST”) of 10% per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions.
  
 NOTE 8 – INCOME TAXES
 
 Deferred tax assets
 
 At December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $146,743 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $49,893 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $49,893.
 
 Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $29,970 and $7,750 for the year ended December 31, 2010 and 2009, respectively.
 
 Components of deferred tax assets at December 31, 2010 and 2009 are as follows:
 
 December 31, 2010


December 31, 2009Net deferred tax assets – Non-current:Expected income tax benefit from NOL carry-forwards

$
49,893



19,923Less valuation allowance


(49,893
)


(19,923
)Deferred tax assets, net of valuation allowance

$
-


$
-
 
 Income taxes in the statements of operations
 
 A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
 
 For the Year Ended

December 31, 2010


For the Year Ended

December 31, 2010Federal statutory income tax rate


34.0
%


34.0
%Change in valuation allowance on net operating loss carry-forwards


(34.0
)%


(34.0
)%Effective income tax rate


0.0
%


0.0
%
 
 F-12
 
 NOTE  9 – SUBSEQUENT EVENTS
 
 The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that certain reportable subsequent events were to be disclosed as follows:
  Formation of majority-owned subsidiary, consulting services to the subsidiary and call options to acquire shares
 
 Formation of majority-owned subsidiary
 
 On February 3, 2011, the Company entered into a Shareholders, Company Formation and Capital Increase Agreement (the “Company Formation Agreement”) between Smartlaunch A/S (“SL”), Rainmaking Holding 1 ApS (“RM”), Perfect Best International Ltd (“PBI”), and Hans Pandeya and formed Adcore, Aps (“Adcore”) under the laws of the kingdom of Denmark. Pursuant to the terms of the Company Formation Agreement, the Company, jointly with other parties, formed Adcore under the laws of Denmark as a jointly owned company with a nominal share capital of Denmark Krone (“DKK”) 81,000, of which 55.56% ownership belongs to Business Marketing Services, Inc.  Initial equity ownership of Adcore upon formation is as follows:
  Shareholder
Nominal Shareholding
PercentageRM
18,000
22.22%PBI
18,000
22.22%BMSV
45,000
55.56%Total:
81,000
100.00%
 
 Issuance of 9,000 new shares of Adcore to Smartlaunch A/S for software contributed
  Immediately after formation of Adore, Smartlaunch A/S received 9,000 new shares in Adcore for contributed software recorded at its historical value on the books of Smartlaunch of $1,668. Following SL’s subscription for shares, the ownership is as follows:
  Shareholder
Nominal Shareholding
PercentageRM
18,000
20%SL
9,000
10%PBI
18,000
20%BMSV
45,000
50%Total:
90,000
100%
 
 BMSV’s acquisition of 9,000 shares of Adcore from Smartlaunch A/S, an entity under common control with the Company
 
 On February 25, 2011, BMSV bought 9,000 shares of Adcore from Smartlaunch Systems A/S for SEK 654,648 (equivalent to $101,816 based on foreign exchange rate at March 31, 2011). On the Closing Date, under the terms and conditions of the STA, the Company purchased and Smartlaunch sold all of its rights, title and interest in shares of the common stock of Adcore Aps, a Danish corporation with offices at Kristen Bernikows Gade 6, 4. 1105 Copenhagen K, Denmark; company number: 32320465. The shares acquired by the Company equal 10% of the issued and outstanding common stock of Adcore Aps.
 
 Consulting services to the subsidiary
 
 Pursuant to the terms of the Company Formation Agreement, BMSV will assist Adcore in developing its business in the U.S. and India and be responsible for innovation and product development of Adcore; whereby, Adcore shall pay 50% of its net revenues (defined as total revenue minus payment, transaction, and reseller fees, charge backs, exchange rate adjustments and value added tax (“VAT”)) to BMSV in return on a quarterly basis.
  Call options to acquire certain shares from noncontrolling interest
 
 Pursuant to the terms of the Company Formation Agreement, BMSV is also granted a call option to buy 9,000 shares from each of RM and PBI corresponding to 50% of RM’s and PBI’s ownerships at a nominal price if the following milestones are not achieved:
 
 -
Turnover 2012 minimum DKK five (5) million. The share call option based in this milestone must be executed before April 1, 2013.
 -
“SL Free” software completed by June 1, 2011. The share call option based in this milestone must be executed before June 20, 2011.
 
 The milestone of ““SL Free” software was completed by June 1, 2011” was achieved and the June 1, 2011 milestone call option to acquire certain shares from noncontrolling interest was nullified.
  Acquisition of Assets
 
 On February 25, 2011 (the “Closing Date”), the Company acquired certain assets pursuant to the terms and conditions of the Share Transfer Agreement (the “STA”) by and between the Company and Smartlaunch Systems A/S (“Smartlaunch”) Company for 654,648 Swedish Kroner, the equivalent of $120,979 in the form of a promissory note to Smartlaunch (the “Note”).  The Note has a one (1) year term with interest at 10% per annum, and is payable at maturity. The interest on the Note is payable 180 and 360 days from the issuance date of the Note.
 
 On the Closing Date, under the terms and conditions of the STA, the Company purchased and Smartlaunch sold all of its rights, title and interest in shares of the common stock of Adcore Aps, a Danish corporation with offices at Kristen Bernikows Gade 6, 4. 1105 Copenhagen K, Denmark; company number: 32320465. The shares acquired by the Company equal 10% of the issued and outstanding common stock of Adcore Aps.




F-13




ITEM 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





On August 24, 2010, Gately and Associates, LLC (“Gately”) resigned as the independent registered public accounting firm for the Company and on August 24, 2010 we engaged Li & Company, PC as our independent registered public accounting firm. The change of our independent registered public accounting firm and engagement of Li & Company, PC was approved by our Board of Directors on August 24, 2010.





Gately’s audit reports on our financial statements for the fiscal years ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion. Their opinion for the fiscal years ended December 31, 2008 and 2009 were not qualified or modified as to audit scope or accounting principles except that each such audit report for the fiscal years ended December 31, 2008 and 2009 contained a qualification regarding uncertainty regarding the Company’s ability to continue as a going concern.





Effective October 22, 2010, the Public Company Accounting Oversight Board (“PCAOB”) revoked the registration of Gately.  As Gately is no longer registered with the PCAOB, we may not rely on its audit reports in our filings with the Commission and as such we were required to reaudit the 2009 financial statements.




ITEM 9A (T).     Controls and Procedures





Evaluation of Disclosure Control and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2010. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of December 31, 2010.





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC.





ITEM 9B .    Other Information





The following information was filed on Form 8-K with the SEC through March 31, 2011:





On February 25, 2011, we reported that on February 25, 2011 we completed the acquisition of certain assets pursuant to the terms and conditions of the Share Transfer Agreement (the “STA”) by and between the Company and Smartlaunch Systems A/S (“Smartlaunch”), whereby we acquired all of its rights, title and interest in shares of the common stock of Adcore Aps, equaling 10% of the issued and outstanding common stock of Adcore Aps. The purchase price of the assets purchased by the Registrant pursuant to the STA was 654,648 Swedish Kroner. The purchase price was paid by the Registrant through the issuance of a promissory note to Smartlaunch (the “Note”).  The Note has a one (1) year term, is payable at maturity and has an interest rate of ten (10) percent. The interest on the Note is payable 180 and 360 days from the issuance date of the Note. The Note is unsecured.




19





PART III





ITEM 10.     Directors, Executive Officers and Corporate Governance





Directors and Executive Officers





Set forth below are our directors and executive officers, their ages, their positions with the Company, their business experience during the past five years or more, and additional biographical data.











Name

Age

Position

Director Since

Serves UntilDouglas Black*



Director, President, Chief Executive Officer

2007

2010*Hans Pandeya*



Director, President, Chief Executive Officer

2010

*





*Doug Black resigned as a director and officer of the Company as of January 19, 2010, and Hans Pandeya was appointed a Director, President and Chief Executive Officer of the Company.





HANS C. PANDEYA. Hans Pandeya is a publisher of free ads papers and a technology entrepreneur. Mr. Pandeya began his professional career at the Aeronautical Research Institute of Sweden and moved on to found several free ads papers in the UK, India and Australia. In 2000, Mr. Pandeya acquired OzEmail Interline Pty Ltd, a Voice Over IP network in Australia. Since then, he has been involved in several publishing and technology ventures. Mr. Pandeya holds a degree in Engineering Physics from the Royal Institute of Technology in Stockholm, Sweden.





General





Our executive officers are elected by, and serve at the pleasure of, our board of directors. Our directors serve terms of one year each, with the current directors serving until the next annual meeting of stockholders, and in each case until their respective successors are duly elected and qualified.





None of our directors, executive officers, promoters or control persons has, within the last five years: (i) had a 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; (ii) been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic violations or similar misdemeanors); (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (the "SEC") or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. There are no family relationships among any of our directors and executive officers.





20





Election of Directors and Officers





Holders of our common stock are entitled to one (1) vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Our Board of Directors is elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director holds office until the next annual meeting of the stockholders and until the director’s successor is elected and qualified. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by the Board of Directors or by the stockholders at the next annual stockholders’ meeting or at a special meeting of the stockholders called for that purpose.





Section 16(a) Beneficial Ownership Reporting Compliance





Each of our executive officers and directors failed to file Form 5 – Annual Statement of Beneficial Ownership of Securities by the due date of February 15, 2010. The forms will be filed as soon as practicable.





Code of Ethics





The Company does not currently have a Code of Ethics.





Committees of the Board of Directors





The Board of Directors currently does not have any committees.





ITEM 11.      Executive Compensation





Compensation of Executive Officers





There was no compensation paid to any executive employees during 2010.





Employment Agreements





The Company does not have any employment agreements with any employees.





Director Compensation





In 2010, no director received any cash compensation or any other renumeration for their board services.





ITEM 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





Security Ownership of Management and Certain Beneficial Owners





The following table sets forth as of December 31, 2010, certain information regarding the beneficial ownership of our outstanding common stock by (i) each person known to us to beneficially own more than 5% of our common stock, (ii) each Named Executive Officer, (iii) each of our Directors and (iv) all of such Directors and officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of the common shares owned by them.





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.  Percentage of beneficial ownership is based on 19,500,000 shares of common stock outstanding as of December 31, 2010.




21




Beneficial OwnershipName and Address (1)

Shares

%Directors and Named OfficersHans Pandeya

15,000,000

77%All current executive officers and directors as a group (1 person)

15,000,000

77%





(1) The address of all Officers and Directors is care of the Company at the address shown on the cover of this filing.





On January 19, 2010, Hans Pandeya purchased all of Doug Black’s 15,000,000 shares of common stock.  Doug Black resigned as a director and officer of the Company as of January 19, 2010, and Hans Pandeya was appointed a Director, President and Chief Executive Officer of the Company on January 19, 2010.





ITEM 13.     Certain Relationships and Related Transactions and Director Independence





Director Independence





As of the date of this Report, the Company’s common stock is traded on the OTC Bulletin Board and does not have securities listed on a larger national securities exchange or in an inter-dealer quotation system. As such, there is no requirement that a majority of the members of our Board of Directors be independent. Under these standards, a director is not “independent” if he has financial transactions with the Company or any other relationships that, in the opinion of the Board, would interfere with his exercise of independent judgment as a Director.





ITEM 14.      Principal Accounting Fees and Services





The firm of Li & Company, PC an independent registered public accounting firm, has served as our auditors for the fiscal years ending December 31, 2010 and 2009.





Audit and Non-Audit Fees





The following table presents fees for professional audit services rendered by Li & Company, PC for the audit of our annual financial statements and fees billed for other services for the years ended December 31, 2010 and 2009.





Services

2010


2009Fees for annual audit and quarterly reviews (*)

$
13,000


$
2,550Review of SEC filings

$
-


$
-Tax and other matters

$
-


$
-Total

$
13,000


$
2,550





The Company were billed by Li & Company, PC for the audit and review of the Company’s 2010 financial statements inclusive of re-audit of the Company’s 2009 financial statements;





The Company were billed by Gately & Associates, LLC for the audit and review of the Company’s 2009 financial statements.




22





Audit Committee Pre-Approval Policies and Procedures





The Company does not have an Audit Committee, however the board of directors acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.





PART IV





ITEM 15.
Exhibits and Financial Statement Schedules31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32.1

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)





23




SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








Business Marketing Services, Inc.Date:  January 09, 2012

/s/ Hans PandeyaHans PandeyaChief Executive Officer and PresidentDate:  January 09, 2012

/s/ Hans PandeyaHans PandeyaChief Financial Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities on the date(s) indicated.





SIGNATURE

TITLE
DATE/s/ Hans Pandeya

Director
January 09, 2012Hans Pandeya