UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM10-K
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 
 Commission
File No. 333-152017
 
 Business
Marketing Services, Inc.
 (Exact
name of registrant as specified in its charter)
 
 DELAWARE
              
              80-0154787(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)1
      Broadway, 10th
      FloorCambridge,
      MA
              
              02142(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 (617)
806-6869
 (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 or any
amendment to this Form 10-K.  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  x    No  o
 
 As of
March 15, 2010, the number of outstanding shares of common stock, $0.0001
par value per share, of the registrant was 19,200,000
shares.
  No
documents are incorporated by reference.
 
 
 
 
 Table
of Contents
 
 1st Page
              Filing Submission
              1Part IItem
      1
              Business
              3Item
      1a
              Risk Factors
              4Item
      1b
              Unresolved Staff Comments
              6Item
      2
              Properties
              6Item
      3
              Legal Proceedings
              6Item
      4.
              Submission Of Matters To A Vote Of Security
      Holders
              6Part IIItem
      5
              Market For Registrant’s Common Equity
              6Item
      6.
              Selected Financial Data
              6Item
      7.
              Management’s Discussion And Analysis Of Financial Condition And
      Results Of Operations
              7Item
      8.
              Financial Statements And Supplementary Data
              10Item
      9.
              Changes In And Disagreements With Accountants On Accounting And
      Financial Disclosure
              10Item
      9A(T).
              Controls And Procedures
              10Item
      9B.
              Other Information
              11Part IIIItem
      10.
              Directors, Executive Officers And Corporate
      Governance
              11Item
      11.
              Executive Compensation
              12Item
      12.
              Security Ownership Of Certain Beneficial Owners And Management
      And Related Stockholder Matters
              12Item
      13.
              Certain Relationships And Related Transactions And Director
      Independence
              12Item
      14.
              Principal Accounting Fees And Services
              13Part IVItem
      15.
              Exhibits And Financial Statement Schedules
              1331.1
              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)
   
  
 PART
I
 
 Forward
Looking Statements
 
 Certain
statements in this Annual Report on Form 10-K (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. (“BMSI” 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 BMSI 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.
  Recent
Developments and Potential Change in Business
 
 The
Company is currently reviewing its initial business plan to determine whether it
is still viable and to assess what changes, if any, are needed to create a
business model that will lead to profitability and increased value for its
shareholders.
  Employees
 
 As of
December 31, 2009, the Company’s sole employee was Douglas Black, its President
and Chief Executive Officer.  On January, 19, 2009, Douglas Black
resigned as President and Chief Executive Officer and Mr. Hans Pandeya was
appointed as President and Chief Executive Officer of the Company.
   -3-
 
 ITEM 1A     R
 isk
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
 
 The
Company’s success is largely dependent on the skills, experience and efforts of
Hans Pandeya, its Chief Executive Officer. The loss of Mr. Pandeya could have a
material adverse effect upon its 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.
 
 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
 
 Insiders
have substantial control over the Company, and they could delay or prevent a
change in its corporate control even if its 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.
 
 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.  In addition, the Company may issue additional shares in
connection with the repayment of a promissory note issued in the purchase of the
software source code of gTrade.  The company has the option to repay
the principal balance of $300,000 in cash or in stock.  If the note is
repaid with the Company’s stock, the issuance of such stock could dilute
existing stockholders’ rights.
 
 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.
  -4-
   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.
 
 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.
 
 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.
 
 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.
   -5-
 
 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.
 
 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.
 
 Future
sales of the Company’s common stock may depress its stock price.
 
 Sales of
a substantial number of shares of the Company’s common stock by significant
stockholders into the public market could cause a decrease in the market price
of the Company’s common stock.
  ITEM1B     Unresolved

Staff Comments
 
 None.
 
 ITEM2        Properties
 
 As of
December 31, 2009, our business office was located at 701 Fifth Ave 42nd Fl.
Seattle, WA 98104, which was a shared office space for a fee of $2,580 for one
year.  On January 22, 2010, the Company moved its location to a shared
office space located at 1 Broadway, 10th Floor, Cambridge,
Massachusetts 02142.
 
 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, 2009 and 2008.
 
 ITEM4.       Submission of Matters
to a Vote of Security Holders
 
 None.
 
 ITEM5        Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of
Equity Securities
 
 Our
common stock is listed on the Over-the-Counter (“OTC”) Bulletin Board under the
symbol “BMSV.OB”.  There is no public market in the Company’s
securities.  There has been a limited public trading market for our
securities.  At December 31, 2009, there were 19,200,000 shares of our
common stock issued and outstanding that were held by approximately 44
stockholders of record.
 
 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
 
 During
the twelve months ended December 31, 2009, we did not sell any of our
securities.
 
 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.
 
 ITEM6.       SELECTED FINANCIAL
DATA
 
 Not
applicable to smaller reporting companies.
   -6-
 
 ITEM7.

       Management’s Discussion and Analysis
of Financial Condition and Results of Operations
 
 Introduction
 
 You
should read the following discussion in conjunction with our audited
consolidated financial statements, which are included elsewhere in this Form
10-K, 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. (“BMSI”) 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 will be unique and be copyrighted for use on BMSI 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
planners.
 
 The
Company is currently reviewing its initial business plan to determine whether it
is still viable and to assess what changes, if any, are needed to create a
business model that will lead to profitability and increased value for its
shareholders.
  Critical
Accounting Policies
 
 Our
discussion and analysis of our financial condition and results of operation is
based upon our condensed consolidated audited financial statements, which have
been prepared in accordance with Generally Accepted Accounting Principles
(“GAAP”). The preparation of these condensed consolidated 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.
 
 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.
   -7-
  Loss
Per Share
  Basic
loss per share is presented on the face of the condensed consolidated 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
 
 On
January 19, 2010, Hans Pandeya 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 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 must be paid, at the Company’s 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.  The Company intends to use
the acquired source code to develop new marketing services for
businesses.
   -8-
 
 Results
of Operations
 
 The
following table sets forth, for the periods indicated, the Condensed
Consolidated 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 OPERATIONSFor
      the twelve months ended December 31, 2009 and 2008,and
      from inception (December 7, 2007) through December 31,
200912
      MONTHS
              
              
              12
      MONTHS
              
              
              FROMENDING
              
              
              ENDING
              
              
              INCEPTION12/31/2009
              
              
              12/31/2008
              
              
              TO
      12/31/09REVENUE
              
              $
              -
              
              
              $
              -
              
              
              $
              -COST OF SERVICES
              
              
              -
              
              
              
              -
              
              
              
              -GROSS PROFIT OR (LOSS)
              
              
              -
              
              
              
              -
              
              
              
              -GENERAL AND ADMINISTRATIVE
      EXPENSES
              
              
              22,502
              
              
              
              32,552
              
              
              
              58,304INTEREST EXPENSE
              
              
              294
              
              
              
              -
              
              
              
              294NET INCOME (LOSS)
              
              
              (22,796
              )
              
              
              (32,552
              )
              
              
              (58,598
              )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
              
              
              (35,802
              )
              
              
              (3,250
              )
              
              
              -ACCUMULATED DEFICIT, ENDING
      BALANCE
              
              $
              (58,598
              )
              
              $
              (35,802
              )
              
              $
              (58,598
              )Earnings (loss) per share
              
              $
              (0.001
              )
              
              $
              (0.002
              )
              
              $
              (0.003
              )Weighted average number of common
      shares
              
              
              19,200,000
              
              
              
              17,953,964
              
              
              
              18,555,556
  Revenue
  The
Company did not have any revenue in the year ended December 31,
2009.  The Company was not able to implement its business
plan.  This represents no change from the year ended December 31,
2008.  To date, the Company has not been able to implement its
business plan and has not generated any revenue.
  Operating
Expenses
  The
Company had General and Administrative expenses of $22,502 for the year ended
December 31, 2009, as opposed to $32,552 for the year ended December 31, 2008,
which represents a decrease of approximately 31%.  This was mainly due
to the Company’s decision to re-examine its business plan to determine whether
it was viable and to examine other potential business
opportunities.
   -9-
  Other
Expenses
 
 The
Companyhad
interest expense of $294 for the year ended December 31, 2009, compared to $0
for the year ended December 31, 2008.  The Interest expense is
attributable to interest on demand notes totaling $12,500 issued to a related
party in 2009.  As of December 31, 2009, the principal balance of the
demand  notes was $10,000.  $2,500 of the notes was
converted to capital contribution and the $294 in interest was accrued and
recorded as in-kind contribution.
 
 Liquidity
 
 As of
December 31, 2009 we had $946 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
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 Consolidated Statement of Cash
Flows:
 
 Twelve Months Ended December
      31,Net cash provided (used) by operating
      activities
              2009
              2008Operating
      Activities
              (22,002)
              (32,552)Investing
      Activities
              -
              -Financing
      Activities
              12,500
              43,000
 
 
 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.”
 
 ITEM 8.       Financial Statements
and Supplementary Data
 
 See
Condensed Consolidated Financial Statements and Schedules in Item 15
below.
 
 ITEM 9.       Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
 
 None.
 
 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, 2009. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
   -10-
 
 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.
  ITEM9B
 .    Other
Information
 
 The
following information was filed on Form 8-K with the SEC through March 31,
2010:
 
 ·
              On
      January 19, 2010, Hans Pandeya 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
      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 must be paid, at
      the Company’s 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. The Company intends to use the acquired source code to develop
      new marketing services for
businesses.
  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.
 
 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.
   -11-
  ITEM 11.
      Executive
Compensation
 
 Compensation
of Executive Officers
 
 There was
no compensation paid to any executive employees during 2009.
 
 Employment
Agreements
 
 The
Company does not have any employment agreements with any employees.
 
 Director
Compensation
 
 In 2009,
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, 2009, 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 OwnershipName and Address (1)
                
                Shares
                
                %Directors
      and Named OfficersDouglas
      Black*
                
                15,000,000
                
                78.13%Hans
      Pandeya*
                
                15,000,000
                
                78.13%All
      current executive officers and directors as a group (1
    person)Beneficial
      Owners of More than 5%Douglas
      Black*
                
                15,000,000
                
                78.13%Hans
      Pandeya*
                
                15,000,000
                
                78.13%
 (1) The
address of all 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.
  ITEM13.
     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.
 
  -12-
  
 ITEM 14.
      Principal
Accounting Fees and Services
 
 The firm
of Gately & Associates, LLC an independent registered public accounting
firm, has served as our auditors for the fiscal years ending December 31,
2009 and 2008.
 
 Audit
and Non-Audit Fees
 
 The
following table presents fees for professional audit services rendered by Gately
& Associates, LLC for the audit of our annual financial statements and fees
billed for other services for the years ended December 31, 2009 and
2008.
  Services
                
                2009
                
                
                2008Fees
      for annual audit and quarterly reviews
                
                $
                2,550
                
                
                $
                2,550Review
      of SEC filings
                
                $
                0
                
                
                $
                0Tax
      and other matters
                
                $
                0
                
                
                $
                0Total
                
                $
                2,550
                
                
                $
                2,550
 
 Audit
Committee Pre-Approval Policies and Procedures
 
 The
Company does not have an Audit Committee.
 
 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)
   -13-
 
 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: 
      March 31, 2010
              
              /s/
      Hans PandeyaHans
      PandeyaChief
      Executive Officer and PresidentDate: 
      March 31, 2010
              
              /s/
      Hans PandeyaHans
      PandeyaChief
      Financial Officer
     -14-






Business
Marketing Services, Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 
 
 AS
OF DECEMBER 31, 2009
 
 
    
 
 
 
  
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 Table
of Contents
 
 
 
 FINANCIAL
      STATEMENTS
                Page
      #Report
      of Independent Registered Public Accounting Firm
                F-1Balance
      Sheet
                F-2Statement
      of Operations and Retained Deficit
                F-3Statement
      of Stockholders Equity
                F-4Cash
      Flow Statement
                F-5Notes
      to the Financial Statements
                F-6-F-9
 
 
 
 Gately &
Associates, LLC
 
 3551 W
Lake Mary Blvd
 Lake
Mary, FL 32746
 
  Report of Independent Registered
Public Accounting Firm
  To the
Board of Director and shareholders
  We have
audited the accompanying balance sheet of Business Marketing Services, Inc., as
of December 31, 2009 and 2008 and the related statement of operations,
stockholders’ equity, and cash flows for the twelve months ended December 31,
2009 and 2008 and from inception (September 19, 2003) through the year then
ended December 31, 2009. These financial statements are the responsibility of
company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
  We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Business Marketing Services, Inc.,
Inc. at December 31, 2009 and 2008 and the results of its operations and its
cash flows for the twelve months ended December 31, 2009 and 2008 and from
inception (September 19, 2003) through December 31, 2009 in conformity with U.S.
Generally Accepted Accounting Principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
   Gately
& Associates, L.L.C.
  Lake
Mary, FL
  January
28,2010
 
 F-1
 
 BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)BALANCE
      SHEETSAs
      of December 31, 2009 AND 2008ASSETSCURRENT ASSETS
                
                12/31/2009
                
                
                12/31/2008Cash
                
                $
                946
                
                
                $
                10,448Total Current
      Assets
                
                
                946
                
                
                
                10,448TOTAL
      ASSETS
                
                $
                946
                
                
                $
                10,448LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                
                $
                2,250
                
                
                $
                1,750Notes
      Payable
                
                
                10,000
                
                
                
                -Total Current
      Liabilities
                
                
                12,250
                
                
                
                1,750TOTAL
      LIABILITIES
                
                
                12,250
                
                
                
                1,750STOCKHOLDERS' EQUITYPreferred Stock
      - Par value $0.0001;Authorized:
      50,000,000None
      issues and outstanding
                
                
                -
                
                
                
                -Common
      Stock - Par value $0.0001;Authorized:
      200,000,000Issued
      and Outstanding: 19,200,000 and 15,000,000
                
                
                1,920
                
                
                
                1,920Additional
      Paid-In Capital
                
                
                45,374
                
                
                
                42,580Accumulated
      Deficit
                
                
                (58,598
                )
                
                
                (35,802
                )Total
      Stockholders' Equity (Deficit)
                
                
                (11,304
                )
                
                
                8,698TOTAL
      LIABILITIES AND EQUITY
                
                $
                946
                
                
                $
                10,448
 The
accompanying notes are an integral part of these financial
statements.
 F-2
 
 
 BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENTS
      OF OPERATIONSFor
      the twelve months ended December 31, 2009 and 2008,and
      from inception (December 7, 2007) through December 31,
200912
      MONTHS
                
                
                12
      MONTHS
                
                
                FROMENDING
                
                
                ENDING
                
                
                INCEPTION12/31/2009
                
                
                12/31/2008
                
                
                TO
      12/31/09REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST OF SERVICES
                
                
                -
                
                
                
                -
                
                
                
                -GROSS PROFIT OR (LOSS)
                
                
                -
                
                
                
                -
                
                
                
                -GENERAL AND ADMINISTRATIVE
      EXPENSES
                
                
                22,502
                
                
                
                32,552
                
                
                
                58,304INTEREST EXPENSE
                
                
                294
                
                
                
                -
                
                
                
                294NET INCOME (LOSS)
                
                
                (22,796
                )
                
                
                (32,552
                )
                
                
                (58,598
                )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                
                
                (35,802
                )
                
                
                (3,250
                )
                
                
                -ACCUMULATED DEFICIT, ENDING
      BALANCE
                
                $
                (58,598
                )
                
                $
                (35,802
                )
                
                $
                (58,598
                )Earnings (loss) per share
                
                $
                (0.001
                )
                
                $
                (0.002
                )
                
                $
                (0.003
                )Weighted average number of common
      shares
                
                
                19,200,000
                
                
                
                17,953,964
                
                
                
                18,555,556
 The
accompanying notes are an integral part of these financial
statements.
 F-3
  BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 7, 2007) through December 31, 2009COMMON
                
                
                PAID-IN
                
                
                ACCUM.
                
                
                TOTALSHARES
                
                
                STOCK
                
                
                CAPITAL
                
                
                DEFICIT
                
                
                EQUITYStock
      issued on acceptance
                
                
                15,000,000
                
                
                $
                1,500
                
                
                $
                -
                
                
                $
                -
                
                
                $
                1,500of
      incorporation expensesDecember
      7, 2007Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,250
                )
                
                
                (3,250
                )Total,
      December 31, 2007
                
                
                15,000,000
                
                
                
                1,500
                
                
                
                -
                
                
                
                (3,250
                )
                
                
                (1,750
                )Capital
      Contribution
                
                
                
                
                
                
                
                
                
                
                1,000
                
                
                
                -
                
                
                
                1,000Stock
      subscribed in March2008
      at $0.01 per shareon
      private placement
                
                
                4,200,000
                
                
                
                420
                
                
                
                41,580
                
                
                
                -
                
                
                
                42,000Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (32,552
                )
                
                
                (32,552
                )Total,
      December 31, 2008
                
                
                19,200,000
                
                
                $
                1,920
                
                
                $
                42,580
                
                
                $
                (35,802
                )
                
                $
                8,698In-Kind
      Contribution
                
                
                
                
                
                
                
                
                
                
                294
                
                
                
                -
                
                
                
                294Capital
      Contribution
                
                
                
                
                
                
                
                
                
                
                2,500
                
                
                
                -
                
                
                
                2500Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (22,796
                )
                
                
                (22,796
                )Total,
      December 31, 2009
                
                
                19,200,000
                
                
                $
                1,920
                
                
                $
                45,374
                
                
                $
                (58,598
                )
                
                $
                (11,304
                )
 
 The
accompanying notes are an integral part of these financial
statements.
 F-4
 
 BUSINESS
      MARKETING SERVICES, INC.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ended December 31, 2009 and 2008,and
      from inception (December 7, 2007) through December 31,
200912
      MONTHS
                
                
                12
      MONTHS
                
                
                FROMENDING
                
                
                ENDING
                
                
                INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                
                12/31/2009
                
                
                12/31/2008
                
                
                TO
      12/31/09Net
      income (loss)
                
                $
                (22,796
                )
                
                $
                (32,552
                )
                
                $
                (58,598
                )Interest as
      in-kind contribution
                
                
                294
                
                
                
                -
                
                
                
                294Stock
      issued as compensation
                
                
                -
                
                
                
                -
                
                
                
                1,500Increase
      (Decrease) in Accrued Expenses
                
                
                500
                
                
                
                -
                
                
                
                2,250Total
      adjustments to net income
                
                
                794
                
                
                
                -
                
                
                
                4,044Net
      cash provided by (used in) operating activities
                
                
                (22,002
                )
                
                
                (32,552
                )
                
                
                (54,554
                )CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                
                
                -
                
                
                
                -
                
                
                
                -Net
      cash flows provided by (used in) investing activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH FLOWS FROM FINANCING
      ACTIVITIESContribution of
      Capital
                
                
                2,500
                
                
                
                1,000
                
                
                
                3,500Proceeds from
      stock issuance
                
                
                -
                
                
                
                42,000
                
                
                
                42,000Proceeds from
      loans
                
                
                10,000
                
                
                
                -
                
                
                
                10,000Net
      cash flows provided by (used in) financing activities
                
                
                12,500
                
                
                
                43,000
                
                
                
                55,500CASH RECONCILIATIONNet
      increase (decrease) in cash
                
                
                (9,502
                )
                
                
                10,448
                
                
                
                946Cash -
      beginning balance
                
                
                10,448
                
                
                
                -
                
                
                
                -CASH BALANCE - END OF
PERIOD
                
                $
                946
                
                
                $
                10,448
                
                
                $
                946
 The
accompanying notes are an integral part of these financial
statements.
 F-5
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 
 1.   Summary of significant
accounting policies:
 
 Industry:
 
 Business
Marketing Services, Inc. (the Company), was incorporated in the state of
Delaware as of December 7, 2007. Business Marketing Services’ plan of
business was to publish and distribute 13 month calendars that was 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.  Now, the Company takes steps to locate and negotiate with a
business entity for combination; however, there can be no assurance these
activities will be successful.
 
 The
Company has adopted its fiscal year end to be December 31.
 
 Results of Operations and
Ongoing Entity:
 
 The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in the Company's
cash-flow on a day to day basis during the time period that the Company is in
the development stage.
 
 Liquidity and Capital
Resources:
 
 In
addition to the stockholder funding capital short-falls, the Company anticipates
interested investors that intend to fund the Company's growth.
 
 Cash and Cash
Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
 
 Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years which those temporary differences are expected to be
recovered or settled. Deferred tax assets are reduced by a valuation allowance
when in the opinion of management; it is more likely than not that some portion
or all of the deferred tax assets will not be realized. At this time, the
Company has set up an allowance for deferred taxes as there is no company
history to indicate the usage of deferred tax assets and
liabilities.
 
 Fair Value of Financial
Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
the Company for issuance of debt with similar terms and remaining
maturities.  The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
 
 
 F-6
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 
 Concentrations of Credit
Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
 
 2.   Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time, The Company has not identified the business that it wishes to engage
in.
 
 The
Company takes steps to locate and negotiate with a business entity for
combination; however, there can be no assurance these activities will be
successful.
  Primary
shareholders currently fund the Company and pay certain expenses on behalf of
the Company which are recorded as in kind contributions to equity.  A
related party has also loaned the Company money in the form of notes
payable.
  3.   Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
 
 4.   Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 5.   Notes
Payable:
  From
January 22, 2009 through September 30, 2009, the Company borrowed $12,500 from
related party individual.  All notes are demand notes carrying a 3%
interest rate.  As of December 31, 2009, the principal balance due on
the demand notes was $10,000. $2,500 out of notes payable was converted to
capital contribution and $294 in interest was accrued and recorded as in-kind
contribution.
  6.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement
reporting.
 
 7.   Accrued
Expenses:
 Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
 
 
 F-7
 
  Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 8.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 9.   Stockholder's
Equity:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.0001, of which
none are issued or outstanding.
 
 Common
Stock includes 200,000,000 shares authorized at a par value of $0.0001, of which
15,000,000 have been issued for the amount of $1,500 on December 07, 2007 in
acceptance of the incorporation expenses for the Company.
 
 During
March 2008, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $42,000 in the issuance of 4,200,000 shares of
common stock at $0.01 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
 
 10.   Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 15,000,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
 
 11.  Earnings Per
Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
 
 12.  Income
Taxes:
 
 The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.  These net operating losses expire as the following: $3,250 at
2027, $32,552 at 2028, and $22,796 at 2029.
 
 The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used.  The tax based net operating losses create
tax benefits in the amount of $11,720 from inception through December 31,
2009.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2009 are as
follows:
 
 Deferred
      tax assets:Federal
      net operating loss
              
              $
              8,790State
      net operating
      loss
              
              
              2,930Total
      Deferred Tax Asset
              
              
              11,720Less
      valuation
      allowance
              
              
              (11,720
              )0
 
 
 F-8
 
 Business
Marketing Services, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
 
 Federal
      income tax rate
              
              
              15.0
              %State
      tax, net of federal benefit
              
              
              5.0
              %Increase
      in valuation allowance
              
              
              (20.0
              %)Effective
      income tax rate
              
              
              0.0
              %
  13.   Required Cash Flow
Disclosure for non-cash items, Interest and Taxes Paid:
  The
Company has made no cash payments for interest or income taxes. A related party
pays expenses on behalf of the Company which are recorded as non-cash in-kind
contributions to equity.
  14. Controls 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, 2009. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
 
 15. Subsequent
Events:
 
 None
known at this time.
 
 
 
 
 F-9