UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


Amendment No. 1





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


EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012





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, 8 th 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. Yeso Nox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox





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. Yesx Noo





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). Yesx Noo





As of December 31, 2012 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
 
 On October 30, 2013 we received a comment letter from the U.S. Securities and Exchange Commission relating to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 which we filed with the Securities and Exchange Commission on April 15, 2013 (the “Original Report”).  The primary purpose of this amendment to the Original Report (the “Amendment”) is to respond to the comment letter.
 
 In this Amendment we have revised the following:
  ●
Item 9A. Disclosure Controls and Procedures.  We have included additional information relating to our disclosure controls and procedures.
 
 ●
Signatures.  We have included the signature of our Principal Executive Officer, who is also our Chief Financial Officer.
 
 This Amendment includes information contained in the Original Report, and we have made no attempt in the Amendment to modify or update the disclosures presented in the Original Report, except as identified above.  The disclosures in this Amendment continue to speak as of the date of the Original Report, and do not reflect events occurring after the filing of the Original Report.  Accordingly, this Amendment should be read in conjunction with our other filings made with the U.S. Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings.  The filing of this Amendment shall not be deemed to be an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.







Table of Contents





Part IItem 1
Business
3Item 1a
Risk Factors
3Item 1b
Unresolved Staff Comments
7Item 2
Properties
7Item 3
Legal Proceedings
7Item 4.
Submission Of Matters To A Vote Of Security Holders
7Part IIItem 5
Market For Registrant’s Common Equity
8Item 6.
Selected Financial Data
8Item 7.
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
8Item 8.
Financial Statements And Supplementary Data
F-1Item 9.
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
11Item 9A(T).
Controls And Procedures
11Item 9B.
Other Information
12Part IIIItem 10.
Directors, Executive Officers And Corporate Governance
12Item 11.
Executive Compensation
13Item 12.
Security Ownership Of Certain Beneficial Owners And Management And Related StockholderMatters
14Item 13.
Certain Relationships And Related Transactions And Director Independence
14Item 14.
Principal Accounting Fees And Services
14Part IVItem 15.
Exhibits And Financial Statement Schedules
1431.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
1431.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
1432.1
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
14










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




Business Marketing Services, Inc.’s (“BMSV” or the “Company”) is a development stage company. We focus on early-stage business activities.  We own 60% of the shares in Adcore ApS, a software publisher we founded on February 3, 2011 with our partners Rainmaking Holding 1 ApS (“RM”) and Perfect Best International Ltd (“PBI”).
 
 We believe that we can create value for businesses in the entertainment industry and value for end users by making enforcement of copyright more efficient and by lowering costs of delivery of digital content to a minimum with new technology.
 
 We are planning to obtain license agreements for digital content. We are planning partnerships to access state-of-the-art technology for storage and delivery of digital content to consumers. We are planning to make strategic acquisitions to realize our plans.
 
 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.
 
 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 January 7, 2013, Mrs Majken Hummel-Gumaelius was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. Mrs. Hummel-Gumaelius has not been appointed to any committees of the Board, as the Board does not presently have any committees.




Employees





As of December 31, 2012, 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.





3




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. 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.


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 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.




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.




4




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.





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.




5




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.





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 effect 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.





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.




6




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.





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, 8 th 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, 2012 and 2011.





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





None.


7





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).




Period

High Bid


Low Bid1st Quarter 2011

$
1.00


$
1.002nd Quarter 2011


0.70



0.103rd Quarter 2011


0.65



0.164th Quarter 2011


0.16



0.161st Quarter 2012

2 nd Quarter 2012

3 rd Quarter 2012

4 th Quarter 2012

1st Quarter 2013

$
0.16


$
0.05





On April 10, 2012, the National Quotation Bureau, Inc. reported that the closing ask price on our common stock was $0.16 per share.





Record Holders





As of December 31, 2011, 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, 2011, 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





None.




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.





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, 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.




8





Company Overview





Business Marketing Services, Inc.’s (“BMSV” or the “Company”) is a development stage company. We focus on early-stage business activities.  We own 60% of the shares in Adcore ApS, a software publisher we founded on February 3, 2011 with our partners Rainmaking Holding 1 ApS (“RM”) and Perfect Best International Ltd (“PBI”).





We believe that we can create value for businesses in the entertainment industry and value for end users by making enforcement of copyright more efficient and by lowering costs of delivery of digital content to a minimum with new technology.





We are planning to obtain license agreements for digital content. We are planning partnerships to access state-of-the-art technology for storage and delivery of digital content to consumers. We are planning to make strategic acquisitions to realize our plans.





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.




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 January 7, 2013, Mrs Majken Hummel-Gumaelius was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. Mrs. Hummel-Gumaelius has not been appointed to any committees of the Board, as the Board does not presently have any committees.





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.




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.




9




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.





Revenue





The Company generated revenue of $317,508 for the year ended December 31, 2012, compared to $143,294 for the year ended December 31, 2011.





Operating Expenses





The Company operating expenses for 2012 was $257,575 as compared to $235,431 in 2011. Our operating increase in revenues was due to spending more to build our business and generate revenues.





Other Expenses





The Companyhad other (income) expenses of $9,893 for the year ended December 31, 2012, compared to $1,728 for the year ended December 31, 2011.





Liquidity





As of December 31, 2012 we had $110,876 in cash.




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





Twelve Months Ended December 31,Net cash provided (used) by operating activities

2012


2011Operating Activities


97,604



38,125Investing Activities


-



-Financing Activities


(34,136)



10,419




We believe that with our current cashflow for our operation and cash on hand we have sufficient capital to operate for the next 12 months.





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.”





10





ITEM 8.     Financial Statements and Supplementary Data





Business Marketing Services, Inc.





December 31, 2012 and 2011





Index to Consolidated Financial Statements





Contents
Page(s)Report of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets at December 31, 2012 and 2011
F-3Consolidated Statements of Operations for the Year Ended December 31, 2012 and 2011
F-4Consolidated Statement of Equity (Deficit) for the Year Ended December 31, 2012 and 2011
F-5Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 and 2011
F-6Notes to the Consolidated Financial Statements
F-7





F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of
 Business Marketing Services, Inc.
 New York, New York
 We have audited the accompanying consolidated balance sheets of Business Marketing Services, Inc. (the “Company”) as of December 31, 2012 and 2011 and the related consolidated statements of operations, equity (deficit) and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated 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 consolidated 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
  /s/Li and Company, PC
 Li and Company, PC
 
 Skillman, New Jersey
 April 15, 2013




F-2




Business Marketing Services, Inc.Consolidated Balance SheetsDecember 31, 2012


December 31, 2011ASSETSCURRENT ASSETSCash

$
110,876


$
45,921Accounts receivable


-



3,864Prepayments and other current assets


431



268Total Current Assets


111,307



50,053WEB-BASED SOFTWARE PLATFORMWeb-based software platform


4,668



4,668Accumulated amortization


(3,695
)


(2,176
)Web-based Software Platform, net


973



2,492TOTAL ASSETS

$
112,280


$
52,545LIABILITIES AND DEFICITCURRENT LIABILITIESAccounts payable

$
77,790


$
28,781Accrued expenses


-



8,495Accrued interest - related party


-



8,739Advances from stockholder


-



3,748Corporate income tax payable


-



2,467Notes payable - stockholder


49,565



81,911Note payable - related party


-



94,924Total Current Liabilities


127,355



229,065TOTAL LIABILITIES


127,355



229,065DEFICITBusiness Marketing Services Inc. Stockholders' 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 shares issued and outstanding


1,950



1,950Additional paid-In capital


170,523



60,605Accumulated deficit


(200,681
)


(246,036
)Accumulated other comprehensive income (loss)Foreign currency translation loss


(710
)


(2,312
)Total Business Marketing Services Stockholders' Deficit


(28,918
)


(185,793
)Non-controlling Interest in Subsidiary


13,843



9,273Total Deficit


(15,075
)


(176,520
)TOTAL LIABILITIES AND DEFICIT

$
112,280


$
52,545See accompanying notes to the consolidated financial statements




F-3




Business Marketing Services, Inc.Consolidated Statements of Operations and Comprehensive Income (Loss)For the Year


For the YearEnded


EndedDecember 31, 2012


December 31, 2011Revenue

$
317,508


$
143,294Operating Expenses:Compensation - officer


-



100,148Professional fees


230,941



99,188Selling expenses


11,322



12,837General and administrative expenses


15,312



23,258Total Operating Expenses


257,575



235,431Income (Loss) from Operations


59,933



(92,137
)Other (Income) ExpensesForeign currency transaction (gain) loss


5,595



(6,892
)Other income


-



(118
)Interest expense - related party


4,298



8,738Other (Income) Expenses, net


9,893



1,728Income (Loss) before income taxes and non-controlling interest


50,040



(93,865
)Income tax provision


-



2,467Net income (loss) before non-controlling interest


50,040



(96,332
)Net income (loss) attributable to non-controlling interest


4,685



2,961Net income (loss) attributable to BMSV's stockholders

$
45,355


$
(99,293
)Net Income (Loss) Per Common Share - basic and diluted

$
0.00


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


19,500,000



19,500,000Comprehensive Income (Loss):Net Income (Loss)

$
45,355


$
(99,293
)Foreign currency translation income (loss)


1,602



(2,671
)Foreign currency translation (income) loss attributable to non-controlling interest


(115
)


359Comprehensive Income (Loss) Attributable to BMSV

$
46,842


$
(101,605
)See accompanying notes to the consolidated financial statements




F-4




Business Marketing Services, Inc.Consolidated Statement of Equity (Deficit)For the Year ended December 31, 2012 and 2011Accumulated OtherComprehensive lossCommon Stock Par Value $0.0001


Additional





Foreign Currency


Total BMSV

Stockholders'


Non-


TotalNumber of Shares


Amount


Paid-in

Capital


Accumulated

Deficit


Translation loss


Equity (Deficit)


controlling

Interest


Equity

(Deficit)Balance, December 31, 2010


19,500,000



1,950



60,605



(146,743
)


-



(84,188
)


-



(84,188
)Noncontrolling interest - capital contribution

























6,671



6,671Comprehensive incomeNet loss














(99,293
)






(99,293
)


2,961



(96,332
)Foreign currency translational loss

















(2,312
)


(2,312
)


(359
)


(2,671
)Total comprehensive loss






















(101,605
)


2,602



(99,003
)Balance, December 31, 2011


19,500,000



1,950



60,605



(246,036
)


(2,312
)


(185,793
)


9,273



(176,520
)Discharged debt from related party










109,918











109,918







109,918Comprehensive incomeNet Income














45,355







45,355



4,685



50,040Foreign currency translational loss

















1,602



1,602



(115
)


1,487Total comprehensive income






















46,957



4,570



51,527Balance, December 31, 2012


19,500,000


$
1,950


$
170,523


$
(200,681
)

$
(710
)

$
(28,918
)

$
13,843


$
(15,075
)See accompanying notes to the consolidated financial statements




F-5




BUSINESS MARKETING SERVICES, INC.Consolidated Statements of Cash FlowsFor the Year


For the YearEnded


EndedDecember 31, 2012


December 31, 2011CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss) before non-controlling interest

$
50,040


$
(96,332
)Adjustments to reconcile net income (loss) before non-controlling interestto net cash provided by operating activities:Amortization expense


1,519



1,426Notes issued to a related party as compensation


-



100,148Foreign currency transaction gain on note payable-related party


-



(6,892
)Changes in operating assets and liabilities:Accounts receivable


3,864



(3,864
)Prepayments and other current assets


(163
)


(268
)Accounts payable


49,009



28,781Accrued expenses


(8,495
)


3,920Accrued interest - related party


4,297



8,739Corporate income tax payable


(2,467
)


2,467Net cash provided by operating activities


97,604



38,125CASH FLOWS FROM FINANCING ACTIVITIESProceeds from (repayments to) notes payable - stockholder


(32,346
)


30,885Proceeds from (repayments to) notes payable - related party


1,958



-Advances from (repayments to) stockholder


(3,748
)


(27,137
)Contribution of non-controlling interest


-



6,671Net cash flows provided by (used in) financing activities


(34,136
)


10,419EFFECT OF EXCHANGE RATE CHANGES ON CASH


1,487



(2,671
)NET CHANGE IN CASH


64,955



45,873CASH BALANCE AT BEGINNING OF YEAR


45,921



48CASH BALANCE AT END OF YEAR

$
110,876


$
45,921SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:Interest paid

$
-


$
-Income tax paid

$
-


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

$
-


$
1,668Discharged promissory note and accrued interest from related party

$
109,918


$
-See accompanying notes to the consolidated financial statements




F-6




Business Marketing Services, Inc.
 December 31, 2012 and 2011
 Notes to the Consolidated Financial Statements
 
 Note 1 – Organization and Operations
 
 Business Marketing Services, Inc.
 
 Business Marketing Services, Inc., (“BMSV” or the “Company”), was incorporated under the laws of the State of Delaware on December 7, 2007.
 
 The Company initially intended to publish and distribute 13 month calendars and wall planners for each industry group that the Company targeted and distribute them to members of the targeted industry or profession free of charge. The Company’s initial plan was to generate revenue solely through the sale of advertising space on the wall planners.  These wall planners would have been produced upon the sale of all the available advertising space.
 
 Change of Control
 
 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 then 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 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.
 
 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 toSmartlaunch 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 fromSmartlaunch A/S, an Entity under Common Control with the Company
  F-7
 
 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 the spot foreign currency exchange rate). 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 Majority-Owned 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. All balances and transactions resulted from this arrangement have been eliminated due to its inter-company nature.
 
 Call Options to Acquire Certain Shares from Non-controlling Interest Holder
 
 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:
 
 -
“SL Free” software completed by June 1, 2011. The share call option based in this milestone must be executed before June 20, 2011.
 -
Turnover 2012 minimum DKK five (5) million. The share call option based in this milestone must be executed before April 1, 2013.
 
 The milestone of ““SL Free” completed by June 1, 2011” was achieved and the June 1, 2011 milestone call option to acquire certain shares from non-controlling interest was nullified.
 
 The milestone of 2012 turnover minimum DKK five (5) million was not achieved, the Company didn’t exercise the call option and the option right was lapsed.
 
 Note 2 – Summary of Significant Accounting Policies
 
 Basis of Presentation
 
 The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
 Principle of Consolidation
 
 The Company applies the guidance of Topic 810 “Consolidation”of the FASB Accounting Standards Codificationto determine whether and how to consolidate another entity.Pursuant to ASC Paragraph 810-10-15-10all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee.Pursuant to ASC Paragraph 810-10-15-8the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.  The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidatesall less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.
 
 The Company's consolidatedsubsidiaries and/or entities areas follows:
 
 Name of consolidated subsidiary

or entity

State or other jurisdiction of

incorporation or organization

Date of incorporation or formation

(date of acquisition, if applicable)


Attributable interestAdcore, Aps

the Kingdom of Denmark

February 3, 2011

(February 25, 2011)



60
%
 
 The consolidated financial statements include all accounts of the Company as of December 31, 2012 and 2011 and for the years then ended and all accounts of Adcore as of December 31, 2012 and for the year ended December 31, 2012 and for the period from February 3, 2011 (inception) through December 31, 2011.
 
 All inter-company balances and transactions have been eliminated.
  F-8
 
 Use of Estimates and Assumptions
 
 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.
 
 The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of software platform; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets;revenue realized or realizable and earned; sales returns and allowances; its subsidiary’s functional currency and foreign currency exchange rate; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
 
 Management bases its estimates on historical experience and on various assumptions that are believed to be reasonablein relation to the financial statements taken as a wholeunder 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.
 
 Management regularlyevaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
 
 Actual results could differ from those estimates.
 
 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.
 
 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
 
 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.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
 
 Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
 
 It is not, however, practical to determine the fair value of advances from stockholders and note holders - stockholder, if any, due to their related party nature.
  F-9
 
 Carrying Value, Recoverability and 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 considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
 
 Management periodically reviews the recoverability of software platform. Management takes into consideration various information including, but not limited to, results of business activities conducted to date, estimated future prices and reports and opinions of outside consultants.  When it is determined that a project will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project.
 
 The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.
 
 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.
 
 Immediately after formation of Adcore ApS – a majority-owned subsidiary of the Company, Smartlaunch A/S was issued 9,000 new shares of Adcore ApS for contributed software valued at its historical value on the books of Smartlaunch of $1,668.
 
 Related Parties
 
 The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
 
 Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
 The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
  F-10
 
 Commitments and Contingencies
 
 The Company follows subtopic 450-20 ofthe 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.
 
 Non-controlling Interest
 
 The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codificationto report the non-controlling interest in Adcore, its majority owned subsidiary inthe consolidated statements of balance sheets within the equity section, separately from the Company’s stockholders’ equity.  Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, Adcore.  Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.
 
 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.
 
 The Company derives the majority of its revenue from sales contracts with customers with revenues being generated upon the shipment of goods.  Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from trucking or rail company and title transfers when the goods arrive at their destination, based on free on board (“FOB”) destination; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.  When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.
 
 Net sales of products represent the invoiced value of goods, net of value added taxes (“VAT”).  The Company is subject to VAT which is levied on all of the Company’s products at the rate of 25% on the invoiced value of sales.  Sales or Output VAT is borne by customers in addition to the invoiced value of sales and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales, if any.
 
 Foreign Currency Transactions
 
 The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions.  Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Denmark Krone, the Company’s Denmark operating subsidiary's functional currency.  Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid.  A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or lossthat generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction dateor the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.
  F-11
 
 Income Tax Provision
 
 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 adoptedsection 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).Section 740-10-25addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  UnderSection 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 740-10-25also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in years and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions ofSection 740-10-25.
 
 The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
 
 Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
 
 Uncertain Tax Positions
 
 The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions ofSection 740-10-25 for the year ended December 31, 2012 or 2011.
 
 Foreign Currency Translation
 
 The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars.  Section 830-10-45 sets out the guidance relating to how areporting entity determines thefunctional currency of aforeign entity(including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses.Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity.An entity’s functional currency is the currency of theprimary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.
 
 The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered.  If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss).  If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss).
  F-12
 
 Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.
 
 The financial records of the Company's Denmark operating subsidiary are maintained in its local currency, the Danish Krone (“DKK”), which are the functional currency.  Assets and liabilities are translated from the local currencies into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date.  Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements.  Foreign currencytranslation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity.
 
 Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements.  Translation of amounts from DKK into U.S. dollars has been made at the following exchange rates for the respective periods:
 
 December 31, 2012


December 31, 2011Balance sheets


5.6492



5.7398Statements of operations and comprehensive income (loss)


5.7928



5.7523
 
 Comprehensive Income (Loss)
 
 The Company has appliedsection 220-10-45 of the FASB Accounting Standards Codification. This statement establishes rules for the reporting of comprehensive income and its components.  Comprehensive income (loss), for the Company, consists of net loss and foreign currency translation adjustments and is presented in the Company’s consolidated statements of operations and comprehensive income (loss) and stockholders’ equity.
 
 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 to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
 
 There were no potentially dilutive common shares outstanding for the year ended December 31, 2012 or 2011.
 
 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 byparagraph 230-10-45-25 of the FASB Accounting Standards Codificationto 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 toparagraph 830-230-45-1 of the FASB Accounting Standards Codification.
 
 Recently Issued Accounting Pronouncements
 
 FASB Accounting Standards Update No. 2011-08
 
 In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other:Testing Goodwill for Impairment” (“ASU 2011-08”).This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
  F-13
 
 The guidance is effective for interim and annual periods beginning on or after December 15, 2011.Early adoption is permitted.
 
 FASB Accounting Standards Update No. 2011-11
 
 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”).This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
 
 The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
 
 FASB Accounting Standards Update No. 2012-02
 
 In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”).
 
 This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill.
 
 The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired.
 
 This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012.  Earlier implementation is permitted.
 
 Other Recently Issued, but Not Yet Effective Accounting Pronouncements
 
 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 – Related Party Transactions
 
 Related Parties
 
 Related parties with whom the Company had transactions are:
 
 Related Parties

RelationshipHans Pandeya

majority stockholder of the CompanySmartlaunch Systems A/S

An entity owned and controlled by the majority stockholder of the Company, liquidated on June 21, 2012.
 
 Notes Payable – Stockholder
 
 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 the same as a capital contribution. At December 31, 2010, those notes payable – stockholder became non-interest bearing demand notes.
 
 As of December 31, 2012, the outstanding amount of the note payable was $49,565.
  F-14
 
 Notes Payable – Related Party
 
 On February 25, 2011, the Company bought 9,000 shares of the newly formed Adcore Aps from Smartlaunch Systems A/S for SEK 654,648 (equivalent to $101,816 based on the spot foreign currency exchange rate) with a promissory note plus interest, payable 360 days from the date of the issuance. The Company recorded the software at Smartlaunch’s historical cost basis of $1,668 as a capital contribution to Adcore and the remainder of the related note payable’s value of $100,148 was recorded as compensation – officer as both Smartlaunch Systems and the Company are under common control of the President and major stockholder of the Company. The Note bears interest at 10% per annum (computed on the basis of a 360-day year), which is payable bi-annually in arrears in two (2) equal installments on the dates 180 days from the date of the issuance and 360 days from the date of the issuance.
 
 On February 28, 2011, Smartlaunch Systems A/S and Business Marketing Services, Inc agreed to amend the payment of the interest on the outstanding principal amount from bi-annually as stated in the Promissory Note dated February 25, 2011 to annually in one installment on 360 days from the date of issuance of the said Promissory Note.
 
 On February 25, 2012, Smartlaunch Systems A/S and Business Marketing Services, Inc extended the note for one additional year to be due on February 25, 2013.
 
 Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the Company adjusts recorded balances that are denominated in a currency other than the functional currency of the recording entity at each balance sheet date to reflect the current exchange rate.
 
 On June 21, 2012, Smartlaunch Systems A/S went bankrupt and was liquidated by the liquidator, a Danish law firm. Business Marketing Services, Inc. renegotiated the price of the 9,000 shares of Adcore Aps to DKK 10,000 (equivalent to $1,773.90 based on the spot foreign currency exchange rate) and the payment was received by the Smartlaunch Systems A/S trustee on June 21, 2012. Therefore, the promissory note plus interest, which were valued as $96,882 and $13,036, or $109,918 in aggregate as of June 21, 2012, payable to Smartlaunch A/S were reduced to nil and recorded as additional paid-in capital.
 
 Advances from Stockholder
 
 From time to time, the majority stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.
 
 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 4 – Commitments and Contingencies
 
 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)
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.
 
 (iii)
Term
 
 The term of this Agreement shall be commencing when funding was secured. The Company has not been able to secure funds to start the development.
 
 The Consultants did not provide any services to the Company and the Company did not pay any consulting fees to the Consultants for the year ended December 31, 2012 or 2011.
  F-15
 
 Note 5 - Stockholders’ Deficit
 
 Shares Authorized
 
 Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Two Hundred Fifty Million (250,000,000) shares of which Fifty Million (50,000,000) shares shall be Preferred Stock, par value $.0001 per share, and Two Hundred Million (200,000,000) shares shall be Common Stock, par value $.0001 per share.
 
 Common Stock
 
 On December 7, 2007, the Company issued 15,000,000 common shares at par to its founder, or $1,500 in aggregate for reimbursement of the incorporation expenses of 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 March 12, 2010 purchase of source code and other software assets, valued at $0.01 per share or $3,000 in aggregate.
 
 Note 6 – Income Tax Provision
 
 BMSV is a non-operating holding company. Adcore, the Company’s Danish subsidiary, is subject to Danish income taxes.
 
 United States Income Tax
 
 BMSV is incorporated under the laws of the State of Delaware and is subjected to United States of America income tax laws.
 
 Deferred Tax Assets
 
 At December 31, 2012, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $210,286 that may be offset against future taxable income through 2032.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $71,497 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the full valuation allowance.
 
 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 realization.  The valuation allowance increased (decreased) approximately ($12,155) and $33,759 for the year ended December 31, 2012 and 2011, respectively.
 
 Components of deferred tax assets are as follows:
 
 December 31, 2012


December 31, 2011Net deferred tax assets – Non-current:Expected income tax benefit from NOL carry-forwards

$
71,497


$
83,652Less valuation allowance


(71,497
)


(83,652
)Deferred tax assets, net of valuation allowance

$
-


$
-
 
 Income Tax Provision in the Consolidated 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, 2012


For the Year Ended

December 31, 2011Federal 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-16
 
 Danish Income Tax
 
 On February 3, 2011, the Company formed Adcore, Aps (“Adcore”) under the laws of the Kingdom of Denmark and is subject to Danish income tax laws.  The Danish statutory income tax rate is 25.0% and there were no significant differences between income reported for financial reporting purposes and income reported for income tax purposes for the year ended December 31, 2012 and for the period from February 3, 2011 (inception) through December 31, 2011.
 
 Note 7 – 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 there were no reportable subsequent events to be disclosed.
  F-17





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


Disclosure Controls and Procedures
 
 We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
 As required by Rule 13a-15 under the Exchange Act, our President, chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012. Based on that evaluation, our management team concluded that as of December 31, 2012, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.
 
 Management’s Annual Report on Internal Control over Financial Reporting
 
 Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.  Under the supervision and with the participation of our management, including James Wang, our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on that evaluation, our management concluded that our internal control over financial reporting is not effective, as of December 31, 2012. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
 
 The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2012.
 
 To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
 
 This annual report does not include an attestation report of our independent 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 Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
 
 Management's Remediation Initiatives
 
 In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
 
 We will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will retain a CPA with U.S. GAAP knowledge to assist in the preparation of our U.S. GAAP financial statements and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
 
 Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
 
 We anticipate that these initiatives may be at least partially, if not fully, implemented by December 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2013.





11




ITEM 9B . Other Information





None


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

2013#Majken Hummel-Gumaelius



Director, President, Chief Executive Officer

2013




12




#Effective January 7, 2013, the Company's Shareholders appointed Majken Hummel-Gumaelius, as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company.





*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.





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, 2012. 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





The Company recorded the software at its historical value on the books of Smartlaunch of $1,668 as a capital contribution to Adcore and the remainder of the related note payable’s value of $100,148 was recorded as compensation – officer as both Smartlaunch Systems and the Company are under common control of the President and majority stockholder of the Company. There was no cash compensation paid to any executive employees during  2012 and 2011.





Employment Agreements





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





Director Compensation





In 2012 and 2011, no director received any cash compensation for their board services.




13




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, 2012, 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, 2012.





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 and Company, PC an independent registered public accounting firm, has served as our auditors for the fiscal years ending December 31, 2012 and 2011.





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, 2012 and 2011.





Services

2012


2011Fees for annual audit and quarterly reviews (*)

$
19,000


$
20,000Review of SEC comments

$



$
4,350Tax and other matters

$
-


$
-Total

$
19,000


$
24,350





The Company were billed by Li and Company, PC for the audit and review of the Company’s 2012 and 2011 financial statements.





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 Schedules





31.1

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)





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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: November 21, 2013
/s/ Majken Hummel-GumaelisMajken Hummel-GumaelisChief Executive Officer and President




Date: November 21, 2013
/s/ Majken Hummel-GumaelisMajken Hummel-GumaelisChief 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/ Majken Hummel-Gumaelis

Director

November 21, 2013Majken Hummel-Gumaelis






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