Business Marketing Services Inc - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Business Marketing Services Inc	Financial_Report.xls
EX-32.1 - CERTIFICATION - Business Marketing Services Inc	f10q0912ex32i_business.htm
EX-31.1 - CERTIFICATION - Business Marketing Services Inc	f10q0912ex31i_business.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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

For the transition period from to

Commission file number: 333-152017

BUSINESS MARKETING SERVICES, INC.

(Exact name of Registrant as specified in its charter)

Delaware		80-0154787
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

350 Madison Avenue, 8 th Floor

New York, NY 10017

(Address of principal executive offices)

(646) 416-6802

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

As of September 30 2012, there were 19,500,000 shares of the registrant’s common stock outstanding.

Business Marketing Services, Inc.

September 30, 2012 and 2011

Index to the Consolidated Financial Statements

Contents	Page(s)

Consolidated Balance Sheets at September 30, 2012 (Unaudited) and December 31, 2011	F-2

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months and Three Months Ended September 30, 2012 and 2011 (Unaudited)	F-3

Consolidated Statement of Equity (Deficit) for the Interim Period Ended September 30, 2012 (Unaudited)	F-4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)	F-5

Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Business Marketing Services, Inc.

Consolidated Balance Sheets

	September 30, 2012			December 31, 2011
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash	$	112,661		$	45,921
Accounts receivable		-			3,864
Other receivables		792			268

Total Current Assets		113,453			50,053

WEB-BASED SOFTWARE PLATFORM
Web-based software platform		4,668			4,668
Accumulated amortization		(3,315	)		(2,176	)

Web-based Software Platform, net		1,353			2,492

TOTAL ASSETS	$	114,806		$	52,545

LIABILITIES AND DEFICIT

CURRENT LIABILITIES
Accrued expenses	$	-		$	8,495
Accrued interest - related party		-			8,739
Accounts payable		72,623			28,781
Corporate income tax payable		14,246			2,467
Notes payable - stockholder		72,408			81,911
Note payable - related party		-			94,924
Advances from stockholder		-			3,748

Total Current Liabilities		159,277			229,065

TOTAL LIABILITIES		159,277			229,065

DEFICIT

Business Marketing Services Inc. Stockholders' Deficit

Preferred 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			1,950
Additional paid-In capital		170,523			60,605
Accumulated deficit		(224,297	)		(246,036	)
Accumulated other comprehensive income (loss)
Foreign currency translation loss		(3,858	)		(2,312	)

Total Business Marketing Services Stockholders' Deficit		(55,682	)		(185,793	)

Noncontrolling Interest in Subsidiary		11,211			9,273

Total Deficit		(44,471	)		(176,520	)

TOTAL LIABILITIES AND DEFICIT	$	114,806		$	52,545

See accompanying notes to the consolidated financial statements

F-2

Business Marketing Services, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

	For the Nine Months			For the Three Months			For the Nine Months			For the Three Months
	Ended			Ended			Ended			Ended
	September 30, 2012			September 30, 2012			September 30, 2011			September 30, 2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	239,781		$	88,900		$	90,474		$	48,975

Operating Expenses:

Amortization expense		1,139			376			1,040			395
Compensation - officer		-			-			100,148			-
Professional fees		175,607			94,461			44,726			27,037
Selling expenses		5,589			-			9,254			8,594
General and administrative expenses		12,990			438			11,371			5,341

Total Operating Expenses		195,325			95,275			166,539			41,367

Income (Loss) from Operations		44,456			(6,375	)		(76,065	)		7,608

Other (Income) Expenses

Foreign currency transaction (gain) loss		3,731			-			(4,863	)		(4,863	)
Interest expense - related party		4,298			-			6,136			2,601
Other (income) expense		-			-			(116	)		-

Other (Income) Expenses, net		8,029			-			1,157			(2,262	)

Income (Loss) before income tax provision (benefit)
and non-controlling interest		36,427			(6,375	)		(77,222	)		9,870

Income tax provision (benefit)		11,779			(1,118	)		-			-

Net income (loss) before non-controlling interest		24,648			(5,257	)		(77,222	)		9,870

Net income (loss) attributable to non-controlling interest		2,909			(5,038	)		8,686			(5,087	)

Net income (loss) attributable to BMSV stockholders	$	21,739		$	(219	)	$	(85,908	)	$	14,957

Net Income (Loss) Per Common Share - basic and diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	0.00

Weighted Average Common Shares Outstanding:
- basic and diluted		19,500,000			19,500,000			19,500,000			19,500,000

Comprehensive Income (Loss):
Net Income (Loss)	$	21,739		$	(219	)	$	(85,908	)	$	14,957
Foreign currency translation gain (loss)		(2,513	)		664			(2,569	)		(3,645	)
Foreign currency translation (gain) loss attributable to
non-controlling interest		970			(265	)		1,028			1,458

Comprehensive Income (loss) attributable to BMSV	$	20,196		$	180		$	(87,449	)	$	12,770

See accompanying notes to the consolidated financial statements

F-3

Business Marketing Services, Inc.

Consolidated Statement of Equity (Deficit)

For the Interim Period ended September 30, 2012

(Unaudited)

										Accumulated Other
										Comprehensive loss
	Common Stock, Par Value $0.0001				Additional Paid-in		Accumulated			Foreign Currency Translation			Total BMSV Stockholders' Equity			Non-controlling			Total Equity
	Shares		Amount		Capital		Deficit			loss			(Deficit)			Interest			(Deficit)

Balance, December 31, 2010		19,500,000		1,950		60,605		(146,743	)		-			(84,188	)		-			(84,188	)

Noncontrolling interest - capital contribution																	6,671			6,671

Comprehensive income
Net 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 a related party						109,918								109,918						109,918

Comprehensive income
Net Income								21,739						21,739			2,909			24,648
Foreign currency translational loss											(1,546	)		(1,546	)		(970	)		(2,516	)
Total comprehensive income														20,193			1,939			22,132

Balance, September 30, 2012		19,500,000	$	1,950	$	170,523	$	(224,297	)	$	(3,858	)	$	(55,682	)	$	11,212		$	(44,470	)

See accompanying notes to the consolidated financial statements

F-4

BUSINESS MARKETING SERVICES, INC.

Consolidated Statements of Cash Flows

	For the Nine Months			For the Nine Months
	Ended			Ended
	September 30, 2012			September 30, 2011
	(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	21,739		$	(85,908	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Amortization expense		1,139			1,040
Notes issued to a related party as compensation		-			100,148
Non-controlling interest in Adcore's current period net earnings		2,909			8,686
Changes in operating assets and liabilities:
Accounts receivable		3,864			-
Other receivable		(524	)		-
Accrued expenses		(8,495	)		(430	)
Accrued interest - related party		4,296			6,136
Accounts payable		43,842			2,795
Foreign currency transaction gain on note payable-related party		-			(4,863	)
Corporate income tax payable		11,779			-

Net cash provided by operating activities		80,549			27,604

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from (repayments to) notes payable - stockholder		(9,503	)		30,761
Proceeds from (repayments to) notes payable - related party		1,958			-
Advances from (repayments to) stockholder		(3,748	)		-
Contribution of non-controlling interest		-			6,671

Net cash flows provided by (used in) financing activities		(11,293	)		37,432

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(2,516	)		(2,569	)

NET CHANGE IN CASH		66,740			62,467

CASH BALANCE AT BEGINNING OF PERIOD		45,921			48

CASH BALANCE AT END OF PERIOD	$	112,661		$	62,515

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Discharged promissory note and accrued interest from related party	$	109,918		$	-

See accompanying notes to the consolidated financial statements

F-5

Business Marketing Services, Inc.

September 30, 2012 and 2011

Notes to the Consolidated Financial Statements

(Unaudited)

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		Percentage
RM		18,000		22.22	%
PBI		18,000		22.22	%
BMSV		45,000		55.56	%
Total:		81,000		100.00	%

Issuance of 9,000 New Shares of Adcore to Smartlaunch A/S for Software Contributed

Immediately after formation of Adore, Smartlaunch A/S received 9,000 new shares in Adcore for contributed software recorded at its historical value on the books of Smartlaunch of $1,668. Following SL’s subscription for shares, the ownership is as follows:

Shareholder	Nominal Shareholding		Percentage
RM		18,000		20	%
SL		9,000		10	%
PBI		18,000		20	%
BMSV		45,000		50	%
Total:		90,000		100	%

F-6

BMSV’s Acquisition of 9,000 Shares of Adcore from Smartlaunch A/S, an Entity under Common Control with the Company

On February 25, 2011, BMSV bought 9,000 shares of Adcore from Smartlaunch Systems A/S for SEK 654,648 (equivalent to $101,816 based on 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:

-	Turnover 2012 minimum DKK five (5) million. The share call option based in this milestone must be executed before April 1, 2013.

-	“SL Free” software completed by June 1, 2011. The share call option based in this milestone must be executed before June 20, 2011.

The milestone of ““SL Free” software was completed by June 1, 2011” was achieved and the June 1, 2011 milestone call option to acquire certain shares from non-controlling interest was nullified.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2011 and notes thereto contained in the information filed as part of the Company’s Annual Report on Form 10K filed with the SEC on April 16, 2012.

Principle of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all 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 810-10-15-8 the 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 consolidates all less-than-majority-owned subsidiaries, in which the parent’s power to control exists.

The consolidated financial statements include all accounts of the Company as of September 30, 2012 and 2011 and for the interim periods then ended and all accounts of Adcore as of September 30, 2012 and 2011, for the interim period ended September 30, 2012 and for the period from February 3, 2011 (inception) through September 30, 2011.

F-7

All inter-company balances and transactions have been eliminated.

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 reasonable in relation to the financial statements taken as a whole 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.

Management regularly evaluates 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 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.

F-8

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

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.

F-9

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.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Non-controlling Interest

The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in Adcore, its majority owned subsidiary in the 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.

F-10

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 loss that 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 date or 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.

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 adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in years and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

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.

F-11

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 of Section 740-10-25 for the interim period ended September 30, 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 a reporting entity determines the functional currency of a foreign 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 the primary 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).

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 currency translation 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:

	September 30, 2012		December 31, 2011		September 30, 2011

Balance sheets		5.8666		5.7398		5.4682

Statement of operations and comprehensive income (loss)		5.8049		5.7523		5.3007

Comprehensive Income (Loss)

The Company has applied section 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.

F-12

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 interim period ended September 30, 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 by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

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.

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.

F-13

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 – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit and working capital deficiency at September 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship

Hans Pandeya		Chairman, CEO and majority stockholder of the Company

Smartlaunch Systems A/S		An entity owned and controlled by majority stockholder of the Company, liquidated on June 21.

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 September 30, 2012, the outstanding amount of the note payable was $72,408.

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.

F-14

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 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 5 – 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 interim period ended September 30, 2012 or 2011.

F-15

Note 6 - 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 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-16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “will” and words and terms of similar substance used in connection with any discussion of future events, operating or financial performance, financing sources, product development, capital requirements, market growth and the like, identify forward-looking statements. Forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward-looking statement. These forward-looking statements include, among others:

●	projections of revenues and other financial items;

●	statements of strategies and objectives for future operations;

●	statements concerning proposed applications or services;

●	statements regarding future economic conditions, performance or business prospects;

●	statements regarding competitors or competitive actions; and

●	statements of assumptions underlying any of the foregoing.

All forward-looking statements are present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks related to the Company’s business discussed under “Risk Factors” of this Quarterly Report on Form 10-Q, among others, could cause actual results to differ materially from those described in the forward-looking statements. Such risks include, among others: the competitive environment; unexpected technical and marketing difficulties inherent in development efforts; the potential need for changes in our long-term strategy in response to future developments; as well as potential changes in government regulations and laws, both of which could adversely affect the economics of the products we plan to offer; and rapid changes in the technology industry.

The Company makes no representation as to whether any projected or estimated information or results contained in any forward-looking statements will be obtained or achieved. Shareholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company is under no obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise.

Overview

Historically, Business Marketing Services, Inc.’s (“BMSV” or the “Company”) plan of business was to publish and distribute 13-month calendars that would be marketed to businesses of all industries to hand out to their customer’s as a promotional tool and to publish and distribute industry and profession specific wall planners, initially implementing its business plan in Wenatchee and greater Seattle in the State of Washington.

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 77% of the Company’s issued and outstanding common stock, for a total purchase price of Three Hundred Twenty-Five Thousand dollars ($325,000).

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

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

On February 3, 2011, the Company had entered into Shareholders-, Company Formation and Capital Increase Agreement between Smartlaunch A/S, Rainmaking Holding 1 ApS, Perfect Best International Ltd, and Hans Pandeya. whereby pursuant to the terms and conditions of the Agreement, the Company jointly with other parties should buy or form the Company under the laws of Denmark as a jointly owned company with a nominal share capital of DKK 81,000, of which 55.56% ownership belongs to Business Marketing Services, Inc. Immediately after formation of the Company, Smartlaunch A/S shall subscribe for 9,000 new shares in the Company against injecting the Software as a substance capital injection. Following SL’s subscription for shares, the ownership shall be as follows:

Shareholder	Nominal Shareholding		Percentage
RM		18,000		20	%
SL		9,000		10	%
PBI		18,000		20	%
BMSV		45,000		50	%
Total:		90,000		100	%

BMSV will assist the newly formed Company in developing the business in the US and India and be responsible for innovation and product development of the Company; whereby, the Company shall pay 50% of the Company’s net revenues in return on a quarterly basis.

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 nominal price if the following milestones are not achieved:

- Turnover 2012 minimum DKK five (5) million. The share call option based in this milestone must be executed before April 1, 2013.

- “SL Free” software completed by June 1, 2011. The share call option based in this milestone must be executed before June 20, 2011.

On February 25, 2011, BMSV bought 9,000 shares of the newly formed Company –Adcore Aps from Smartlaunch Systems A/S for SEK 654,648.

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

An overview of our plans follows here.

Fundamental view

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

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

Transaction module plan

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

Recommendation module plan

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

Distribution module plan

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

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

Rewards module plan

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

Strategic acquisitions plan

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

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

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section should be read in conjunction with the accompanying unaudited interim financial statements which have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our recurring losses from operations and net capital deficiency raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is substantially dependent on the successful execution of our strategic plan and otherwise discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and in Note 1, “Liquidity” to our interim financial statements filed as part of this Quarterly Report, on the timeline contemplated by our plans and our ability to obtain additional financing. The uncertainty of successful execution of our plans, among other factors, raises substantial doubt as to our ability to continue as a going concern. The accompanying unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Revenues

The Company generated $239,781 revenues for the nine months ended September 30, 2012 as compared to $90,474 for the nine months ended September 30, 2011.

Compensation Officer

The Company had no officer compensation for the nine months ended September 30, 2012. The Company incurred $100,148 of officer compensation for the nine months ended September 30, 2011.

Professional Fees

The Company incurred $175,607 in professional fees for the nine months ended September 30, 2012, as compared to $44,726 for the nine months ended September 30, 2011.

General and Administrative Expenses

The company incurred general and administrative expenses of $12,990 for the nine months ended September 30, 2012, as compared to $11,371 for the nine months ended September 30, 2011.

Liquidity and Capital Resources

As of September 30, 2012 we had $112,661 in cash. While we are reviewing our operations and business plan to determine the most effective way to produce revenues, our cash position cannot support our daily operations. Any shortfall is currently funded by our majority shareholder and Chief Executive officer, Hans Pandeya. Management intends to raise additional funds by way of a public or private offering. Management believes that the recent change in our business plan will generate revenues and provide the opportunity for us to continue as a going concern. While we believe in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues.

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

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

	Nine Months Ended September 30,
Net cash provided (used) by operating activities	2012		2011
Operating Activities		80,549		27,604	)
Investing Activities		-		-
Financing Activities		(11,293)		37,432

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements contained in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that management believes to be 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 under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Cash and Cash Equivalents

The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.

Basis of Accounting

The Company's financial statements are prepared in accordance with U.S. generally accepted accounting principles.

Income Taxes

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management; it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, the Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.

Fair Value of Financial Instruments

The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

Concentrations of Credit Risk

Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2010. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are ineffective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the unaudited interim financial statements included in this quarterly report reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2010, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the unaudited interim financial statements included herein reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

Remediation of Material Weaknesses

We have attempted to remediate the material weaknesses in our disclosure controls and procedures identified above by hiring a full-time CFO, with SEC reporting experience, in the future when funding are available and by working with our independent registered public accounting firm and refining our internal procedures. To date, we have not been able to hire a full-time CFO due to our limited funding.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

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 in the Company’s annual report Form 10-K filed on April 15, 2012 and other information in this report before purchasing any shares of the Company’s common stock. 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.

Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

None

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
3.1 (1)		Certificate of Incorporation
3.2 (1)		Bylaws
3.3 (1)		Amended Certificate of Incorporation
31.1 *		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1 *		Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 13500

(1)	Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 dated December 7, 2007, and incorporated herein by reference.
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BUSINESS MAERKETING SERVICES, INC.

Date: November 19, 2012		/s/ Hans Pandeya
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 19, 2012		/s/ Hans Pandeya
		Principal Financial and Accounting Officer

Business Marketing Services Inc - FORM 10-Q - November 19, 2012

Attached files

Business Marketing Services Inc Reports