Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Business Marketing Services IncFinancial_Report.xls
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR3.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR2.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR1.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR7.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR8.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR9.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR6.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR11.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR12.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR13.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR15.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - Business Marketing Services Incf10k2011ex32i_businessmrkt.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Business Marketing Services Incf10k2011ex31ii_businessmrkt.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR14.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR5.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR10.htm
XML - IDEA: XBRL DOCUMENT - Business Marketing Services IncR4.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - Business Marketing Services Incf10k2011ex31i_businessmrkt.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

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 Floor
   
New York, NY
 
10017
(Address of principal executive offices)
 
(Zip Code)

(646) 416-6802
(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K /A or any amendment to this Form 10-K/A . x

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

Large accelerated file
o
   
Accelerated filer
o
 
Non-accelerated filer
o
   
Smaller reporting company
x
 

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

As of March 15, 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.
 
 
 

 
 
Table of Contents

1st Page
Filing Submission
 
 
Part I
     
Item 1
3
Item 1a
6
Item 1b
11
Item 2
11
Item 3
11
Item 4.
11
     
Part II
     
Item 5
11
Item 6.
13
Item 7.
13
Item 8.
F-1
Item 9.
18
Item 9A(T).
18
Item 9B.
18
     
Part III
     
Item 10.
18
Item 11.
19
Item 12.
19
Item 13.
20
Item 14.
20
     
Part IV
     
Item 15.
21
     
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
32.1
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
 
 
 
 

 
 
PART I

Forward Looking Statements

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

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

ITEM 1      Business

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

Calendars

We initially planned to print 5,000 calendars with pictures of a nature theme and 5,000 calendars with women posing in a bikini or lingerie as a second theme. Each picture would be unique and be copyrighted for use on BMSV calendars only. Our goal was to have a calendar ready for the 2009 calendar year. We did not produce a calendar for the 2009 or the 2010 calendar years.

Wall Planners

In addition, we planned to engage in the publication and distribution of industry and profession specific wall planners. For each calendar, we planned to sell advertising space located around the perimeter of the wall planner to businesses and professionals that wish to market their products or services to the specific industry for which the wall planner is made. In addition, each wall planner would have one primary sponsor that receives prominent advertising space at the top of the wall planner and is allowed to place its logo in the middle of the calendar.

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

Recent Developments and Changes to Business Plan

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

On February 5, 2010, we entered into a Consulting Agreement with TAG Strategic. The agreement calls for TAG Strategic to perform general business advisory services. The term of the agreement is for a twelve month period. The compensation for this agreement is in the form of monthly payments of $20,000.
 
 
3

 

On March 12, 2010, the Company acquired source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from the Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers. On the Closing Date, pursuant to the terms of the Asset Transfer Agreement, the Company delivered a promissory note in the principal amount of $300,000 (the “Note”), with a maturity date of May 31, 2010. The Note was to be paid, at our option, in cash or by delivery of the number of shares of Company’s common stock based on the daily average closing price of the Company’s common stock from the Closing Date until the date of issuance of the stock. On May 31, 2010 the Note was satisfied by the issuance of 300,000 shares of our common stock , of which the Company valued at $0.01 per share or $3,000 in aggregate . On March 12, 2010, we entered into a Consulting Agreement with the Sellers. The agreement calls for the Sellers to perform software technical advisory services at the times and the locations specified by us. The term of the agreement is for a twelve month period. The compensation for this agreement is in the form of cash compensation of AUD 100 plus GST per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions. We intend to use the acquired source code to develop new marketing services for businesses.
 
We might alter our plans if we do not succeed in raising funds to start the projects or if we do not succeed in obtaining license agreements that are essential for the business we envisage. We currently have a team of 5 people working part-time with business development, legal and accounting work in the US and 3 people working part-time in Australia. In addition, we are working with researchers and developers in Norway, Denmark, Israel, UK, the US and Egypt to design services and develop our business model.

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
 
100.00%

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.
 
 
4

 

Consulting services to the subsidiary

Pursuant to the terms of the Company Formation Agreement, BMSV will assist Adcore in developing its business in the U.S. and India and be responsible for innovation and product development of Adcore; whereby, Adcore shall pay 50% of its net revenues (defined as total revenue minus payment, transaction, and reseller fees, charge backs, exchange rate adjustments and value added tax (“VAT”)) to BMSV in return on a quarterly basis. 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

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.
 
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.
 
 
5

 

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.

Employees

As of December 31, 2011, 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.
 
 
6

 

Risks Related to the Company

We Have A Limited Operating History That You Can Use To Evaluate Us, And The Likelihood Of Our Success Must Be Considered In Light Of The Problems, Expenses, Difficulties, Complications And Delays Frequently Encountered By A Small Developing Company. There Is No Assurance Our Future Operations Will Result In Profitable Revenues. If We Cannot Generate Sufficient Revenues To Operate Profitably, We Will Cease Operations .
 
We have no significant financial resources and no revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.
Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

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

·
our ability to attract and retain customers;

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

·
our ability to manage growth by managing administrative overhead.

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

We have incurred operating losses since inception and there is no certainty that we will ever achieve profitability.
 
We have incurred operating losses since our inception. We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our ability to execute our business plan. There can be no assurance that we will ever achieve any revenues or profitable operations.
 
We Will Require Financing To Achieve Our Current Business Strategy And Our Inability To Obtain Such Financing Could Prohibit Us From Executing Our Business Plan And Cause Us To Slow Down Our Expansion or Cease Our Operations.
 
We will need to raise a minimum of $ 1 million over the next twelve months through public or private debt or sale of equity to execute our business and marketing plan and to get our operations to profitability. Such financing may not be available as needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. If we are unable to obtain this financing on reasonable terms, we would be unable to hire the additional employees needed to execute our business plan and we would be forced to delay or scale back our plans for expansion. This would delay our ability to get our operations to profitability and could force us to cease operations. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, financial condition and results of operation.

Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute any future plans for growth. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if or when it is needed on terms we deem acceptable.
 
There Is Substantial Uncertainty That We Will Be Able to Continue Operations .
 
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations within the next twelve months.
 
 
7

 
We Face Intense Competition And Our Inability To Successfully Compete With Our Competitors Will Have A Material Adverse Effect On Our Results Of Operation.
 
The social networking software industry is highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader service lines and greater financial resources and advertising budgets than we do. Many of our competitors offer similar services or alternatives to our services. We intend to rely solely on concepts developed by Hans Pandeya, our CEO and a director. There can be no assurance that we will procure a market that will be available to support the services we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.
 
If We Do Not Attract Customers On Cost-Effective Terms, We Will Not Make A Profit, Which Ultimately Will Result In A Cessation Of Operations.
 
Our success depends on our ability to attract customers on cost-effective terms. If we are unsuccessful at attracting a sufficient number of clients, our ability to get repeat customers and our financial condition will be harmed.

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

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

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

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

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

Any Inability to adequately protect our intellectual property could harm our ability to compete.
 
Our future success and ability to compete depends in part upon our intellectual property, which we attempt to protect with a combination of copyright and trademark laws, as well as with contractual provisions. These legal protections afford only limited protection and are time-consuming and expensive to obtain and/or maintain. Further, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.
 
 
8

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

Compliance with Sarbanes-Oxley Section 404

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

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

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

Risks Relating to the Company’s Securities

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

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

The market price of the Company’s common stock may be volatile.
 
The market price of the Company’s common stock will likely be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board quoted stocks in particular. Some of the factors that may materially affect the market price of the Company’s common stock are beyond the Company’s control, such as changes in financial estimates by industry and securities analysts, announcements made by the Company’s competitors or sales of the Company’s common stock. These factors may have a material adverse affect on the market price of the Company’s common stock, regardless of the Company’s performance.
 
In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of the Company’s common stock.
 
 
9

 
 
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.

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.
 
 
10

 

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, 2010 and 2009.
 
ITEM 4.     Submission of Matters to a Vote of Security Holders

None.

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

Our common stock is quoted on the OTC Bulletin Board, a service provided by the Nasdaq Stock Market Inc., under the symbol “BMSV.OB”. The following table sets forth the high and low bid prices for our common stock as reported each quarterly period within the last two fiscal years on the OTC Bulletin Board, as reported by the National Quotation Bureau. The high and low prices reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions (1).
 
 
11

 
\
Period
 
High Bid
   
Low Bid
 
                 
1st Quarter 2010
 
$
2.00
   
$
0.00
 
2nd Quarter 2010
   
2.05
     
2.00
 
3rd Quarter 2010
   
2.05
     
0.00
 
4th Quarter 2010
   
1.00
     
0.00
 
                 
1 st Quarter 2011
2 nd Quarter 2011
3 rd Quarter 2011
4 th Quarter 2011
1st Quarter 2012
 
$
0.16
   
$
0.16
 
                 
On April 12, 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

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

 

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.

Company Overview

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

Calendars

We initially planned to print 5,000 calendars with pictures of a nature theme and 5,000 calendars with women posing in a bikini or lingerie as a second theme. Each picture would be unique and be copyrighted for use on BMSV calendars only. Our goal was to have a calendar ready for the 2009 calendar year. We did not produce a calendar for the 2009 or the 2010 calendar years.

Wall Planners

In addition, we planned to engage in the publication and distribution of industry and profession specific wall planners. For each calendar, we planned to sell advertising space located around the perimeter of the wall planner to businesses and professionals that wish to market their products or services to the specific industry for which the wall planner is made. In addition, each wall planner would have one primary sponsor that receives prominent advertising space at the top of the wall planner and is allowed to place its logo in the middle of the calendar.

We planned to initially print 3,000 wall planners for each industry group that we targeted and distribute them to members of the targeted industry or profession free of charge. Our plan was to generate revenue solely through the sale of advertising space on the wall planners. These wall planners would have been produced upon our sale of all the available advertising space. To date we have not produced any wall planers.
 
 
13

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

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

On March 12, 2010, the Company acquired source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from the Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers. On the Closing Date, pursuant to the terms of the Asset Transfer Agreement, the Company delivered a promissory note in the principal amount of $300,000 (the “Note”), with a maturity date of May 31, 2010. The Note was to be paid, at our option, in cash or by delivery of the number of shares of Company’s common stock based on the daily average closing price of the Company’s common stock from the Closing Date until the date of issuance of the stock. On May 31, 2010 the Note was satisfied by the issuance of 300,000 shares of our common stock, of which the Company valued at $0.01 per share or $3,000 in aggregate. On March 12, 2010, we entered into a Consulting Agreement with the Sellers. The agreement calls for the Sellers to perform software technical advisory services at the times and the locations specified by us. The term of the agreement is for a twelve month period. The compensation for this agreement is in the form of cash compensation of AUD 100 plus GST per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions. We intend to use the acquired source code to develop new marketing services for businesses.
 
We might alter our plans if we do not succeed in raising funds to start the projects or if we do not succeed in obtaining license agreements that are essential for the business we envisage. We currently have a team of 5 people working part-time with business development, legal and accounting work in the US and 3 people working part-time in Australia. In addition, we are working with researchers and developers in Norway, Denmark, Israel, UK, the US and Egypt to design services and develop our business model.

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:
 
 
14

 
 
Shareholder
Nominal Shareholding
 
Percentage
RM
18,000
 
20%
SL
9,000
 
10%
PBI
18,000
 
20%
BMSV
45,000
 
50%
Total:
90,000
 
100.00%

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 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

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.

Critical Accounting Policies

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

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the condensed consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumption used in the preparation of the condensed consolidated financial statements.
 
 
15

 
 
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board. In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above. Changes in estimates used in these other items could have a material impact on our financial statements.
 
Loss Per Share
 
Basic loss per share is presented on the face of the statements of operations. Basic loss per share is calculated as the loss attributable to common stockholders divided by the weighted average number of shares outstanding during each period. Basic (loss) per share is computed using the weighted average number of shares outstanding during the period. Due to the Company’s losses from continuing operations, dilutive potential common shares in the form of warrants and unvested common stock awards were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.
 
Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount of uncollectible accounts receivable, the amount to be paid for the settlement of liabilities related to cost of sales, the estimated useful lives for property and equipment, value assigned to the warrants granted in connection with the various financing arrangements and calculation for stock compensation expense. Actual results could differ from those estimates.

Results of Operations

The following table sets forth, for the periods indicated, the Statements of Operations that is used in the following discussions of our results of operations.
 
BUSINESS MARKETING SERVICES, INC.
STATEMENTS OF OPERATIONS
     
For the Year
Ended
December 31, 2011
     
For the Year
Ended
December 31, 2010
 
             
 Revenue earned during the development stage
  $ 143,294     $ -  
                 
 Operating Expenses:
               
                 
 Amortization expense
    1,426       750  
 Compensation - officer
    100,148       -  
 Professional fees
    99,188       86,432  
 Selling expenses
    12,837       -  
 General and administrative expenses
    21,832       36  
                 
 Total Operating Expenses
    235,431       87,218  
                 
 Loss from Operations
    (92,137 )     (87,218 )
                 
 Other (Income) Expenses
               
                 
 Foreign currency transaction (gain) loss
    (6,892 )     -  
 Other income
    (118 )     -  
 Interest expense - related party
    8,738       -  
 Interest expense - stockholder
    -       927  
                 
 Other (Income) Expenses, net
    1,728       927  
                 
 Loss before income taxes and non-controlling interest
    (93,865 )     (88,145 )
 
 
16

 
 
Revenue
 
The Company generated $143,294 of revenue in the year ended December 31, 2011. We were still in our development stage as of December 31, 2010 and did not generate any revenues.

Operating Expenses
 
The Company operating expenses for 2011 was $235,431 as compared to $87,218 in 2010. Our operating increase in revenues was due to spending more to build our business and generate revenues.

Other Expenses

The Company had other (income) expenses of $1,728 for the year ended December 31, 2011, compared to $927 for the year ended December 31, 2010.

Liquidity

As of December 31, 2011 we had $45,921 in cash.

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

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

   
Twelve Months Ended December 31,
 
Net cash provided (used) by operating activities
 
2011
   
2010
 
             
Operating Activities
    38,125       (84,143 )
Investing Activities
    -       -  
Financing Activities
    10,419       83,245  
 
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.”
 
 
17

 

ITEM 8.     Financial Statements and Supplementary Data

 
Business Marketing Services, Inc.
 
December 31, 2011 and 2010

Index to Consolidated Financial Statements

                                                                                                                                                               
Contents   Page(s)
   
Report of Independent Registered Public Accounting Firm  F-2
   
Consolidated Balance Sheets at December 31, 2011 and 2010  F-3
   
Consolidated Statements of Operations for the Year Ended December 31, 2011 and 2010  F-4
   
Consolidated Statement of Equity (Deficit) for the Year Ended December 31, 2011 and 2010  F-5
   
Consolidated Statements of Cash Flows for the Year Ended December 31, 2011 and 2010  F-6
   
Notes 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.
Cambridge, Massachusetts

We have audited the accompanying consolidated balance sheets of Business Marketing Services, Inc. (the “Company”) as of December 31, 2011 and 2010 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 financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010 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.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit at December 31, 2011 and had a net loss and net cash used in operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/Li & Company, PC
Li & Company, PC

Skillman, New Jersey
April 16, 2012
 
 
F-2

 
Business Marketing Services, Inc.
 
   
Consolidated Balance Sheets
 
             
             
             
   
December 31, 2011
   
December 31, 2010
 
             
             
ASSETS
 
             
CURRENT ASSETS            
  Cash   $ 45,921     $ 48  
  Accounts receivable     3,864       -  
  Other receivable     268       -  
                 
    Total Current Assets     50,053       48  
                 
WEB-BASED SOFTWARE PLATFORM
               
  Web-based software platform     4,668       3,000  
  Accumulated amortization     (2,176 )     (750 )
                 
    Web-based software platform, net     2,492       2,250  
                 
    TOTAL ASSETS   $ 52,545     $ 2,298  
                 
LIABILITIES AND DEFICIT
 
                 
CURRENT LIABILITIES
               
  Accrued expenses   $ 8,495     $ 4,575  
  Accrued interest - related party     8,739       -  
  Accounts payable     28,781       -  
  Corporate income tax payable     2,467       -  
  Notes payable - stockholder     81,911       81,911  
  Note payable - related party     94,924       -  
  Advances from stockholder     3,748       -  
                 
    Total Current Liabilities     229,065       86,486  
                 
    TOTAL LIABILITIES     229,065       86,486  
                 
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     60,605       60,605  
  Accumulated deficit     (246,036 )     (146,743 )
  Accumulated other comprehensive income (loss)                
    Foreign currency translation loss     (2,312 )     -  
                 
       Total Business Marketing Services Stockholders' Deficit     (185,793 )     (84,188 )
                 
  Noncontrolling Interest in Subsidiary     9,273       -  
                 
    Total Deficit     (176,520 )     (84,188 )
                 
    TOTAL LIABILITIES AND DEFICIT   $ 52,545     $ 2,298  
                 
See accompanying notes to the consolidated financial statements
 
 
 
F-3

 
 
Business Marketing Services, Inc.
 
   
Consolidated Statements of Operations
 
             
             
   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
December 31, 2011
   
December 31, 2010
 
             
             
Revenue
  $ 143,294     $ -  
                 
Operating Expenses:
               
                 
  Amortization expense     1,426       750  
  Compensation - officer     100,148       -  
  Professional fees     99,188       86,432  
  Selling expenses     12,837       -  
  General and administrative expenses     21,832       36  
                 
Total Operating Expenses
    235,431       87,218  
                 
Loss from Operations
    (92,137 )     (87,218 )
                 
Other (Income) Expenses
               
                 
  Foreign currency transaction (gain) loss     (6,892 )     -  
  Other income     (118 )     -  
  Interest expense - related party     8,738       -  
  Interest expense - stockholder     -       927  
                 
Other (Income) Expenses, net
    1,728       927  
                 
Loss before income taxes and non-controlling interest
    (93,865 )     (88,145 )
                 
Income tax provision
    2,467       -  
                 
Net loss before non-controlling interest
    (96,332 )     (88,145 )
Net income attributable to non-controlling interest
    2,961       -  
                 
Net loss attributable to BMSV' stockholders
  $ (99,293 )   $ (88,145 )
                 
                 
Net Loss Per Common Share - basic and diluted
  $ (0.01 )   $ (0.00 )
                 
Weighted Average Common Shares Outstanding:
               
  - basic and diluted
    19,500,000       19,375,890  
                 
Comprehensive Loss:
               
  Net loss   $ (99,293 )   $ (88,145 )
  Foreign currency translation loss     (2,671 )     -  
  Foreign currency translation loss attributable to non-controlling interest     359       -  
                 
  Comprehensive loss attributable to BMSV   $ (101,605 )   $ (88,145 )
                 
 
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, 2011 and 2010
 
   
                     
Deficit accumulated
   
Accumulated Other
Comprehensive loss Foreign
     
Total BMSV
             
                     
during the
   
Currency
   
Stockholders'
         
Total
 
   
Common Stock
   
Accumulated
   
Development
    Translation     Equity    
Non-controlling
   
Equity
 
   
Shares
   
Amount
   
Deficit
   
Stage
   
loss
   
 (Deficit)
   
Interest
   
(Deficit)
 
                                                 
Balance, December 31, 2009
    19,200,000     $ 1,920     $ 45,374     $ (58,598 )   $ 0     $ (11,304 )   $ 0     $ (11,304 )
                                                                 
Interest as in-kind contribution
                    927                       927               927  
                                                                 
Capital contribution
                    1,334                       1,334               1,334  
                                                                 
Forgiveness of debt by a stockholder
                    10,000                       10,000               10,000  
                                                                 
Common shares issued for acquisition of source code
                                                         
     and other software assets valued at
                                                               
     $0.01 per share on May 31, 2010
    300,000       30       2,970                       3,000               3,000  
                                                                 
Net Loss
                            (88,145 )             (88,145 )             (88,145 )
                                                                 
                                                                 
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 )
                                                                 
 
See accompanying notes to the consolidated financial statements
 
 
 
F-5

 
 
BUSINESS MARKETING SERVICES, INC.
 
   
Consolidated Statements of Cash Flows
 
             
             
   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
December 31, 2011
   
December 31, 2010
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
  Net loss   $ (99,293 )   $ (88,145 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities
               
    Amortization expense
    1,426       750  
    Interest contribution
    -       927  
    Notes issued to a related party as compensation
    100,148       -  
Foreign currency transaction gain on note payable - related party
    (6,892 )     -  
    Noncontrolling interest in Adcore's current period net income
    2,961       -  
    Changes in operating assets and liabilities:
               
     Accounts receivable
    (3,864 )     -  
     Other receivable
    (268 )     -  
     Accrued expenses
    3,920       2,325  
     Accrued interest - related party
    8,739       -  
     Accounts payable
    28,781          
     Corporate income tax payable
    2,467          
                 
  Net cash provided by (used in) operating activities
    38,125       (84,143 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
  Proceeds from notes payable - stockholder
    -       81,911  
  Advances from stockholder
    30,885       -  
  Repayments on advances from stockholder
    (27,137 )     -  
  Capital contribution
    -       1,334  
  Contribution of noncontrolling interest
    6,671       -  
                 
  Net cash flows provided by financing activities
    10,419       83,245  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    (2,671 )     -  
                 
NET CHANGE IN CASH
    45,873       (898 )
                 
CASH BALANCE AT BEGINNING OF YEAR
    48       946  
                 
CASH BALANCE AT END OF YEAR
  $ 45,921     $ 48  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
  Interest paid
  $ -     $ -  
  Income tax paid
  $ -     $ -  
                 
NON CASH FINANCING AND INVESTING ACTIVITIES:
               
  Common shares issued for acquisition of source code and related assets
  $ 1,668     $ 3,000  
  Forgiveness of debt by a stockholder
  $ -     $ 10,000  
                 
 
See accompanying notes to the consolidated financial statements
 
 
 
F-6

 
 
Business Marketing Services, Inc.
December 31, 2011 and 2010
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
   
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 Adcore, 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 receipt of the 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-7

 

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 the 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 its 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; Adcore shall pay 50% of its net revenues (defined as total revenue minus payment, transaction, and reseller fees, chargebacks, exchange rate adjustments and value added tax (“VAT”)) to BMSV in return for such services, on a quarterly basis. All balances and transactions resulting from this arrangement have been eliminated due to its inter-company nature.
 
Call Options to Acquire Certain Shares from Noncontrolling 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 “SL Free” software was completed by June 1, 2011” and the milestone call option was nullified.
 
Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principle of Consolidation

The consolidated financial statements include all accounts of the Company as of December 31, 2011 and 2010 and for the years then ended and all accounts of Adcore as of December 31, 2011 and for the period from February 3, 2011 (inception) through December 31, 2011.

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.
 
 
F-8

 
 
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, and 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.

It is not however, practical to determine the fair value of advances from stockholders 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.
 
 
F-9

 
 
 
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.
 
Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
 
 
F-10

 
 
Noncontrolling 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.

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.
 
 
F-11

 
 
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.

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 year ended December 31, 2011 or 2010.

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.
 
 
F-12

 
 
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, 2011
 
         
Balance sheet
   
5.7398
 
         
Statement of operations and comprehensive income (loss)
   
5.7523
 

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.

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, 2011 or 2010.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Recently Issued Accounting Pronouncements

FASB Accounting Standards Update No. 2011-05

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
 
 
F-13

 
 
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. 2011-10

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.

The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. 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. 2011-12

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income:  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.

All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.

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.
 
 
F-14

 
 
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 at December 31, 2011 and a net loss for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
While the Company is attempting to commence operations and 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

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.
 
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 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. 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, Smartlauch Systems A/S and Business Marketing Services, Inc agreed to amend the payment of the interest on the outstanding principal amount from bi-annualy 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, Smartlauch Systems A/S and Business Marketing Services, Inc extended the note for one additional year to be due on February 25, 2012.

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.

At December 31, 2011, the principal balance due on the note measured in U.S. Dollars with the spot foreign currency exchange rate was $94,924 resulting in a foreign currency transaction gain of $6,892 for the year then ended and the Company accrued approximately $8,739 in interest payable.
 
 
F-15

 
 
Advances from Stockholder

From time to time, the majority stockholder of the Company advances funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.

Advances from the majority stockholder and officer at December 31, 2011 and December 31, 2010 consisted of the following:

   
December 31, 2011
   
December 31, 2010
 
                 
Advances from the majority stockholder and officer
 
$
3,748
   
$
-
 
                 
   
$
3,748
   
$
-
 
             
 
The majority stockholder and officer advanced $30,885 to the Company and $27,137 repayment has been made for the year ended December 31, 2011.

Cash shortfall is currently funded by the Company’s majority shareholder and Chief Executive officer, Hans Pandeya. Cash shortfall in the next 12 months may be funded by Mr. Pandeya, however there was no agreement between Mr. Pandeya and the Company with regard to the future funding of the Company, Mr. Pandeya is not obligated to provide the funding to the Company, and no assurance can be given to that will provide the working capital funding to the Company in the future. In the event of no funding or insufficient funding from Mr. Pandeya the Company may have to scale back or stop its business development.
 
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

Business Consulting Agreement

On February 5, 2010 (the “Effective Date”), the Company entered into a business consulting agreement (the “Business Consulting Agreement”) with TAG Strategic LLC (“TAG”), an unrelated California limited liability company.

(i)  
Nature of Services

Under the terms of the Business Consulting Agreement, the Company engaged TAG to Source and initiate discussions with record labels, music publishers, film and television studios for the purposes of obtaining licenses for the new Pirate Bay music service, and with rightholder organizations such as IFPI, RIAA, BPI and MPAA to discuss allowing their members to get acces to The Pirate Bay and other filesharing sites to detect pirated content and either authorizing the content for a penalty fee or alternatively removing the content.

(ii)  
Term

The term of this Agreement shall be six (6) months, commencing on February 5, 2010 and continuing until August 5, 2010 (“Initial Term”). Thereafter this Agreement will renew for another period of time equal to the Initial Term under the same terms and conditions of this Agreement (each, a “Renewal Term”) unless the Company notifies TAG in writing 30 days prior to the expiration of the Agreement. (The Initial Term and all Renewal Terms, if any, shall hereinafter be referred to collectively as the “Term”).
 
 
F-16

 
 
(iii)  
Compensation

The Company shall pay a “Monthly Services Fee” of $20,000.00 to TAG.

(iv)  
Termination of the Agreement

On May 5, 2010, the Company and TAG verbally agreed to terminate this Business Consulting Agreement without early termination penalty after the completion of three (3) months service and payment of $60,000.

Consultancy Agreement

On March 12, 2010, the Company entered into a consultancy agreement (the “Consultancy Agreement”) with Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (collectively “Consultants”) in connection with the Asset Transfer Agreement.

(i)  
Nature of Services

Under the terms of the Consultancy Agreement, the Company engaged the Consultants to develop source code to develop new marketing services.

(ii)  
Term

The term of this Agreement shall be 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, 2011 or 2010.

(iii)  
Fees

The Company shall pay the Consultants Australian $100 plus Goods and Services Tax (“GST”) of 10% per hour, inclusive of any and all applicable taxes and benefits, including payroll tax and superannuation, in Australia and other jurisdictions.

Note 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 – 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.
 
 
F-17

 
 
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.  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, 2011.

Deferred Tax Assets

At December 31, 2011, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $246,036 that may be offset against future taxable income through 2031.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $83,652 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are 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 realizability.  The valuation allowance increased approximately $33,759 and $29,970 for the year ended December 31, 2011 and 2010, respectively.

Components of deferred tax assets at December 31, 2011 and 2010 are as follows:

   
December 31, 2011
   
December 31, 2010
 
Net deferred tax assets – Non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
83,652
     
49,893
 
Less valuation allowance
   
(83,652
)
   
(49,893
)
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, 2011
   
For the Year Ended
December 31, 2010
 
                 
Federal 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
%

Note 8 – 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-18

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

On August 24, 2010, Gately and Associates, LLC (“Gately”) resigned as the independent registered public accounting firm for the Company and on August 24, 2010 we engaged Li & Company, PC as our independent registered public accounting firm. The change of our independent registered public accounting firm and engagement of Li & Company, PC was approved by our Board of Directors on August 24, 2010.
 
Gately’s audit reports on our financial statements for the fiscal years ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion. Their opinion for the fiscal years ended December 31, 2008 and 2009 were not qualified or modified as to audit scope or accounting principles except that each such audit report for the fiscal years ended December 31, 2008 and 2009 contained a qualification regarding uncertainty regarding the Company’s ability to continue as a going concern.

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

ITEM 9A (T). Controls and Procedures

Evaluation of Disclosure Control and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of December 31, 2011.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC.

ITEM 9B . Other Information

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 Until
                 
Douglas Black*
     
Director, President, Chief Executive Officer
 
2007
 
2010*
                 
Hans Pandeya*
     
Director, President, Chief Executive Officer
 
2010
 
*
 
 
18

 
 
*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  2011 and 2010.
 
Employment Agreements

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

Director Compensation

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

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

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth as of December 31, 2011, 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, 2011.
 
 
19

 
 
   
Beneficial Ownership
 
Name and Address (1)
 
Shares
   
%
 
Directors and Named Officers
           
Hans Pandeya
    15,000,000       77 %
                 
All current executive officers and directors as a group (1 person)
    15,000,000       77 %
                 
(1) The address of all Officers and Directors is care of the Company at the address shown on the cover of this filing.

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

ITEM 13.  Certain Relationships and Related Transactions and Director Independence

Director Independence

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

ITEM 14.  Principal Accounting Fees and Services

The firm of Li & Company, PC an independent registered public accounting firm, has served as our auditors for the fiscal years ending December 31, 2011 and 2010.

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, 2011 and 2010.
 
Services
 
2011
 
 
2010
 
             
Fees for annual audit and quarterly reviews (*)
 
$
20,000
   
$
13,000
 
Review of SEC comments
 
$
4,350
   
$
-
 
Tax and other matters
 
$
-
   
$
-
 
Total
 
$
4,350
   
$
13,000
 
 
The Company were billed by Li & Company, PC for the audit and review of the Company’s 2011 and 2010 financial statements.

 
20

 
 
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 Officer
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1
 
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
 
 
21

 
 
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: April 16, 2012
 
/s/ Hans Pandeya
   
Hans Pandeya
   
Chief Executive Officer and President
     
     
Date: April 16, 2012
 
/s/ Hans Pandeya
   
Hans Pandeya
   
Chief Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities on the date(s) indicated.
SIGNATURE
 
TITLE
DATE
       
       
/s/ Hans Pandeya
 
Director
January 16, 2012
Hans Pandeya
     
 

22