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BUSINESS MARKETING SERVICES INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations(Edgar Glimpses Via Acquire Media NewsEdge) Forward Looking Statements The SEC encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "seek," "will" and words and terms of similar substance used in connection with any discussion of future events, operating or financial performance, financing sources, product development, capital requirements, market growth and the like, identify forward-looking statements. Forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward-looking statement. These forward-looking statements include, among others: projections of revenues and other financial items; statements of strategies and objectives for future operations; statements concerning proposed applications or services; statements regarding future economic conditions, performance or business prospects; statements regarding competitors or competitive actions; and statements of assumptions underlying any of the foregoing. All forward-looking statements are present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks related to the Company's business discussed under "Risk Factors" of this Quarterly Report on Form 10-Q, among others, could cause actual results to differ materially from those described in the forward-looking statements. Such risks include, among others: the competitive environment; unexpected technical and marketing difficulties inherent in development efforts; the potential need for changes in our long-term strategy in response to future developments; as well as potential changes in government regulations and laws, both of which could adversely affect the economics of the products we plan to offer; and rapid changes in the technology industry. The Company makes no representation as to whether any projected or estimated information or results contained in any forward-looking statements will be obtained or achieved. Shareholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company is under no obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise. 2 -------------------------------------------------------------------------------- Overview Business Marketing Services, Inc.'s ("BMSV" or the "Company") is a development stage company. We focus on early-stage business activities. We own 60% of the shares in Adcore ApS, a software publisher we founded on February 3, 2011 with our partners Rainmaking Holding 1 ApS ("RM") and Perfect Best International Ltd ("PBI"). We believe that we can create value for businesses in the entertainment industry and value for end users by making enforcement of copyright more efficient and by lowering costs of delivery of digital content to a minimum with new technology. We are planning to obtain license agreements for digital content. We are planning partnerships to access state-of-the-art technology for storage and delivery of digital content to consumers. We are planning to make strategic acquisitions to realize our plans. We might alter our plans if we do not succeed in raising funds to start the projects or if we do not succeed in obtaining license agreements that are essential for the business we envisage. Recent Developments and Changes to Business Plan On January 7, 2013, Mrs Majken Hummel-Gumaelius was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. Mrs. Hummel-Gumaelius has not been appointed to any committees of the Board, as the Board does not presently have any committees. Results of Operations Revenues The Company generated $102,984 in revenues for the three months ended March 31, 2013 as compared to $70,531for the three months ended March 31, 2012. The increase was attributable to increased marketing. 3 -------------------------------------------------------------------------------- Professional Fees The Company incurred $48,556 in professional fees for the three months ended March 31, 2013, as compared to $37,252 for the three months ended March 31, 2012. Selling Expenses The Company incurred $21,110 of selling expenses for the three months ended March 31, 2013 as compared to $3,910 for the three months ended March 31, 2012. The increase is attributable the increase in revenues. General and Administrative Expenses The company incurred general and administrative expenses of $5,316 for the three months ended March 31, 2013 as compared to $5,815 for the three months ended March 31, 2012. Liquidity and Capital Resources As of March 31, 2013 we had $100,016 in cash. While we are reviewing our operations and business plan to determine the most effective way to produce revenues, our cash position cannot support our daily operations. Any shortfall is currently funded by our majority shareholder, Hans Pandeya. Management intends to raise additional funds by way of a public or private offering. Management believes that the recent change in our business plan will generate revenues and provide the opportunity for us to continue as a going concern. While we believe in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. The following table summarizes the Company's Consolidated Statement of Cash Flows: Three Months Ended March 31, Net cash provided (used) by operating activities 2013 2012 Operating Activities 13,896 5,189 Investing Activities - - Financing Activities (24,051 ) (7,500 ) Critical Accounting Policies and Estimates Management's discussion and analysis of the Company's financial condition and results of operations are based upon the consolidated financial statements contained in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements: Cash and Cash Equivalents The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents. 4 -------------------------------------------------------------------------------- Basis of Accounting The Company's financial statements are prepared in accordance with U.S. generally accepted accounting principles. Income Taxes The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management; it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, the Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities. Fair Value of Financial Instruments The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities. Concentrations of Credit Risk Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk. |