Business Development Solutions Inc.: Form 10-Q - Prepared by TNT Filings Inc.

10-Q 1 busdev10q.htm FORM 10-Q Business Development Solutions Inc.: Form 10-Q - Prepared by TNT Filings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-32433

BUSINESS DEVELOPMENT SOLUTIONS, INC.

____________________________________________________________________________________________________
(Exact Name of Small Business Issuer as Specified in Its Charter)


DELAWARE		84-1300072
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Empl. Ident. No.)

c/o Shixin Enterprise Application Software (Shanghai) Co., Ltd.

18/F., Medical and Pharmaceutical Tower, 200 Taicang Rd., LuWan District

Shanghai, China, 200020

_______________________________________________________________

(Address of Principal Executive Offices)

86-21-5383 1067

_______________________________________________________________

(Registrant’s Telephone Number, Including Area Code)

c/o Shixin Enterprise Application Software (Shanghai) Co., Ltd.

28/F., Citigroup Tower, 33 Huanyuanshiqiao Rd., Pudong, Shanghai, China, 200120

_______________________________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Q No ¨

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


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	Q

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

The numbers of shares outstanding of each of the issuer’s classes of common equity, as of August 11, 2008, are as follows:


Class of Securities		Shares Outstanding
Common Stock, $0.00001 par value		1,910,150

Transitional Small Business Disclosure Format (check one): Yes ¨ No Q

TABLE OF CONTENTS

	PART I Financial Information	Page


Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12


	PART II Other Information


Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

PART I

ITEM 1.

FINANCIAL STATEMENTS

BUSINESS DEVELOPMENT SOLUTIONS, INC.

BALANCE SHEETS

June 30, 2008

ASSETS		As of 6/30/2008 (Unaudited)		As of 12/31/2007 (Audited)
Current assets:
Prepaid expenses	$	-	$	-

Total Assets	$	-	$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accrued liabilities	$	22,313	$	20,492
Due to stockholder - accrued interest and other		191,178		166,557
Note payable to stockholder		101,500		101,500

Total Current Liabilities		314,991		288,549


STOCKHOLDERS’ DEFICIENCY
Preferred stock- $.00001 par value; 20,000,000 shares authorized,
No shares issued and outstanding		-		-
Common stock - $.00001 par value; 500,000,000 shares authorized,
1,910,150 shares issued and outstanding		19		19
Additional paid-in-capital		727,532		727,532
Accumulated deficit		(1,042,542)		(1,016,100)

Total Stockholders’ Deficiency		(314,991)		(288,549)

Total Liabilities and Stockholders’ Deficiency	$	-	$	-

The accompanying notes are an integral part of the financial statements.

F-1

BUSINESS DEVELOPMENT SOLUTIONS, INC.

(UNAUDITED) STATEMENTS OF OPERATIONS

		For The Three Months Ended				For The Six Months Ended
		June 30,				June 30,
		2008		2007		2008		2007
Revenue	$	-	$	-	$	-	$	-

General and administrative expenses		5,274		4,271		22,382		9,719
Operating loss		(5,274)		(4,271)		(22,382)		(9,719)

Other expenses:
Interest expenses		(2,030)		(2,030)		(4,060)		(4,060)
Net loss		(7,304)		(6,301)		(26,442)		(13,779)

Basic and diluted net loss per common share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)

Weighted average shares outstanding		1,910,150		1,910,150		1,910,150		1,910,150

The accompanying notes are an integral part of the financial statements.

F-2

BUSINESS DEVELOPMENT SOLUTIONS, INC.

(UNAUDITED) STATEMENTS OF CASH FLOWS

		For The Six Months Ended
		June 30,
		2008		2007

Net loss	$	(26,442)	$	(13,779)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued liabilities		1,821		(9,599)
Prepaid expenses		-		1,891
Net cash used in operating activities		(24,621)		(21,487)

Cash flows from financing activities
Due to stockholder		24,621		21,487
Net cash flows provided by financing activities		24,621		21,487

Net increase (decrease) in cash		-		-

Cash - beginning of period		-		-

Cash - end of period	$	-	$	-

The accompanying notes are an integral part of the financial statements.

F-3

BUSINESS DEVELOPMENT SOLUTIONS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

The financial statements presented are those of Business Development Solutions, Inc. (the "Company" or "BDEV"), formerly known as AMCO Transport Holdings, Inc. AMCO Transport Holdings, Inc. (AMCO) was formerly Atlas Republic Corporation ("Atlas"). The Company was incorporated on January 28, 1987 under the laws of the State of Colorado. Prior to 1997, the Company, through its subsidiary, Geda Laboratories (Canada) Limited ("Geda"), had acquired the exclusive distribution rights in Canada to certain proprietary products, including a topical (skin) barrier lotion and an antiseptic spermicide. Geda purchased inventory stocks of these products and aggressively tried to market and sell these products. Since 1997, Geda has been inactive and was dissolved in April 2002.

The Company formed a Delaware subsidiary on April 18, 2002, AMCO Transport Holdings, Inc. AMCO was formed for the sole purpose of reincorporating the Company in the state of Delaware. On November 18, 2002, after obtaining the requisite stockholder approval at a stockholders' meeting held on November 13, 2002, the Company was reincorporated as a Delaware corporation through merger. As a result of the merger, the Company's name was changed to AMCO Transport Holdings, Inc. Upon consummation of the merger, each share of the Company's common stock was automatically exchanged for one share of the common stock of the Delaware corporation. On February 27, 2006 the Company changed its name to Business Development Solutions, Inc. The Company's common stock continues to be quoted on the NASD over−the−counter bulletin board. The symbol for the common stock is “BDEV.OB”.

CAPITAL RESOURCES AND BUSINESS RISKS

The Company's future operations are subject to all of the risks inherent in the establishment of a new business enterprise. At June 30, 2008 current liabilities exceeded current assets by $314,991.

The financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization and satisfaction of liabilities and commitments in the normal course of business. At June 30, 2008, the Company had an accumulated deficit of $1,042,542. Operations to date have been primarily financed by stockholder debt and equity transactions. As a result, the Company's future operations are dependent upon the identification and successful completion of permanent equity financing, the continued support of shareholders and ultimately, the achievement of profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to amounts and classification of liabilities that may be necessary should it be unable to continue as a going concern.

F-4

BUSINESS DEVELOPMENT SOLUTIONS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

RESULTS OF OPERATIONS

During the six months ended June 30, 2008 and 2007, the Company has engaged in no business operations other than the acquisition of capital for general and administrative expenses. During this period, the Company received no operating revenues. General and administrative expenses consist primarily of professional fees.

The Company is seeking to carry out its business plan to complete a merger or business acquisition transaction. The Company's existing capital will not be sufficient to meet the Company's cash needs, including complying with its continuing reporting obligation under the Securities Exchange Act of 1934. Accordingly, additional capital will be required by either the major stockholder or other equity financing.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 157, “Fair Value Measurements” – In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, where fair value is the relevant measurement attribute. The standard does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 does not have significant impact on the Company’s financial statements.

F-5

BUSINESS DEVELOPMENT SOLUTIONS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

FAIR VALUE OF FINANCIAL INSTRUMENTS - CONTINUED

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has elected not to measure any additional financial assets, liabilities or other items at fair value.

Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments ("SFAS 107"), requires entities to disclose the fair values of financial instruments except when it is not practical to do so. Under SFAS No. 107, it is not practical to make this disclosure when the costs of formulating the estimated values exceed the benefit when considering how meaningful the information would be to financial statement users.

As a result of the difficulties presented in the valuation due to officer/stockholder, because of its related party nature, estimating the fair value of this financial instrument is not considered practical. The fair values of all other assets and liabilities do not differ materially from their carrying amounts.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations during the year that includes the enactment date.

EARNINGS LOSS PER COMMON SHARE

Earnings Loss per common share is computed by dividing the net loss by weighted average shares outstanding during the period.

F-6

BUSINESS DEVELOPMENT SOLUTIONS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

2. STOCK TRANSACTIONS

PREFERRED STOCK

No shares of preferred stock have been issued or are outstanding. Dividends, voting rights and other terms, rights and preferences of the preferred shares have not been designated but may be designated by the Board of Directors from time to time. Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote. The Company does not intend to declare any dividends for the foreseeable future.

3. STOCK OPTION PLANS

1998 STOCK OPTION PLAN

The Company adopted the AMCO 2002 Stock Plan (the "Stock Plan") and the AMCO 2002 Employee Stock Compensation Plan (the "ESC Plan") on November 13, 2002.

AMCO 2002 STOCK PLAN

The Company adopted the Stock Plan for persons in a "business relationship" with the Company. The Stock Plan defines business relationship as a relationship in which a person is serving the Company, its parent, if any, or any of its subsidiaries in the capacity of an employee, officer, director, advisor or consultant. The Stock Plan allows the Company to grant awards of restricted stock or options to purchase stock, including, incentive stock options, provided that incentive stock options may only be granted to the Company's employees. The Company has reserved a maximum of 20,000,000 common shares to be issued under the Stock Plan. No employee will be granted options for more than 2,000,000 shares of common stock, or awarded more than 2,000,000 restricted shares under the Stock Plan in any one fiscal year. The exercise price of each incentive stock option granted under the Stock Plan is generally equal to the market price of the Company's stock on the date of grant.

The exercise price for incentive stock options granted to stockholders with more than a 10% voting interest in the Company will not be less than 110% of the market price of the Company's stock on the date of grant. The exercise price for non-statutory options will not be less than 50% of the market price of the Company's stock on the date of grant. The maximum term of the options is ten years. The options vesting period will be determined by the Board of Directors and will be set forth in each option agreement, but cannot be longer than ten years after the option is granted. The plan is administered by the Company's board or a committee of the board. No shares or options have been awarded under the Stock Plan.

F-7

BUSINESS DEVELOPMENT SOLUTIONS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

3. STOCK OPTION PLANS (CONTINUED)

2002 EMPLOYEE STOCK COMPENSATION PLAN

The Company has adopted the ESC Plan which allows for the issuance of up to 20,000,000 shares of common stock to employees, officers, directors and consultants of the Company. No employee shall be granted more than 2,000,000 shares of common stock under the ESC Plan in any one fiscal year of the Company. The Company's board (or a compensation committee) has complete discretion to determine when and to which eligible participant shares may be granted, and the number of shares to be awarded to each eligible participant subject to the limitation set forth above. A grant to an eligible participant may be made for cash, property, services rendered or other form of payment constituting lawful consideration under applicable law. Shares awarded other than for services rendered will be sold at not less than the fair value of the shares on the date of grant. No shares have been awarded under the ESC Plan.

4. INCOME TAXES

The Company did not provide any current or deferred federal or state income tax provision or benefit for any of the years presented because to date, it has experienced operating losses. The Company has a federal net operating loss carry forward of approximately $1,043,000 expiring in future years. The tax benefit of this net operating loss, based on an effective tax rate of 40%, is approximately $417,000 and has been offset by a full allowance for business combinations under Internal Revenue Code IRC Section 381. For the six months ended June 30, 2008, based on an effective tax rate of 40%, the valuation allowance increased by approximately $9,000.

5. NOTE PAYABLE STOCKHOLDER

Bestway, the directors, executive officers, their affiliates and related parties owned beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company.

On November 19, 2004, Shu K. Chui, ("Chui") a citizen of Hong Kong, acquired all 6,900,000 shares (the "Shares") of common stock held by Bestway.

In connection with the acquisition of the Shares, Chui took assignment of all of Bestway's right, title and interest under a promissory note in the principal amount of $101,500 dated April 23, 2002 made by Registrant in favor of Bestway. The principal amount under the note bears simple interest at the rate of 8% per year. From November 19, 2004, the effective date of the acquisition transaction, no principal or interest payments had been made under the note. Accrued interest of $50,288 is included on the balance sheet under the caption due to stockholder – accrued interest and other. The balance of the note payable, including accrued interest, to Chui at June 30, 2008 was $151,788.

During the period, Chui paid legal and other expenses on behalf of the Company. Total expenses paid on behalf of the Company were $140,890 at June 30, 2008 and are payable to Chui as a non-interest bearing demand loan. This loan is also shown in the caption due to stockholder – accrued interest and other.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our financial statements and the notes thereto.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND USE OF TERMS

This quarterly report contains forward-looking statements. The forward-looking statements are contained principally in the section entitled “Management’s Discussion and Analysis of Financial Condition and Plan of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

•

our potential inability to raise additional capital;

•

changes in domestic and foreign laws, regulations and taxes;

•

uncertainties related to China's legal system and economic, political and social events in China;

•

Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks;” and

•

changes in economic conditions, including a general economic downturn or a downturn in the securities markets.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Except as otherwise indicated by the context, references in this report to:

•

“BDS,” “we,” “us,” “our,” or the “Company,” are references to Business Development Solutions, Inc.

•

“China” and “PRC” are to the People’s Republic of China;

•

“U.S. dollar,” “$” and “US$” are to the legal currency of the United States;

•

the “SEC” are to the United States Securities and Exchange Commission;

•

the “Securities Act” are to the Securities Act of 1933, as amended; and

•

the “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

Overview

We were incorporated under the laws of the State of Colorado on January 28, 1987, under the name Atlas-Republic Corporation. Prior to 1997, the Company through its subsidiary, Geda Laboratories (Canada) Limited (“Geda”), had acquired the exclusive marketing and distribution rights in Canada to certain proprietary products, including a topical (skin) barrier lotion and an antiseptic spermicide. Geda has been inactive since 1997, and in April 2002 was dissolved. On November 18, 2002, we effected our re-incorporation as a Delaware corporation by merging with our wholly-owned subsidiary, AMCO Transport Holdings, Inc., a Delaware corporation, with AMCO continuing as the surviving corporation of the merger. In connection with the merger, our name was changed to AMCO Transport Holdings, Inc. Upon consummation of the merger, each share of common stock of Atlas-Republic Corporation (the predecessor corporation) was automatically exchanged for one share of common stock of AMCO Transport Holdings, Inc. (the then-surviving corporation) and the stockholders of Atlas automatically became stockholders of AMCO, in accordance with the terms of an Agreement and Plan of Re-incorporation and Merger between the two companies, dated April 23, 2002.

On November 19, 2004, Mr. Shu Keung Chui acquired, in a private transaction, 6,900,000 shares of our common stock directly from Bestway Coach Express, Inc., or Bestway, our then controlling shareholder, pursuant to a Stock Purchase Agreement among Mr. Chui, Bestway and AMCO. The 6,900,000 shares represent approximately 72.25% of our issued and outstanding common stock. The number of Mr. Chui’s shares have now been restated to 1,380,000 to reflect a one-for-five reverse split. Mr. Chui currently serves as our Director, Chief Executive Officer and Chief Financial Officer.

On January 10, 2006, by a joint written consent of our Board of Directors and our controlling stockholder, Mr. Chui, our Board of Directors and Mr. Chui approved an amendment of our Certificate of Incorporation (i) to change our corporate name to “Business Development Solutions, Inc.” and (ii) to effect a one-for-five reverse split of the outstanding shares of our common stock. This amendment to our Certificate of Incorporation was filed with the Secretary of State of Delaware on February 27, 2006 and has become effective.

Our common stock is quoted on the NASD Over-the-Counter Bulletin Board under the symbol “BDEV.OB” and the CUSIP number for our common stock is 12325D 10 4. Our principal executive offices are located at 18/F., Medical and Pharmaceutical Tower, 200 Taicang Rd., Lu Wan District, Shanghai, China, 200020. The telephone number at our principal executive office is (86) 21 53831067.

Results of Operations

We anticipate that we will not have any operations unless and until we complete a business combination as described above.

For the three months ended June 30, 2008 and 2007, we had no revenues and incurred a net loss of $7,304 for the three months ended June 30, 2008, as compared to net loss of $6,301 for the three months ended June 30, 2007.

All general and administrative expenses of $5,274 and $4,271 for the three months ended June 30, 2008 and 2007, respectively, related primarily to accounting, legal and miscellaneous general and administrative fees that are applicable to all public companies.

For the six months ended June 30, 2008 and 2007, we had no revenues and incurred a net loss of $26,442 for the six months ended June 30, 2008, as compared to net loss of $13,779 for the six months ended June 30, 2007.

All general and administrative expenses of $22,382 and $9,719 for the six months ended June 30, 2008 and 2007 respectively, related primarily to accounting, legal and miscellaneous general and administrative fees that are applicable to all public companies.

Liquidity and Capital Resources

We had no cash on hand at June 30, 2008 and have no cash to meet ongoing expenses or debts that may accumulate. As of June 30, 2008, we had accumulated deficit of $1,042,542. We have debts (current liabilities) totaling $314,991, of which $292,678 was owed to Mr. Shu Keung Chui, Chief Executive Officer, Chief Financial Officer and controlling stockholder. The remaining accrued liabilities of $22,313 were accrued audit and accounting fees.

We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempts but are unable to complete an acquisition. Our cash requirements for the next twelve months are relatively modest, principally legal, accounting expenses and other expenses relating to making the filings required under the Exchange Act, which, if our business model remains the same in 2008 as it did in 2007, should not exceed $50,000 in the fiscal year ending December 31, 2008. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a business combination with one or more potential acquisitions could also amount to thousands of dollars.

Our current management has informally agreed to continue rendering services to us and to not demand compensation unless and until we complete an acquisition. The terms of any such payment will have to be negotiated with the principals of any business acquired. The existence and amounts of our debt may make it more difficult to complete, or prevent completion of, a desirable acquisition.

We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. Our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only.

Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatever that we will be able to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:

failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;

curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or

inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.

We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, Mr. Shu Keung Chui, assessed the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008. Based on our assessment, Mr. Chui determined that, as of June 30, 2008, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. LEGAL PROCEEDINGS.

From time to time, the Company has disputes that arise in the ordinary course of its business. Currently, there are no material legal proceedings to which the Company is a party to or to which any of its property is subject that will have a material adverse effect on the Company's financial condition.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the fiscal quarter ended June 30, 2008 that were not previously disclosed in a current report on Form 8-K that was filed during that period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders during the quarter ending June 30, 2008 that were not reported in a current report on Form 8-K.

ITEM 5. OTHER INFORMATION

We have no information to include that was required to be but was not disclosed in a report on Form 8-K during the period covered by this Form 10-Q.

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.

EXHIBITS

31	Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	BUSINESS DEVELOPMENT SOLUTIONS, INC.

Date: August 13, 2008	By: /s/ Shu Keung Chui
	Shu Keung Chui
	Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
31	Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.