Organization and Operations

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note 1 – Organization and Operations

Business Marketing Services, Inc.

Business Marketing Services, Inc., (“BMSV” or the “Company”), was incorporated under the laws of the State of Delaware on December 7, 2007.

The Company initially intended to publish and distribute 13 month calendars and wall planners for each industry group that the Company targeted and distribute them to members of the targeted industry or profession free of charge. The Company’s initial plan was to generate revenue solely through the sale of advertising space on the wall planners.  These wall planners would have been produced upon the sale of all the available advertising space.

Change of Control

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

On March 12, 2010, the Company acquired the source code and other software assets of gTrade, a company organized under the laws of Australia (“gTrade”) from Emil Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”) pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”) between the Company and the Sellers.  The Company intends to use the acquired source code to develop new marketing services for the Company.

Formation of Majority-Owned Subsidiary, Consulting Services to the Subsidiary and Call Options to Acquire Shares

Formation of Majority-Owned Subsidiary

On February 3, 2011, the Company entered into a Shareholders, Company Formation and Capital Increase Agreement (the “Company Formation Agreement”) between Smartlaunch A/S (“SL”), Rainmaking Holding 1 ApS (“RM”), Perfect Best International Ltd (“PBI”), and Hans Pandeya and formed Adcore, Aps (“Adcore”) under the laws of the kingdom of Denmark. Pursuant to the terms of the Company Formation Agreement, the Company, jointly with other parties, formed Adcore under the laws of Denmark as a jointly owned company with a nominal share capital of Denmark Krone (“DKK”) 81,000, of which 55.56% ownership belongs to Business Marketing Services, Inc.  Initial equity ownership of Adcore upon formation is as follows:

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

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

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

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

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

On February 25, 2011, BMSV bought 9,000 shares of Adcore from Smartlaunch Systems A/S for SEK 654,648 (equivalent to $101,816 based on the spot foreign currency exchange rate). On the Closing Date, under the terms and conditions of the STA, the Company purchased and Smartlaunch sold all of its rights, title and interest in shares of the common stock of Adcore Aps, a Danish corporation with offices at Kristen Bernikows Gade 6, 4. 1105 Copenhagen K, Denmark; company number: 32320465. The shares acquired by the Company equal 10% of the issued and outstanding common stock of Adcore Aps.

Consulting Services to the Majority-Owned Subsidiary

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

Call Options to Acquire Certain Shares from 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 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.