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

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-32433

BUSINESS DEVELOPMENT SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	84-1300072
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

c/o Suzhou EZTripMart Business Services Co., Ltd.
15/F, 200 Taicang Rd., Shanghai, 200020
People’s Republic of China
(Address of principal executive offices, Zip Code)

+86-21-6328-4904
(Registrant’s telephone number, including area code)

20/F, 200 Taicang Rd., Shanghai, 200020
People’s Republic of China
(Former name, former address and former fiscal year, if changed since last report)

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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [ X ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 13, 2010 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.00001 par value	16,110,147

BUSINESS DEVELOPMENT SOLUTIONS, INC.

Quarterly Report on FORM 10-Q
Three and Six Months Ended June 30, 2010

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements	ii
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II
OTHER INFORMATION
		13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	(Removed and Reserved)	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Business Development Solutions, Inc.

Condensed Consolidated Financial Statements (Unaudited)
For the three and six months ended
June 30, 2010 and 2009
(Stated in US dollars)

Business Development Solutions, Inc.
Condensed Consolidated Financial Statements (Unaudited)
For the three and six months ended June 30, 2010 and 2009

Index to Condensed Consolidated Financial Statements

	Pages
Condensed Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2010 and 2009 (Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (Unaudited)	F-4
Notes to Condensed Consolidated Financial Statements for the periods ended June 30, 2010 and 2009 (Unaudited)	F-5 – F-19

F-1

Business Development Solutions, Inc.
Condensed Consolidated Balance Sheets
As of June 30, 2010 and December 31, 2009

	*June 30,*	*December 31,*
	*2010*	*2009*
	*(Unaudited)*
ASSETS	*US$*	*US$*

Current assets
Cash and cash equivalents	47,469	46,092
Trade receivables, net (Note 3)	5,323,490	792,108
Other receivables, deposits and prepayment (Note 4)	653,066	1,015,438

Total current assets	6,024,025	1,853,638
Intangible assets, net (Note 5)	1,898,232	2,135,851
Property and equipment, net (Note 6)	416,212	448,259

Total assets	8,338,469	4,437,748

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Trade payables (Note 7)	213,348	138,992
Other payables and accruals (Note 8)	1,935,234	541,128
Amount due to the stockholder (Note 12(a))	2,408,246	2,193,922
Note payable to stockholder (Note 12(b))	101,500	101,500
Income tax payable	597,428	1,852

Total liabilities	5,255,756	2,977,394

Commitments and contingencies (Note 11)

Stockholders’ equity (deficit)
Preferred stock, US$0.00001 par value: Authorized 20,000,000 shares, none issued and outstanding	-	-
Common stock, US$0.00001 par value: Authorized 500,000,000 shares as of June 30, 2010 and December 31, 2009, issued and outstanding 16,110,147 shares as of June 30, 2010 and December 31, 2009	161	161
Additional paid-in capital	9,839	9,839
Accumulated other comprehensive income	55,017	27,685
Retained earnings (accumulated deficit)	336,600	(1,258,427	)

Total stockholders’ equity (deficit) of Business Development Solutions, Inc.	401,617	(1,220,742	)
Non-controlling interest in variable interest entity (Note 2)	2,681,096	2,681,096

Total equity	3,082,713	1,460,354

Total liabilities and equity	8,338,469	4,437,748

See accompanying notes to condensed consolidated financial statements.

F-2

Business Development Solutions, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and six months ended June 30, 2010 and 2009
(Unaudited)

	*Three months ended June 30,*				*Six months ended June 30,*
	*(Unaudited)*				*(Unaudited)*
	*2010*		*2009*		*2010*		*2009*
	*US$*		*US$*		*US$*		*US$*

Revenue, net	4,053,759		145,475		4,783,741		149,750

Operating expenses
Selling expenses	892,790		16,836		909,154		19,504
General and administrative expenses	841,654		600,163		1,667,283		777,234

Total operating expenses	1,734,444		616,999		2,576,437		796,738

Net operating income (loss)	2,319,315		(471,524	)	2,207,304		(646,988	)
Financial expenses	(6,481	)	(11,018	)	(9,568	)	(11,618	)
Other operating income	388		451		966		525

Income (loss) before income taxes	2,313,222		(482,091	)	2,198,702		(658,081	)
Income taxes (Note 9)	(603,675	)	-		(603,675	)	-

Net income (loss)	1,709,547		(482,091	)	1,595,027		(658,081	)

Other comprehensive income (loss)
Foreign currency translation adjustment	29,485		745		27,332		(2,046	)

Total comprehensive income (loss)	1,739,032		(481,346	)	1,622,359		(660,127	)

Earnings (loss) per share (Note 10)
Basic and diluted	0.11		(0.03	)	0.10		(0.04	)

Weighted average number of outstanding shares
Basic and diluted	16,110,147		16,110,147		16,110,147		15,181,458

See accompanying notes to condensed consolidated financial statements.

F-3

Business Development Solutions, Inc.
Condensed Consolidated Statement of Cash Flows
For the six months ended June 30, 2010 and 2009

	*Six months ended June 30,*
	*(Unaudited)*
	*2010*		*2009*
	*US$*		*US$*
Cash flows from operating activities
Net income (loss)	1,595,027		(658,081	)
Adjustments to reconcile net income (loss) to net cash flows used in operating activities :-
Depreciation and amortization	320,593		136,629
Changes in operating assets and liabilities :-
Trade receivables	(4,510,737	)	250,734
Other receivables, deposits and prepayment	435,800		(671,056	)
Trade payables	73,490		43,320
Other payables and accruals	1,317,894		626,786
Income tax payable	593,290		-

Net cash used in operating activities	(174,643	)	(271,668	)

Cash flows from investing activities
Payment for acquisition of property and equipment	(41,150	)	(460,956	)
Payment for acquisition of intangible assets	-		(27,326	)
Cash acquired from RTO	-		256
Cash from variable interest entity	-		318,004

Net cash used in investing activities	(41,150	)	(170,022	)

Cash flows from financing activities
Advance from a shareholder	217,071		27,456
Interest accrued on note payable to stockholder	-		2,030
Proceeds of short-term loan from financial institution	-		733,150

Net cash provided by financing activities	217,071		762,636

Effect of exchange rate changes on cash and cash equivalents	99		(262	)

Net increase in cash and cash equivalents	1,377		320,684

Cash and cash equivalents, beginning of period	46,092		27,715

Cash and cash equivalents, end of period	47,469		348,399

Supplemental cash flow information
Cash paid for income taxes	12,775		-
Cash paid for interest	-		-

Non-cash financing and investing transaction
Issue of 14,200,000 shares of common stock for RTO	-		142

See accompanying notes to condensed consolidated financial statements.

F-4

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

1.	Corporate information

	Business Development Solutions, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on January 28, 1987. On November 28, 2002, the Company effected its re-incorporation as a Delaware corporation by merging with its then wholly-owned subsidiary.

	Before the share exchange transaction as detailed below, the Company engaged in no business operations other than the acquisition of capital for general and administrative expenses.

	On March 30, 2009, the Company entered into and closed a share exchange agreement (the “Share Exchange Agreement”) with TripMart Holding Limited (“TripMart”), a British Virgin Islands company, and its shareholders, including the Company’s chairman and chief executive officer, Mr. Shu Keung Chui, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of TripMart in exchange for 14,200,000 shares of the Company’s common stock, par value $0.00001, which constituted 88.14% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

	The acquisition of TripMart was accounted for as a recapitalization effected by a share exchange, wherein TripMart is considered the acquirer for accounting and financial reporting purposes (the “RTO”). The Company’s assets and liabilities have been brought forward at their book value and no goodwill has been recognized. These financial statements, issued under the name of the Company, represent the continuation of the financial statements of TripMart.

	As a result of the RTO, the Company now owns all of the issued and outstanding capital stock of TripMart, which in turn owns 100% of the outstanding capital stock of TripMart Corporation Limited (“TripMart HK”), a company incorporated in the Hong Kong Special Administrative Region, which in turn owns 100% of the equity interest in Suzhou EZTripMart Business Services Co., Ltd. (“Suzhou TripMart”), a wholly foreign-owned enterprise established in the People’s Republic of China (the “PRC”). The Company becomes a provider of e-commerce travel services and technology in China, specializing in developing products and services, marketing strategies and business solutions for small and medium sized travel agents, and providing other travel related products and services.

	Current PRC laws and regulations impose substantial restrictions on foreign ownership of the air-ticketing, travel agency, and value-added telecommunications businesses in the PRC. Therefore, the Company conducts part of its operations through a series of contractual arrangements between Suzhou TripMart and Shanghai EZTripMart Travel Agency Co., Ltd (“Shanghai TripMart”), the variable interest entity of the Company, or VIE, which holds the licenses and approvals for conducting the air-ticketing, travel agency, and value-added telecommunications businesses in China. Shanghai TripMart was incorporated in Shanghai, China on February 12, 1999 as a travel agency offering comprehensive travel products and services. Details of the VIE arrangement are set forth in note 2 to the condensed consolidated financial statements.

F-5

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

2.	Summary of significant accounting policies

	Basis of preparation

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

	The interim results of operations are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2010. All financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented.

	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions include, but are not limited to, the valuation of trade and other receivables, property and equipment and intangible assets and the estimation on useful lives of property and equipment and intangible assets. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

	These condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2010.

	Basis of consolidation

	The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All significant inter-company balances and transactions between the Company, its subsidiaries and VIE have been eliminated upon consolidation.

	The Company adopted ASC 810, Consolidation, and considers Suzhou TripMart be the primary beneficiary of Shanghai TripMart by virtue of several contractual agreements entered into between Suzhou TripMart, Shanghai TripMart and the sole shareholder of Shanghai TripMart, Shanghai Junli Air Services Co., Ltd. (“Shanghai Junli”) on March 27, 2009. Accordingly, the financial statements of Shanghai TripMart were consolidated into the Company’s financial statements since March 27, 2009.

	Variable interest entities

	Suzhou TripMart entered into a Technical and Management Consulting Services Agreement, an Equity Pledge Agreement, an Intellectual Property Assignment and License Agreement (as amended and restated on August 1, 2009) and an Option Agreement with Shanghai TripMart and Shanghai Junli (collectively referred to herein as the "Commercial Agreements"), through which Suzhou TripMart conducts part of its businesses and has the exclusive right to acquire all the equity of Shanghai TripMart if and when permitted by PRC regulations.

F-6

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

2.	Summary of significant accounting policies (continued)

	Variable interest entities (continued)

	Suzhou TripMart has also entered into a Proxy Agreement with Shanghai TripMart and Shanghai Junli. Through this control arrangement, the Company has Shanghai Junli’s proxy to vote on matters on which Shanghai Junli is entitled to vote, including election of directors.

	The Company believes that the terms of these agreements are no less favorable than the terms that the Company could obtain from disinterested third parties and the Company’s conduct of business through the Commercial Agreements complies with existing PRC laws, rules and regulations.

	The principal terms of these contractual arrangements are described below.

	Technical and Management Consulting Services Agreement

	Pursuant to a technical and management consulting services agreement dated March 27, 2009 (the “Services Agreement”) between Suzhou TripMart, Shanghai TripMart and Shanghai Junli, Shanghai TripMart has agreed to engage Suzhou TripMart as Shanghai TripMart’s exclusive provider of certain technical, management consulting and related services.

	In consideration for the services, Shanghai TripMart agreed to pay Suzhou TripMart a service fee each calendar quarter, equal to 50% of Shanghai TripMart’s net profit (as defined in the Services Agreement) for the quarter; provided however, that no such service fee is payable until and unless the net profit is first applied to reduce any operating losses of Shanghai TripMart carried over from previous quarters.

	Equity Pledge Agreement

	Pursuant to an equity pledge agreement dated March 27, 2009 (the “Pledge Agreement”) between Suzhou TripMart, Shanghai TripMart and Shanghai Junli, Shanghai Junli pledged its equity interests in Shanghai TripMart as a guarantee for Shanghai TripMart’s payment to Suzhou TripMart of services fees due and payable under the Services Agreement, the fulfillment of Shanghai TripMart’s obligations under the IP Assignment and License Agreement and the Option Agreement described below.

	Intellectual Property Assignment and License Agreement

	Pursuant to an intellectual property assignment and license agreement dated March 27, 2009 (as amended and restated on August 1, 2009, the “IP Assignment and License Agreement”) between Suzhou TripMart and Shanghai TripMart, Suzhou TripMart has assigned to Shanghai TripMart without a grant fee, certain trademarks and domain names relating to the operation of the Company’s websites, as required for Shanghai TripMart to maintain its license to operate as a value-added telecommunications service provider, and have granted Shanghai TripMart a license to use Suzhou TripMart’s intellectual property, including the proprietary software supporting the Company’s websites, in exchange for a monthly royalty of the greater of (i) 5% of revenue of Shanghai TripMart or (ii) RMB10,000. Under the IP Assignment and License Agreement, Shanghai TripMart granted back to Suzhou TripMart an exclusive (except as to Shanghai TripMart), royalty-free, transferrable, irrevocable, worldwide license to use the assigned marks in Suzhou TripMart’s business, with the right to sublicense, to the extent not contrary to applicable PRC laws, Shanghai TripMart’s ownership of the assigned marks during the term of the agreement.

F-7

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

2.	Summary of significant accounting policies (continued)

	Variable interest entities (continued)

	Option Agreement

	Pursuant to an option agreement dated March 27, 2009 (the “Option Agreement”) between Suzhou TripMart, Shanghai TripMart and Shanghai Junli, Shanghai Junli granted Suzhou TripMart an exclusive, irrevocable option to purchase all or part of its equity interests in, or all or part of the assets of, Shanghai TripMart, or the Interests, to the extent permitted by the then-effective PRC laws and regulations. The option may be exercised by Suzhou TripMart and/or any other person Suzhou TripMart designates. The Company intends to exercise such option at such time that applicable PRC laws and regulations removes restrictions on foreign ownership of air-ticketing, travel agencies, and value-added telecommunications businesses in China. The Option Agreement will terminate after all the Interests have been effectively transferred to Suzhou TripMart, or by Suzhou TripMart’s election with or without cause upon 30 days’ prior written notice to the other parties.

	Proxy Agreement

	The Company’s control arrangement with Shanghai TripMart and Shanghai Junli is pursuant to a proxy agreement dated March 27, 2009 (the “Proxy Agreement”) between Suzhou TripMart, Shanghai TripMart and Shanghai Junli, Shanghai Junli has irrevocably appointed a PRC individual designated by Suzhou TripMart as Shanghai Junli’s proxy and attorney-in-fact, to vote on Shanghai Junli’s behalf on all matters it is entitled to vote on at every stockholders’ meeting, and to exercise Shanghai Junli’s shareholder rights. The proxy is also entitled to elect a majority of Shanghai TripMart’s directors. The term of the Proxy Agreement continues until terminated pursuant to the parties’ mutual agreement or the expiration of the term of commercial arrangement with Shanghai TripMart.

	As a result of these contractual arrangements, which enable the Company to substantially control Shanghai TripMart, the Company has consolidated Shanghai TripMart’s historical financial results in these financial statements commencing from the effective dates of the Commercial Agreements as a variable interest entity pursuant to U.S. GAAP. The Company did not recognize any gain or loss on the initial consolidation of Shanghai TripMart. Creditors of Shanghai TripMart do not have recourse to the Company’s general credit.

	The following is a summary of certain financial data of Shanghai TripMart :-

Three months ended June 30,

Six months ended June 30,

2010

2009

2010

2009

(Unaudited)

US$

Revenue

3,844,137

145,475

4,365,801

251,041

Net income (loss)

519,937

(136,470

)

482,929

(317,970

)

As of

June 30,

December 31,

(Unaudited)

2010

2009

US$

Total assets

3,650,294

2,610,826

Total liabilities

809,460

264,627

F-8

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

2.	Summary of significant accounting policies (continued)

	Concentrations of credit risk

	During the current reporting period, no customer contributed 10% or more to the Company’s gross revenue from the travel agency provision businesses. The Company’s entire service fees for management consulting and technical services were received from Shanghai Junli.

	Noncontrolling interest in variable interest entity

	Noncontrolling interest in variable interest entity in the condensed consolidated balance sheets represents the total net asset value of the VIE, Shanghai TripMart, as of March 27, 2009.

	Revenue recognition

	The Company's revenues (net of sales tax) for the six months ended June 30, 2010 are derived from the travel and technical services and include (i) revenue reported at the difference between the selling price and the cost of the hotel rooms and tour packages of US$5,674; (ii) commission from booking air and train tickets of US$58,099; (iii) transaction fee (net of third-party payment transaction charges) for air tickets sold on the Company’s online travel agency marketplace of US$67,099; and (iv) service fees for management consulting and technical services of US$410,624 and US$4,242,245, respectively, in accordance with the terms of the relevant management consulting and technical services agreements. The Company recognizes such revenues if and when the customer’s non-refundable offer is fulfilled, air-ticketing is transacted on the Company’s online ticketing platform or the management consulting and technical services are rendered in accordance with the terms of the relevant management consulting and technical services agreements.

	The Company's revenues (net of sales tax) for the six months ended June 30, 2009 are derived from the travel agency businesses and include (i) revenue reported at the difference between the selling price and the cost of the hotel rooms and tour packages of US$10,256; and (ii) commission from booking air and train tickets of US$112,153; and (iii) transaction fee (net of third-party payment transaction charges) for air tickets sold on the Company’s online travel agency marketplace of US$27,341. The Company recognizes such revenues if and when the customer’s non-refundable offer is fulfilled or air-ticketing is transacted on the Company’s online ticketing platform.

Recently issued accounting pronouncements

In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements,” or ASU 2009-13. ASU 2009-13 requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third party evidence of value is not available. ASU 2009-13 is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The adoption of ASU 2009-13 is not expected to have a material effect on the Company’s financial statements.

F-9

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

2.	Summary of significant accounting policies (continued)

	Recently issued accounting pronouncements (continued)

	The FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends ASC Topic 820 to require the following additional disclosures regarding fair value measurements: (i) the amounts of transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) reasons for any transfers in or out of Level 3 of the fair value hierarchy and (iii) the inclusion of information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements. ASU 2010-06 also amends ASC Topic 820 to clarify existing disclosure requirements, requiring fair value disclosures by class of assets and liabilities rather than by major category and the disclosure of valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 assets and liabilities. With the exception of disclosures relating to purchases, sales, issuances and settlements of recurring Level 3 measurements, ASU No. 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The disclosure requirements related to purchases, sales, issuances and settlements of recurring Level 3 measurements will be effective for financial statements for annual reporting periods beginning after December 15, 2010. The adoption of this ASU has no material impact on the Company’s financial statements.

	In April, 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force or ASU 2010-13. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company is currently evaluating the impact of the adoption of ASU 2010-13 on its financial statements.

F-10

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

3.	Trade receivables, net

	*June 30,*		*December 31,*
	*2010*		*2009*
	*(Unaudited)*
	*US$*		*US$*

General customers	9,631		401,583
Amount due from Shanghai Junli	5,318,360		395,007

	5,327,991		796,590
Allowance for doubtful accounts	(4,501	)	(4,482	)

	5,323,490		792,108

An analysis of the movements in allowance for doubtful accounts during the three and six months ended June 30, 2010 and 2009 is as follows:

Three months ended

Six months ended

June 30,

2010

2009

2010

2009

(Unaudited)

US$

Balance at beginning of period

4,483

4,482

Translation adjustments

Balance at end of period

4,501

4.	Other receivables, deposits and prepayments

	*June 30,*	*December 31,*
	*2010*	*2009*
	*(Unaudited)*
	*US$*	*US$*

Others receivable	1,396	-
Deposits and prepayment	76,834	59,628
Amount due from Shanghai Junli	574,521	953,440
Amount due from sole shareholder of Shanghai Junli	-	2,254
Advances to staff	315	116

	653,066	1,015,438

The amount due from Shanghai Junli is interest-free, unsecured and repayable on demand.

F-11

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

5.	Intangible assets

	*June 30,*		*December 31,*
	*2010*		*2009*
	*(Unaudited)*
	*US$*		*US$*
Costs:
Patents, trademarks and domain name	27,393		27,278
Website development cost	84,731		84,377
B2B e-commerce travel services systems	2,353,788		2,343,942

	2,465,912		2,455,597
Accumulated amortization	(567,680	)	(319,746	)

Net book value	1,898,232		2,135,851

The amortization charges for the six months ended June 30, 2010 and 2009 were US$245,648 and US$78,443, respectively.

6.	Property and equipment

	*June 30,*		*December 31,*
	*2010*		*2009*
	*(Unaudited)*
	*US$*		*US$*
Costs:
Office equipment	114,897		114,416
Computer hardware	229,851		187,764
Motor vehicles	252,716		251,658

	597,464		553,838
Accumulated depreciation	(181,252	)	(105,579	)

Net book value	416,212		448,259

The depreciation charge for the six months ended June 30, 2010 and 2009 were US$74,945 and US$58,186, respectively.

F-12

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

7.	Trade payables

	*June 30,*	*December 31,*
	*2010*	*2009*
	*(Unaudited)*
	*US$*	*US$*

General suppliers	880	10,070
Amount due to Shanghai Junli	212,468	128,922

	213,348	138,992

8.	Other payables and accruals

	*June 30,*	*December 31,*
	*2010*	*2009*
	*(Unaudited)*
	*US$*	*US$*

Accrued audit fee	20,645	45,161
Other payables	943,267	17,603
Other tax payable	346,610	39,814
Amount due to sole stockholder of Shanghai Junli	252,121	86,496
Accrued expense	168,423	197,174
Accrued salaries	204,168	154,880

	1,935,234	541,128

The amount due to sole stockholder of Shanghai Junli is interest-free, unsecured and repayable on demand.

9.	Income taxes

United States

The Company is subject to the United States of America Tax law at tax rate of 34%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.

The Company has not recognized a deferred tax liability for the undistributed earnings of its non-U.S. subsidiaries as of June 30, 2010, because the Company currently does not expect those unremitted earnings to reverse and become taxable to the Company in the foreseeable future. A deferred tax liability will be recognized when the Company no longer plans to permanently reinvest undistributed earnings. Calculation of related unrecognized deferred tax liability is not practicable.

British Virgin Islands

TripMart Holding was incorporated in British Virgin Islands (“BVI”) and, under the current laws of the BVI, is not subject to income taxes.

F-13

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

9.	Income taxes (continued)

	Hong Kong

	TripMart HK is subject to Hong Kong profits tax at the rate of 16.5%. No provision for Hong Kong profits tax has been made as TripMart HK had no taxable income during the reporting periods.

	PRC

	Suzhou TripMart and Shanghai TripMart are subject to PRC enterprise income tax at the rate of 25%. For the six months ended June 30, 2010, there was a provision for income tax of US$603,675 as Suzhou TripMart and Shanghai TripMart incurred taxable income during that period.

	In July 2006, the FASB issued ASC 740-10-25 (previously Interpretation No. 48 “Accounting for Uncertainty in Income Taxes”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The Company adopted this ASC 740-10-25 on January 1, 2007. Under the new Corporate Income Tax ("CIT") Law which became effective on January 1, 2008, the Company may be deemed to be a resident enterprise by the PRC tax authorities. If the Company was deemed to be resident enterprise, the Company may be subject to the CIT at 25% on the worldwide taxable income and dividends paid from PRC subsidiaries to their overseas holding companies may be exempted from 10% PRC withholding tax. Except for certain immaterial interest income from bank deposits placed with financial institutions outside the PRC, all of the Company’s income is generated from the PRC operation. Given the immaterial amount of income generated from outside the PRC and the PRC subsidiaries do not intend to pay dividends for the foreseeable future, the management considers that the impact arising from resident enterprise on the Company’s financial position is not significant. The management evaluated the Company’s overall tax positions and considered that no provision for uncertainty in income taxes is necessary as of June 30, 2010.

10.	Earnings (loss) per share

	The basic and diluted earnings (loss) per share is calculated using the net income (loss) and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the RTO.

	The Company had no dilutive instruments during or as of the end of the reporting periods.

F-14

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

11.	Commitments and contingencies

	The Company entered into a non-cancelable agreement with a service provider in relation to the utilization of the service provider’s technology as part of the Company’s software. The agreement will expire in 2011 and the expected balance of payment as of June 30, 2010 and 2009 was US$57,041 and US$109,875 in total respectively.

	The future minimum contractual payments under these agreements are as follow:-

	Year ending December 31,		*US$*
	2010		26,327
	2011		30,714

			57,041

The Company leases office premises under two non-cancelable operating lease agreements that will expire in 2017. The minimum future lease payments under these operating lease agreements as of June 30, 2010 were US$3,085,753. Rental expenses under these operating leases were US$176,867 and US$81,793 for the six months ended June 30, 2010 and 2009, respectively.

The future minimum lease payments under these agreements are as follows :-

	Year ending December 31,		*US$*
	2010		176,594
	2011		367,808
	2012		386,199
	2013		405,509
	2014		425,785
	After 2014		1,323,858

			3,085,753

12.	Related party transactions

	(a)	Mr. Shu Keung Chui, the controlling stockholder and Chief Executive Officer of the Company, from time to time paid legal and other expenses on behalf of the Company, including accrued interest of promissory note stated in Note 12(b), and provided funds to the Company for capital contribution to and acquisition of equity of Suzhou TripMart in 2008. Total expenses paid on behalf of the Company and funds advanced to the Company were US$2,408,246 as of June 30, 2010 and are repayable to Mr. Chui as an unsecured and non-interest bearing demand advances.

	(b)	Prior to November 2004, Bestway Coach Express, Inc. (“Bestway”) was the Company’s then controlling stockholder. On November 19, 2004, Mr. Chui acquired all of the outstanding capital stock held by Bestway. In connection with that acquisition transaction, Mr. Chui took assignment of all of Bestway's right, title and interest under a promissory note in the principal amount of US$101,500 dated April 23, 2002 made by the Company 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 payments had been made under the note.

F-15

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

12.	Related party transactions (cont’d)

	(b)	(cont’d)

		On November 16, 2009, Mr. Shu Keung Chui and the Company entered into an amendment to a certain promissory note dated April 23, 2002 made by the Company in the principal amount of US$101,500 (the “Amendment”), such that effective as of December 1, 2009, the note is non-interest-bearing and is due and payable within 30 days of demand, provided that note shall become immediately due and payable in the event of a change in control of the Company.

	(c)	Pursuant to a Management Consulting Services Agreement between Suzhou TripMart and Shanghai Junli dated August 1, 2009, Suzhou TripMart provides to Shanghai Junli certain management consulting and related services in exchange for a service fee at the monthly rate of RMB500,000, which rate may be adjusted by the parties from time to time, as appropriate, based on the periodic joint review of Shanghai Junli’s historic, present and prospective business volume. For the six months ended June 30, 2010, the service fee for management consulting service rendered was US$438,934.

		Pursuant to a Technical Services Agreement between Shanghai TripMart and Shanghai Junli dated August 1, 2009, Shanghai TripMart provides to Shanghai Junli certain technical and related services in exchange for a monthly service fee calculated based on Shanghai Junli’s ticketing volume of such month at the rates of RMB6 per domestic air ticket and RMB22 per international air ticket, which rates may be adjusted by the parties from time to time, as appropriate, based on the periodic joint review of Shanghai Junli’s historic, present and prospective ticketing volume. For the six months ended June 30, 2010, the service fee for technical service rendered was US$4,463,936.

		In connection with the provision of technical services to Shanghai Junli, Shanghai TripMart and Shanghai Junli mutually agreed that Shanghai TripMart would pay Shanghai Junli 20% of the service fee for technical service received from Shanghai Junli as advertising and promotion fee. For the six months ended June 30, 2010, the advertising and promotion fee accrued was US$892,787.

	(d)	Apart from the balances with Shanghai Junli and its sole stockholder (Notes 3, 4, 7 and 8), balances with the Company’s stockholder and transactions with Shanghai Junli as described above, the Company sourced the air tickets of US$3,306,435 and nil from Shanghai Junli during the six months ended June 30, 2010 and 2009, respectively.

13.	Segment information

	The Company uses the "management approach" in determining reporting operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company operates in two segments and in the PRC only. It has two reported segments as defined in ASC 280 Segment Reporting, formerly SFAS 131 "Disclosures about Segments of an Enterprise and Related Information".

	The Company’s long-lived assets are all located in the PRC.

F-16

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

13.

Segment information (cont’d)

	Management consulting and
	technical services		Travel agency services				Total
	*Six months ended June 30,*		*Six months ended June 30,*				*Six months ended June 30,*
	2010	2009	2010		2009		2010	2009
	(Unaudited)	(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)
	US$	US$	US$		US$		US$	US$
Revenue, net from external customers	4,652,869	-	130,872		149,750		4,783,741	149,750
Segment profit (loss)	3,118,201	-	(715,069	)	(608,084	)	2,403,132	(608,084	)

	Management consulting and
	technical services		Travel agency services				Total
	*Three months ended*		*Three months ended*				*Three months ended*
	*June* *30,*		*June 30,*				*June 30,*
	2010	2009	2010		2009		2010	2009
	(Unaudited)	(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)
	US$	US$	US$		US$		US$	US$
Revenue, net from external customers	4,064,926	-	(11,167	)	145,475		4,053,759	145,475
Segment profit (loss)	2,794,169	-	(404,966	)	(432,266	)	2,389,203	(432,266	)

Management consulting and

technical services

Travel agency services

Total

June 30,

December 31,

June 30,

December 31,

June 30,

December 31,

2010

2009

2010

2009

2010

2009

(Unaudited)

US$

Segment assets

6,395,648

1,346,302

1,938,761

3,085,567

8,334,409

4,431,869

A reconciliation is provided for unallocated amounts relating to corporate operations which is not included in the segment information.

	*Three months ended June 30*				*Six months ended June 30,*
	*2010*		*2009*		*2010*		*2009*
	*(Unaudited)*		*(Unaudited)*		*(Unaudited)*		*(Unaudited)*
	*US$*		*US$*		*US$*		*US$*

Total consolidated revenue, net	4,053,759		145,475		4,783,741		149,750

Total income (loss) for reportable segments	2,389,203		(432,266	)	2,403,132		(608,084	)
Unallocated amounts related to operations:
Interest income	236		-		236		-
Other (expense) income	(251	)	-		281		-
Other finance costs	(439	)	-		(856	)	-
Depreciation	(136	)	-		(272	)	-
General and administrative expenses	(75,391	)	(49,825	)	(203,819	)	(49,997	)

Income (loss) before income taxes	2,313,222		(482,091	)	2,198,702		(658,081	)

F-17

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

13.

Segment information (cont’d)

	*June 30,*	*December 31,*
	*2010*	*2009*
	*(Unaudited)*
	*US$*	*US$*
Assets

Total asset for reportable segments	8,334,409	4,431,869
Cash and cash equivalents	3,064	4,610
Property and equipment, net	996	1,269

	8,338,469	4,437,748

14.	Equity Based Compensation

	The Company’s board of directors has terminated the Company’s 2002 Stock Plan and 2002 Employee Stock Compensation Plan, effective as of August 14, 2009, and adopted the 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan is effective as of August 14, 2009, subject to approval by the Company’s stockholders at any time before August 14, 2010. The Company’s controlling stockholder approved the 2009 Plan on August 13, 2010.

	The 2009 Plan permits grant of non-qualified and incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and stock grants to employees, directors and consultants of the Company or of any of the Company’s related entities, which include the Company’s subsidiaries or any entities which are not subsidiaries but any entity in which the Company has a direct or indirect significant interest.

	The 2009 Plan provides that the administrator will determine the type of the award, the fair market value of our stock pertaining to the award, and the terms and conditions of an award, including the contingency upon continued employment with the Company, the passage of time, or such performance or vesting criteria as it deems appropriate. Under the 2009 Plan, ISOs must be granted at exercise prices no less than fair market value on the date of grant, except for ISOs granted to employees who own more than 10% of the Company’s combined voting power, for which the exercise prices must be no less than 110% of the fair market value at the date of grant. NSOs and SARs must be granted at no less than fair market value on the date of grant. Non-vested stock awards may be granted for such consideration in cash, other property or services, or a combination thereof, as determined by the Company’s plan administrator. All stock-based awards are exercisable upon vesting.

	The Company has reserved an aggregate of 4,000,000 shares of the Company’s common stock for issuance under the 2009 Plan. As of June 30, 2010, no awards have been granted.

F-18

Business Development Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
For the periods ended June 30, 2010 and 2009
(Unaudited)

15.	Subsequent events

	Reincorporation

	On August 12, 2010, the Company’s Board of Directors approved a change in the State of incorporation of the Company from Delaware to Nevada by merging the Company with and into a newly formed Nevada subsidiary. On August 13, 2010, the Company’s stockholders approved the Reincorporation. The Reincorporation will be effective after the filing of a definitive information statement with the SEC and upon the filing of a certificate of merger with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of State of Nevada.

	Approval of the 2009 Equity Incentive Plan

	On August 13, 2010, the Company’s controlling stockholder approved the 2009 Equity Incentive Plan.

	Apart from the aforementioned, the Company has evaluated its other activities through the date these condensed consolidated financial statements were issued and has concluded that there were no other material recognizable nor subsequent events or transactions that would require recognition or disclosure in the condensed consolidated financial statements.

F-19

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those anticipated include risks related to our ability to overcome competition in our market; the impact that a downturn or negative changes in the travel industry could have on our business and profitability; our ability to simultaneously fund the implementation of our business plan and invest in new projects; economic, political, regulatory, legal and foreign exchange risks associated with international expansion; the loss of key members of our senior management; or any of the factors and risks mentioned in the “Risk Factors” sections of our Annual Report on Form 10-K filed on March 31, 2010 with the Securities and Exchange Commission, or SEC. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

Use of Terms

Except as otherwise indicated by the context, all references in this Quarterly Report to (i) the “Company,” “we,” “us,” “our,” “Business Development Solutions” and “BDS” are to the combined business of Business Development Solutions, Inc., and its wholly owned subsidiary, TripMart Holding Limited, a BVI company, or TripMart, TripMart’s wholly owned subsidiary, TripMart Corporation Limited, a Hong Kong company, or TripMart HK, and TripMart HK’s wholly owned PRC subsidiary, Suzhou EZTripMart Business Services Co., Ltd., or Suzhou TripMart, and, in the context of describing our operations and consolidated financial information, also include our variable interest entity, or VIE, Shanghai EZTripMart Travel Agency Co., Ltd., or Shanghai TripMart (in which we have no ownership interest); (ii) “Securities Act” are to the Securities Act of 1933, as amended; (iii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; (iv) “RMB” are to Renminbi, the legal currency of China; (v) “U.S. dollar,” “$” and “US$” are to the legal currency of the United States; (vi) “HKD” are to the legal currency of the Hong Kong Special Administrative Region of China; (vii) “BVI” are to the British Virgin Islands; and (viii) “China” and “PRC” are to the People’s Republic of China.

Overview of Our Business

We are a holding company that operates through our indirect wholly owned subsidiary, Suzhou TripMart, a leading B2B e-commerce travel services company in China, specializing in developing products and services, marketing strategies and business solutions and for small and medium sized, or SME, travel agents. We also provide travel management services and products to corporate clients throughout China, as well as online travel products and services to the emerging class or free independent travelers or FITs.

Currently PRC law imposes substantial restrictions on foreign ownership of the air-ticketing, travel agency, and value-added telecommunications business in the PRC. Therefore, we conduct part of our operations through a series of contractual arrangements between Suzhou TripMart and Shanghai TripMart, our VIE that holds the licenses and approval for conducting travel products and services and value-added telecommunications business in China. For further information regarding the agreements and arrangements among us, Suzhou TripMart, Shanghai TripMart and Shanghai TripMart’s parent company, Shanghai Junli Air Service Co., Ltd., or Shanghai Junli, see our Current Report on Form 8-K filed on March 30, 2009 and our Current Report on Form 8-K filed on August 4, 2009.

- 1 -

We conduct our business primarily through our websites www.zuwin.cn and www.eztripmart.com. Our travel agency marketplace at www.zuwin.cn provides for a neutral medium for air-ticketing agencies across China to post their air ticket inventory and price information online and conduct ticketing on a real-time basis. Travel agencies can browse through real-time listings of available air ticket inventory across China, which enables them to obtain favorable prices for their customers which would not be otherwise available, and maximize their efficiency and profitability. Since the launch of the trial run of the domestic air ticket marketplace in October 2008, we have experienced significant growth in our supplier and user base. We officially rolled out our air ticket marketplace for both domestic and international ticketing in March 2009 and expect to become a dominant player in the B2B e-commerce platform for air ticket sales in China in terms of ticketing volume and revenue.

We provide organizations and free independent traveler, or FITs, in China a range of travel products and services, including travel planning, hotel reservations, air-ticketing, rental car bookings and conference services. We offer our services to users and clients through an advanced transaction and service platform consisting of centralized toll-free customer service center and websites.

We believe our approach is unique in the market because we have pioneered and combined innovative technologies to deliver what we believe to be the most comprehensive e-commerce solution in a traditionally inefficient and highly fragmented travel industry – one that, when considered as a whole, is competitively differentiated by its capabilities and feature set.

We will endeavor to sustain the long-term growth of our businesses and enhance our current solutions through technological innovation, selective and strategic acquisition of technology, talent and/or companies, and through a commitment to excellence in customer service. We expect to continue to make strategic investments in research and development of existing and new products. We believe that delivering innovative and high-value solutions is the key to meeting customer and partner needs and achieving our future growth.

Recent Developments

On August 12, 2010, our Board of Directors approved a change in the state of incorporation of the Company from Delaware to Nevada by merging the Company with and into the Company’s newly formed Nevada subsidiary of the same name. On August 13, 2010, our Chairman and Chief Executive Officer, Shu Keung Chui, being the record holder of 12,730,934 shares of our Common Stock, constituting 79.02% of our issued and outstanding shares of Common Stock approved in writing the Business Development Solutions, Inc. 2009 Equity Incentive Plan which was adopted by our Board of Directors on August 14, 2009 and the Company’s reincorporation to Nevada. The reincorporation will be effective after the filing of a definitive information statement with the SEC and upon the filing on or about September 15, 2010 of a certificate of merger with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of Nevada.

Second Quarter Financial Performance Highlights

Following are some financial highlights for the second quarter of 2010.

Net Revenues: Our net revenues were $4,053,759 and $4,783,741 for the three and six months ended June 30, 2010, respectively, an increase from $145,475 and $149,750 for the same periods in 2009, respectively.
Net Income/Loss: Net income was $1,709,547 and $1,595,027 for the three and six months ended June 30, 2010, respectively, as compared to net loss of $482,091 and $658,081 for the same periods in 2009, respectively.
Basic and diluted net income/loss per share: Basic and diluted net income per share was $0.11 and $0.10 for the three and six months ended June 30, 2010, respectively, as compared to basic and diluted net loss per share of $0.03 and $0.04 for the same periods in 2009, respectively.

- 2 -

Principal Factors Affecting our Financial Performance

Global and Chinese Economic Environment and Demand for Travel Services

We expect that our financial results will continue to be affected by the overall growth rate of the economy and demand for travel services in China and the rest of the world. According to a 2009 report published by the National Bureau of Statistics of China, or NBSC, the gross domestic product, or GDP, of China grew from RMB11.7 trillion (approximately US$1.4 trillion) in 2003 to RMB33.5 trillion (approximately US$4.92 trillion) in 2009, representing a compound annual growth rate of approximately 10%. This growth led to a significant increase in the demand for travel services, and according to the National Economic and Social Development Statistics Bulletin 2009 published by NBSC, domestic tourism spending grew from RMB344.2 billion (US$41.6 billion) in 2003 to RMB1,018.4 billion (US$150.4 billion) in 2009, representing a compound annual growth of 19.8% .

However, while we expect the overall demand for travel services in China to continue to increase in the foreseeable future as the economy in China continues to grow, the recent global financial crisis and economic slow-down could have a material and adverse effect on the travel industry in China, which in turn would cause a negative effect on our business. The recent global credit crunch is impacting travel spending in China. According to the National Economic and Social Development Statistics Bulletin 2009 published by NBSC, the number of inbound tourists in China and inbound tourism spending decreased by approximately 2.7% and 2.9%, respectively, in 2009 as compared to 2008, while the number of outbound tourists in China and outbound tourism spending increased by approximately 11.1% and 16.4%, respectively, in 2009 as compared to 2008 due to the strength of the Chinese economy and its currency. The domestic and global economic uncertainties have led companies to increasingly rely on professional business travel management solutions to reduce travel spending, and consumers increasingly rely on the efficiency and transparency of the internet to find value when booking travel services and products and demand a higher quality of services. We expect that in the current economic environment, our operating results will increasingly depend on how well we capitalize on the efficiency of our online platforms and the quality of our services.

Seasonality in the Travel Service Industry

The travel service industry is characterized by seasonal fluctuations and accordingly our revenues may vary from quarter to quarter. To date, the revenues generated during the summer season of each year generally are higher than those generated during the winter season, mainly because the summer season coincides with the peak business and leisure travel season, while the winter season of each year includes the Chinese New Year holiday, during which our customers reduce their business activities. These seasonality trends are difficult to discern in our historical results because our revenues have grown substantially since inception. However, our future results may be affected by seasonal fluctuations in the use of our services by our customers.

Disruptions in the Travel Industry

Travelers tend to modify their travel plans based on the occurrence of events such as:

the outbreak of avian or swine influenza, severe acute respiratory syndrome, or SARS, or any other serious contagious diseases;
increased prices in the hotel, airline or other travel-related industries;
increased occurrence of travel-related accidents;
natural disasters or poor weather conditions;
terrorist attacks or threats of terrorist attacks or war; or
general economic downturns.

During the period from March 2003 through June 2003, the economies of several countries in Asia, including China, were severely affected by the outbreak of SARS. The travel services industry during that period was also adversely affected. From time to time, there have been reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. Since May 2009, there have been a significant number of confirmed human cases of swine flu in China, including at least one death. If there is a recurrence of an outbreak of SARS, a worsening of the swine flu outbreak or any similar outbreak of other contagious diseases such as avian flu, it may adversely affect the travel industry and have a material and adverse effect on our business and operating results.

- 3 -

Product Offering and Pricing

Currently, our revenues are generated predominantly through our provision of travel-related technical and management services and, to a lesser extent, our online travel agent marketplace and sales of travel products and services. As we do not pre-purchase the products and services being sold, we do not carry an inventory risk and our risk of loss due to obligations for cancelled hotel and airline ticket reservations is minimal.

Since the launch of our domestic air ticket marketplace in October 2008, we have experienced significant growth in our user base. In March 2009, we officially launched our travel agent marketplace with both domestic and international ticketing capabilities and expect to become a dominant player in B2B e-commerce platform for air ticket sales in China in terms of ticketing volume and revenue. As our user base and transaction volume on our marketplace continue to grow, revenues generated from our travel agency marketplace are expected to surpass those from our travel related services. Currently, we allow our users to search, find, communicate and conduct business with air ticket suppliers in our marketplace free of charge. When an air ticket is issued, we then charge a fee that is a fixed rate based on the amount of that transaction. We are monitoring the growth of our user base, transaction volume and overall market acceptability of our travel agency marketplace, and will review and evaluate our pricing structure and may make adjustments as appropriate to maximize our profitability.

Taxation

United States, British Virgin Islands and Hong Kong

We are subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as we have no income taxable in the United States. TripMart was incorporated in the BVI and under the current laws of the BVI, is not subject to income taxes. TripMart HK was incorporated in Hong Kong and under the current laws of Hong Kong, is subject to a Profits Tax of 16.5% . No provision for Hong Kong Profits Tax has been made as TripMart HK has no taxable income.

China

Before the implementation of the current Enterprise Income Tax Law, or EIT Law, described below, Foreign Invested Enterprises, or FIEs, established in the PRC were generally subject to an enterprise income tax rate of 33.0%, which includes a 30.0% state income tax and a 3.0% local income tax. On March 16, 2007, the National People’s Congress of China passed a new Enterprise Income Tax Law, which together with its implementing rules took effect on January 1, 2008. The EIT Law imposes a unified EIT rate of 25.0% on all domestic-invested enterprises and FIEs, unless they qualify under certain limited exceptions. Therefore, nearly all FIEs are subject to the new tax rate alongside other domestic businesses rather than benefiting from the old FIE tax laws, and its associated preferential tax treatments, beginning January 1, 2008.

Under the EIT Law, companies designated as High- and New-Technology Enterprises may enjoy a reduced national enterprise income tax of 15%. We plan to apply for High- and New-Technology Enterprise designation for Suzhou TripMart. However, there can be no assurance that Suzhou TripMart will qualify as a High- and New-Technology Enterprise.

In addition to the new unified enterprise income tax rate, the EIT Law and its implementing rules generally provides that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. Suzhou TripMart is considered an FIE and is directly held by our subsidiary in Hong Kong. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to a company in Hong Kong who directly holds at least 25% of the equity interests in the FIE will be subject to a no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to TripMart by Suzhou TripMart, but this treatment will depend on our status as a nonresident enterprise.

- 4 -

Substantially all of our income may be derived from consulting and other fees paid to us by Shanghai TripMart, our VIE, and Shanghai Junli. The consulting and other fees paid to us by Shanghai TripMart and Shanghai Junli are subject to business tax and related surcharges at the applicable rate of 5.5% .

In addition to the changes to the current tax structure, under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to an EIT of 25% on its global income. The EIT implementing rules define the term “de facto management bodies” as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the EIT Law and its implementation with respect to non-Chinese enterprise or group controlled offshore entities. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operation reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) ½ of directors with voting rights or senior management often reside in China. Such resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. However, detailed measures on imposition of tax on non-domestically incorporated resident enterprises are not yet available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

Although we are a non-Chinese group controlled offshore entity, we may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax (under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, dividends from our PRC subsidiary paid to us through our Hong Kong subsidiary will be subject to a withholding tax at a rate of 5%), as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 5% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our shares. We are actively monitoring the possibility of “resident enterprise” treatment and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred. Our management carefully monitors these legal developments and will timely adjust our effective income tax rate when necessary.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2010 and June 30, 2009

The following table sets forth key components of our results of operations and the respective percentage changes from period-to-period.

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		Three Months Ended								Six Months Ended
		June 30,								June 30,
							Percent								Percent
							Increase								Increase
		2010			2009		(Decrease)			2010			2009		(Decrease)
Net Revenues	$	4,053,759		$	145,475		2686.57%		$	4,783,741		$	149,750		3094.48%
Selling Expenses		892,790			16,836		5202.86%			909,154			19,504		4561.37%
General and Administrative Expenses		841,654			600,163		40.24%			1,667,283			777,234		114.51%
Operating Income (Loss)		2,319,315			(471,524	)	591.88%			2,207,304			(646,988	)	441.17%
Financial Expenses		(6,481	)		(11,018	)	(41.18%	)		(9,568	)		(11,618	)	(17.65%	)
Other Operating Income, net		388			451		(13.97%	)		966			525		84.00%
Operating Income (Loss) Before Income Taxes		2,313,222			(482,091	)	579.83%			2,198,702			(658,081	)	434.11%
Income Taxes		(603,675	)		0		100.00%			(603,675	)		0		100%
Net Income (Loss)	$	1,709,547		$	(482,091	)	454.61%		$	1,595,027		$	(658,081	)	342.38%

Net Revenues. For the three and six months ended June 30, 2010, our net revenues increased to $4,053,759 and $4,783,741, respectively, from $145,475 and $149,750 for the same respective periods last year. Such increase in net revenues is primarily due to the expansion of our online air ticket marketplace and our strategic cooperation with Shanghai Junli, a prominent air ticketing agency in Shanghai and China nationwide in terms of air ticketing volume and the sole shareholder of Shanghai TripMart.

We earned revenues substantially through a series of contractual arrangements between Suzhou TripMart and Shanghai TripMart, our VIE, from the travel products and services and online travel agent marketplace business conducted by Shanghai TripMart, which amounted to -$11,167 and $130,872 for the three and six months ended June 30, 2010, respectively, from $145,475 and $149,750 for the same respective periods last year. We earn substantial additional consulting revenues from the management consulting services agreement and the technical services agreement we entered into on August 1, 2009 with Shanghai Junli, which amounted to $4,064,926 and $4,652,869 for the three and six months ended June 30, 2010, respectively, from nil for the same respective periods last year. We expect to continue to experience substantial growth of our online travel agency marketplace and grow our business by offering more new products and services.

Selling Expenses. For the three and six months ended June 30, 2010, our selling expenses increased to $892,790 and $909,154, respectively, from $16,836 and $19,504 for the same respective periods last year. Such increase in our selling expenses is primarily due to the increased marketing and promotional expenses as a result of our agreement with Shanghai Junli to share a portion of its marketing and promotional expenses. Our selling expenses consist mainly of advertising, marketing and promotional expenses.

General and Administrative Expenses. For the three and six months ended June 30, 2010, our general and administrative expenses increased to $841,654 and $1,667,283, respectively, from $600,163 and $777,234 for the same respective periods last year. Such increase in our general and administrative expenses is primarily due to the expansion of our business and increased business tax on the increased management consulting and technical fees that we earn. We expect our general and administrative expenses to increase in future periods due to the expansion of our business, the hiring of new officers, employees and consultants to help further develop and support our operations and the increase of legal and other professional fees.

Financial Expenses. For the three and six months ended June 30, 2010, our financial expenses decreased to $6,481 and $9,568, respectively, from $11,018 and $11,618 for the same respective periods last year. Such decrease in our financial expenses is primarily due to the elimination of interest on a promissory note due to a stockholder (which interest stopped accruing beginning December 1, 2009). Our financial expenses consist mainly of bank charges in connection with credit card or debit card purchase settlement for travel products and services.

Other Operating Income (Net). For the three and six months ended June 30, 2010, our other operating income increased to $388 and $966, respectively, from $451 and $525 for the same respective periods last year. Such increase is primarily due to higher interest income generated on cash deposits. Other operating income consists primarily of interest income earned on our bank cash balances.

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Income (Loss) Before Income Taxes. For the three and six months ended June 30, 2010, our income before income taxes increased to $2,313,222 and $2,198,702, respectively, from a loss of $482,091 and $658,081 for the same respective periods last year. Such increase in income is primarily due to the expansion of our online air ticket marketplace and the substantial increase of our revenues derived from our management consulting and technical service fees.

Income Taxes. We incurred income tax expenses of $603,675 and $603,675 in the three and six months ended June 30, 2010 as a result of our operating profits due to the significant increase in operating profits discussed above, as compared to zero income tax expenses for the same periods of last year.

Net Income (Loss). For the three and six months ended June 30, 2010, our net income were $1,709,547 and $1,595,027, respectively, and our net loss were $482,091 and $658,081 for the same respective periods last year. Such increase of net income is primarily due to the expansion of our online air ticket marketplace and the substantial increase of our revenues derived from our management consulting and technical service fees.

Results by Segment

We have two reportable business segments during the three and six months ended June 30, 2010 and 2009 as described low.

Management consulting and technical services

		Three Months Ended					Six Months Ended
		June 30,					June 30,

					Percent					Percent
		2010		2009	Increase		2010		2009	Increase
Revenue, net from external customers	$	4,064,926	$	-	100%	$	4,652,869	$	-	100%
Segment profit		2,794,169		-	100%		3,118,201		-	100%

We derive our management consulting and technical services revenues mainly under the management consulting agreement and the technical services agreement that we entered into on August 1, 2009 with Shanghai Junli, pursuant to which we provide certain management consulting and technical services to Shanghai Junli and earn service fees calculated based on Shanghai Junli’s ticketing volume at such per ticket (both domestic and international) rate(s) as we and Shanghai Junli from time to time agree and adjust, as appropriate, based on the periodic joint review of Shanghai Junli’s historic, present and prospective ticketing volume. Our management consulting and technical services revenues are expected to significantly contribute to our revenues in the near-term.

Travel Agency Services

		Three Months Ended								Six Months Ended
		June 30,								June 30,
															Percent
							Percent								Increase
		2010			2009		(Decrease)			2010			2009		(Decrease)
Revenue, net from external customers	$	(11,167	)	$	145,475		(108%	)	$	130,872		$	149,750		(13%	)
Segment loss		(404,966	)		(432,266	)	(6%	)		(715,069	)		(608,084	)	18%

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We derive our travel agency services revenues through air ticket and hotel booking services and transaction fees for air tickets sold on our online travel agent marketplace. For the three months ended June 30, 2010, there was negative revenue, net from external customers, of $11,167, which represented the net tickets sold and return for the period. Owing to the restructuring of our travel agent service operations on the online sales of tickets, tickets sold through traditional channels gradually declined. We expect to continue to experience substantial growth of our online travel agent marketplace and grow our business by offering more online functionalities.

Liquidity and Capital Resources

As of June 30, 2010, we had cash and cash equivalents of $47,469. The following table provides detailed information about our net cash flow for all financial statements periods presented in this report.

Cash Flow
(All amounts in U.S. dollars)

		Six Months Ended June 30
		2010			2009
Net cash used in operating activities	$	(174,643	)	$	(271,668	)
Net cash used in investing activities		(41,150	)		(170,022	)
Net cash provided by financing activities		217,071			762,636
Effect of foreign currency translation in cash and cash equivalents		99			(262	)
Net cash flows	$	1,377		$	320,684

Operating Activities

Net cash used in operating activities was $174,643 in the six months ended June 30, 2010, compared to net cash used in operating activities of $271,668 in the same period of last year. Such change is primarily a result of the outstanding accounts receivable balance with Shanghai Junli in connection with our management consulting and technical services rendered for the six months ended June 30, 2010 which services did not exist in the same period of last year.

Investing Activities

Our net cash used in investing activities in the six months ended June 30, 2010 was $41,150, compared to net cash used in investing activities of $170,022 in the same period of last year. Such change is primarily a result of a significant decrease in our capital expenditures as compared to the same period last year, in which we incurred significant capital expenditures and prepayments for the expansion of our operations through the development of our key IT technology, the lease of additional office space in downtown locations in Shanghai, and the acquisition of computer hardware and other office equipment for our call center. While we continued our operational expansion plan by acquiring office furniture and equipment and intangible assets, our capital expenditures during the six months ended June 30, 2010 was significantly low compared to that in the same period of last year.

Financing Activities

Our net cash provided by financing activities in the six months ended June 30, 2010 was $217,071, compared to net cash provided by financing activities of $762,636 in the same period of last year. Such change is primarily due to improved cash flow resulting from the expanded operations which enabled us to repay a short-term loan from a financial institution and require smaller additional funds from a stockholder to meet our working capital for the operating needs during the six months ended June 30, 2010 as compared to the same period of last year.

Capital Expenditures

Our capital expenditures were $41,150 in the six months ended June 30, 2010. Our capital expenditures were mainly used to develop key IT technology and acquire equipment in connection with the expansion of our online travel agent marketplace.

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From time to time our Chairman and Chief Executive Officer, Mr. Shu Keung Chui, paid legal and other expenses on behalf of the Company and provided funds to the Company for capital contribution to and acquisition of equity of Suzhou TripMart in 2008, which amounts are unsecured, non-interest bearing and repayable on demand. During the six months ended June 30, 2010, total expenses paid on behalf of the Company and funds advanced to the Company by Mr. Chui were $217,071 and are repayable to Mr. Chui as an unsecured and non-interest bearing demand loan.

We believe that our cash on hand and cash flow from operations will meet part of our present cash needs and we will require additional cash resources, including loans, to meet our expected capital expenditure and working capital for the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our e-commerce platforms or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all, especially in view of the tight credit market resulted from the current global economic crisis. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Obligations under Material Contracts

Our only purchase obligation relates to the utilization of a third-party technology as part of our software. Pursuant to our co-development agreement with Beijing Yulian Century Technology Development Co., Ltd., we pay a license fee at a rate of RMB30,000 (approximately, $4,392) per month until July, 2011 and the expected payment as of June 30, 2010 was $57,041 in total.

We lease office premises under two non-cancelable operating lease agreements that will expire in 2017. The minimum future lease payments under these operating lease agreements as of June 30, 2010 were $3,085,753. Rental expenses under these operating leases were $176,867 for the six months ended June 30, 2010.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. Our significant accounting policies and estimates are more fully described in Note 2 to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We base these estimates on, among other things, historical experience, terms of existing contracts, our observance of trends in the travel industry and on various other assumptions that we believe to be reasonable under the circumstances. We periodically evaluate these estimates based on available information and experience. Our actual results may differ from these estimates under different assumptions or conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted.

We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Use of estimates. The preparation of the financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

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Revenue recognition. The Company's revenues (net of sales tax) for the six months ended June 30, 2010 are derived from the travel and technical services and include (i) revenue reported at the difference between the selling price and the cost of the hotel rooms and tour packages of US$5,674; (ii) commission from booking air and train tickets of US$58,099; (iii) transaction fee (net of third-party payment transaction charges) for air tickets sold on the Company’s online travel agency marketplace of US$67,099; and (iv) service fees for management consulting and technical services of US$410,624 and US$4,242,245, respectively, in accordance with the terms of the relevant management consulting and technical services agreements. The Company recognizes such revenues if and when the customer’s non-refundable offer is fulfilled, air-ticketing is transacted on the Company’s online ticketing platform or the management consulting and technical services are rendered in accordance with the terms of the relevant management consulting and technical services agreements.
The Company's revenues (net of sales tax) for the six months ended June 30, 2009 are derived from the travel agency businesses and include (i) revenue reported at the difference between the selling price and the cost of the hotel rooms and tour packages of US$10,256; and (ii) commission from booking air and train tickets of US$112,153; and (iii) transaction fee (net of third-party payment transaction charges) for air tickets sold on the Company’s online travel agency marketplace of US$27,341. The Company recognizes such revenues if and when the customer’s non-refundable offer is fulfilled or air-ticketing is transacted on the Company’s online ticketing platform.
Trade receivables. In the normal course of business, we extend credit to customers. Trade receivables, less allowance for doubtful accounts, reflect the net realizable value of receivables, and approximate fair value. On a regular basis, we evaluate our trade receivable and establish an allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions, and payment history. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Trade receivables are charged off against the allowance after management determines the potential for recovery is remote.
Allowance of doubtful accounts. We establish an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of the allowance and we consider the historical level of credit losses and apply percentages to aged receivable categories. We make judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers is to deteriorate, resulting in their inability to make payments, a larger allowance may be required.
Impairment of long-lived assets. Long-lived assets, except goodwill and indefinite-lived intangible assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows estimated by our management to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are recorded as held for sale at the lower of carrying value or estimated net realizable value.
Property and equipment, net. Property and equipment are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred. The principal depreciation rates are: office and computer equipment – 20% to 33^1/3%; motor vehicles –25%; leasehold improvements – over the term of the lease. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to statement of operations.
Intangible assets. Intangible assets are stated in the balance sheet at cost less accumulated amortization. The costs of the intangible assets are amortized on a straight-line basis over their estimated useful lives at the annual rate of 20%, except as to development projects in progress.
Concentrations of credit risk. During the current reporting period, no customer contributed 10% or more to our gross revenue from the travel agency businesses. Our entire service fees for management consulting and technical services were received from Shanghai TripMart and Shanghai Junli. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, trade and other receivables. As of June 30, 2010, our cash and cash equivalents were held by major financial institutions located in the PRC and Hong Kong, which management believes are of high credit quality. With respect to trade receivables, we extend credit based on an evaluation of the customer’s financial condition. We generally do not require collateral for trade and other receivables and maintains an allowance for doubtful accounts of trade and other receivables.

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Income taxes. We use the asset and liability method of accounting for income taxes pursuant to Accounting Standard Codification (“ASC”) 740 “Income Taxes,” formerly Statement of Financial Accounting Standards (“SFAS”) 109 “Accounting for Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards 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 be recovered or settled.
Comprehensive income. We adopted ASC 220 “Comprehensive Income”, formerly SFAS 130 “Reporting Comprehensive Income,” which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Components of comprehensive loss include net loss and foreign currency translation adjustments.
Foreign currency translation. The functional currency of BDS is US$, TripMart and TripMart HK are HKD, and Suzhou TripMart and Shanghai TripMart are RMB. BDS, its subsidiaries and variable interest entity maintain their financial statements in their respective functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transactions. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. For financial reporting purposes, the financial statements of BDS, its subsidiaries and variable interest entity which are prepared using the functional currency have been translated into US$. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ deficit is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net loss but are included in accumulated other comprehensive income, a component of stockholders’ deficit.
Noncontrolling interest in variable interest entity. Noncontrolling interest in variable interest entity in the consolidated balance sheet represents the total net asset value of our VIE, Shanghai TripMart, as of March 27, 2009.

Recently issued accounting pronouncements

The FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends ASC Topic 820 to require the following additional disclosures regarding fair value measurements: (i) the amounts of transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) reasons for any transfers in or out of Level 3 of the fair value hierarchy and (iii) the inclusion of information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements. ASU 2010-06 also amends ASC Topic 820 to clarify existing disclosure requirements, requiring fair value disclosures by class of assets and liabilities rather than by major category and the disclosure of valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 assets and liabilities. With the exception of disclosures relating to purchases, sales, issuances and settlements of recurring Level 3 measurements, ASU No. 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The disclosure requirements related to purchases, sales, issuances and settlements of recurring Level 3 measurements will be effective for financial statements for annual reporting periods beginning after December 15, 2010. The adoption of this ASU has no material impact on the Company’s financial statements.

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In April, 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force or ASU 2010-13. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company is currently evaluating the impact of the adoption of ASU 2010-13 on its financial statements.

Seasonality

The travel industry is generally characterized by seasonal fluctuations with higher traffic during holiday seasons. However, as we are still in the high growth phase, the rate of our revenue growth is expected to offset any impact caused by the seasonal nature of the travel industry.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change in travel industry and continually maintain effective cost control in operations.

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 or capital expenditures or capital resources that is material to an investor in our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 Rule 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 our 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 Mr. Shu Keung Chui, our Chief Executive Officer and Mr. Sam Yuen Yee Lau, our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2010. Based on that evaluation, Mr. Chui and Mr. Lau concluded that as of June 30, 2010, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

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Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended June 30, 2010, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

Not Applicable.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION.

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

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

Date: August 16, 2010	BUSINESS DEVELOPMENT SOLUTIONS, INC.

	By:	/s/ Shu Keung Chui
		Shu Keung Chui, Chief Executive Officer
		(Principal Executive Officer)

Date: August 16, 2010	By:	/s/ Sam Yuen Yee Lau
		Sam Yuen Yee Lau, Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Business Development Solutions, Inc. 10-Q