FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). We intend that those forward-looking statements be subject to the safe harbors created by those sections. These forward-looking statements generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance, and can generally be identified by the use of the words "believe," "intend," "plan," "expect," "forecast," "project," "may," "should," "could," "seek," "pro forma," "goal," "estimates," "continues," "anticipate" and similar words. The forward-looking statements and associated risks may include, relate to, or be qualified by other important factors, including, without limitation:

· Our ability to continue as a going concern;

· Our ability to obtain additional debt or equity financing to the extent needed for our continued operations or for planned expansion, particularly if we are unable to attain and maintain profitable operations in the future;

· Our ability to successfully implement our business plans and the possibility of strategic acquisitions;

· Our ability to attract and retain strategic partners and alliances;

· Our ability to hire and retain qualified personnel;

· The risks of uncertainty of protection of our intellectual property;

· Risks associated with existing and future governmental regulation to which we are subject; and

· Uncertainties relating to economic conditions in the markets in which we currently operate and in which we intend to operate in the future.

These forward-looking statements necessarily depend upon assumptions and estimates that may prove to be incorrect. Although we believe that the assumptions and estimates reflected in the forward-looking statements are reasonable, we cannot guarantee that we will achieve our plans, intentions or expectations. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ in significant ways from any future results expressed or implied by the forward-looking statements. We do not undertake to update, revise or correct any forward-looking statements.

Any of the factors described above or in the "Risk Factors" section of this report could cause our future financial results, including our net income
(loss) or growth in net income (loss) to differ materially from prior results, which in turn could, among other things, cause the price of our Common Stock to fluctuate substantially.

OVERVIEW

The Company was incorporated in Delaware and commenced operations on July 26, 2005. On December 15, 2006, the Company acquired all of the outstanding common stock of publicly-held NetGuru, Inc. in a reverse merger ("Merger"). Upon the closing of the Merger, we adopted Former BPOMS' (as the accounting acquirer) the accounting year end of December 31.

We provide business process outsourcing (BPO) services to enterprises in the United States, Canada and Europe. "BPO" refers to the outsourcing of entire business processes, typically to reduce cost and/or to improve the performance of that process. Our objective is to provide a comprehensive suite of BPO functions to support the back-office business requirements of middle-market enterprises throughout North America and Europe on an outsourced and/or recurring revenue basis.

Our primary business offerings are:

· Document and data management solutions, also known as enterprise content management or "ECM" including Finance and Accounting Services Outsourcing or "FAO";

· Information technology services outsourcing or "ITO"; and

· Human resources outsourcing or "HRO".

CRITICAL ACCOUNTING POLICIES

We have identified the following as accounting policies that are the most critical to aid in understanding and evaluating our financial results:

· revenue recognition;

· allowance for doubtful accounts receivable; and

· impairment of long-lived assets, including goodwill.

REVENUE RECOGNITION

We derive revenues from:

· Enterprise content management services, including collaborative software products and services;

· IT outsourcing services; and

· Human resources outsourcing services.

We recognize revenues when the following criteria are met:

· Persuasive evidence of an arrangement, such as agreements, purchase orders or written or online requests, exists;

· Delivery has been completed and no significant obligations remain;

· Our price to the buyer is fixed or determinable; and

· Collection is reasonably assured.

PERSUASIVE EVIDENCE OF AN ARRANGEMENT

We document all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue.

DELIVERY HAS OCCURRED OR SERVICES HAVE BEEN PERFORMED

We perform all services or deliver all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer's designated location.

THE FEE FOR THE ARRANGEMENT IS FIXED OR DETERMINABLE

Prior to recognizing revenue, a customer's fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales are fixed under the terms of the written contract. Fees for certain services are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer's fee is determinable. The customer's fee is negotiated at the outset of the arrangement.

COLLECTIBILITY IS REASONABLY ASSURED

We determine that collectibility is reasonably assured prior to recognizing revenue. We assess collectibility on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer's financial position and ultimately its ability to pay. We do not enter into arrangements unless collectibility is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectibility is not reasonably assured, revenue will be recognized on a cash basis.

We recognize revenues from software that we customize to fit a customer's requirements based on satisfactory completion of pre-determined milestones (evidenced by written acceptance from the customer) and delivery of the product to the customer, provided no significant obligations remain and collection of the resulting receivable is reasonably assured. Customers may choose to purchase ongoing maintenance contracts that include telephone, e-mail and other methods of support, and unspecified upgrades on a when-and-if available basis. Revenue from the maintenance contracts is deferred and recognized ratably over the life of the contract, usually twelve months.

In 1997, the Accounting Standards Executive Committee ("AcSec") of the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") 97-2, "Software Revenue Recognition." SOP 97-2 distinguishes between significant and insignificant vendor obligations as a basis for recording revenue and requires that each element of a software licensing arrangement be separately identified and accounted for based on relative fair values of each element. We determine the fair value of each element in multi-element transactions based on vendor-specific objective evidence ("VSOE"). VSOE for each element is based on the price charged when the same element is sold separately.

In 1998, the AICPA issued SOP 98-9, Modification of SOP 97-2, "Software Revenue Recognition, With Respect to Certain Transactions," which modified SOP 97-2 to allow for use of the residual method of revenue recognition if certain criteria are met. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then we recognize revenue using the residual method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining portion of the transaction fee is recognized as revenue.

We recognize revenues from our IT services primarily on a time and materials basis, with time at a marked-up rate and materials and other reasonable expenses at cost, as we perform IT services. Certain IT services contracts may be fixed price contracts where we would measure progress toward completion by mutually agreed upon pre-determined milestones and recognize revenue upon reaching those milestones. Our fixed price IT contracts typically are for a short duration of one to nine months.

ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

We sell to our customers on credit and grant credit to those who are deemed credit worthy based on our analysis of their credit history. We review our accounts receivable balances and the collectibility of these balances on a periodic basis. Based on our analysis of the length of time that the balances have been outstanding, the pattern of customer payments, our understanding of the general business conditions of our customers and our communications with our customers, we estimate the recoverability of these balances. When recoverability is uncertain, we record bad debt expense and increase the allowance for accounts receivable by an amount equal to the amount estimated to be unrecoverable. If the historical data we use to calculate the allowance provided for doubtful accounts does not reflect our future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and our future results of operations could be materially affected.

IMPAIRMENT OF LONG-LIVED ASSETS INCLUDING GOODWILL

At inception, we adopted the provisions of SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144. Pursuant to SFAS No. 142, we were required to perform an assessment of whether there was an indication that goodwill was impaired as of the date of adoption.

We are required to perform reviews for impairment annually, or more frequently when events occur or circumstances change that would more likely than not reduce the fair value of the net carrying amount. The evaluation of goodwill impairment involves assumptions about the fair values of assets and liabilities of each reporting unit. If these assumptions are materially different from actual outcomes, the carrying value of goodwill will be incorrect. In addition, the Company's results of operations could be materially affected by the write-down of the carrying amount of goodwill to its estimated fair value.

We assessed the fair value of its three reporting units by considering their projected cash flows, using risk-adjusted discount rates and other valuation techniques and determined that there was no impairment to goodwill. As of March 31, 2008, our goodwill account balance was $10,078,185.

CONSOLIDATED RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2008 VS. THREE MONTHS ENDED MARCH 31, 2007

The privately held Former BPOMS began operations in July 26, 2005 and merged with the then publicly-held netGuru, Inc. on December 15, 2006 in a reverse merger. For accounting purposes, the acquisition has been treated as a recapitalization of Former BPOMS with Former BPOMS as the accounting acquirer. The historical financial statements prior to December 15, 2006, are those of the Former BPOMS.

The following entities of BPOMS are included in the consolidated results of operations from the date of their respective acquisitions:

                   Company               Inception/Acquisition Date

         BPO Management Services,        Inception date: July 26, 2005
         Inc. (the "Company")
         Adapsys Document Management     Acquired: July 29, 2005
         LP ("ADM") (1)
         Adapsys LP ("ADP") (1)          Acquired: July 29, 2005
         Digica, Inc. ("Digica")         Acquired: January 1, 2006
         Novus Imaging Solutions,        Acquired: September 30, 2006
         Inc. ("Novus") (1)
         NetGuru Systems, Inc.           Acquired: December 15, 2006
         ("netGuru")
         Research Engineers, GmbH        Acquired: December 15, 2006
         ("GmbH")
         DocuCom Imaging Solutions,      Acquired: June 21, 2007
         Inc. ("DocuCom") (1)
         Human Resource                  Acquired: June 29, 2007
         Micro-Systems, Inc. ("HRMS")
         Blue Hill Data Services,        Acquired: October 10, 2007
         Inc. ("Blue Hill") (2)
         BPO Management Services,        Inception date: January 1, 2008
         Ltd. ("Ltd") (1)

(1) On January 1, 2008, ADM, ADP, Novus, and DocuCom were amalgamated into one company, BPO Management Services, Ltd.
(2) Effective January 1, 2008, Digica was merged with Blue Hill

HRMS, DocuCom amd Blue Hill ("New Subsidiaries") were all acquired subsequent to March 31, 2007. The following discussion compares the first three months of 2007 without the New Subsidiaries with the first three months of 2008 including the results of the New Subsidiaries.

NET REVENUES

The following table presents our net revenues by operating segment:

                            For the three months ended
                                     March 31,
Net revenues                   2008              2007

ECM                       $    4,024,352      $ 1,009,771
% of total net revenues             55.3 %           50.5 %

ITO                            2,877,624          980,305
% of total net revenues             39.5 %           49.0 %

HRO                              380,609           10,518
% of total net revenues              5.2 %            0.5 %

Total net revenues        $    7,282,585      $ 2,000,594

Total net revenues increased by $5,281,991 or 264% to $7,282,585 during the three months ended March 31, 2008 from $2,000,594 during the same period in the prior year. Of the increase, $5,359,320 was contributed by the New Subsidiaries. Our total net revenues primarily consisted of net revenues from
(1) enterprise content management, (2) IT Outsourcing services and (3) human resource outsourcing services.

ENTERPRISE CONTENT MANAGEMENT ("ECM")

Net revenue from ECM products and services during the three months ended March 31, 2008 increased by $3,014,581 or 299% to $4,024,352 from $1,009,771 during the three months ended March 31, 2007. Net revenue in the ECM business segment in fiscal 2008 includes $2,919,327 of net revenue from DocuCom, one of the New Subsidiaries, which was acquired in June of 2007. The ECM segment includes our ECM solutions group and our collaborative software products and related services. The majority of our ECM solutions group services and our collaborative software revenue are generated from service-oriented projects where the revenue is recognized only upon the completion of specific project deliverables. The timing of these projects and the completion and recognition of revenue from various size projects creates variability in our ECM solutions group services revenues and collaborative software net revenues between quarters and fiscal years.

IT OUTSOURCING SERVICES ("ITO")

Net revenue from ITO during the three months ended March 31, 2008 increased by $1,897,319 or 194% to $2,877,624 from $980,305 during the three months ended March 31, 2007. Net revenue in the ITO business segment in fiscal 2008 includes $2,059,384 of net revenue from Blue Hill, one of the New Subsidiaries, which was acquired in October of 2007.

HUMAN RESOURCE OUTSOURCING SERVICES ("HRO")

Net revenue from HRO products and services during the three months ended March 31, 2008 increased by $370,091 or 3519% to $380,609 from $10,518 during the three months ended March 31, 2007. Net revenue in the HRO business segment in fiscal 2008 includes $380,609 of net revenue from HRMS, one of the New Subsidiaries, which was acquired in June of 2007.

OPERATING EXPENSES

The following table presents our operating expenses and the percentage of total
net revenues:

                                                 For the three months ended
                                                          March 31,
Operating Expenses                                  2008              2007

Cost of services provided expenses             $    3,543,352      $   902,473
% of total net revenues                                 48.7%            45.1%

Selling, general and administrative expenses   $    4,333,817      $ 1,736,885
% of total net revenues                                 59.5%            86.8%

Research and development expenses              $       69,702      $    66,011
% of total net revenues                                  1.0%             3.3%

Depreciation and amortization expenses         $      784,429      $   106,702
% of total net revenues                                 10.8%             5.3%

Share-based compensation expense               $      207,092      $    53,999
% of total net revenues                                  2.8%             2.7%

Total operating expenses                       $    8,938,392      $ 2,866,070
% of total net revenues                                122.7%           143.3%

COST OF SERVICES PROVIDED EXPENSES

Cost of services provided expenses increased by $2,640,879 or 293% to $3,543,352 during the first quarter of fiscal 2008 from $902,473 during the first quarter of fiscal 2007. Of the increase, $3,178,825 was attributable to the New Subsidiaries in 2008. primarily due to acquisitions of Novus, DocuCom, HRMS and of entities acquired from NetGuru subsequent to the third quarter of fiscal 2006.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses increased by $2,596,932 or 150% to $4,333,817 during the first quarter of fiscal 2008, from $1,736,885 during the first quarter of fiscal 2007. Of the increase, $2,185,976 was attributable to the New Subsidiaries in 2008. The remainder of the increase, $410,956, arose primarily from increased non-cash stock-based compensation expense, corporate salaries, and accounting fees.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development ("R&D") expenses consist primarily of software developers' wages. R&D expenses increased by $3,691 or 6% to $69,702 during the first quarter of fiscal 2008, from $66,011 during the first quarter of fiscal 2007. The Company capitalized software development costs of approximately $167,000 and $0 during the three months ended March 31, 2008 and 2007, respectively.

DEPRECIATION AND AMORTIZATION EXPENSES

Depreciation and amortization expenses increased by $677,727 or 635% to $784,429 during the first quarter of fiscal 2008, from $106,702 during the first quarter of fiscal 2007, primarily due to the valuation allocations of fixed assets and intangible assets acquired by the New Subsidiaries.

SHARE-BASED COMPENSATION EXPENSE

We recorded share-based compensation expense of $207,092 in the first quarter of fiscal 2008 compared to $53,999 in the same period in the prior year. Grants of employee stock options are recognized as expense in the Company's financial statements based on their respective grant date fair values and are charged to compensation expense based on awards that are ultimately expected to vest.

OPERATING LOSS BY SEGMENT

Operating loss in the ECM segment increased to $399,346 in the first three months of fiscal 2008 from $365,573 in the first three months of fiscal 2007, primarily due the New Subsidiaries. The operating loss in the ITO segment increased to $49,589 in the first three months of fiscal 2008 from $16,644 in the first three months of fiscal 2007, primarily due to the acquisition of Blue Hill. The operating loss in the HRO segment increased to $194,037 in the first three months of fiscal 2008 from $70,816 in the first three months of fiscal 2007, primarily due to the acquisition of HRMS. Corporate expenses increased to $1,012,835 in the first three months of fiscal 2008 from $412,443 in the first three months of fiscal 2007, primarily due to the acquisition of the New Subsidiaries and additional employees and increased professional fees. The following table details the operating loss by segment:

For the three months ended March 31,

Operating loss        2008              % of Total        2007         % of Total

ECM              $      (399,346 )            24.1 %   $ (365,573 )          42.2 %
ITO                      (49,589 )             3.0 %      (16,644 )           1.9 %
HRO                     (194,037 )            11.7 %      (70,816 )           8.2 %
Corporate             (1,012,835 )            61.2 %     (412,443 )          47.7 %
Consolidated     $    (1,655,807 )           100.0 %   $ (865,476 )         100.0 %

Operating losses for the periods were significantly influenced by non-cash expenses; depreciation, amortization, mainly of intangible assets recorded at the time of acquisition, and share-based compensation expense from the amortization of the value of stock option awards. The following table compares operating loss prior to the deduction of these non-cash expenses. This comparison displays operating improvements for the three months ended March 31, 2008 over those of the same period in the preceding year in both the ECM and ITO segments with a minor deterioration in the HRO segment which went through a major transition in later 2007 in the purchase of HRMS.

Operating loss excluding        For the three months ended March 31,
non-cash expenses (1)           2008             % of Total       2007            % of Total

ECM                        $     (206,320 )           31.1 %   $ (343,741 )             48.8 %
ITO                               370,287            -55.7 %       12,495               -1.8 %
HRO                               (86,747 )           13.1 %      (68,218 )              9.7 %
Corporate                        (741,505 )          111.6 %     (305,312 )  (2)        43.3 %
Consolidated               $     (664,285 )          100.0 %   $ (704,776 )            100.0 %

(1) Operating loss before the deuction of depreciation, amortization and share-based compensation expense
(2) Deferred compensation of $110,289 is included in the 2008 expense for Corporate. That expense relating to the three months ended March 31, 2007 was recorded later in the year. The inclusion of this expense in Q1 2007 would cause the $305,312 operating loss ascribed to Corporate to increase to $415,601 as compared to $741,505 in the same period in 2008.

INTEREST AND OTHER EXPENSE

The following table presents our interest and other expense and its
percentage of total net revenues:

                                                  For the three months ended
                                                          March 31,
                                                  2008                 2007
Other Expense (Income)

Related parties interest                      $      26,852       $       35,671
% of total net revenues                                0.4%                 1.8%

Amortization of related party debt discount   $           -       $      430,089
% of total net revenues                                0.0%                21.5%

Other interest, net                           $      44,961       $       38,534
% of total net revenues                                0.6%                 1.9%

Other income                                  $           -       $      (12,239 )
% of total net revenues                                0.0%                -0.6%

Total other expense                           $      71,813       $      492,055
% of total net revenues                                1.0%                24.6%

TOTAL INTEREST AND OTHER EXPENSE

Total interest and other expense decreased to $71,813 in the first three months of fiscal 2008 from $492,055 in the first three months of fiscal 2007, primarily due to amortization of related party debt discount expiring in fiscal 2007.

INCOME TAXES

In the first three months of fiscal 2008 and fiscal 2007, we recorded no income tax expense since we had incurred net losses from operations.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity at March 31, 2008 consisted of $780,823 in cash and cash equivalents. Cash and cash equivalents increased by $168,806 in the first three months of fiscal 2008 from $612,017 in the first three months of fiscal 2007. We incurred net losses from operations of $1,727,620 and $1,357,531 and used cash in operations of $1,007,848 and $431,124 in the first three months of 2008 and 2007, respectively.

The primary reasons for cash used in operations during the first three months of fiscal 2008 were: net loss of $1,727,619 that included non-cash charges related to depreciation and amortization expense of $784,429 and share-based compensation expense of $207,092. In addition, the timing differences in the payment of our current liabilities and collection of our current assets also contributed to the cash used in operations.

Net cash provided by investing activities in the first three months of fiscal 2008 was $475,709, primarily from the release of restricted cash to pay the purchase price obligation to a former shareholder from the purchase of DocuCom.

Net cash used in investing activities in the first three months of fiscal 2007 was $7,815, primarily for purchase of property and equipment.

Net cash provided by financing activities during the first three months of 2008 was $291,567 of which $1,206,371 came from bank borrowings and $914,804 was used to pay down debt. In the first three months of fiscal 2007, we received $400,000 in cash proceeds from bridge loans and repaid debt in the amount of $45,052. The . . .