Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CLEVELAND RUSSELL
 2. Issuer Name and Ticker or Trading Symbol
BPO Management Services [HAXS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

8080 N CENTRAL EXPWY, STE 210 LB 59		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


DALLAS, TX 75206		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Series D preferred stock 12/31/2008 12/31/2008 I 104,167 (2) D $ 0 (2) 0 (2) I Shares are held by Renaissance Capital Growth & Income Fund III, Inc. (2)
Series D-2 Preferred 12/31/2008 12/31/2008 I 104,167 (2) D $ 0 (2) 0 (2) I (1) shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)
Series F Preferred 12/31/2008 12/31/2008 I 73,335 (2) D $ 0 (2) 0 (2) I (1) shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
warrant (right to buy) $ 0.9 (2) 12/31/2008 12/31/2008(2) J   833,334 (2) 06/12/2007 06/12/2010 common stock (2)
0 (2)
(2) 0 (2)
I
shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)
warrant (right to buy) $ 1.25 12/31/2008 12/31/2008 J   1,666,667 (2) 06/12/2008 06/12/2012 common stock (2)
0 (2)
(2) 0
I
shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)
warrant (right to buy) $ 1.1 12/31/2008 12/31/2008 J   833,334 (2) 06/12/2008 06/12/2012 common stock (2)
0 (2)
(2) 0
I
shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)
warrant (right to buy) $ 0.01 12/31/2008 12/31/2008 J   1,666,668 (2) 06/12/2007 06/12/2010 Series B preferred (2)
1,685,886 (2)
(2) 1,685,886
I
shares are held by Renaissance Capital Growth & Income Fund III, Inc. (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLEVELAND RUSSELL
8080 N CENTRAL EXPWY
STE 210 LB 59
DALLAS, TX 75206		   X      
RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC
8080 N CENTRAL EXPWY., SUITE 210 LB 59
DALLAS, TX 75206		     X    

Signatures

/s/ Russell Cleveland by Rene Jones attorney in fact 02/09/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Russell Cleveland is President of RENN Capital Group, Inc., Investment Adviseor to Renaissance Capital Growth & Income Fund III, Inc., Global Special Opportunities Trust Plc, Renaissance US Growth Investment Trust Plc, & Premier RENN Entrepreneurial Fund Ltd. and therefore my be considered beneficial owner of such shares. Russell Cleveland disclaims such beneficial ownership.
(2) All Preferred Shares and warrants exchanged for Series B Preferred in a warrant flush.

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