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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CLEVELAND RUSSELL
   2. Issuer Name and Ticker or Trading Symbol
BPO Management Services [OTC:BPOM] 		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 EXPRESSWAY, SUITE 210		 3. Date of Earliest Transaction (Month/Day/Year)
10/04/2007
(Street)

DALLAS, TX 75206		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred $ 0.6 10/04/2007   X   52,083   10/04/2007   (3) Common Stock 833,333 $ 9.6 156,250 I Shares held by RCG (1) (2)
Series D Convertible Preferred $ 0.6 10/04/2007   X   65,104   10/04/2007   (3) Common Stock 1,041,667 $ 9.6 195,312 I Shares held by RUS (1) (2)
Series D Convertible Preferred $ 0.6 10/04/2007   X   65,104   10/04/2007   (3) Common Stock 1,041,164 $ 9.6 195,312 I Shares held by USSO
Series D Convertible Preferred $ 0.6 10/04/2007   X   26,042   10/04/2007   (3) Common Stock 416,672 $ 9.6 78,126 I Shares held by PREM (1) (2)
C Warrant (Right to Buy) $ 0.01 10/04/2007   J(6)   416,667     (4) 06/13/2010 Common Stock 416,667 $ 0 416,667 I Shares held by RCG (1) (2)
C Warrant (Right to Buy) $ 0.01 10/04/2007   J(6)   520,834     (4) 06/13/2010 Common Stock 520,834 $ 0 520,834 I Shares held by RUS (1) (2)
C Warrant (Right to Buy) $ 0.01 10/04/2007   J(6)   520,834     (4) 06/13/2010 Common Stock 520,834 $ 0 520,834 I Shares held by USSO (1) (2)
C Warrant (Right to Buy) $ 0.01 10/04/2007   J(6)   208,333     (4) 06/13/2010 Common Stock 208,333 $ 0 208,333 I Shares held by PREM (1) (2)
D Warrant (Right to Buy) $ 1.1 10/04/2007   J(6)   833,333     (5) 05/13/2012 Common Stock 833,333 $ 0 833,333 I Shares held by RCG (1) (2)
D Warrant (Right to Buy) $ 1.1 10/04/2007   J(6)   1,041,667     (5) 06/13/2012 Common Stock 1,041,667 $ 0 1,041,667 I Shares held by RUS (1) (2)
D Warrant (Right to Buy) $ 1.1 10/04/2007   J(6)   1,041,667     (5) 06/13/2012 Common Stock 1,041,667 $ 0 1,041,667 I Shares held by USSO (1) (2)
D Warrant (Right to Buy) $ 1.1 10/04/2007   J(6)   416,667     (5) 06/13/2012 Common Stock 416,667 $ 0 416,667 I Shares held by PREM (1) (2)
J Warrant (Right to Buy) $ 9.6 (7) 10/04/2007   X     52,083 06/13/2007 06/13/2008 Series D Convertible Preferred 52,083 $ 0 52,084 (7) I Shares held by RCG (1) (2)
J Warrant (Right to Buy) $ 9.6 (7) 10/04/2007   X     65,104 06/13/2007 06/13/2008 Series D Convertible Preferred 65,104 $ 0 65,104 (7) I Shares held by RUS (1) (2)
J Warrant (Right to Buy) $ 9.6 (7) 10/04/2007   X     65,104 06/13/2007 06/13/2008 Series D Convertible Preferred 65,104 $ 0 65,104 (7) I Shares held by USSO (1) (2)
J Warrant (Right to Buy) $ 9.6 (7) 10/04/2007   X     26,042 06/13/2007 06/13/2008 Series D Convertible Preferred 26,042 $ 0 26,041 (7) I Shares held by PREM (1) (2)
C Warrant (Right to Buy) $ 1.35 10/04/2007   J(6)     416,667   (4) 06/13/2010 Common Stock 416,667 $ 0 416,667 I Shares held by RCG (1) (2)
C Warrant (Right to Buy) $ 1.35 10/04/2007   J(6)     520,834   (4) 06/13/2010 Common Stock 520,834 $ 0 520,833 I Shares held by RUS (1) (2)
C Warrant (Right to Buy) $ 1.35 10/04/2007   J(6)     520,834   (4) 06/13/2010 Common Stock 520,834 $ 0 520,833 I Shares held by USSO (1) (2)
C Warrant (Right to Buy) $ 1.35 10/04/2007   J(6)     208,333   (4) 06/13/2010 Common Stock 208,333 $ 0 208,334 I Shares held by PREM (1) (2)
D Warrant (Right to Buy) $ 1.87 10/04/2007   J(6)     833,333   (5) 06/13/2012 Common Stock 833,333 $ 0 833,334 I Shares held by RCG (1) (2)
D Warrant (Right to Buy) $ 1.87 10/04/2007   J(6)     1,041,667   (5) 06/13/2012 Common Stock 1,041,667 $ 0 1,041,667 I Shares held by RUS (1) (2)
D Warrant (Right to Buy) $ 1.87 10/04/2007   J(6)     1,041,667   (5) 06/13/2012 Common Stock 1,041,667 $ 0 1,041,667 I Shares held by USSO (1) (2)
D Warrant (Right to Buy) $ 1.87 10/04/2007   J(6)     416,667   (5) 06/13/2012 Common Stock 416,667 $ 0 416,667 I Shares held by PREM (1) (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CLEVELAND RUSSELL
8080 N. CENTRAL EXPRESSWAY
SUITE 210
DALLAS, TX 75206		   X      
RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC
C/O RENN CAPITAL GROUP
8080 N. CENTRAL EXPRESSWAY, SUITE 210
DALLAS, TX 75206		     X    
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
C/O RENN CAPITAL GROUP
8080 N. CENTRAL EXPRESSWAY, SUITE 210
DALLAS, TX 75206		     X    
BFS US SPECIAL OPPORTUNITIES TRUST PLC
C/O RENN CAPITAL GROUP
8080 N. CENTRAL EXPRESSWAY, SUITE 210
DALLAS, TX 75206		     X    
Premier RENN US Emerging Growth Fund Ltd
8080 N. CENTRAL EXPRESSWAY
SUITE 210, LB-59
DALLAS, TX 75206		     X    

Signatures

 Russell Cleveland   10/09/2007
**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 Advisor to Renaissance Capital Growth & Income Fund III, Inc., US Special Opportunities Trust PLC, Renaissance US Growth Investment Trust PLC, and Premier RENN US Emerging Growth Fund Limited, and therefore may be considered beneficial owner of such shares. Russell Cleveland disclaims such beneficial ownership.
(2) In this report "RUS" means Renaissance US Growth Investment Trust PLC, "RCG" means Renaissance Capital Growth & Income Fund III, Inc., "USSO" means US Special Opportunities Trust PLC, and "PREM" means Premier RENN US Emerging Growth Fund Limited.
(3) There is no set termination date for the right of conversion except to the extent triggered by the Redeption Provision in Section 8 of the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertibles Preferred Stock of BPO Management Services, Inc.
(4) The C Warrant may each be exercised in whole or in part prior to the expiration of the warrant for such number of shares of common stock equal to 50% of the number of shares of common stock issuable upon conversion of the shares of preferred stock that have been exercised pursuant to the Series J warrant.
(5) The D Warrant may each be exercised in whole or in part prior to the expiration of the warrant for such number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of the shares of preferred stock that have been exercised pursuant to the Series J warrant.
(6) In connection with the exercise of the J Warrant, the Company amended each of the Series C Warrants and Series D Warrants, to provide that, in the event that any portion of the Series J Warrants was exercised during a reduced warrant price period, the per-share warrant exercise price payable upon exercise of its Series C Warrant is to be reduced from $1.35 to $0.01 and the per-share warrant exercise price payable upon exercise of its Series D Warrant is to be reduced from $1.87 to $1.10 for the same percentage of such investor?s Series C Warrants and Series D Warrants as the percentage of Series J Warrants then exercised.
(7) The Company reduced the per-share warrant exercise price payable upon exercise of its Series J Warrant from $14.40 to $9.60, effective only for exercises during the period between September 28, 2007 and October 10, 2007. Any remaining warrants remain exerciseable at $14.40.

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