U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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ü	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: December 31, 2008
OR
	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 0-32345

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MORRIS BUSINESS DEVELOPMENT COMPANY

(Exact name of registrant as specified in its charter)

———————

California (State or other jurisdiction of incorporation or organization)	33-0795854 (I.R.S. Employer Identification No.)
413 Avenue G, #1 Redondo Beach, CA (Address of principal executive offices)	90277 (Zip Code)

Registrant’s telephone number, including area code  (310) 493-2244

Indicate by check mark whether the issuer (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.				ü	Yes		No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.
Large accelerated filer			Accelerated filer
Non-accelerated filer	ü	(Do not check if a smaller	Smaller reporting company
		reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
					Yes	ü	No
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of
the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.					Yes		No
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of February 19, 2009, there were 13,000,000 shares of common stock, par value $0.001, issued and outstanding.

MORRIS BUSINESS DEVELOPMENT COMPANY

TABLE OF CONTENTS

2

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company’s future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

Item 1

Financial Statements

3

MORRIS BUSINESS DEVELOPMENT COMPANY

(Formerly known as Electronic Media Central Corporation)

BALANCE SHEETS

	December 31, 2008			March 31, 2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$	—		$	765
Accounts receivable, net of allowance for doubtful accounts of $6,703 and $4,200, respectively		—			6,655
Marketable Securities		8,750			37,500
Due from related parties		107,377			102,433
Total assets	$	116,127		$	147,353
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	116,476		$	106,296
Notes payable - related parties		116,100			115,200
Due to related party		9,750			9,530
Due to officer		219,947			185,015
Total current liabilities		462,274			416,041
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value;10,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.02 par value; 40,000,000 shares authorized; 13,000,000 shares issued and outstanding at December 31, 2008; and at March 31, 2008		13,000			13,000
Additional paid in capital		477,266			58,267
Accumulated deficit		(823,913	)		(356,205	)
Accumulated other comprehensive income		(12,500	)		16,250
Total stockholders' deficit		(346,147	)		(268,688	)
Total liabilities and stockholders' deficit	$	116,127		$	147,353

The accompanying notes are an integral part of these unaudited financial statements.

4

MORRIS BUSINESS DEVELOPMENT COMPANY

(Formerly known as Electronic Media Central Corporation)

STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2008, 2007, AND 2006
(Unaudited)

	For Three Month Periods Ended December 31,									For Nine Month Periods Ended December 31,
	2008			2007			2006			2008			2007			2006
Net revenues	$	—		$	3,957		$	17,853		$	14,513		$	65,449		$	140,421
Cost of revenues		—			2,726			13,099			—			39,268			90,977
Gross profit		—			1,231			4,754			14,513			26,181			49,444
Operating expenses
Professional fees		5,007			3,786			4,841			18,248			14,370			25,378
Salaries and related expenses		—			6,682			9,131			270			19,467			26,823
Consulting fees paid to related party		1,500			—			—			9,099			—			—
Other		5,270			5,677			3,789			22,371			16,918			13,008
Total operating expenses		11,777			16,145			17,761			49,988			50,755			65,209
Loss from operations		(11,777	)		(14,914	)		(13,007	)		(35,475	)		(24,574	)		(15,765	)
Other income (expense)
Other income		—			—			—			—			—			805
Interest expense		(5,726	)		(4,730	)		(3,843	)		(16,433	)		(13,793	)		(10,853	)
Beneficial conversion expense		—			—			—			(415,000	)		—			—
Total other expense		(5,726	)		(4,730	)		(3,843	)		(431,433	)		(13,793	)		(10,048	)
Loss before income taxes		(17,503	)		(19,644	)		(16,850	)		(466,908	)		(38,367	)		(25,813	)
Provision for income taxes		—			—			—			800			800			800
Net Loss	$	(17,503	)	$	(19,644	)	$	(16,850	)	$	(467,708	)	$	(39,167	)	$	(26,613	)
Other comprehensive gain/ (loss):
Unrealized loss on marketable securities		7,500			—			—			12,500			—			—
Comprehensive income (loss)		(10,003	)		(19,644	)		(16,850	)		(455,208	)		(39,167	)		(26,613	)
Basic and diluted weighted average number of common stock outstanding		13,000,000			13,000,000			13,000,000			13,000,000			13,000,000			13,000,000
Basic and diluted net loss per share	$	(0.00	)	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)	$	(0.02	)

Weighted average number of shares used to compute basic and diluted loss per share is the same as the
effect of dilutive securities is anti-dilutive.

The accompanying notes are an integral part of these unaudited financial statements.

5

MORRIS BUSINESS DEVELOPMENT COMPANY

(Formerly known as Electronic Media Central Corporation)

STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2008, 2007, AND 2006
(Unaudited)

	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(467,708	)	$	(39,167	)	$	(26,613	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Related party note payable issued for office expense		900			—			900
Capital contribution via services provided		3,999			—			—
Beneficial conversion expense		415,000			—			—
Decrease (Increase) in accounts receivable		6,655			7,405			112,567
Increase (Decrease) in accounts payable and accrued expenses		10,180			19,139			(60,222	)
Net cash provided by (used in) operating activities		(30,974	)		(12,623	)		26,632
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease (Increase) in receivables from related party		(4,723	)		36,350			27,299
Increase (decrease) in due to officer		34,932			(20,899	)		(53,157	)
Decrease in due to affiliates		—			—			(2,666	)
Net cash provided by (used in) financing activities		30,209			15,451			(28,524	)
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		(765	)		2,828			(1,963	)
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		765			1,118			6,447
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	—		$	3,946		$	4,484
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the year	$	—		$	—		$	—
Taxes paid during the year	$	—		$	—		$	—

The accompanying notes are an integral part of these unaudited financial statements.

6

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1

ORGANIZATION

On April 1, 1998, Morris Business Development Company (the Company or MBDC) was incorporated in California as Electronic Media Central Corporation (EMC) (formerly a division of Internet Infinity, Inc. (III)). The Company is engaged in providing services for the development and growth of both American public and private stock companies. The Company is also engaged in providing services for duplication, replication and packaging of DVDs and CDs.

On March 29, 2007 the Company registered a name change to Morris Business Development Company with the California Secretary of State.

As of May 12, 2006 the Company filed Form N-54A with the United States Securities Exchange Commission to become a business development company by certifying that it is a closed-end company (mutual fund) organized and operated for the purpose of making investments in securities described in section 55 (a)(1) through (3) of the Investment Company Act of 1940; and that it will make available significant managerial assistance to American companies with respect to issuers of such securities to the extent required by the act.

The Company has commenced the development of new management consulting services to assist American client companies in complying with the reporting requirements to the government and in communicating with shareholders, customers and the public and the accessing of needed growth capital.

NOTE 2

BASIS OF PRESENTATION AND BUSINESS

The accompanying financial statements have been prepared by MBDC (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the financial position and the results of operations and cash flows for the related interim periods ended December 31, 2008, 2007 and 2006. The results of operations for the three and nine month periods ended December 31, 2008, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2009.

The accounting policies followed by the Company and other information are contained in the notes to the Company’s financial statements filed on July 14, 2008, as part of the Company’s annual report on Form 10-K for the year ended March 31, 2008. This quarterly report should be read in conjunction with such annual report.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain comparative amounts have been reclassified to conform to the current year's presentation.

7

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

Recent Pronouncements

In December 2007, FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. This statement has no effect on the financial statements as the Company does not have any outstanding non-controlling interest.

In March, 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. FASB Statement No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information. Based on current conditions, the Company does not expect the adoption of SFAS 161 to have a significant impact on its results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” This statement replaces FASB Statement No. 141, “Business Combinations.” This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 141 to have a significant impact on its results of operations or financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will not have an impact on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of this Statement is limited to financial guarantee insurance (and reinsurance) contracts, as described in this Statement, issued by enterprises included within the scope of Statement 60. Accordingly, this Statement does not apply to financial guarantee contracts issued by enterprises excluded from the scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on

8

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

trade receivables). This Statement also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement will not have an impact on the Company’s financial statements.

On December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for certain non-public enterprises as defined in paragraph 289, as amended, of FASB Statement No. 109, Accounting for Income Taxes, including non-public not-for-profit organizations. However, non-public consolidated entities of public enterprises that apply U. S. GAAP are not eligible for the deferral. Nonpublic enterprises that have applied the recognition, measurement, and disclosure provisions of Interpretation 48 in a full set of annual financial statements issued prior to the issuance of this FSP also are not eligible for the deferral. This FSP shall be effective upon issuance. The Company does not believe this pronouncement will impact its financial statements.

On January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. The FSP shall be effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The Company does not believe this pronouncement will impact its financial statements.

NOTE 3

UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $823,913 at December 31, 2008, and its total liabilities exceeds its total assets by $346,147.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners, which would enhance stockholders’ investment. Moreover, George Morris, the chairman, director and officer of the Company, has contributed cash to maintain a reduced overhead operation until significant funding can be received for growth. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

NOTE 4

MARKETABLE SECURITIES

The Company’s investments in securities are classified as available-for-sale and, as such, are carried at fair value based on quoted market prices. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes.

9

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized and unrealized gains and losses for securities classified as available-for-sale are included in the statement of operations and comprehensive gain, respectively. On December 31, 2008, marketable securities have been recorded at $8,750 based upon the fair value of the marketable securities, compared to those recorded at $37,500 on March 31, 2008.

	December 31, 2008	March 31, 2008
	(Unaudited)
Equity Securities Name and Symbol	LEEP, Inc (LPPI)	LEEP, Inc (LPPI)
Number of Shares Held	2,500,000	2,500,000
Cost	$     21,250	$     21,250
Market Value	$       8,750	$     37,500
Accumulated Unrealized Gain	($   12,500)	$     16,250
Traded on Pink Sheets (PK) or Bulletin Board (BB)	PK	PK

NOTE 5

ACCOUNT PAYABLE & ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2008 and March 31, 2008:

	December 31, 2008		March 31, 2008
	(Unaudited)
Account payable	$	5,149	$	43,860
Accrued payroll		180		0
Accrued tax		3,957		3,157
Accrued interest		54,150		46,779
Accrued professional fees		6,750		12,500
	$	116,476	$	106,296

NOTE 6

ENEFICIAL CONVERSION OF DEBT

On June 20, 2008, the board of directors authorized George Morris, the chairman, director and officer of the Company, to convert up to $415,000 of the outstanding debt of the Company to him into 6,916,667 shares of common stock at the price of $0.06 per share. The Company recorded the right of converting the debt into shares amounting to $415,000 as an expense in the accompanying financial statements as of December 31, 2008.

NOTE 7

RELATED PARTY TRANSACTIONS

The Company has a receivable of $107,377 and $102,433 from Internet Infinity, Inc., and a payable of $9,750 and $9,530 to Morris & Associates, Inc. These companies are parties related through common shareholder and officer of MBDC as of December 31, 2008 and March 31, 2008, respectively. The amounts are short term loans in the normal course of business and are interest free, unsecured and due on demand.

The Company has a note payable to Apple Realty, Inc., a related party through common shareholder and officer. The note amounts to $116,100 as of December 31, 2008 and $115,200 as of March 31, 2008, due on demand, and is secured by assets of MBDC. Interest shall accrue at 6% per annum, due and payable upon demand. This note is the remaining unpaid consulting fees and office expense provided by the related party. During the nine month period ended December 31, 2008, $900 of unpaid office expense was added to the note. The company recorded interest of $16,433 and $13,793 for the nine month periods ended December 31, 2008 and 2007, respectively. The interest payable amounting to $54,150 as of December 31, 2008 and $46,779 as of March 31, 2008 is included in the accompanying financial statements.

10

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

The Company has a payable to the Company’s chairman. The loan, amounting to $219,947 at December 31, 2008 and $185,015 as of March 31, 2008, carries an interest rate of 6% per annum, is unsecured and due on March 31, 2009. The company recorded interest of $9,061 and $6,901 for the nine month period ended December 31, 2008 and 2007, respectively. The total interest payable on the loan amounted to $34,357 at December 31, 2008 and $25,296 as of March 31, 2008.

George Morris is the chairman of MBDC. As of December 31, 2008, Mr. Morris’ beneficial ownership percentages of related companies’ common stock is as follows:

Morris Business Development Company  (the Company)	82.9%
Internet Infinity, Inc.	85.1%
Morris & Associates, Inc.	71.3%
Apple Realty, Inc.	100.0%

During the nine months period ended December 31, 2008, the Company’s officers and directors did not charge the Company for their services. Such contributed services were recorded as capital contribution in the amount of $3,999 as of December 31, 2008, which was determined based on the fair value of the services provided.

NOTE 8

STOCK SPLITS

On May 30, 2008, the Company announced a ten-for-one stock split that became effective immediately at the opening of business on that day. All per share amounts and share numbers presented in the financial statements have been restated retroactively, for this adjustment.

11

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We focus on the development of opportunities to invest in eligible portfolio companies providing early stage capital, strategic guidance and operational support.

Our principal objective is long-term capital appreciation. We may invest in debt securities of these companies, or may acquire an equity interest in the form of common or preferred stock, warrants or options to acquire stock or the right to convert the debt securities into stock. We may invest alone, or as part of a larger investment group. Consistent with our status as a BDC and the purposes of the regulatory framework for BDC’s under the 1940 Act, we will offer to provide managerial assistance, potentially in the form of a consulting agreement or in the form of a board of director’s seat, to the developing companies in which we invest.

In addition, we may acquire either a minority or controlling interest in mature privately held or public stock companies in a roll-up strategy. It is anticipated that any acquisitions will be primarily in exchange for our common stock, or a combination of cash and stock. The principal objective of acquisitions is to increase the market value of the target company pursuant to a roll-up strategy that would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public if it is not already a public stock company through an initial public offering, spin-off to our shareholders, or reverse merger into a publicly traded shell corporation.

We operate as an externally managed investment company. Our operations will be governed by an Investment Advisory Management Agreement to be entered into between us and a new investment advisory limited liability company which will be formed and wholly-owned by our Chairman, George Morris. We have not elected to qualify to be taxed as a regulated investment company as defined under Subchapter M of the Internal Revenue Code.

Our common stock trades on the over the counter bulletin board under the symbol “MBDE.”

Our financial statements have been prepared assuming we will continue as a going concern. Because we have historically incurred operating losses, and expect those losses to continue in the future, our Certified Public Accountants included an explanatory paragraph in their report raising substantial doubt about our ability to continue as a going concern.

12

Regulation as a BDC

Although the 1940 Act exempts a BDC from registration under that Act, it contains significant limitations on the operations of BDC’s. Among other things, the 1940 Act contains prohibitions and restrictions relating to transactions between a BDC and its affiliates, principal underwriters and affiliates of its affiliates or underwriters, and it requires that a majority of the BDC’s directors be persons other than “interested persons,” as defined under the 1940 Act. The 1940 Act also prohibits a BDC from changing the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless so authorized by the vote of the holders of a majority of its outstanding voting securities. BDC’s are not required to maintain fundamental investment policies relating to diversification and concentration of investments within a single industry.

Generally, a BDC must be primarily engaged in the business of furnishing capital and providing managerial expertise to companies that do not have ready access to capital through conventional financial channels. Such portfolio companies are termed “eligible portfolio companies.” More specifically, in order to qualify as a BDC, a company must (1) be a domestic company; (2) have registered a class of its equity securities or have filed a registration statement with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934; (3) operate for the purpose of investing in the securities of certain types of portfolio companies, namely immature or emerging companies and businesses suffering or just recovering from financial distress; (4) extend significant managerial assistance to such portfolio companies; and (5) have a majority of “disinterested” directors (as defined in the 1940 Act).

An eligible portfolio company is, generally, a U.S. company that is not an investment company and that (1) does not have a class of securities registered on an exchange or included in the Federal Reserve Board’s over-the-counter margin list; or (2) is actively controlled by a BDC and has an affiliate of a BDC on its board of directors; or (3) meets such other criteria as may be established by the Securities and Exchange Commission. Control under the 1940 Act is generally presumed to exist where a BDC owns 25% of the outstanding voting securities of the company.

The 1940 Act prohibits or restricts companies subject to the 1940 Act from investing in certain types of companies, such as brokerage firms, insurance companies, investment banking firms and investment companies. Moreover, the 1940 Act limits the type of assets that BDC’s may acquire to “qualifying assets” and certain assets necessary for its operations (such as office furniture, equipment and facilities) if, at the time of acquisition, less than 70% of the value of the BDC’s assets consist of qualifying assets. Qualifying assets include: (1) securities of companies that were eligible portfolio companies at the time the BDC acquired their securities; (2) securities of bankrupt or insolvent companies that were eligible at the time of the BDC’s initial acquisition of their securities but are no longer eligible, provided that the BDC has maintained a substantial portion of its initial investment in those companies; (3) securities received in exchange for or distributed in or with respect to any of the foregoing; and (4) cash items, government securities and high-quality short-term debt. The 1940 Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in order for the securities to be considered qualifying assets. These restrictions include limiting purchases to transactions not involving a public offering and acquiring securities from either the portfolio company or its officers, directors, or affiliates.

A BDC is permitted to invest in the securities of public companies and other investments that are not qualifying assets, but those kinds of investments may not exceed 30% of the BDC’s total asset value at the time of the investment.

A BDC must make significant managerial assistance available to the issuers of eligible portfolio securities in which it invests. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted does provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. The portfolio company does not have to accept the BDC’s offer of managerial assistance, and if they do accept may be required to pay prevailing market rates for the services.

We do not currently have any subsidiaries or Eligible Portfolio Companies (“EPCs”); however we do have an operating division that provides services for the duplication, replication, and packaging of DVD’s and CD’s. We are actively seeking quality eligible portfolio companies in which to make an investment and provide managerial assistance.

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Three Months ended December 31, 2008 compared to the Three Months ended December 31, 2007 and 2006

Results of Operations

Introduction

During the three months ended June 30, 2006, we elected to become subject to certain sections of the Investment Company Act of 1940 by becoming a Business Development Company. During that quarter, and the quarter ended December 31, 2007, our DVD and CD division continued to be our sole source of revenues.

Revenues and Income (Loss) from Operations

Our revenue, cost of revenue, total operating expenses and income (loss) from operations for the three months ended December 31, 2008, as compared to the three months ended December 31, 2007 and 2006, and September 30, 2008, are as follows:

	Three Months Ended December 31 , 2008			Three Months Ended December 31, 2007			Percentage Change Increase (Decrease)	Three Months Ended December 31, 2006			Three Months Ended September 30, 2008
Revenue	$	0		$	3,957		(100)%	$	17,853		$	6,543
Cost of revenue		0			2,726		(100)%		13,099			1,629
Total operating expenses		11,777			16,145		(27)%		17,761			12,163
Loss from operations	$	(11,777	)	$	(14,914	)	21%	$	(13,007	)	$	(7,250	)

Our revenues for the three months ended December 31, 2008 decreased to zero compared to $3,957 for the three months ended December 31, 2007, $17,853 for the three months ended December 31, 2006, and $6,543 for the three months ended September 30, 2008. The decrease in revenues for the third quarter of 2008 compared to the third quarter of 2007 was due to reduced sales of our replication services to all of our customers.

Our revenues for the current quarter decreased by 100% compared to a year earlier. Our total operating expenses decreased by 27%, resulting in our loss from operations for the three months ended December 31, 2008 being $11,777 as compared to $16,145 for the three months ended December 31, 2007 and a loss from operations of $17,761 for the three months ended December 31, 2006 and $7,250 for the three months ended September 30, 2008.

Our cost of revenue as a percentage of revenue was 100%, 69%, and 73% for the three month periods ending December 31, 2008, 2007, and 2006, respectively. Our cost of revenue as a percentage of revenue for the three months ended September 30, 2008 was 25%. The change in our cost of revenue as a percentage of revenue in recent periods is attributed to no sales.

Non-Operating Income (Expense) and Net Income (Loss)

Our other income, interest expense, and net income (loss) for the three months ended December 31, 2008, as compared to the three months ended December 31, 2007 and 2006, and September 30, 2008, are as follows:

	Three Months Ended December 31, 2008			Three  Months Ended December 31, 2007			Percentage Change Increase (Decrease)	Three  Months Ended December 31, 2006			Three Months Ended September 30, 2008
Other income	$	—		$	—		—%	$	—		$	0
Interest expense		(5,726	)		(4,730	)	21.1%		(3,843	)		(5,537	)
Net loss	$	(17,503	)	$	(19,644	)	(10.9)%	$	(16,850	)	$	(12,787	)

The interest expense for each of the quarters presented is related to notes owed to our Chairman George Morris.

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Nine Months ended December 31, 2008 compared to the Nine Months ended December 31, 2007 and 2006

Results of Operations

Introduction

During the three months ended June 30, 2006, we elected to become subject to certain sections of the Investment Company Act of 1940 by becoming a Business Development Company. Since that time, our DVD and CD division continued to be our sole source of revenues.

Revenues and Income (Loss) from Operations

Our revenue, cost of revenue, total operating expenses and income (loss) from operations for the nine months ended December 31, 2008, as compared to the nine months ended December 31, 2007 and 2006, are as follows:

	Nine Months Ended December 31, 2008			Nine  Months Ended December 31, 2007			Percentage Change Increase (Decrease)		Nine  Months Ended December 31, 2006
Revenue	$	14,513		$	65,449			(78)%	$	140,421
Cost of revenue		0			39,268			(100)%		90,977
Total operating expenses		49,988			50,755			(2)%		65,209
Loss from operations	$	(35,475	)	$	(24,574	)		44%	$	(15,765	)

Our revenues for the nine months ended December 31, 2008 decreased to $14,513 compared to $65,449 for the nine months ended December 31, 2007 and $140,421 for the nine months ended December 31, 2006. The decrease in revenues for 2008 compared to 2007 was due to lower sales to all of our customers.

While our revenues for the current nine month period decreased by 78% compared to a year earlier, our total operating expenses decreased by $767, or 2%, resulting in a greater loss from operations for the nine months ended December 31, 2008 of $35,475 as compared to $24,574 for the nine months ended December 31, 2007. We had a loss from operations of $35,475 for the nine months ended December 31, 2008, primarily because of total operating expenses not offset by decreased sales.

Our cost of revenue as a percentage of revenue has been 0%, 60% and 65% for the nine month periods ending December 31, 2008, 2007, and 2006, respectively. The variance in our cost of revenue as a percentage of revenue in recent periods is attributed to increased price competition.

Non-Operating Income (Expense) and Net Income (Loss)

Our other income, interest expense, and net income (loss) for the nine months ended December 31, 2008, as compared to the nine months ended December 31, 2007 and 2006, are as follows:

	Nine Months Ended December 31, 2008			Nine  Months Ended December 31, 2007			Percentage Change Increase (Decrease)		Nine  Months Ended December 31, 2006
Other income	$	—		$	—			—	$	805
Interest expense		16,433			13,793			19.1%		10,853
Beneficial conversion expense		415,000			—			100.0%		—
Total other expense		431,433			13,793			3027.9%		10,048
Loss before income taxes	$	(466,908	)	$	(38,367	)		1116.9%	$	(25,813	)
Net loss	$	(467,708	)	$	(39,167	)		1094.1%	$	(26,613	)

The interest expense for each of the nine-month periods presented is related to notes owed to our Chairman, George Morris. Beneficial conversion expense recognizing cost contribution is $415,000 and an unrealized loss of $12,500 on the Leep Inc. marketable securities held in our portfolio.

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Liquidity and Capital Resources

Introduction

During the nine months ended December 31, 2008, we had a comprehensive loss of $455,208, and a negative cash flow from operations of $30,974. During our third quarter, we had both a large net loss from write offs and expense recognition and a small negative cash flow from operations. Because our revenues are small, almost any change in our revenues or operating expenses has a material effect, and we anticipate that our net profit or loss, and operating profit or loss, will continue to vary widely from time period to time period.

Our cash and cash equivalents, accounts receivable, total current assets, total current liabilities, and total liabilities as of December 31, 2008, compared to December 31, 2007 and September 30, 2008, are as follows:

	December 31, 2008		December 31, 2007		September 30, 2008
Cash	$	0	$	3,946	$	220
Accounts receivable		0		3,583		5,127
Total current assets		116,127		7,529		127,473
Total assets		116,127		106,350		127,473
Total current liabilities		462,274		395,851		448,617
Total liabilities		462,274		395,851		448,617

Cash Requirements

Our cash requirements are expected to remain stable over the next 12 months. Our cash is utilized primarily for professional fees associated with being a public, reporting company and with the acquisition of eligible portfolio companies.

Sources and Uses of Cash

Operations and Financing

During the nine months ended December 31, 2008, we used cash of $765. This was a result of net cash used in operating activities of $30,974, offset by net cash provided by financing activities of $30,208. Net cash used by operating activities consisted primarily of a decrease in accounts receivable of $6,655 offset by an increase in accounts payable of $10,180. We anticipate that we will continue to operate at a loss and use a small positive cash flow of loans from George Morris until the Company can raise additional capital with a new investment or operation.

Critical Accounting Policies

Our accounting policies are fully described in Note 2 to our consolidated financial statements. The following describes the general application of accounting principles that impact our consolidated financial statements.

Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Since we have very few assets and only one operating division there is no quantitative information, as of December 31, 2008, about market risk that has any impact on our present business. Once we begin making investments in additional eligible portfolio companies we anticipate there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time.

Our primary financial instruments are cash in banks and money market instruments. We do not believe that these instruments are subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices. We do not have derivative financial instruments for speculative or trading purposes. We are not currently exposed to any material currency exchange risk.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances of achieving their objectives. Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1.

Legal proceedings

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A

Risk Factors

At the time we filed our last Annual Report on Form 10-K, we were a Small Business Issuer as defined in Regulation S-K, and thus did not include risk factors in our filing.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

There have been no events which are required to be reported under this Item.

Item 3

Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

Item 4

Submission of Matters to a Vote of Security Holders

There have been no events which are required to be reported under this Item.

Item 5

Other Information

There have been no events which are required to be reported under this Item.

Item 6

Exhibits

(a)

Exhibits

Exhibit No.	Description
3.1 (1)	Articles of Incorporation of Electronic Media Central Corporation
3.2 (4)	Articles of Amendment to Articles of Incorporation
3.3 (1)	Bylaws
10.1 (2)	Distribution Agreement Between Electronic Media Central and L&M Media, Inc., dba Apple Media
14.1 (3)	Code of Ethics
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

———————

(1)

Incorporated by reference to our Form 10-SB, Commission file number 000-32345, filed with the Commission on February 13, 2001.

(2)

Incorporated by reference to the Registrant’s Registration Statement on Form 10-SB/A, filed on April 13, 2001.

(3)

Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB, filed on July 13, 2004.

(4)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on July 3, 2007.

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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.

Dated:   February 20, 2009
	By:	/s/ GEORGE P. MORRIS
		George P. Morris
	Its:	Chief Executive Officer
Dated:   February 20, 2009
	By:	/s/ GEORGE P MORRIS
		George P. Morris
	Its:	Chief Financial Officer

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