10-K 1 form10-k.htm MORRIS BUSINESS DEVELOPMENT COMPANY 10-K 3-31-2007 form10-k.htm


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

Form 10-K

T
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2007

£
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:  O-32345

Morris Business Development Company
(Exact name of registrant as specified in its charter)

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

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

Electronic Media Central Corporation
(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
     
None
 
None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.02
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes £     No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   Yes £     No T



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes T     No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. T

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £
Accelerated filer £
Non-accelerated filer T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £    No T

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $537,720, based on the closing price of $2.00 for our common stock on September 30, 2006.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes £     No £

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of registrant’s classes of common stock, as of the latest practicable date.  As of June 29, 2007, there were 1,300,000 shares of common stock, par value $0.02, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.

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Morris Business Development Company

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PART I

This Annual 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 – BUSINESS

Business Development

Morris Business Development Company, a California corporation (referred to as “we,” “us,” “our” or the “Company”) was incorporated on March 10, 1998, in the State of California, as Electronic Media Central Corporation.  Prior to our incorporation, we commenced sales distribution operations in late 1996 as a division of Internet Infinity, Inc. (“Internet Infinity”).  Following our incorporation, on April 1, 1998, we continued to provide such services as a 100% wholly owned subsidiary of Internet Infinity.  Internet Infinity supplied us with management support to launch our sales distribution activities.
 
On September 28, 2001, all 500,000 of our issued and outstanding shares of common stock, held by Internet Infinity, were distributed to the Internet Infinity shareholders of record as of September 18, 2001.
 
Our initial business focus in late 1996 was on distributing electronic media duplication and packaging services for an unaffiliated company, Video Magnetics, LLC.  In February 1997, as the result of L&M Media, Inc. acquiring Video Magnetics, LLC, these services were supplied by the affiliated company, L&M Media, Inc. which for over 10 years had been wholly owned by George Paul Morris, our Chairman, Chief Financial Officer and Secretary and the controlling shareholder of both Internet Infinity and us.  L&M Media was supplying its products and services to us through its wholly owned subsidiary, Apple Media Corporation, through March 31, 2002.  All products and services were provided by Pac Max Corporation of Brea, California and less than five other independent suppliers.
 
On May 12, 2006, we filed an election to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”), which became effective on the date of filing.

On March 30, 2007, we changed our name to Morris Business Development Company.


Description of Business

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 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 pursuant to a roll-up strategy would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public 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, BDC Fund Management, LLC, which is 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 “EMEC.”

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.

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 EPC’s, however we do have an operating division that provides services for the duplication, replication, and packaging of digital video disks (“DVD”) and compact disks (“CD”).  We are actively seeking quality eligible portfolio companies in which to make an investment and provide managerial assistance.


Morris Business Development Company Services

We market the services of our BDC through the internet, telephone, direct mail and trade conferences.  The financial and management consulting services industry is highly competitive.  However, the BDC delivery of these services to smaller American companies under $100-million in revenue is limited to 100 Business Development Companies operating under the 1940 Investment Act.

Our President George Morris and one in-house sales person are actively engaged in sales of BDC services.

Electronic Media Duplication Services

We provide electronic media duplication, replication, and packaging services for CD’s and DVD’s.

Our sales of electronic media duplication services are primarily the duplication of a customer’s pre-recorded video programs.  The customer’s programs are principally used for education, promotion and documentation of the customer’s products or services.  We provide services to create multiple copies of a customer’s material on CD and DVD formats.  The main target markets for our services are business, religious, government and other non-profit organizations.  We do not provide services to the adult entertainment industry.

We charge a customer for electronic media duplication services by quoting a price per piece duplicated to the customer.  The price is based on the number of pieces duplicated, the length of the customer’s program and the specific requirements.  The greater the number of pieces a customer orders at one time, the lower the price per piece.  A longer customer program will cost more per piece.

Suppliers and Sub-Contractors

Our duplication services orders are manufactured and fulfilled through unrelated independent suppliers.  Our sales representative is responsible for managing his own clients.  We are responsible for sales force compensation of one sales person at $3,000 per month plus incentives.  In addition, we pay George Morris, our Chairman, Chief Financial Officer, Secretary and controlling shareholder, $200 per month salary for sales and marketing consulting.

Distribution Methods

We distribute our products through an in-house employee sales person working the telephone, fax, mail and the Internet.  Shipments are made throughout the United States with a majority in California.

Competition

The electronic media duplication industry is highly competitive.  Large competitors such as Technicolor Corporation dominate the large volume market from the movie studios and advertising premium business.  Numerous small regional competitors such as our company serve the smaller regional business and nonprofit organization markets.  The principal markets for our products and services are local small commercial and non-profit organizations.  The typical size of our target customers is under 100 employees.


There are many local/regional video duplicators and CD/DVD replicators in the Los Angeles, Orange County, and San Diego, California area.  No sales numbers or other capacity information is available for these private companies.

We compete with both price and customer service.  We are constantly negotiating for the best price from our supplier.  This is necessary to allow us to compete on price to our customers.  In addition, we monitor offers from competitors on the Internet, through direct mail and through comparison-shopping to remain competitive.  With our competitive prices and our offering special delivery service in Southern California, special design consultation and fast order fulfillment, customers are willing to leave their masters with us for convenient repeat orders.  Our sales person is able to provide advice and assistance to a customer as he prepares their job for duplication with us.  Special situations include handling special orders requiring faster turnaround time than normal delivery.  We strive to maintain a high level of customer service to be competitive.

Advertising and Promotion

Our advertising and promotion is primarily electronic-media focused. We engage in telephone and Internet campaigns to prospect for new customers in the electronic duplication business.  In addition, we use direct mail to prospect for new customers.

Employees

The number of employees required to operate our business is currently two full-time employees and one part-time employee.  We can upscale our staffing based on sales growth and our business need.

ITEM 1A – RISK FACTORS

On at least an annual basis, we are required to provide our shareholders with a statement of risk factors and other considerations for their review.  These risk factors and other considerations include:

We have a limited operating history.

We have been providing our electronic media duplication, replication, and packaging services as a corporation since March 10, 1998 and our business development services since May 12, 2006.  As such, we have a limited operating history as a BDC and our business and prospects must be considered in light of the risks and uncertainties to which small companies in highly competitive industries such as electronic media duplication and undercapitalized companies in industries such as business development services are exposed, respectively.  We cannot provide assurances that our business strategy will be successful or that we will successfully address those risks and the risks described herein.

 
·
If we are unable to secure future capital, we will be unable to continue our operations.

 
·
Our electronic media duplication, replication, and packaging services business has not been consistently profitable in the past and it may not be profitable in the future.  Our business development business has likewise not been profitable in the past and it may not be profitable in the future.  We may incur losses on a quarterly or annual basis for a number of reasons, some within and others outside our control.  The growth of our business will require the commitment of substantial capital resources.  If funds are not available from operations, we will need additional funds.  We may seek such additional funding through public and private financing, including debt or equity financing. Adequate funds for these purposes, whether through financial markets or from other sources, may not be available when we need them.  Even if funds are available, the terms under which the funds are available to us may not be acceptable to us. Insufficient funds may require us to delay, reduce or eliminate some or all of our planned activities.


To successfully execute our current strategy, we will need to improve our working capital position.  The report of our independent auditors accompanying our financial statements includes an explanatory paragraph indicating there is a substantial doubt about the Company’s ability to continue as a going concern due to recurring losses.  We plan to overcome the circumstances that impact our ability to remain a going concern through a combination of increased revenues and decreased costs, with interim cash flow deficiencies being addressed through additional equity financing.

We will likely experience fluctuation in our quarterly performance.

Quarterly operating results can fluctuate significantly depending on a number of factors, any one of which could have a material adverse effect on our results of operations.  The factors related to our business development business include: the timing of services announcements and subsequent introductions of new or enhanced services by us and by our competitors, the market acceptance of our services, changes in our prices and in our competitors’ prices, the timing of expenditures for staffing and related support costs, the extent and success of advertising, and changes in general economic conditions.

We may experience significant quarterly fluctuations in revenues and operating expenses as we introduce new services, especially as we enter the BDC business.  Furthermore, quarterly results are not necessarily indicative of future performance for any particular period.

Since our competitors have greater financial and marketing resources than we do, we may experience a reduction in market share and revenues.

The markets for our products and services are highly competitive and rapidly changing.  Some of our current and prospective competitors have significantly greater financial, technical, marketing resources than we do.  Our ability to compete in our markets depends on a number of factors, some within and others outside our control.  These factors related to our business development business include: the frequency and success of product and services introductions by us and by our competitors, the selling prices of our products and services and of our competitors’ products and services, the performance of our products and of our competitors’ products, product distribution by us and by our competitors, our marketing ability and the marketing ability of our competitors, and the quality of customer support offered by us and by our competitors.

We are dependent upon one major customer for a significant percentage of our sales, and the loss of this key customer would materially reduce our revenues.

We have one major customer for our duplication division, which represents 93% of our total revenues for the year ended March 31, 2007.  Our dependence on this key customer means that the loss of this key customer, or any reduction in its work orders would materially reduce our revenues.  We expect that sales of our services to this key customer will continue to contribute materially to our revenues in the foreseeable future.  The loss of, or a significant reduction in purchases by this key customer could harm our business, financial condition and results of operations.


We rely on a limited number of third-party suppliers to provide all of the services and products we resell and distribute.

All of the products and services we resell and distribute for our duplication division are supplied by  a very limited number of unrelated, independent suppliers.  There can be no assurance that there will not be a significant disruption in the supply of such products and services from a supplier or, in the event of a disruption, that we would be able to locate alternative suppliers of such products and services of comparable quality at an acceptable price, or at all.  In addition, we cannot be certain that our unaffiliated suppliers will be able to fill our orders in a timely manner.  If we experience significant increased demand, or need to replace Pac Max Corporation, there can be no assurance that alternative suppliers will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements.  In addition, even if we are able to find new suppliers, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers in our methods, products and quality control standards.  Any delays, interruption or increased costs in the supply of such products and services could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long-term.

If our operations continue to result in a net loss, negative working capital and a decline in net worth, and we are unable to obtain needed funding, we may be forced to discontinue operations.

For several recent periods, up through the present, we had a net loss, negative working capital and a decline in net worth, which raise substantial doubt about our ability to continue as a going concern.  Our ability to continue operations will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing.  If we are unable to achieve the necessary product sales or raise or obtain needed funding, we may be forced to discontinue operations.

We have never paid any dividends on our common stock.

We have not paid any cash dividends on our common stock to date and we do not anticipate paying cash dividends in the foreseeable future.

Since we have limited experience with portfolio investment companies we may encounter problems that would negatively impact our financial condition.

Our experience with portfolio investments is limited and we may encounter problems or underlying liabilities with portfolio companies that would put our investment or our business at risk.  We may in our effort to correct or reverse these problems encounter significant accounting or legal expense that would deplete our working capital.  These corrective efforts would adversely impact our working capital.  We may also incorrectly estimate the value of our investments which would require a subsequent restatement or require an updated valuation due to our lack of experience with portfolio investments.


Our common stock may be affected by limited trading volume and may fluctuate significantly.

There has been a limited public market for our common stock and there can be no assurance an active trading market for our common stock will develop.  This could adversely affect our shareholders’ ability to sell our common stock in short time periods or possibly at all.  Our common stock has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  Our stock price could fluctuate significantly in the future based upon any number of factors such as: general stock market trends; announcements of developments related to our business; fluctuations in our operating results; announcements of technological innovations, new products or enhancements by us or our competitors; general conditions in the markets we serve; general conditions in the U.S. economy; developments in patents or other intellectual property rights; the performance of our eligible portfolio companies; and developments in our relationships with our customers and suppliers.  Substantial fluctuations in our stock price could significantly reduce the price of our stock.

Our common stock is traded on the "Over-the-Counter Bulletin Board," which may make it more difficult for investors to resell their shares due to suitability requirements.

Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future.  Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater.  These factors may reduce the potential market for our common stock by reducing the number of potential investors.  This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares.  This could cause our stock price to decline.

Our share ownership is concentrated.  

Our officers, directors and principal stockholders, together with their affiliates, beneficially own approximately 83% of our voting shares.  As a result, these stockholders, if they act together, will exert significant influence over all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially all of assets, as well as any charter amendment and other matters requiring stockholder approval. In addition, these stockholders may dictate the day to day management of the business.  This concentration of ownership may delay or prevent a change in control and may have a negative impact on the market price of the Company’s common stock by discouraging third party investors.  In addition, the interests of these stockholders may not always coincide with the interests of the Company’s other stockholders.

We may change our investment policies without further shareholder approval.

Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment company must meet, neither are we limited to the industries in which those investment companies must operate.  We may make investments without shareholder approval and such investments may deviate significantly from our historic operations.  Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.


Our investments may not generate sufficient income to cover our operations.

We intend to make investments in qualified companies that will provide the greatest overall return on our investment.  However, certain of those investments may fail, in which case we will not receive any return on our investment.  In addition, our investments may not generate income either in the immediate future or at all.  As a result, we may have to sell additional stock or borrow money to cover our operating expenses.  The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.

Our officers and directors have the ability to exercise significant influence over matters submitted for stockholder approval and their interests may differ from other stockholders.  

Our executive officers and directors have the ability to appoint a majority to the Board of Directors.  Accordingly, our directors and executive officers, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including issuing common and preferred stock, appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and the power to prevent or cause a change in control.  The interests of these board members may differ from the interests of the other stockholders.

Our board of directors will value our portfolio investments.

There is typically no public market of equity securities of the small privately held companies in which we intend to invest.  As a result, the valuation of the equity securities in our portfolio is likely to be stated at fair value as determined by the good faith estimate of our Board of Directors.  In the absence of a readily ascertainable market value, the estimated value of our portfolio of securities may differ significantly, favorably or unfavorably, from the values that would be placed on the portfolio if a ready market for the equity securities existed.

We plan to target portfolio companies that are development stage companies dependent upon the successful commercialization of their goods or services.  Each of our investments in portfolio companies is subject to a high degree of risk, and we may lose all of our investment in a portfolio company if it is not successful.

We will be investing in development stage companies that we believe can benefit from our expertise in structural support and market entry.  Development stage companies are subject to all of the risks associated with new businesses.  These risks include the risk that new business opportunity cannot become commercially viable, may not work, or become obsolete.  We cannot assure that any of our investments in our portfolio companies will be successful.  Our portfolio companies will be competing with larger, established companies with greater access to, and resources for, further development requiring capital resources beyond our ability.  We may lose our entire investment in any or all of our portfolio companies.  Even if our portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing.  Commercial success is difficult to predict and the marketing efforts of our expected portfolio companies may not be successful.


The securities we hold in our portfolio companies may be subject to restriction on resale, and we may not be able to sell the securities we hold for amounts equal to their recorded value, if at all.

Some of our portfolio companies may become thinly traded public companies or remain private companies.  As a result, substantially all of the securities we hold in our portfolio companies are subject to legal restrictions on resale.  Furthermore, our ability to sell the securities in our portfolio may be limited by, and subject to, the lack of or limited nature of a trading market for such securities.  Therefore, we cannot assure you that we will be able to sell our portfolio company securities for amounts equal to the values that we have ascribed to them or at the time we desire to sell.

We are subject to substantive SEC regulations as a business development company.

Securities and tax laws and regulations governing our activities may change in ways adverse to our and our shareholders' interests, and interpretations of these laws and regulations may change with unpredictable consequences.  Any change in the laws or regulations that govern our business could have an adverse impact on us or on our operations.  Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and NASDAQ Market rules, are creating additional expense and uncertainty for publicly held companies in general, and for business development companies in particular.  These new or changed laws, regulations and standards are subject to varying interpretations in many cases because of their lack of specificity, and as a result, their application in practice may evolve over time, which may well result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We have made no investments into other companies.

Although we have a division that provides electronic media duplication, replication, and packaging services, we have very few assets.  We need to raise capital before we can make substantive investments into, and offer managerial assistance to, other companies.  We may not be successful in raising capital.  If we are successful in raising capital, we may make investments that turn out to be worthless.

We have never had any annual net profit and there is no assurance that we will be able to achieve the financing necessary to enable us to precede with the development of our business plan.

We have never generated an annual net profit.  Our primary activity to date has been our electronic media duplication, replication, and packaging services, and more recently, the development of our BDC business plan.  Our success is dependent upon the successful development of our business model as a business development company, as to which there is no assurance.  Unanticipated problems, expenses and delays are frequently encountered in establishing a new business.  These include, but are not limited to, inadequate funding, competition, and investment development.  Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations.  We may not ever be profitable.


We need to raise capital in order to fulfill our business plan.

To date we have relied on sales revenue from our electronic media duplication, replication, and packaging services and private loans and equity investments from George Paul Morris, our Chairman, Chief Financial Officer and Secretary and controlling shareholder to fund operations.  We have generated little revenue and have extremely limited cash liquidity and capital resources.  Any equity financings could result in dilution to our stockholders.  Debt financing may result in high interest expense.  Any financing, if available, may be on unfavorable terms.  If adequate funds are not obtained, we may be required to reduce or curtail operations.

The services of our directors, officers and key staff are essential to our future success.

We are dependent for the selection, structuring, closing and monitoring of our investments on the diligence and skill of Roger Casas, our Chief Executive Officer and George Morris, Ph.D., our Chairman of the Board, President, and Chief Financial Officer.  Any loss or interruption of our key personnel’s services could adversely affect our ability to develop our business plan.  Our future success depends to a significant extent on the continued service and coordination of our senior management team and we cannot assure you we would be able to find an appropriate replacement for key personnel.  We have no employment agreements or life insurance on Mr. Casas or Dr. Morris.

ITEM 1B – UNRESOLVED STAFF COMMENTS

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our last fiscal year.

ITEM 2 – PROPERTIES

George Morris, our chairman, provides approximately 100 square feet of office space in Redondo Beach, California, at $100 a month.  Since our move from the Pac Max facilities at a cost of $2,700 a month, we currently pay our Chief Executive Officer, Roger Casas, $350 per month for the use of his home, and $140 a month for public storage.  There is a large amount of office space available for less than $2.00 per square foot within the three miles of the existing office.

ITEM 3 – LEGAL PROCEEDINGS

We are not a party to, or threatened by, any litigation or procedures.

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January 31, 2007, stockholders owning a majority of our outstanding voting stock approved by written consent an amendment to our Certificate of Incorporation to effectuate a name change from Electronic Media Central Corporation to Morris Business Development Company.  Shareholders representing 1,075,999 of the 1,300,000 possible votes, or 83%, approved the amendment.  There were no votes against the amendment, or withheld, and because the amendment was approved by written consent, there were no abstentions or broker non-votes.


PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Since December 2001, we have been eligible to participate in the OTC Bulletin Board, an electronic quotation medium for securities traded outside of the NASDAQ Stock Market, and prices for our common stock were published on the OTC Bulletin under the trading symbol “EMEC” through March 31, 2007.  Subsequently, in conjunction with the name change to Morris Business Development Company, our OTCBB trading symbol will be changed.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.  This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.

The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years, as provided by the Nasdaq Stock Markets, Inc.  The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

Fiscal Year,
     
Bid Prices
 
Ended
               
March 31
 
Period
 
High
   
Low
 
                 
2005
 
First Quarter
  $
0.15
    $
0.10
 
   
Second Quarter
  $
2.25
    $
0.15
 
   
Third Quarter
  $
0.75
    $
0.55
 
   
Fourth Quarter
  $
0.55
    $
0.55
 
                     
2006
 
First Quarter
  $
1.05
    $
0.55
 
   
Second Quarter
  $
1.75
    $
1.01
 
   
Third Quarter
  $
2.10
    $
1.10
 
   
Fourth Quarter
  $
1.10
    $
1.10
 
                     
2007
 
First Quarter (through June 26, 2007)
  $
1.20
    $
1.20
 

Holders

The number of holders of record of shares of our common stock is approximately thirty six (36).  Approximately 107,227 shares of common stock are held in brokerage accounts and represent approximately one hundred seventy nine (179) additional shareholders.

Dividend Policy

There have been no cash dividends declared on our common stock.  Dividends are declared at the sole discretion of our Board of Directors.


ITEM 6 – SELECTED FINANCIAL DATA
       
Morris Business
Development Company
 
For the Years Ended March 31,
 
                               
   
2007
   
2006
   
2005
   
2004
   
2003
 
                               
Statement of Operations Data:
                             
                               
Total revenues
  $
156,728
     
274,301
     
235,652
     
325,900
     
297,820
 
                                         
Income (loss) from continuing operations
    (38,902 )     (13,169 )     (70,704 )     (19,274 )     (93,896 )
                                         
Net income (loss)
    (49,444 )     (26,001 )     (82,322 )    
56
      (94,696 )
                                         
Net income (loss) per common share from continuing operations
    (0.04 )     (0.02 )     (0.08 )    
0.00
      (0.09 )
                                         
Balance Sheet Data:
                                       
                                         
Current assets
  $
88,144
     
148,333
     
68,910
     
34,263
     
32,410
 
Total assets
   
88,144
     
148,333
     
68,910
     
88,727
     
32,410
 
                                         
Current liabilities
   
338,478
     
349,223
     
288,799
     
117,094
     
60,833
 
Total liabilities
   
338,478
     
349,223
     
288,799
     
226,294
     
170,033
 
Total stockholders’ equity (deficit)
    (250,335 )     (200,890 )     (219,889 )     (137,567 )     (137,623 )
                                         
Total dividends per common share
   
-
     
-
     
-
     
-
     
-
 

ITEM 7 - 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; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; 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 Annual 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 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 pursuant to a roll-up strategy would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public 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 “EMEC.”

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.

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 EPC’s, 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.

Results of Operations for the Three Months Ended March 31, 2007 and 2006

Introduction

Our revenues for the fourth quarter of 2007 were $16,307, compared to $116,074 for the same quarter in 2006, a decrease of approximately 86%.  This large decrease was a result of a decrease in the number of customers for our CD duplication business.

Revenues and Loss from Operations

Our revenue, cost of revenue, total operating expenses, and loss from operations for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, and December 31, 2006, are as follows:

   
3 Months
Ended
March 31,
2007
   
3 Months
Ended
March 31,
2006
   
Percentage
Change
   
3 Months
Ended
December 31,
2006
 
                         
                         
Revenue
  $
16,307
    $
116,074
      (86.0 )%   $
17,853
 
Cost of revenue
   
9,087
     
77,520
      (88.3 )%    
13,099
 
Total operating expenses
   
30,355
     
29,518
      2.8 %    
17,761
 
                                 
Income (loss) from operations
  $ (23,135 )   $
9,036
      (356.0 )%   $ (13,008 )

Our revenues for the three months ended March 31, 2007 decreased to $16,307 compared to $116,074 for the three months ended March 31, 2006, and $17,853 for the three months ended December 31, 2006.  The decrease in revenues for the fourth quarter of 2007 compared to the fourth quarter of 2006 was due to reduced purchases of replication services.

During the three month periods ended March 31, 2007 and 2006 and December 31, 2006, we incurred a cost of revenue of $9,087, $77,520, and $13,099, respectively.  Our cost of revenue as a percentage of revenue has decreasedat 55.7%, 66.8%, and 73.4% for the three month periods ended March 31, 2007 and 2006 and December 31, 2006, respectively.  The decrease in our cost of revenue as a percentage of revenue in recent periods is attributed to a decrease in the number of customers for our CD duplication business.

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

Our other income and expenses and net loss for the three months ended March 31, 2007 and 2006, as compared to the three months ended December 31, 2006 are as follows:


   
3 Months
Ended
March 31,
 2007
   
3 Months
Ended
March 31, 2006
   
Percentage
Change
   
3 Months
Ended
December 31,
 2006
 
                         
                         
Other income
  $
4,590
    $
-
     
-
    $
-
 
Interest expense
    (4,284 )     (3,253 )     31.7 %     (3,843 )
                                 
Net income (loss)
  $ (22,830 )   $
5,783
      (494.8 )%   $ (11,368 )

Results of Operations for the Years ended March 31, 2007 and 2006

Introduction

In 2007, our revenues were $156,728, compared to $274,301 in 2006, a decrease of approximately 43%.  This decrease was a result of a decrease in the number of customers for our CD duplication business.
 
Revenues and Loss from Operations

Our revenue, cost of revenue, total operating expenses, and loss from operations for the year ended March 31, 2007 as compared to the year ended March 31, 2006 and 2005 are as follows:

   
Year Ended
March 31,
2007
   
Year Ended
March 31,
2006
   
Percentage
Change
   
Year Ended
March 31,
2005
 
                         
Revenue
  $
156,728
    $
274,301
      (42.9 )%   $
235,652
 
Cost of revenue
   
100,064
     
177,586
      (43.7 )%    
122,611
 
Total operating expenses
   
95,565
     
109,884
      (13.0 )%    
183,745
 
                                 
Loss from Operations
  $ (38,902 )   $ (13,169 )     195.4 %   $ (70,704 )

Revenues for the year ended March 31, 2007 were $156,728 a decrease of $117,573 from $274,301, for the same period ended March 31, 2006.  All of our revenue was generated by our electronic media duplication, replication, and packaging division.  The decrease in revenue was due to a decrease in the number of customers for our CD duplication business.

Cost of revenues for the year ended March 31, 2007 was $100,064, a decrease of $77,522 from $177,586 for the same period ended March 31, 2006.  The decrease in cost of revenues was primarily due to the decrease in revenue compared to last year.


Operating expenses were $95,565 and $109,884, respectively, for the years ended March 31, 2007 and 2006.  The operating expenses incurred during each of the years were:

   
Year Ended
March 31,
2007
   
Year Ended
March 31,
2006
   
Percentage
Change
   
Year Ended
March 31,
2005
 
                         
Operating Expenses:
                       
Professional fees
  $
40,916
    $
33,519
      22.1 %   $
19,827
 
Salaries and related expenses
   
30,769
     
36,997
      (16.8 )%    
39,155
 
Consulting fees paid to related parties
   
500
     
12,000
      (95.8 )%    
-
 
Bad debts from related party
   
-
     
-
      %    
90,426
 
Other
   
23,380
     
27,368
      (14.6 )%    
34,337
 
Total Operating Expenses
   
95,565
     
109,884
      (13.0 )%    
183,745
 

Total operating expenses were $95,565 for the year ended March 31, 2007 versus $109,884 for the year ended March 31, 2006, which resulted in a decrease of $14,319.  Operating expenses consist primarily of professional fees, salaries and related expenses, consulting fees paid to related parties, bad debts from related party, and other.  The overall decrease in operating expenses was primarily due to the decrease in consulting fees paid to related parties of $500 in 2006, compared to $12,000 the prior year period.  The decrease of $11,500 was due to a reduction in consulting fees paid to Apple Realty, Inc.  In addition there was a decrease of $6,228 from $36,997, to $30,769 in salaries and related expenses during the twelve months ending March 31, 2007, compared to the same prior period.  The decrease in salaries and related expenses was due to the officers and employees taking salary reductions and not accruing salaries.  There was also a 14.6% decrease in other expense in 2007 compared to 2006.  These decreases were partially offset by an increase in professional fees of $40,916, and $33,519, for the year ending March 31, 2007, and 2006, respectively.

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

Our other income and expenses and net loss for the years ended March 31, 2007, 2006 and 2005 are as follows:

   
Year Ended
March 31,
2007
   
Year Ended
March 31,
2006
   
Percentage
Change
   
Year Ended
March 31,
2005
 
                         
Other income
  $
5,395
    $
-
     
-
    $
-
 
Interest expense
    (15,137 )     (12,032 )     25.8 %     (10,818 )
Total other income (expenses)
    (9,742 )     (12,032 )     (19.0 )%     (10,818 )
                                 
Net income (loss)
  $ (49,444 )   $ (26,001 )     90.2 %     (82,322 )
 
 
The interest expense for each of the years presented is related to notes owed to George Morris, our Chairman, Chief Financial Officer and Secretary.

During the twelve months ended March 31, 2007, our total other expenses decreased by 19.0% compared to the twelve months ended March 31, 2006.  The decrease was primarily the result of a $5,395 gain on the settlement of debts in 2006.  The net loss for the year ended March 31, 2007 was $49,444, versus a net loss of $26,001 for the year ended March 31, 2006.  This resulted in a 90.2% increase in net loss in 2006 compared to 2005.

Liquidity and Capital Resources

Introduction
 
During the twelve months ended March 31, 2007, we had a net loss of $(49,444), but a positive cash flow from operations of $12,940.  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 March 31, 2007, as compared to March 31, 2006, December 31, 2006, and March 31, 2005 were as follows:

   
March 31,
   
March 31,
   
December 31,
   
March 31,
 
   
2007
   
2006
   
2006
   
2005
 
                         
Cash
  $
1,118
    $
6,448
    $
4,484
    $
6,865
 
Accounts receivable
   
10,988
     
124,767
     
12,200
     
62,045
 
Total current assets
   
88,144
     
148,333
     
16,685
     
68,910
 
Total assets
   
88,144
     
148,333
     
86,959
     
68,910
 
Total current liabilities
   
338,478
     
349,223
     
314,464
     
288,799
 
Total liabilities
   
338,478
     
349,223
     
314,464
     
288,799
 

Cash Requirements

As of March 31, 2007, we had a total shareholder deficit of $250,335.  Our cash obligations are anticipated to increase substantially over the next 12 months.  The cash would be utilized for operational expenses and general working capital.  Funds will also be utilized for continued legal and professional fees as a result of continuing litigation and reserve or deposit requirements which are a result of our administrative support business of Enstruxis.  We intend for these funding requirements to be fulfilled through either equity or debt financing.

Sources and Uses of Cash

Operations

Net cash provided by (used in) operating activities for the twelve months ended March 31, 2007 and 2006 were $12,940 and $(32,328), respectively.  For the twelve months ended March 31, 2007, the net loss of $(49,444) was primarily offset by a decrease in accounts receivable of $113,779.  Net cash provided by operating activities increased due to the aforementioned decrease in accounts receivable of $113,779.  We anticipate that we will continue to operate at approximately break-even and generate a small positive cash flow from the operations of our DVD and CD division.


Financing

Net cash provided by (used in) financing activities for the twelve months ended March 31, 2007 and 2006, were $(18,270) and $31,911, respectively..

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.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since we have very few assets and no eligible portfolio companies, there is no quantitative information, as of the end of March 31, 2007, about market risk that has any impact on our present business.  Once we begin making investments in 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 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Certified Public Accountants
F-1
   
Balance Sheet as of March 31, 2007 and 2006
F-2
   
Statement of Operations for the fiscal years ended March 31, 2007, 2006 and 2005
F-3
   
Statement of Changes in Stockholders’ Equity for the fiscal years ended March 31, 2007, 2006 and 2005
F-4
   
Statements of Cash Flows for the fiscal years ended March 31, 2007, 2006 and 2005
F-5
   
Notes to Financial Statements
F-6 - F-14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors
Morris Business Development Company, Corporation

We have audited the accompanying balance sheet of Morris Business Development Company, formerly Electronic Media Central, a California Corporation (the “Company”) as of March 31, 2007 and 2006 and the related statements of operations, stockholders’ deficit and cash flows for the years ended March 31, 2007, 2006 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Morris Business Development Company, Corporation as of March 31, 2007 and 2006 and the results of its operations and its cash flows for the years ended March 31, 2007, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding those matters also are described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California

June 14, 2007
 

MORRIS BUSINESS DEVELOPMENT COMPANY, CORPORATION
(FORMERLY ELECTRONIC MEDIA CENTRAL, CORPORATION)
BALANCE SHEETS
MARCH 31, 2007 AND 2006

   
2007
   
2006
 
ASSETS
 
CURRENT ASSETS
           
Cash & cash equivalents
  $
1,118
    $
6,448
 
Accounts receivable, net of allowance for doubtful accounts of $3,700 and $3,700 respectively
   
10,988
     
124,767
 
Due from related parties
   
76,037
     
17,118
 
                 
Total assets
  $
88,144
    $
148,333
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable & accrued expenses
  $
77,924
    $
130,519
 
Notes payable - related parties
   
114,000
     
112,800
 
Due to related party
   
7,850
     
11,348
 
Due to officer
   
138,704
     
94,556
 
Total current liabilities
   
338,478
     
349,223
 
                 
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; 1,300,000  and 1,300,000 shares issued and outstanding respectively
   
26,000
     
26,000
 
Additional paid in capital
   
42,600
     
42,600
 
Accumulated deficit
    (318,935 )     (269,490 )
Total stockholders' deficit
    (250,335 )     (200,890 )
                 
Total liabilities and stockholders' deficit
  $
88,144
    $
148,333
 

The accompanying notes are an integral part of these financial statements


MORRIS BUSINESS DEVELOPMENT COMPANY, CORPORATION
(FORMERLY ELECTRONIC MEDIA CENTRAL, CORPORATION)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

   
2007
   
2006
   
2005
 
                   
Net revenues
  $
156,728
    $
274,301
    $
235,652
 
                         
Cost of revenues
   
100,064
     
177,586
     
122,611
 
                         
Gross profit
   
56,663
     
96,715
     
113,041
 
                         
Operating expenses
                       
Professional fees
   
40,916
     
33,519
     
19,827
 
Salaries and related expenses
   
30,769
     
36,997
     
39,155
 
Consulting fees paid to related party
   
500
     
12,000
     
-
 
Bad debts from related party
   
-
     
-
     
90,426
 
Other
   
23,380
     
27,368
     
34,337
 
Total operating expenses
   
95,565
     
109,884
     
183,745
 
                         
Loss from operations
    (38,902 )     (13,169 )     (70,704 )
                         
Non-operating income (expense)
                       
Interest expense
    (15,137 )     (12,032 )     (10,818 )
Gain on settlement of debts
   
5,395
     
-
     
-
 
Total other expense
    (9,742 )     (12,032 )     (10,818 )
                         
Loss before income taxes
    (48,644 )     (25,201 )     (81,522 )
                         
Provision for income taxes
   
800
     
800
     
800
 
                         
Net loss
  $ (49,444 )   $ (26,001 )   $ (82,322 )
                         
                         
Basic and diluted weighted average number of common stock outstanding
   
1,300,000
     
1,181,644
     
1,000,000
 
                         
Basic and diluted net loss per share
  $ (0.04 )   $ (0.02 )   $ (0.08 )

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

The accompanying notes are an integral part of these financial statements


MORRIS BUSINESS DEVELOPMENT COMPANY, CORPORATION
(FORMERLY ELECTRONIC MEDIA CENTRAL, CORPORATION)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

   
Common stock
               
Total
 
   
Number of
         
Additional
   
Accumulated
   
stockholders'
 
   
shares
   
Amount
   
paid in capital
   
deficit
   
deficit
 
Balance as of March 31, 2004
   
1,000,000
    $
20,000
    $
3,600
    $ (161,167 )   $ (137,567 )
                                         
Net income for the year
   
-
     
-
     
-
      (82,322 )     (82,322 )
                                         
Balance as of March 31, 2005
   
1,000,000
     
20,000
     
3,600
      (243,489 )     (219,889 )
                                         
Shares issued for cash
   
300,000
     
6,000
     
39,000
     
-
     
45,000
 
                                         
Net loss for the year
   
-
     
-
     
-
      (26,001 )     (26,001 )
                                         
Balance as of March 31, 2006
   
1,300,000
     
26,000
     
42,600
      (269,490 )     (200,890 )
                                         
Net loss for the year
   
-
     
-
     
-
      (49,444 )     (49,444 )
                                         
Balance as of March 31, 2007
   
1,300,000
    $
26,000
    $
42,600
    $ (318,935 )   $ (250,335 )

The accompanying notes are an integral part of these financial statements


MORRIS BUSINESS DEVELOPMENT COMPANY, CORPORATION
(FORMERLY ELECTRONIC MEDIA CENTRAL, CORPORATION)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

   
2007
   
2006
   
2005
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
    (49,444 )   $ (26,001 )   $ (82,322 )
Adjustments to reconcile net loss to net cash provided by (used in)operating activities:
                       
Bad debts from related party
   
-
     
-
     
90,426
 
Gain on debt settlement
    (5,395 )    
-
     
-
 
Related party note payable issued for consulting fees & office expense
   
1,200
     
3,600
     
-
 
Decrease (Increase) in accounts receivable
   
113,779
      (62,722 )     (28,783 )
Increase (Decrease) in accounts payable
    (47,200 )    
52,795
     
16,250
 
Net cash provided by (used in) operating activities
   
12,940
      (32,328 )     (4,429 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Common shares issued for cash
   
-
     
45,000
     
-
 
Proceeds from loans from officers
   
44,148
     
21,738
     
30,696
 
Decrease (Increase) in receivables from related party
    (58,919 )     (34,827 )     (20,403 )
Increase (decrease) in due to affiliates
    (3,498 )    
-
     
-
 
Net cash provided by (used in) financing activities
    (18,270 )    
31,911
     
10,293
 
                         
NET DECREASE IN CASH & CASH EQUIVALENTS
    (5,330 )     (417 )    
5,864
 
                         
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
   
6,448
     
6,865
     
1,001
 
                         
CASH & CASH EQUIVALENTS, ENDING BALANCE
  $
1,118
    $
6,448
    $
6,865
 
                         
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 financial statements


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
 
NOTE 1
ORGANIZATION

On April 1, 1998, Morris Business Development Company, formerly Electronic Media Central, Corporation (the Company or MBDC) was incorporated in California (formerly a division of Internet Infinity, Inc. (III)).  The Company is engaged in providing services for duplication, replication and packaging of DVDs and CDs.

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.

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

 
NOTE 2
SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
 
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.
 
Cash and cash equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.
 
Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded primarily on a specific identification basis. Accounts receivable and allowance for doubtful debts amounted to $3,700 and $3,700 as at March 31, 2007 and 2006 respectively.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Long-lived assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be  Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30,  "Reporting  the  Results  of  Operations  for  a Disposal of a Segment of a Business."  The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144.  SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts.  In that  event,  a  loss  is  recognized  based on the amount by which the carrying amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.


ACCOUNT PAYABLE & ACCRUED EXPENSES

Accrued expenses consisted of the following at March 31, 2007 and 2006:

   
2007
   
2006
 
Account payable
  $
25,605
     
87,718
 
Accrued state tax                                       
   
2,357
     
1,557
 
Accrued interest
   
37,462
     
28,744
 
Accrued accounting
   
12,500
     
12,500
 
Total
  $
77,924
    $
130,519
 
 
 
Income taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. . For the years ended March 31, 2007 and 2006, such differences were insignificant.


Stock-based compensation

The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the original provisions of SFAS No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted for our stock option plans using the intrinsic value method in accordance with the provisions of APB Opinion No. 25 and related interpretations. The company did not have any warrants outstanding as at March 2007 and 2006.


Fair value of financial instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.


Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Advertising and Marketing Costs

The Company expenses costs of advertising and marketing as incurred. Advertising and marketing expense for the years ended March 2007, 2006 and 2005 were insignificant.


Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 has no effect on the Company’s financial statements as substantially all of the Company's operations are conducted in one industry segment.

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.


Reclassifications

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


Recent Pronouncements

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".  SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006.  SFAS No. 155 is not expected to have a material effect on the financial position or results of operations of the Company.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

In March 2006 FASB issued SFAS 156, “Accounting for Servicing of Financial Assets.”  This Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

 
1.
Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.
 
2.
Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
 
3.
Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.
 
4.
At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
 
5.
Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the Balance Sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
 
 
a.
A brief description of the provisions of this Statement
 
b.
The date that adoption is required
 
c.
The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
 
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED 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 $318,935 at March 31, 2007, and its total liabilities exceeds its total assets by $250,335.

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 the new business development company activities and additional funding from strategic partners, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

NOTE 4
STOCKHOLDERS’ DEFICIT

During the year ended March 31, 2006,  the Company issue  300,000  shares of its common  stock to its Chairman for cash  amounting  $45,000,  which is the market value at the date the board  authorized  the  issuance.  All these  shares  were issued in reliance upon the exemption  from registration  provided by Regulation D, Rule 506 of the  Securities  and Exchange  Commission and Section 4(2) of the Securities Act. No underwriters were used for the sales.


During the year ended March 31, 2005, the company did not issue any shares.


NOTE 5
RELATED PARTY TRANSACTIONS

The Company has a receivable of $76,037 and $17,118 from and a payable of $7,850 and $11,348 to parties related through common shareholder and officer of the Company. The amounts are temporary loan in normal course of business, interest free, unsecured and due on demand.

The Company has a note payable to a related party through common shareholder and officer. The note amounts to $114,000 and $112,800 as of March 31, 2007 and 2006, respectively, due on demand, and is secured by assets of EMC.  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 twelve month periods ended March 31, 2007, $1,200 of unpaid office expense was added to the note. The interest payable amounting to $ 37,462 and $28,745 at March 31, 2007 and 2006, respectively, is included in the accompanying financial statements.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company has a payable to the Company’s chairman.  The loan amounting $122,899 and $94,556 at March 31, 2007 and 2006, respectively, carries an interest rate of 6 % per annum, is unsecured and due on March 31, 2008. The company recorded interest of $6,419, $3,925, and $3,311 for the twelve month periods ended March 31, 2007, 2006 and 2005, respectively. The total interest payable on the loan amounted to $15,805 and $9,386 at March 31, 2007 and 2006, respectively, and has been included in due to officer in the accompanying financial statements.

George Morris is the chairman of Morris Business Development Company, formerly Electronic Media Central, Corporation.  As of March 31, 2007, Mr. Morris’ beneficial ownership percentages of related companies’ common stock is as follows:

Morris Business Development Company, formerly Electronic Media Central, Corporation (the Company)     82.87 %
Internet Infinity, Inc.     85.06 %
Morris & Associates, Inc.     71.30 %
Apple Realty, Inc.     100.00 %


NOTE 6
CONCENTRATION OF CREDIT RISK

For the year ended March 31, 2007, 2006 and 2005, revenue from the top three customers represents 58 %, 8 % and 8 % of the Company’s total revenue, respectively. Accounts receivable balance outstanding from these customers was $2,917 and $115,601 as of March 31, 2007 and 2006, respectively.

For total purchases for the twelve month periods ended March 31, 2007, and 2006 the Company had three top vendors who represent 23 %, 13% and 13 % of the Company’s total purchases.  Accounts payable balance outstanding for these vendors was $12,540 and $60,735 as of March 31, 2007 and 2006, respectively.


NOTE 7
INCOME TAXES

No provision was made for federal income tax for the year ended March 31, 2007, 2006 and 2005, since the Company had significant net operating loss. The net operating loss carryforwards may be used to reduce taxable income through the year 2026. The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the state minimum tax imposed on corporations.

The net operating loss carryforward for federal and state income tax purposes of approximately $310,067 as of March 31, 2007.


MORRIS BUSINESS DEVELOPMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company has recorded a 100% valuation allowance for the deferred tax asset due to the uncertainty of its realization.

The components of the net deferred tax asset are summarized below:

Deferred tax asset – net operating loss
  $
124,694
    $
104,916
 
Less valuation allowance
    (124,694 )     (104,916 )
                 
Net deferred tax asset
  $
-
    $
-
 

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations:

   
March 31, 2007
   
March 31, 2006
   
March 31, 2005
 
Tax expense (credit) at statutory rate-federal
    (34 )%     (34 )%     (34 )%
State tax expense net of federal tax
    (6 )     (6 )     (6 )
Changes in valuation allowance
   
40
     
40
     
40
 
Tax expense at actual rate
   
-
     
-
     
-
 
Income tax expense consisted of the following:
                       

   
2007
   
2006
   
2005
 
Current tax expense:
                 
Federal
  $
-
    $
-
     
-
 
State
   
800
     
800
     
800
 
Total current
  $
800
    $
800
     
800
 


Deferred tax credit:
                 
Federal
  $
16,811
    $
8,840
     
27,989
 
State
   
2,967
     
1,560
     
4,939
 
Total deferred
  $
19,778
    $
10,400
     
32,929
 
Less: valuation allowance
    (19,778 )     (10,400 )     (32,929 )
Net deferred tax credit
   
-
     
-
     
-
 
Tax expense
  $
800
    $
800
     
800
 
 

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no events required to be reported by this Item 9.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2007, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our consolidated financial statements were prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Management has identified the following three material weaknesses which have caused management to conclude that, as of March 31, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level:


1.           We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable to us for the year ending December 31, 2007.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3.           We have had, and continue to have, a significant number of audit adjustments.  Audit adjustments are the result of a failure of the internal controls to prevent or detect misstatements of accounting information.  The failure could be due to inadequate design of the internal controls or to a misapplication or override of controls.  Management evaluated the impact of our significant number of audit adjustments and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

We have attempted to remediate the material weaknesses in our disclosure controls and procedures identified above by working with our independent registered public accounting firm and refining our internal procedures.  To date, we have not been successful in reducing the number of audit adjustments, but will continue our efforts in the coming fiscal year.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

All information required to be filed on a Form 8-K during the three months ended March 31, 2007 was filed with the Commission on a Form 8-K.


PART III

ITEM 10 – DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE GOVERNACE

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company.  The executive officers of the Company are elected annually by the Board of Directors.  The directors serve one-year terms until their successors are elected.  The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.  Unless described below, there are no family relationships among any of the directors and officers.

Name
 
Age
 
Position(s)
         
George Morris, Ph.D.
 
67
 
Chairman of the Board (1998); President; Chief Financial Officer and Secretary (1998); and Vice President (2005)
         
Roger Casas
 
57
 
Director (1999); Chief Executive Officer (2005); and Vice President
         
Shirlene Bradshaw
 
67
 
Director (1999); Business Manager

GEORGE MORRIS, Ph.D.  Dr. Morris has been the Chairman of the Board of Directors, principal shareholder, Chief Financial Officer and Secretary of Morris Business Development Company since we were incorporated on March 10, 1998.  Dr. Morris has also been the Chairman and Vice President of Internet Infinity, Inc., the parent company and owner of 100% of our shares.  Dr Morris assumed the duties of President in 2006 to operate the  Business Development Company.  Dr. Morris is also the President of Apple Realty, Inc. doing business as Hollywood Riviera Studios since 1974 and the Chairman of the Board of Directors of L&M Media, Inc. since 1990. Dr. Morris is also the Founder and has been the President, Chairman of the Board of Directors and principal of Morris Financial, Inc., a NASD member broker-dealer firm, since its inception in 1987.  He has been active in designing, negotiation and acquiring all equipment, facilities and systems for manufacturing, accounting and operations of Morris Business Development Company and its affiliates.  Dr. Morris has produced over 20 computer-training programs in video and interactive hypertext multimedia CD-ROM versions, as well as negotiating Morris Business Development Company and its affiliate distribution and supplier agreements.  Dr. Morris earned a Bachelor of Business Administration and Masters of Business Administration from the University of Toledo, and a Ph.D. (Doctorate) in Marketing and Finance and Educational Psychology from the University of Texas.  Prior to founding Morris Business Development Company and its affiliates, Dr. Morris had 20 years of academic experience as a professor of Management, Marketing, Finance and Real Estate at the University of Southern California (1969 - 1971) and the California State University (1971 - 1999).  During this period Dr. Morris served a Department Chairman for the Management and Marketing Departments.  He has since retired from teaching at the University.  Dr. Morris was the West Coast Regional Director of the American Society for Training and Development, a Director of the South Bay Business Roundtable and a speaker on a number of topics relating to business, training and education.  He most recently taught University courses about Internet Marketing for domestic and foreign markets and Sales Force Management.


ROGER CASAS.  Mr. Casas has been a Director of our company since 1998.  He previously served as Vice President of Operations and currently is our Chief Executive Officer.  Mr. Casas has managed production, personnel, helped coordinate marketing efforts and managed packaging, printing and shipping on a daily basis.  Prior to joining Internet Infinity, Mr. Casas was a computer software marketing manager at More Media and a Financial Consultant for Stonehill Financial in Bel Air, California from 1986 to 1987; an Account Executive for Shearson Lehman Brothers in Rolling Hills, California from 1984 to 1986, and Dean Witter Reynolds in Torrance, California; and the owner and operator of the Hillside restaurant in Torrance, California.  Mr. Casas earned a Bachelor of Science in Business Administration, from Ashland University in Ashland, Oregon, along with a Bachelor of Art in Marketing and Psychology.  Mr. Casas holds Series 22 and 7 licenses with the National Association of Securities Dealers, Inc. and is a registered representative with Morris Financial.

SHIRLENE BRADSHAW. Ms. Bradshaw has been a Member of our Board of Directors since 1999.  Ms. Bradshaw has served as our Business Manager since 1998.  She was the Business Manager for More Media, a provider of consumer special interest training programs and a predecessor company of Morris & Associates, Inc. for over six years from 1992 to 1998.  She had extensive experience in office management and accounting before joining us.

Audit Committee

Our Directors serve as our audit committee.  There is no audit committee financial expert.  However, the audit committee has the authority to hire a financial expert any time it has the need for expert financial advice.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10 percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company.  Officers, directors and greater than 10 percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, none of the required parties are delinquent in their 16(a) filings.

Code of Ethics

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and – should we acquire such – principal accounting officer or controller or persons performing similar functions.  A copy of the Code of Ethics was filed as an exhibit to the Form 10-KSB Annual Report for the fiscal year ended March 31, 2004.


ITEM 11 – EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by (i) our Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal year ended March 31, 2007 (“Named Executive Officers”):
 
Name and
Principal
Position
Fiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($) *
Option
Awards
($) *
Non-Equity
Incentive Plan
Compensation ($)
Nonqualified
Deferred
Compensation ($)
All Other
Compensation
($)
Total
($)
                   
George Morris
2006
2,400
-0-
-0-
-0-
-0-
-0-
-0-
2,400
Chairman, CFO, VP
2005
2,400
-0-
-0-
-0-
-0-
-0-
-0-
2,400
                   
Roger Casas
2006
29,600
-0-
-0-
-0-
-0-
-0-
-0-
29,600
Director, President/ CEO
2005
29,600
-0-
-0-
-0-
-0-
-0-
-0-
29,600
 
 
               
Shirlene Bradshaw
2006
24,960
-0-
-0-
-0-
-0-
-0-
-0-
24,960
Director
2005
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

 
*
Based upon the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“FAS”) No. 123R, Share Based Payment.  Our policy and assumptions made in valuation of share based payments are contained in Note 2 to our December 31, 2006 financial statements.

Employment Contracts

We currently do not have any employment agreements with our officers.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to our officers, directors, or employees in the event of retirement at normal retirement date as there was no existing plan as of March 31, 2007, provided for or contributed to by us.


Director Compensation

The following table sets forth director compensation as of March 31, 2007:

Name
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($) *
Option
Awards
($) *
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
               
George Morris
-0-
-0-
-0-
-0-
-0-
-0-
-0-
               
Roger Casas
-0-
-0-
-0-
-0-
-0-
-0-
-0-
               
Shirlene Bradshaw
-0-
-0-
-0-
-0-
-0-
-0-
-0-

 
*
Based upon the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“FAS”) No. 123R, Share Based Payment.  Our policy and assumptions made in valuation of share based payments are contained in Note 2 to our December 31, 2006 financial statements.

The compensation of each of our directors is fully furnished in the Summary Compensation Table above.

Directors of the Company who are also employees do not receive cash compensation for their services as directors or members of the committees of the board of directors.  All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the board of directors or management committees.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers as of March 31, 2007:

 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
                   
George Morris
-0-
-0-
-0-
N/A
N/A
-0-
-0-
-0-
-0-
                   
Roger Casas
-0-
-0-
-0-
N/A
N/A
-0-
-0-
-0-
-0-
 

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of June 29, 2007, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Name and Address (1)
 
Nature of
Affiliation
 
Common Stock
Ownership
 
Percentage of
Common Stock
Ownership (2)
             
George Morris (3)
 
Director
 
809,926
 
62.3%
             
Roger Casas
108 E. 228th Street
Carson, CA  90745
 
Director
 
1,786
 
<1%
             
Shirlene Bradshaw
1900 W. Artesia #38
Gardena, CA  90745
 
Director
 
1,714
 
<1%
             
L&M Media, Inc. (3)
 
>10% Owner
 
217,714
 
16.7%
             
All Officers and Directors as a Group (3 Persons)
     
1,080,795
 
83.1%

 
(1)
Unless stated otherwise, the address of each beneficial owner is c/o 413 Avenue G, #1, Redondo Beach, CA  90277.

 
(2)
Unless otherwise indicated, based on 1,300,000 shares of common stock issued and outstanding.  Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

 
(3)
Mr. Morris is the registered holder of 809,926 shares of our common stock but is attributed the shares held by Hollywood Riviera Studios (49,655 shares) and L&M Media, Inc. (217,714 shares), because he exercises voting and/or dispositive power over the securities held by Hollywood Riviera Studios and L&M Media, Inc.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.  The issuer is not aware of any person who controls the issuer as specified in section 2(a)(1) of the Investment Company Act of 1940.  There are no classes of stock other than common stock issued or outstanding.  Other than as set forth herein, there are no options, warrants, or other rights to acquire common stock outstanding.  We do not have an investment advisor.


ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We are under the control of George Morris, our Chairman and Chief Financial Officer, who beneficially owns 82.9% of our issued and outstanding common stock.

The basis of his control is set forth below:

 
·
Mr. Morris directly owns 62.3% of our issued and outstanding common stock;
 
·
Mr. Morris 100% of Hollywood Riviera Studios which owns 3.82% of our issued and outstanding common stock; and
 
·
Mr. Morris owns 100% of L&M Media, Inc. which owns 16.75% of our issued and outstanding common stock.

We had been either a division or a wholly-owned subsidiary of Internet Infinity, Inc., since incorporating our business in 1998.  Our shares previously owned by Internet Infinity were distributed on September 28, 2001 to the Internet Infinity shareholders of record on September 18, 2001.  We now operate independently of Internet Infinity but we share in common the office facilities, and officers and directors George Paul Morris, Roger Casas and Shirlene Bradshaw.

We have a receivable of $17,118 from Internet Infinity, Inc. for temporary loans in the normal course of business, interest free, unsecured and due on demand.  Internet Infinity is a party related through a common controlling shareholder.  George Morris is our Chief Financial Officer, Vice President, Chairman of the Board of Directors and our controlling shareholder.  As of March 31, 2007, his beneficial ownership of the percentages of the outstanding voting shares of the related parties is listed below:

·
Morris Business Development Company
82.87%
·
Internet Infinity, Inc.
85.1%
·
Morris & Associates, Inc.
71.30%
·
Apple Realty, Inc.
100.00%

During the year ended March 31, 2005, we incurred bad debt expense amounting to $90,426 from write off of receivable from Internet Infinity.

We have a loan payable of $114,000 to Apple Realty, Inc., a party related through a common controlling shareholder.  The loan is secured by our assets.  Interest accrues at 6% per annum, due and payable upon demand.  This loan is the remaining unpaid consulting fees and office expense provided by Apple Realty, Inc.  For the years ended March 31, 2007 and 2006, $1,200 and $3,600, respectively, of unpaid consulting fees and office expense was added to the loan.

We recorded interest to Apple Realty, Inc. of $8,718, $8,107, and $7,507 for the years ended March 31, 2007, 2006, and 2005, respectively.  The interest payable amounting to $37,462 for March 31, 2007 is included in account payable and accrued expense in the accompanying financial statements.

During the year ended March 31, 2007, we incurred no consulting fees to Apple Realty, Inc.


We have a payable of $7,850 as of March 31, 2007 to Morris & Associates, Inc., a party related through a common controlling shareholder.  The amounts are temporary loans in the normal course of business, interest free, unsecured and due on demand.

We have a payable to George Morris.  The loan, amounting $122,899 at March 31, 2007, carries an interest  rate of 6% per annum, is unsecured, and due on October 1, 2007.  We recorded interest of $6,420 for the year ended March 31, 2007.  The total interest payable on officer's loan amounted to $15,805 at March 31, 2007 and is included in due to officer in the accompanying financial statements.

During the year ended March 31, 2006, we issued 300,000 shares of our common stock to George Morris for cash consideration of $45,000, which was the market value on the date the board of directors authorized the issuance.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

During the fiscal years ended March 31, 2007 and 2006, Kabani & Company, Inc. billed us $21,500 and $20,000, respectively, in fees for professional services for the audit of our annual financial statements and review of financial statements included in our Forms 10-K and 10-Q.

Audit – Related Fees

During the fiscal years ended March 31, 2007 and 2006, Kabani & Company, Inc. billed us $zero and $zero, respectively, in fees for assurance and related services related to the performance of the audit and review of our financial statements.

Tax Fees

During the fiscal years ended March 31, 2007 and 2006, Kabani & Company, Inc. billed us $zero and $zero respectively, in fees for professional services for tax planning and preparation.

All Other Fees

During the fiscal years ended March 31, 2007 and 2006, Kabani & Company, Inc. did not bill us for any other fees.


PART IV

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)                      Financial Statements

The following financial statements are filed as part of this report:

Report of Independent Certified Public Accountants
F-1
   
Balance Sheet as of March 31, 2007 and 2006
F-2
   
Statement of Operations for the fiscal years ended March 31, 2007, 2006 and 2005
F-3
   
Statement of Changes in Stockholders’ Equity for the fiscal years ended March 31, 2007, 2006 and 2005
F-4
   
Statements of Cash Flows for the fiscal years ended March 31, 2007, 2006 and 2005
F-5
   
Notes to Financial Statements
F-6 - F-14

(a)(2)                      Financial Statement Schedules

We do not have any financial statement schedules required to be supplied under this Item.

(a)(3)                      Exhibits

Refer to (b) below.

(b)           Exhibits

3.1 (1)
 
Articles of Incorporation
     
 
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
     
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
     
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer


 
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
 
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 the Registrant’s Registration Statement on Form 10-SB, filed 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.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


 
Morris Business Development Company
   
   
Dated:  June 29, 2007
/s/ Roger Casas
 
By: 
Roger Casas
 
Its: 
Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Dated:  June 29, 2007
/s/ Roger Casas
 
By:
Roger Casas, Chief Executive Officer and Director
   
   
Dated:  June 29, 2007
/s/ George Morris
 
By:
George Morris, Chief Financial Officer, and Chairman
   
   
Dated:  June 29, 2007
/s/ Shirlene Bradshaw
 
By:
Shirlene Bradshaw, Director
 
 
35