10-Q 1 v124204_10q.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2008

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

For the transition period from _______________ to _______________.

Commission file number 0-32345

MORRIS BUSINESS DEVELOPMENT COMPANY
(Exact name of registrant as specified in its charter)

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

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

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

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 o
Accelerated filer o
Non-accelerated filer x

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

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

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 18, 2008, there were 13,000,000 shares of common stock, par value $0.001, issued and outstanding.
 


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION  
3
       
ITEM 1
Financial Statements
 
3
ITEM 2.
Management's Discussion and Analysis of Financial Condition and
   
 
Results of Operations
 
13
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
 
18
ITEM 4.
Controls and Procedures
 
18
       
PART II - OTHER INFORMATION  
18
       
ITEM 1.
Legal proceedings
 
18
ITEM 1A
Risk Factors
 
19
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
 
19
ITEM 3
Defaults Upon Senior Securities
 
19
ITEM 4
Submission of Matters to a Vote of Security Holders
 
19
Other Information
 
19
ITEM 6
Exhibits
 
19

2


PART I - FINANCIAL INFORMATION

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

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

ITEM 1 Financial Statements

Balance Sheets June 30, 2008 (Unaudited) and March 31, 2008
4
   
Statements of Operations for the Three Month Periods Ended June 30, 2008, 2007 and 2006 (Unaudited)
5
   
6
   
Notes to Unaudited Financial Statements
7
 
3

 
MORRIS BUSINESS DEVELOPMENT COMPANY
(Formerly known as Electronic Media Central Corporation)
BALANCE SHEETS

   
6/30/08
 
3/31/08
 
   
(Unaudited)
 
(Audited)
 
ASSETS
         
CURRENT ASSETS
         
Cash & cash equivalents
 
$
1,235
 
$
765
 
Accounts receivable, net of allowance for
             
doubtful accounts of $4,200 and $3,700, respectively
   
5,470
   
6,655
 
Marketable securities
   
25,000
   
37,500
 
Due from related parties
   
103,527
   
102,433
 
Total assets
 
$
135,232
 
$
147,353
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
             
               
CURRENT LIABILITIES
             
Accounts payable & accrued expenses
 
$
105,119
 
$
106,296
 
Notes payable - related parties
   
115,500
   
115,200
 
Due to related party
   
9,750
   
9,530
 
Due to officer
   
204,469
   
185,016
 
Total current liabilities
   
434,838
   
416,042
 
               
STOCKHOLDERS' DEFICIT
             
Preferred stock, $0.001 par value;
             
10,000,000 shares authorized;
             
none issued and outstanding
   
-
   
-
 
Common stock, $0.001 par value;
             
40,000,000 shares authorized;
             
13,000,000 shares issued and outstanding
   
13,000
   
13,000
 
Additional paid in capital
   
477,266
   
58,267
 
Accumulated deficit
   
(793,623
)
 
(356,205
)
Accumulated other comprehensive income
   
3,750
   
16,250
 
Total stockholders' deficit
   
(299,607
)
 
(268,689
)
Total liabilities and stockholders' deficit
 
$
135,232
 
$
147,353
 
 
The accompanying notes are an integral part of these unaudited financial statements
 
4

 
MORRIS BUSINESS DEVELOPMENT COMPANY
(Formerly known as Electronic Media Central Corporation)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2008, 2007, AND 2006
(Unaudited)
 
   
2008
 
2007
 
2006
 
               
Net revenues
 
$
7,970
 
$
23,337
 
$
83,231
 
Cost of revenues
   
5,307
   
12,809
   
53,365
 
Gross profit
   
2,663
   
10,528
   
29,866
 
                     
Operating expenses
                   
Professional fees
   
13,025
   
5,271
   
11,228
 
Salaries and related expenses
   
270
   
6,381
   
8,752
 
Consulting fees paid to related party
   
5,799
   
-
   
-
 
Other
   
17
   
5,437
   
4,744
 
Total operating expenses
   
19,111
   
17,089
   
24,724
 
Income (loss) from operations
   
(16,448
)
 
(6,561
)
 
5,142
 
                     
Other income (expense)
                   
Other income
   
-
   
2,000
   
805
 
Interest expense
   
(5,169
)
 
(4,348
)
 
(3,542
)
Beneficial conversion expense
   
(415,000
)
 
-
   
-
 
Total other expense
   
(420,169
)
 
(2,348
)
 
(2,737
)
Income (loss) before income taxes
   
(436,617
)
 
(8,909
)
 
2,405
 
                     
Provision for income taxes
   
800
   
800
   
800
 
                     
Net income (loss)
 
$
(437,417
)
$
(9,709
)
$
1,605
 
                     
Basic and diluted weighted average number of
                   
common stock outstanding
   
13,000,000
   
13,000,000
   
13,000,000
 
                     
Basic and diluted net earnings (loss) per share
 
$
(0.03
)
$
(0.00
)
$
0.00
 
 
Weighted average number of shares used to compute basic and diluted earnings (loss) per share is the same as the effect of dilutive securities is anti-dilutive
 
The accompanying notes are an integral part of these unaudited financial statements
 
5

 
MORRIS BUSINESS DEVELOPMENT COMPANY
(Formerly known as Electronic Media Central Corporation)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2008, 2007, AND 2006
(Unaudited) 
 
   
2008
 
2007
 
2006
 
               
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net income (loss)
 
$
(437,417
)
$
(9,709
)
$
1,605
 
Adjustments to reconcile net income (loss) to net cash provided by (used in)
                   
operating activities:
                   
Related party note payable issued for office expense
   
300
   
-
   
-
 
Capital contribution
   
3,999
   
-
   
-
 
Beneficial conversion expense
   
415,000
   
-
   
-
 
Decrease (Increase) in accounts receivable
   
1,185
   
(1,523
)
 
102,072
 
Increase (Decrease) in accounts payable and accrued expenses
   
(1,177
)
 
(2,445
)
 
(58,253
)
Net cash provided by (used in) operating activities
   
(18,109
)
 
(13,677
)
 
45,424
 
                     
CASH FLOWS FROM FINANCING ACTIVITIES
                   
Decrease (Increase) in receivables from related party
   
(1,094
)
 
(6,041
)
 
(34,384
)
Increase (decrease) in due to officer
   
19,453
   
21,543
   
(7,282
)
Increase (decrease) in due to affiliates
   
220
   
-
   
-
 
Net cash provided by (used in) financing activities
   
18,579
   
15,502
   
(41,667
)
                     
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
   
470
   
1,825
   
3,757
 
                     
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
   
765
   
1,118
   
6,448
 
                     
CASH & CASH EQUIVALENTS, ENDING BALANCE
   
1,235
   
2,944
 
$
10,205
 
                     
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
                   
                     
Interest paid during the year
 
$
-
 
$
-
 
$
-
 
Taxes paid during the year
 
$
-
 
$
-
 
$
-
 
 
The accompanying notes are an integral part of these unaudited financial statements
 
6

 
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION

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

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

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

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

NOTE 2 BASES OF PRESENTATION AND BUSINESS

The accompanying financial statements have been prepared by MBDC (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the financial position as of June 30, 2008 and 2007 , and the results of operations and cash flows for the related interim periods ended June 30, 2008, 2008 and 2007. The results of operations for the three month period ended June 30, 2008, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2009.

The accounting policies followed by the Company and other information are contained in the notes to the Company’s financial statements filed on July 14, 2008, as part of the Company’s annual report on Form 10-K for the year ended March 31, 2008. This quarterly report should be read in conjunction with such annual report.
 
7

 
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
Use of estimates

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

Reclassifications

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

Recent Pronouncements

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

In March, 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. FASB Statement No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important. Based on current conditions, the Company does not expect the adoption of SFAS 161 to have a significant impact on its results of operations or financial position.
 
8

 
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.”  This statement replaces FASB Statement No. 141, “Business Combinations.” This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.

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

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of this Statement is limited to financial guarantee insurance (and reinsurance) contracts, as described in this Statement, issued by enterprises included within the scope of Statement 60. Accordingly, this Statement does not apply to financial guarantee contracts issued by enterprises excluded from the scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on trade receivables). This Statement also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement will not have an impact on the Company’s financial statements.

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 $793,623 at June 30, 2008, and its total liabilities exceeds its total assets by $299,607.
 
9

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

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

NOTE 4 MARKETABLE SECURITIES

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

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized and unrealized gains and losses for securities classified as available-for-sale are included in the statement of operations and comprehensive gain, respectively. On June 30, 2008, marketable securities have been recorded at $25,000 based upon the fair value of the marketable securities.

Equity Securities Name and Symbol
 
Number of
Shares Held
 
Cost
 
Market Value
 
Accumulated Unrealized Gain
 
Traded on Pink Sheets (PK) or Bulletin Board (BB)
 
 
 
 
 
 
 
 
 
 
 
  
 
LEEP, Inc (LPPI)
   
2,500,000
   
21,250
   
25,000
   
3,750
   
PK
 

10

 
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 5 ACCOUNT PAYABLE & ACCRUED EXPENSES

Accrued expenses consisted of the following at June 30, 2008 and March 31, 2008:

   
June 30, 2008
 
March 31, 2008
 
Account payable
 
$
48,559
 
$
43,860
 
Accrued tax
   
4,137
   
3,157
 
Accrued interest
   
49,173
   
39,730
 
   
3,250
   
12,500
 
   
$
105,119
 
$
106,296
 

NOTE 6 BENEFICIAL CONVERSION OF DEBT

On June 20, 2008, the board of directors authorized George Morris, the chairman, director and officer of the Company, to convert up to $415,000 of the outstanding debt of the company to him into 6,916,667 shares of common stock at the price of $0.06 per share. The Company recorded the right of converting the debt into shares amounting to $415,000 as an expense in the accompanying financial statements as of June 30, 2008.

NOTE 7 RELATED PARTY TRANSACTIONS

The Company has a receivable of $103,527 and $102,433 from, and a payable of $9,750 and $9,530 to, parties related through common shareholder and officer of the Company as of June 30, 2008 and March 31, 2008, respectively. The amounts are temporary loans in the 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 $115,500 as of June 30, 2008 and $115,200 as of March 31, 2008, due on demand, and is secured by assets of MBDC. Interest shall accrue at 6% per annum, due and payable upon demand. This note is the remaining unpaid consulting fees and office expense provided by the related party. During the three month period ended June 30, 2008, $300 of unpaid office expense was added to the note. The company recorded interest of $2,394, $2,267 and $2,123 for the three month periods ended June 30, 2008, 2007 and 2006, respectively. The interest payable amounting to $49,173 as of June 30, 2008 and $46,779 as of March 31, 2008 is included in the accompanying financial statements.

The Company has a payable to the Company’s chairman. The loan amounting to $204,469 at June 30, 2008 and $185,016 as of March 31, 2008, carries an interest rate of 6 % per annum, is unsecured and due on March 31, 2009. The company recorded interest of $2,775, $2,081 and $1,418 for the three month period ended June 30, 2008, 2007 and 2006, respectively. The total interest payable on the loan amounted to $28,071 at June 30, 2008 and $25,296 as of March 31, 2008
 
11

 
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS

George Morris is the chairman of MBDC. As of June 30, 2008, Mr. Morris’ beneficial ownership percentages of related companies’ common stock is as follows:

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

During three months period ended June 30, 2008, the Company’s officers and directors did not charge the Company for their services. Such contributed services were recorded as capital contribution in the amount of $3,999 as of June 30, 2008, which was determined based on the fair value of the services provided.

NOTE 8 STOCK SPLITS

On May 30, 2008, the Company announced a 10-for-one stock split that became effective immediately at the opening of business on that day. All per share amounts and share numbers presented have been restated for this adjustment.

NOTE 9 CONCENTRATION OF CREDIT RISK

For the three month periods ended June 30, 2008, 2007 and 2006 revenue from one customer represented 100.0%, 32.8% and 68.2% of the Company’s total revenue, respectively. Accounts receivable balance outstanding from this customer as of June 30, 2008 was $5,843 as of June 30, 2008. 

For the three month periods ended June 30, 2008, 2007 and 2006, the Company had one vendor who represented 100%, 31.5% and 81.5% of total purchases, respectively. Accounts payable balance outstanding as of June 30, 2008 for this vendor was $0.
 
12

 
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

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

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

Overview

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

Our principal objective is current consulting income and 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 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.
 
13

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

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.
 
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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.

Three Months ended June 30, 2008 compared to the Three Months ended June 30, 2007 and June 30, 2006

Results of Operations

Introduction

During the three months ended June 30, 2006, we elected to become subject to certain sections of the Investment Company Act of 1940 by becoming a Business Development Company. Our DVD and CD division continued to be our sole source of revenues for the quarter.
 
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Revenues and Income (Loss) from Operations

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

   
3 Months Ended
June 30, 2008
 
 3 Months Ended
June 30, 2007
 
Percentage
Change
Increase
(Decrease)
 
3 Months Ended
June 30, 2006
 
Revenue
 
$
7,970
 
$
23,337
   
(65.85
%)
$
83,231
 
Cost of revenue
   
5,307
   
12,809
   
(58.57
%)
 
53,365
 
Total operating expenses
   
19,111
   
17,089
   
(11.83
%)
 
24,724
 
                           
Income (loss) from operations
 
$
(16,448
)
$
(6,561
)
 
(150.70.
%)
  5,142  

Our revenues for the three months ended June 30, 2008 decreased to $7,970 compared to $23,337 for the three months ended June 30, 2007 and $82,231 for the three months ended June 30, 2006. This 65.9 percent decrease in revenues was a result of reduced purchases by our largest customer.
 
Our revenues for the current quarter decreased by 65.85% compared to a year earlier and our total operating expenses decreased by 11.83%, to $19,111 for the three months ended June 30, 2008 compared to $17,089 for the three months ended June 30, 2007, $24,724 for the three months ended June 30, 2006.
 
As a result of the above, our loss from operations for the three months ended June 30, 2008 was $16,448, compared to a loss of $6,561 for the three months ended June 30, 2007, and income of $5,142 for the three months ended June 30, 2006

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

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

   
3 Months Ended
June 30, 2008
 
 3 Months Ended
June 30, 2007
 
Percentage
Change
Increase
(Decrease)
 
3 Months Ended June 30, 2006
 
Other income
 
$
0
 
$
2,000
   
0
 
$
805
 
Interest expense
   
(5,169
)
 
(4,348
)
 
18.89
%
 
(3,542
)
Beneficial conversion expense
   
415,000
   
-
   
-
   
-
 
                           
Net income (loss)
 
$
(437,417
)
$
(9,709
)
 
4,505
%
$
1,605
 

On June 20, 2008, the board of directors authorized George Morris, the chairman, director and officer of the Company, to convert up to $415,000 of the outstanding debt of the company to him into 6,916,667 shares of common stock at the price of $0.06 per share. The Company recorded the right of converting the debt into shares amounting to $415,000 as an expense in the accompanying financial statements as of June 30, 2008.
 
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Liquidity and Capital Resources

Introduction

During the three months ended June 30, 2008, we had a negative cash flow from operating activities and a positive cash flow from financing activities. We anticipate these numbers will continue.

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

   
June 30,
 
 June 30,
 
 March 31,
 
   
2008
 
 2007
 
 2008
 
Cash
 
$
1,235
 
$
2,944
 
$
765
 
Accounts receivable
   
5,470
   
12,511
   
6,655
 
Total assets
   
135,232
   
98,446
   
147,353
 
Total liabilities
   
434,838
   
358,489
   
416,042
 

Cash Requirements

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

Sources and Uses of Cash

Operations and Financing

During the three months ended June 30, 2008, we generated positive cash flow of $470. This was a result of net cash used by operating activities of $(18,109), offset by net cash provided in financing activities of $18,579. We anticipate that we will continue to operate at a small net loss and generate a small positive cash flow from the operations of our DVD and CD division and loans from officers.
 
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.
 
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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.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Since we have very few assets and only one operating division there is no quantitative information, as of June 30, 2008, about market risk that has any impact on our present business. Once we begin making investments in additional eligible portfolio companies we anticipate there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time.

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

ITEM 4. Controls and Procedures

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

PART II - OTHER INFORMATION

ITEM 1.  Legal proceedings

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
 
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ITEM 1A Risk Factors

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

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

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

ITEM 3 Defaults Upon Senior Securities

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

ITEM 4 Submission of Matters to a Vote of Security Holders

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

ITEM 5 Other Information

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

ITEM 6 Exhibits 

(a) Exhibits

3.1 (1)
 
Articles of Incorporation of Electronic Media Central Corporation
     
3.2 (4)
 
Articles of Amendment to Articles of Incorporation
     
3.3 (1)
 
Bylaws
     
10.1 (2)
 
Distribution Agreement Between Electronic Media Central and L&M Media, Inc., dba Apple Media
     
14.1 (3)
 
Code of Ethics
     
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
     
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
     
32.1
 
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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32.2
 
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
(1)
Incorporated by reference to our Form 10-SB, Commission file number 000-32345, filed with the Commission on February 13, 2001.

 
(2)
Incorporated by reference to the Registrant’s Registration Statement on Form 10-SB/A, filed on April 13, 2001.

 
(3)
Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB, filed on July 13, 2004.

 
(4)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on July 3, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
       
Dated: August 19, 2008
  By: 
/s/ George P. Morris
   
George P. Morris
   
Its: Chief Executive Officer
 
       
Dated: August 19, 2008
  By: 
/s/ George P Morris
   
George P. Morris
   
Its: Chief Financial Officer
 
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