U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
[ ] 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 814-00724
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 .
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 [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes[ ] 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 Noo
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 13, 2010, there were 23,667,000 shares of common stock, par value $0.001, issued and outstanding.
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Morris Business Development Company
Explanatory Note
The purpose of the Amendment No. 1 on Form 10–Q/A to Registrants’s quarterly report on Form 10–Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 17, 2011 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6 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(5) | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2(5) | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32.1(5) | Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2(5) | Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS(6) | XBRL Instance Document |
101.SCH(6) | XBRL Taxonomy Extension Schema |
101.CAL(6) | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF(6) | XBRL Taxonomy Extension Definition Linkbase |
101.LAB(6) | XBRL Taxonomy Extension Label Linkbase |
101.PRE(6) | XBRL Taxonomy Presentation Linkbase |
(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. |
(5) | Previously filed in the Company's Quarterly Report on Form 10-Q, filed on August 17, 2011. |
(6) | Filed herewith. |
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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.
/s/ George P. Morris | |
Dated: September 2, 2011 | |
By: George P. Morris | |
Its: Chief Executive Officer | |
/s/ George P Morris | |
Dated: September 2, 2011 | |
By: George P. Morris | |
Its: Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to Morris Business Development Company and will be retained by Morris Business Development Company and furnished to the Securities and Exchange Commission or its staff upon request.
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EXHIBIT INDEX
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(5) | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2(5) | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32.1(5) | Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2(5) | Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS(6) | XBRL Instance Document |
101.SCH(6) | XBRL Taxonomy Extension Schema |
101.CAL(6) | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF(6) | XBRL Taxonomy Extension Definition Linkbase |
101.LAB(6) | XBRL Taxonomy Extension Label Linkbase |
101.PRE(6) | XBRL Taxonomy Presentation Linkbase |
(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. |
(5) | Previously filed in the Company's Quarterly Report on Form 10-Q, filed on August 17, 2011. |
(6) | Filed herewith. |
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Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2011
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Mar. 31, 2011
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Balance Sheets | Â | Â |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, share issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 40,000,000 | 40,000,000 |
Common Stock, shares issued | 13,000,000 | 13,000,000 |
Common Stock, shares outstanding | 13,000,000 | 13,000,000 |
Statements of Operations (Unaudited) (USD $)
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3 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Operating Expenses: | Â | Â | Â |
Professional Fees | $ 3,350 | $ 2,661 | Â |
Consulting | 500 | 900 | 900 |
Salaries and related expenses | Â | Â | 8,424 |
Other | 1,012 | 281 | 300 |
Total Operating Expenses | 4,862 | 3,842 | 9,624 |
Loss from operations | (4,862) | (3,842) | (9,624) |
Non-operating income (expense) | Â | Â | Â |
Interest expense | 628 | 4,716 | 4,478 |
Beneficial conversion expense | |||
Total other expense | (628) | (4,716) | (4,478) |
Loss before income taxes | (5,490) | (8,558) | (14,102) |
Provision for income taxes | Â | Â | 800 |
Net Loss | (5,490) | (8,558) | (14,902) |
Other comprehensive loss | Â | Â | Â |
Unrealized gain on marketable securities | |||
Comprehensive Loss | $ (5,490) | $ (8,558) | $ (14,902) |
Basic and diluted net loss per common share: | $ 0.00 | $ 0 | $ 0 |
Basic and diluted weighted average number of common shares outstanding | 23,667,000 | 23,667,000 | 23,667,000 |
Document and Entity Information (USD $)
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3 Months Ended | |
---|---|---|
Jun. 30, 2011
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Aug. 13, 2010
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Document And Entity Information | Â | Â |
Entity Registrant Name | Morris Business Development Co | Â |
Entity Central Index Key | 0001133901 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --03-31 | Â |
Is Entity a Well-known Seasoned Issuer? | Yes | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Non-accelerated Filer | Â |
Entity Public Float | Â | $ 13,000 |
Entity Common Stock, Shares Outstanding | Â | 23,667,000 |
Document Fiscal Period Focus | Q1 | Â |
Document Fiscal Year Focus | 2012 | Â |
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Related Party Transactions
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3 Months Ended | ||||||||||||||||||||||
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Jun. 30, 2011
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Related Party Transactions [Abstract] | Â | ||||||||||||||||||||||
Related Party Transactions |
The Company has a note payable to a related party through common shareholder and officer. The note to Apple Realty, Inc. of $41,847 as of June 30, 2011 and 2010, respectively, is due on demand, and is secured by assets of Morris Business Development Company. 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, 2011, interest of $628 was added to the note.
George Morris is the chairman of MBDE. As of June 30, 2011, Mr. Morris beneficial ownership percentages of related companies common stock is as follows:
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Organization
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3 Months Ended | ||
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Jun. 30, 2011
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | Â | ||
Organization |
On April 1, 1998, Morris Business Development Company (the Company or MBDC) was incorporated in California as Electronic Media Central Corporation (EMC) (formerly a division of Internet Infinity, Inc. (III)). The Company is engaged in providing services for the development and growth of both American public and private stock companies. The Company is also engaged in providing services for duplication, replication and packaging of DVDs and CDs.
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.
On March 29, 2007 the Company registered a name change to Morris Business Development Company with the California Secretary of State.
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. The Company has received 2.5 million shares from its first client for financial consulting work completed in the fiscal year ended March 31, 2008.
In June, 2009 the Company entered into an agreement with Howell Capital Holdings, LLC operating as More American Jobs to help American companies prepare to access both government and private financial support. In addition, the Company will also commence a new participation relationship this month with Avalon Funding Corporation, an asset based lender focusing on accounts receivable and purchase order funding.
On April 7, 2010 the Company entered into a Material Definitive Agreement with Video Army, LLC, a California limited partnership to operate a (NEWCO) business named Internet Video / Morris BDC, LLC, a California Limited Partnership and/or other registered DBAs. The business will provide financial and internet related services primarily for both private and thinly traded public stock American based companies.
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Income Taxes
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3 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Income Tax Expense (Benefit) [Abstract] | Â | ||
Income Taxes |
No provision was made for federal income tax for the three months ended June 30, 2011, since the Company had a significant net operating loss. The net operating loss carry-forwards begin to expire in 2013 and the balance may be used to reduce taxable income through the year 2028. The availability of the Companys net operating loss carry-forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Companys stock. The provision for income taxes consists of the state minimum tax imposed on corporations.
The net operating loss carry-forward for federal and state income tax purposes was approximately $969,000 as of June 30, 2011. The Company has recorded a 100% valuation allowance for the deferred tax asset since it is more likely than not that it will not be realized. |
Shareholders Equity (Parenthetical) (USD $)
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Jun. 30, 2011
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Mar. 31, 2011
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Shareholders Equity Parenthetical | Â | Â |
Shares issued, par value | $ 0.001 | $ 0.001 |
Summary of Significant Accounting
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Accounting Policies [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting |
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities Exchange commission (the SEC) as applicable to smaller reporting companies, and generally accepted accounting principles for interim accounting reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the Companys financial statements and notes thereto included in the Companys fiscal year end March 31, 2011 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three month period ended June 30, 2011 are not necessarily indicative of results for the entire year ending March 31, 2012.
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.
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.
Fair value of financial instruments
The carrying amounts of the Companys financial instruments as of June 30, 2011, reflect
Income taxes
The Company utilizes FASB ACS 740, 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 tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is more likely-than-not that a deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established. Net operating losses of approximately $969,000 begin to expire in 2013 and the balance available through the year 2025, unless first utilized. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. Stock Split
Effective May 30, 2008, a ten-for-one stock split was effected. All per share amounts and share numbers presented herein have been retroactively restated for this adjustment.
Advertising and Marketing Costs
The Company expenses costs of advertising and marketing as incurred. Advertising and marketing expense for the three months ended June 30, 2011 were insignificant.
Basic and Diluted Earnings Per Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. 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 dilative 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 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. The Company has no potentially dilutive securities outstanding as of June 30, 2011. Recent Accounting Pronouncements
On December 1, 2010 the Company adopted guidance issued by the FASB ASU 2010-15 on the consolidation of variable entities. The new guidance requires revised valuations of whether entities represent variable interest entities, ongoing assessments of control over such entities and additional disclosures for variable interests. Adoption of the new guidance did not have a material impact on our financial statements.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have a n impact on its results of operations or financial position. Marketable Securities
The Companys 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 stockholders 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, 2011 and 2010, marketable securities have been recorded at $12,500 based upon the fair value of the marketable securities.
Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholders 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, 2010, marketable securities have been recorded at $12,500 based upon the fair value of the marketable securities.
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Uncertainty of Abllity to Continue as a Going Concern
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3 Months Ended | ||
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Jun. 30, 2011
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Risks and Uncertainties [Abstract] | Â | ||
Uncertainty of Abllity 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 $905,908 at June 30, 2011, and its total liabilities exceeds its total assets by $61,905.
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 Companys 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. |
Capital
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3 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2011
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Stockholders' Equity Note [Abstract] | Â | ||||
Capital |
There was no stock issued in the three months ended June 30, 2011.
As of June 30, 2011 and 2010 the Company had authorized 10,000,000 preferred shares of par value $0.001, of which none was issued and outstanding.
As of June 30, 2011 and 2010 the Company had authorized 40,000,000 shares of common stock of par value $0.001, of which 23,667,000 shares were issued and outstanding on both dates. |
Statements of Cash Flows (Unaudited) (USD $)
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3 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Cash flows from operating activities: | Â | Â | Â |
Net loss | $ (5,490) | $ (8,558) | $ (14,902) |
Change in operating assets and liabilities: | Â | Â | Â |
Accounts payable | 3,029 | (17,770) | 15,502 |
Net cash (used by) operating activities | (2,461) | (26,328) | 600 |
Cash flows from financing activities: | Â | Â | Â |
Notes payable | Â | Â | 300 |
Loans from Officers | Â | 23,586 | Â |
Receivables from related party | Â | 3,591 | (900) |
Due to affilates | 1,200 | Â | Â |
Net cash provided by financing activities | 1,200 | 27,177 | (600) |
Net increase (decrease) in cash | (1,261) | 849 | Â |
Cash, beginning of the period | 1,415 | Â | Â |
Cash, end of the period | 154 | Â | Â |
Supplemental cash flow disclosure: | Â | Â | Â |
Interest paid during the year | |||
Taxes paid during the year |
Balance Sheets (Unaudited) (USD $)
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Jun. 30, 2011
|
Mar. 31, 2011
|
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Current Assets | Â | Â |
Cash and cash equivalents | $ 154 | $ 1,415 |
Marketable Security | 12,500 | 12,500 |
TOTAL ASSETS | 12,654 | 13,915 |
Current Liabilities | Â | Â |
Accounts Payable and Accrued Expenses | 31,322 | 28,293 |
Notes Payable - Related Parties | 41,847 | 41,847 |
Due to Officer | 1,390 | 190 |
Total Liabilities | 74,559 | 70,330 |
Stockholders' Equity (Deficit) | Â | Â |
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 as at March 31, 2010 and 2009 | 23,667 | 23,667 |
Additional Paid-in Capital | 843,708 | 843,708 |
Accumulated Deficit | (905,908) | (900,418) |
Accumulated other comprehensive income (loss) | (23,372) | (23,372) |
Total Stockholders' Equity (Deficit) | (61,905) | (56,415) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 12,654 | $ 13,915 |