Morris Business Development Co - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION - Morris Business Development Co	ex31-1.htm
EX-31.2 - CERTIFICATION - Morris Business Development Co	ex31-2.htm
EX-32.2 - CERTIFICATION - Morris Business Development Co	ex32-2.htm
EX-32.1 - CERTIFICATION - Morris Business Development Co	ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended September 30, 2010

[ ] 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 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 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 November 15, 2009, there were 23,666,667 shares of common stock, par value $0.001, issued and outstanding.

This Amendment No. 1 to the Form 10-Q for the period ended September 30, 2010 (“Form 10-Q”) is being filed by Morris Business Development Company to include Exhibits 31.1, 31.2, 32.1 and 32.2, which were inadvertently excluded from the original Form 10-Q filing. No changes other than the inclusion of the aforementioned exhibits are being made by means of this filing.

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
ITEM 5	Other Information	19
ITEM 6	Exhibits	19

MORRIS BUSINESS DEVELOPMENT COMPANY
Balance Sheet
as at September 30, 2010 and March 31, 2010

	September 30,			March 31,
	2010			2010
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	871		$	-
Marketable Security		12,500			12,500
Accounts Receivable		6,290			-

TOTAL ASSETS	$	19,661		$	12,500


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable and Accrued Expenses	$	52,373		$	84,912
Notes Payable - Related Parties		47,888			119,992
Due to Officer		12,621			210,383


Total Liabilities		112,882			415,287

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value,10,000,000 shares authorized,
none issued andoutstanding		-			-
Common Stock, $0.001 par value; 40,000,000 shares authorized,
23,666,667 shares issued and outstanding as at September 30, 2010,
13,000,000 shares issued and outstanding as at March 31, 2010		23,667			13,000
Additional Paid-in Capital		786,599			477,266
Accumulated Deficit		(894,737	)		(884,303	)
Accumulated other comprehensive income (loss)		(8,750	)		(8,750	)

Total Stockholders' Equity (Deficit)		(93,221	)		(402,787	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	19,661		$	12,500

MORRIS BUSINESS DEVELOPMENT COMPANY
Statement of Operations
For the Three and Six Months Periods Ended September 30, 2010, 2009 and 2008
(Unaudited)

	For the Three Month Period Ended									For the Six Month Period Ended
	September 30,									September 30,
	2010			2009			2008			2010			2009			2008

Net Revenue	$	6,290		$	6,543		$	35,759		$	6,290		$	3,000		$	14,513
Cost of Revenue		-			1,629			20,831			-			600			6,936

Gross Profit		6,290			4,914			14,928			6,290			2,400			7,577

Operating Expenses:
Professional Fees		3,020			216			5,313			5,681			14,280			13,241
Consulting		3,950			1,800			-			4,850			2,462			7,599
Salaries and related expenses		-			-			6,403			-			-			270
Other		1,196			10,147			5,805			6,193			1,600			10,164
Total Operating Expenses		8,166			12,163			17,521			16,724			18,342			31,274

Loss from operations		(1,876	)		(7,249	)		(2,593	)		(10,434	)		(15,942	)		(23,697	)

Non-operating income (expense)
Interest expense					(5,537	)		(4,714	)		-			(9,010	)		(10,706	)
Beneficial conversion expense																	(415,000	)
Total other expense		-			(5,537	)		(4,714	)		-			(9,010	)		(425,706	)

Loss before income taxes		(1,876	)		(12,786	)		(7,307	)		(10,434	)		(24,952	)		(449,403	)

Provision for income taxes											-			800			800

Net Loss		(1,876	)		(12,786	)		(7,307	)		(10,434	)		(25,752	)		(450,203	)

Other comprehensive loss
Unrealized gain on marketable securities		-			(8,750	)		-			-			15,000			(5,000	)

Comprehensive Loss		(1,876	)		(21,536	)		(7,307	)		(10,434	)		(10,752	)		(455,203	)


Basic and diluted net loss per common share:	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)

Basic and diluted weighted average number of
common shares outstanding		13,000,000			13,000,000			13,000,000			13,000,000			13,000,000			13,000,000

MORRIS BUSINESS DEVELOPMENT COMPANY
Statement of Stockholders' Equity (Deficit)
For the period April 1, 2006 to September 30, 2010
(Unaudited)

										Accumulated
	Common Stock				Additional					Other			Total
	Number of				Paid-In		Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Capital		Deficit			Income			Deficit

Beginning balance as of April 1, 2006		13,000,000	$	13,000	$	55,600	$	(269,490	)				$	(200,890	)

Net loss for the year								(49,444	)					(49,444	)

Balances, March 31, 2007		13,000,000	$	13,000	$	55,600	$	(318,934	)				$	(250,334	)

Capital contribution						2,667								2,667
Unrealized gain on market security											16,250			16,250

Net loss for the year								(37,272	)					(37,272	)

Balances, March 31, 2008		13,000,000	$	13,000	$	58,267	$	(356,206	)	$	16,250		$	(268,689	)

Capital contribution						3,999								3,999

Beneficial conversion						415,000								415,000
Unrealized loss on market security											(25,000	)		(25,000	)

Net loss for the year								(480,347	)					(480,347	)

Balances, March 31, 2009		13,000,000	$	13,000	$	477,266	$	(836,553	)	$	(8,750	)	$	(355,037	)

Net loss for the year								(47,750	)					(47,750	)

Balances, March 31, 2010		13,000,000	$	13,000	$	477,266	$	(884,303	)	$	(8,750	)	$	(402,787	)

10,666,667 shares issued to
pay debt Sep. 30, 2010		10,666,667		10,667		309,333								320,000
Net loss for the period								(10,434	)					(10,434	)

Balances, Sep. 30, 2010		23,666,667	$	23,667	$	786,599	$	(894,737	)	$	(8,750	)	$	(93,221	)

MORRIS BUSINESS DEVELOPMENT COMPANY
Statement of Cash Flows
for the six months ended September 30, 2010, 2009 and 2008
(Unaudited)

	2010			2009			2008

Cash flows from operating activities:
Net loss	$	(10,434	)	$	(25,752	)	$	(450,204	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Related party payable issued for consulting
and office expense								600
Revenue in form of marketable security
Capital contribution via services provided								3,999
Beneficial conversion								415,000
Change in operating assets and liabilities:
Accounts receivable		(6,290	)		(2,000	)		1,529
Accounts payable		(32,539	)		20,692			2,170
Net cash (used by) operating activities		(49,263	)		(7,060	)		(26,906	)

Cash flows from investing activities
Net cash (used by) investing activities		-			-			-

Cash flows from financing activities:
Notes payable					600
Loans from Officers		46,543			6,515
Receivables from related party		3,591
Due to affilates								26,361
Net cash provided by financing
activities		50,134			7,115			26,361

Net increase (decrease) in cash		871			55			(545	)

Cash, beginning of the period		-			-			765

Cash, end of the period	$	871		$	55		$	220



Supplemental cash flow disclosure:
Interest paid during the year	$	-		$	-		$	-
Taxes paid during the year	$	-		$	-		$	-

MORRIS BUSINESS DEVELOPMENT COMPANY

NOTES TO UN-AUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 1

ORGANIZATION

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

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.

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.

NOTE 2

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 unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10K. The results of the SIX month period ended Sepember 30, 2010 are not necessarily indicative of the results to be expected for the full year ending March 31, 2011.

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 Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

-	Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial instruments as of April 30, 2010, reflect

-	Cash: Level One measurement based on bank reporting.

-	Loans from Officers and related parties: Level 2 based on promissory notes.

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 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.

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 six months ended September 30 and 2009 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 September 30, 2010.

Recent Accounting Pronouncements

In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855-10, Subsequent Events (formerly, SFAS No. 165, Subsequent Events) is consistent with existing auditing standards in defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued, but it also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of subsequent events: “recognized subsequent events” and “non-recognized subsequent events.” Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date and must be reflected in the company’s financial statements. Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company. Certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. The new guidance was effective on a prospective basis for interim or annual periods ending after June 15, 2009. The Company adopted the provisions of ASC 855-10 as required.

In June 2009, the FASB issued new guidance which is now part of ASC 105-10 (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles). ASC 105-10 replaces FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. ASC 105-10 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-01, amending SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles.” This Standard codified in ASC 105 is being modified to include the authoritative and non-authoritative levels of GAAP. This amendment is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events ( ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires a SEC Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2) defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or, with respect to an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as amended, the appropriate agency under that Section, (3) not be bound to disclosing the date through which subsequent events have been evaluated, (4) note the definition of public entity is not longer defined nor necessary for Topic 855, (5) note the scope of the reissuance disclosure requirements is refined to include revised financial statements only. These Updates are effective for interim or annual periods ending after June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

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 September 30, 2010 marketable are recorded at $12,250 based upon the fair value of the marketable securities.

Equity Securities Name and Symbol	Number of Shares Held	Cost	Market Value	Accumulated Unrealized Loss	Traded on Pink Sheets (PK) or Bulletin Board (BB)

Leep, Inc (LPPI)	2,500,000	21,250	12,500	(8,750)	PK

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 September 30, 2010, marketable securities have been recorded at $12,500 based upon the fair value of the marketable securities.

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 $894,737 at September 30, 2010, and its total liabilities exceeds its total assets by $93,221.

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

CAPITAL

During the six months ended September 30, 2010 and 2009, the company did not issue any shares.

As of September 30, 2010 and March 31, 2010 the Company had authorized 10,000,000 preferred shares of par value $0.001, of which none were issued and outstanding. As of September 30, 2010 and March 31, 2010 the Company had authorized 40,000,000 shares of common stock of par value $0.001, of which 13,000,000 shares were issued and outstanding on both dates.

NOTE 5

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 $110,992 as of September 30, 2010 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 six month period ended September 30, 2010, interest of $1,769 was added to the note. The interest accrual was suspended in the second quarter, due to its uncertainty of realization.

The Company has a payable to the Company’s chairman. The loan amounting $233,969 and $186,338 at June 30, 2010 and 2009, respectively, carries an interest rate of 6% per annum, is unsecured and due on March 31, 2011. The note has been extended indefinitely. The company recorded interest on the loan of $2,890 for the six months ended September 30, 2010. The interest accrual was suspended in the second quarter , due to its uncertainty of realization.

George Morris is the chairman of MBDE. As of September 30, 2010, Mr. Morris’ beneficial ownership percentages of related companies’ common stock is as follows:

Morris Business Development Company (the Company)			90.54%
Internet Infinity, Inc.			85.1%
Morris & Associates, Inc.			71.30%
Apple Realty, Inc.			100.00%

NOTE 6

INCOME TAXES

No provision was made for federal income tax, since the Company had a significant net operating loss. The net operating loss carryforwards may be used to reduce taxable income through the year 2027. 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 was approximately $820,000 as of September 30, 2010.

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 for the fiscal years ended March 31:

	2010			2009			2008
Deferred tax asset – net operating loss	$	379,750		$	332,000		$	139,402
Less valuation allowance		(379,750	)		(332,000	)		(139,402	)

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 for the fiscal years ended March 31:

	2010			2009			2008

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 in the fiscal years ended March 31,

		2010				2009				2008
Tax expense		$	800				800				800

NOTE 7

SUBSEQUENT EVENTS

Events subsequent to September 30, 2010 have been evaluated through November 15, 2010, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading. Management found no subsequent events to be disclosed.

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

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

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

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.

Three Months ended September 30, 2010 compared to the Three Months ended September 30, 2009 and September 30, 2008

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.

Revenues and Income (Loss) from Operations

Our revenue, cost of revenue, total operating expenses and income (loss) from operations for the three months ended September 30, 2010, as compared to the three months ended September30,2009 and 2008 are as follows:

	3 Months Ended September 30, 2010			3 Months Ended September 30, 2009			Percentage Change Increase (Decrease)			3 Months Ended September 30, 2008
Revenue	$	6,290-		$	3,000-			110	%	$	6,543
Cost of revenue					600-			(100	%)		1,629
Total operating expenses		8,166			8,718			(6.3	%)		12,163

Income (loss) from operations	$	(1,876	)	$	(6,318	)		(70.2	%)	$	(7,249	)

Our revenues for the three months ended September 30, 2010 increased to $6,290 compared to the three months ended September 30, 2009 at $3,000 and $6,543 for the three months ended September 30, 2008. This 110 percent increase in revenues was a result of clinet work from our start–up business development consulting services.

Our revenues for the current quarter increased 110% compared to a year earlier and our total operating expenses decreased by 6.3% to $8,166 for the three months ended September 30, 2010 compared to $8,718 for the three months ended September 30, 2009 and $12,163 for the three months ended September 30, 2008.

As a result of the above, our loss from operations for the three months ended September 30, 2010 was $1,876, compared to a loss of $6,318 for the three months ended September 30, 2009, and a loss of $7,249 for the three months ended September 30, 2008.

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

Our other income, interest expense, and net income (loss) for the three months ended September 30,2010, as compared to the three months ended September 30, 2009 and 2008 are as follows:

	3 Months Ended September 30, 2010			3 Months Ended September 30, 2009			Percentage Change Increase (Decrease)			3 Months Ended September 30, 2008
Other income	$	-		$	-			-		$	-
Interest expense		-			(4,532	)		(100	%)		(5,537	)
Beneficial conversion expense		-			-			-
Unrealized gain(loss) on marketable securities					15,000						(8,750	)
Net income (loss)	$	(1,876	)	$	4,150			(45.2	)%	$	(21,536	)

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 September 30, 2008. Since George Morris did not convert his debt as of September 30, 2010, at the Board at a meeting of August 19, 2010, the independent Board of Director members again authorized and encouraged George Morris to convert at the current market price of $0.03 to reduce the debt of the Company. The decision to reduce the debt is based on the plan to seek more capital through an equity or debt raise for operations. The current principal balance of George Morris and his affiliate Apple Realty would convert into 11,348,133 shares at $0.03 per share. George Morris agreed to convert all or a majority of debt based on his tax accountant advice. On September 30, 2010, the Company issued 10,666,667 common shares to our Chairman George Morris and cancelled $320,000 of debt owed to George Morris.

Liquidity and Capital Resources

Introduction

Our cash and cash equivalents, accounts receivable, total current assets, total current liabilities, and total liabilities as of September 30, 2010, compared to September 30, 2009 and March 31, 2010, are as follows:

	September 30,		September 30,		March 31,
	2010		2009		2010
Cash	$	871-	$	55	$	-
Accounts receivable		6,290-		2,000-		-

Marketable Security		12,500		27,500		12,500
Total assets		19,661		29,555		12,500
Total liabilities		112,882		395,344		415,287

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 six months ended September 30, 2010, we generated positive cash flow of $871. This was a result of net cash used by operating activities of $(49,263), offset by net cash provided in financing activities of $50,134. 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 business services and consulting 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 principles 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.

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 September 30, 2010, 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.

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

On September 30, 2010, the Company issued 10,666,667 common shares to our Chairman George Morris and cancelled $320,000 of debt owed to George Morris. See Results of Operations above for details.

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

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

	(1)	Incorporated by reference to our Form 10-SB, Commission file number 000-32345, filed with the Commission on February 13, 2001.
	(2)	Incorporated by reference to the Registrant’s Registration Statement on Form 10-SB/A, filed on April 13, 2001.
	(3)	Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB, filed on July 13, 2004.
	(4)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on July 3, 2007.

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.

	/s/ George P. Morris
Dated: December 13, 2010
	By: George P. Morris
	Its: Chief Executive Officer


	/s/ George P Morris
Dated: December 13, 2010
	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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