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EX-31.1 - Morris Business Development Coex31-1.htm
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EX-32.2 - Morris Business Development Coex32-2.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, 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.

1
 

 

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

 

 

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, 2011 (Unaudited) and March 31, 2011 4
Statements of Operations for the Three Month Periods Ended June 30, 2011, 2010 and 2009 (Unaudited) 5
Statements of Cash Flows for the Three Month Periods Ended June 30, 2011, 2010 and 2009 (Unaudited) 7
Notes to Unaudited Financial Statements 8

3
 

 

MORRIS BUSINESS DEVELOPMENT COMPANY  
(Formerly known as Electronic Media Central Corporation)  
Financial Statements and Notes here  
(Unaudited)  

 

 

MORRIS BUSINESS DEVELOPMENT COMPANY

Balance Sheet

as at June 30, 2011 and March 31, 2011

 

 

           
    June 30,    March 31, 
    2011    2011 
    (Unaudited)      
ASSETS          
Current Assets          
Cash and cash equivalents  $154   $1,415 
Marketable Security   12,500    12,500 
           
           
TOTAL ASSETS  $12,654   $13,915 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Liabilities          
Current Liabilities          
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)          
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,          
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 

 

4
 

 

MORRIS BUSINESS DEVELOPMENT COMPANY
Statement of Operations
for the three months ended June 30, 2011, 2010 and 2009
(Unaudited)
                
                
    2011    2010    2009 
Revenue               
DVD/CD replication               
Consulting   —      —      —   
Total Revenue   —      —      —   
                
Cost of Revenue   —      —      —   
                
Gross Profit   —      —      —   
                
Operating Expenses:               
Professional Fees   3,350    2,661    —   
Consulting   500    900    900 
Salaries and related expenses   —      —      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)               
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             800 
                
Net Loss   (5,490)   (8,558)   (14,902)
                
Other comprehensive loss               
Unrealized gain on marketable securities   —      —      —   
                
Comprehensive Loss   (5,490)   (8,558)   (14,902)
                
                
Basic and diluted net loss per common share:  $(0.00)  $(0.00)  $(0.00)
                
Basic and diluted weighted average number of               
common shares outstanding   23,667,000    23,667,000    23,667,000 

 

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MORRIS BUSINESS DEVELOPMENT COMPANY

Statement of Stockholders' Equity (Deficit)

For the period April 1, 2006 to June 30, 2010

(Unaudited)

               Accumulated   
               Other   
   Common Stock    Additional    Accum  Compre      Total
    Number of         Paid-In    ulated    hensive    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)
                               
Share issued for debt settlement                                 
Sep. 30, 2010 at $0.03 per sh   10,667,000   $10,667   $309,333             $320,000 
Contribution of assumption of                                 
liabilites by officer Mar.31, 2011       $57,109             $57,109         
Net loss for the year                  (16,115)   (14,622)   (30,737)
                               
Balances, March 31, 2011   23,667,000   $23,667   $843,708   $(900,418)  $(23,372)  $(56,415)
Net loss for the three months             (5,490)        (5,490)
                               
Balance, June 30, 2011   23,667,000   $23,667   $843,708   $(905,908)  $(23,372)  $(61,905)

 

6
 

 

MORRIS BUSINESS DEVELOPMENT COMPANY
Statement of Cash Flows
for the three months ended June 30, 2011, 2010 and 2009
(Unaudited)
          
          
    2011    2010    2009 
                
Cash flows from operating activities:               
Net loss  $(5,490)  $(8,558)  $(14,902)
Adjustments to reconcile net loss to               
net cash used by operating activities:   —      —      —   
Change in operating assets and liabilities:               
Accounts payable   3,029    (17,770)   15,502 
Net cash (used by) operating activities   (2,461)   (26,328)   600 
                
                
Cash flows from financing activities:               
Notes payable             300 
Loans from Officers        23,586      
Receivables from related party        3,591    (900)
Due to affilates   1,200           
Net cash provided by financing               
 activities   1,200    177    (600)
                
Net increase (decrease) in cash   (1,261)   849    —   
                
Cash, beginning of the period   1,415    —      —   
                
Cash, end of the period  $154   $849   $—   
                
                
                
Supplemental cash flow disclosure:               
Interest paid during the year  $—     $—     $—   
Taxes paid during the year  $—     $—     $—   

 

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MORRIS BUSINESS DEVELOPMENT COMPANY

 

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

JUNE 30. 2011

 

 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.

 

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.

 

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.

 

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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 Company’s financial statements and notes thereto included in the Company’s 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 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 June 30, 2011, reflect

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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 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.

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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, 2011 and 2010, marketable securities have been recorded at $12,500 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 June 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 $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 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

 

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.

 

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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.

 

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 $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:

 

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

 

NOTE 7  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 Company’s net operating loss carry-forwards 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 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.

 

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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 internally managed investment company until such time as we are ready to select either an independent or affiliated external management 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 may be and probably will be formed and wholly-owned by our Chairman, George Morris. We have not elected to but plan to attempt to qualify without a guarantee of success or timing, to be taxed as a regulated investment company as defined under Subchapter M of the Internal Revenue Code.

 

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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 by our Board of Directors. 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 (“EPC”) 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 hold shares of “LPPI” granted to us for consulting services. We are actively seeking quality eligible portfolio companies in which to make an investment and provide managerial assistance.

 

Three Months ended June 30, 2011 compared to the Three Months ended June 30, 2010 and June 30, 2009

 

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 consulting services 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 June 30, 2011, as compared to the three months ended June 30, 2010 and 2009 are as follows:

 

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3 Months Ended

June 30, 2011

   

3 Months Ended

June 30, 2010

   

Percentage

Change

Increase

(Decrease)

   

3 Months Ended

June 30, 2009

 
Revenue $ -     $ -     ( - )   $ ---4,862  
Cost of revenue   -       -     ( )     -  
Total operating expenses   4,862       3,842     26.5 %     9,624  
                             
Income (loss) from operations $ (4,862 )   $ (3,842 )   26.5 %   $ (9,624 )

Our revenues for the three months ended June 30, 2011remained at $0 compared to the three months ended June 30, 2010 and $0 for the three months ended June 30, 2009. This no change in revenues was a result of the lack of revenue from our unintentional low activity of our business development consulting services.

 

Our revenues for the current quarter remained at zero the same as a year earlier and our total operating expenses increased by 26.5% to $4,862 for the three months ended June 30, 2011 compared to $9,624 for the three months ended June 30, 2010 and $9,624 for the three months ended June 30, 2009.

 

As a result of the above, our loss from operations for the three months ended June 30, 2011 was $4,862, compared to a loss of $3,842 for the three months ended June 30, 2010, and a loss of $9,624 for the three months ended June 30, 2009.

 

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

Our other income, interest expense, and net income (loss) for the three months ended June 30,2011, as compared to the three months ended June 30, 2010 and 2009 are as follows:

 

3 Months Ended

June 30, 2011

   

3 Months Ended

June 30, 2010

   

Percentage

Change

Increase

(Decrease)

    3 Months Ended June 30, 2009  
Other income $ -     $ -     -     $ -  
Interest expense   (628 )     (4,716 )   (86.7) %     (4,478 )
Beneficial conversion expense   -       -     -       ()  
                             
Net income (loss) $ (5,490 )   $ (8,558 )   (35.8 )%   $ (14,902 )

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On June 20, 2009, 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, 2009. Since George Morris did not convert his debt as of June 30, 2011, at the Board at a meeting of August 19, 2011, 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 a 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.

 

Liquidity and Capital Resources

 

Introduction

During the three months ended June 30, 2011, we had a negative cash flow from operating activities of $2,461 and $1,200 cash flow from financing activities. We anticipate these numbers will improve.

 

Our cash and cash equivalents, accounts receivable, total current assets, total current liabilities, and total liabilities as of June 30, 2011, compared to June 30, 2010 and March 31, 2011, are as follows:

    June 30,     June 30,     March 31,    
    2011     2010     2011    
Cash   $ 154-     $ 848--     $ 1,415-  
Accounts receivable     -       -       -  
Marketable Securities                                               12,500                12,500    
Total assets     12,654       13,348       13,913  
Total liabilities     74,559       424,694       70,330  
                             

 

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, 2011, we generated negative cash flow of $1,261. This was a result of net cash used by operating activities of $(2,461), offset by net cash provided in financing activities of $1,200. 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.

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

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

 

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, 2011, 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

3.1 (1) Articles of Incorporation of Electronic Media Central Corporation
3.2 (4) Articles of Amendment to Articles of Incorporation
3.3 (1) Bylaws
10.1 (2) Distribution Agreement Between Electronic Media Central and L&M Media, Inc., dba Apple Media
14.1 (3) Code of Ethics
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  (1) Incorporated by reference to our Form 10-SB, Commission file number 000-32345, filed with the Commission on February 13, 2001.
  (2) Incorporated by reference to the Registrant’s Registration Statement on Form 10-SB/A, filed on April 13, 2001.
  (3)  Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB, filed on July 13, 2004.
  (4)  Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on July 3, 2007.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  /s/ George P. Morris
Dated: August 17, 2011  
  By: George P. Morris
  Its: Chief Executive Officer
   
   
  /s/ George P Morris
Dated: August 17, 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.