U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2008
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________.
Commission file number 0-32345
MORRIS BUSINESS DEVELOPMENT COMPANY
(Exact name of registrant as specified in its charter)
California (State or other jurisdiction of incorporation or organization) | 33-0795854 (I.R.S. Employer Identification No.) |
413 Avenue G, #1 Redondo Beach, CA (Address of principal executive offices) | 90277 (Zip Code) |
Registrant’s telephone number, including area code (310) 493-2244
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter. $302,401, based on the closing price of $1.35 of our common stock on March 31, 2008.
Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
Applicable only to corporate registrants:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 20, 2008, there were 13,000,000 shares of common stock, par value $0.02, issued and outstanding
Documents incorporated by reference
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders: (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. the listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
2
TABLE OF CONTENTS
ITEM 1 | Business | 4 |
ITEM 1A | Risk Factors | 8 |
ITEM 1B | Unresolved Staff Comments | 8 |
ITEM 2 | Properties | 15 |
ITEM 3 | Legal Proceedings | 15 |
ITEM 4 | Submission of Matters to a Vote of Security Holders | 15 |
PART II | ||
ITEM 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 15 |
ITEM 6 | Selected Financial Data | 17 |
ITEM 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 25 |
ITEM 8 | Financial Statements and Supplementary Data | 26 |
ITEM 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 |
ITEM 9A | Controls and Procedures | 27 |
ITEM 9B | Other Information | 29 |
PART III | ||
ITEM 10 | Directors, Executive Officers and Corporate Governance | 29 |
ITEM 11 | Executive Compensation | 31 |
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 33 |
ITEM 13 | Certain Relationships and Related Transactions, and Director Independence | 34 |
ITEM 14 | Principal Accounting Fees and Services | 35 |
PART IV | ||
ITEM 15 | Exhibits, Financial Statement Schedules | 36 |
3
PART I
This Annual Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company’s future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
ITEM 1 – BUSINESS
Business Development
Morris Business Development Company, a California corporation (referred to as “we,” “us,” “our” or the “Company”) was incorporated on March 10, 1998, in the State of California, as Electronic Media Central Corporation. Prior to our incorporation, we commenced sales distribution operations in late 1996 as a division of Internet Infinity, Inc. (“Internet Infinity”). Following our incorporation, on April 1, 1998, we continued to provide such services as a 100% wholly owned subsidiary of Internet Infinity. Internet Infinity supplied us with management support to launch our sales distribution activities.
On September 28, 2001, all 500,000 of our issued and outstanding shares of common stock, held by Internet Infinity, were distributed to the Internet Infinity shareholders of record as of September 18, 2001.
Our initial business focus in late 1996 was on distributing electronic media duplication and packaging services for an unaffiliated company, Video Magnetics, LLC. In February 1997, as the result of L&M Media, Inc. acquiring Video Magnetics, LLC, these services were supplied by the affiliated company, L&M Media, Inc. which for over 10 years had been wholly owned by George Paul Morris, our Chairman, Chief Financial Officer and Secretary and the controlling shareholder of both Internet Infinity and us. L&M Media was supplying its products and services to us through its wholly owned subsidiary, Apple Media Corporation, through March 31, 2002. All products and services were provided by Pac Max Corporation of Brea, California and less than five other independent suppliers.
On May 12, 2006, we filed an election to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”), which became effective on the date of filing.
4
On March 30, 2007, we changed our name to Morris Business Development Company.
Description of Business
We focus on the development of opportunities to invest in eligible portfolio companies like a closed end mutual fund and provide growth stage capital, strategic guidance and operational support.
Our principal objectives are long-term capital appreciation of portfolio company securities and shorter-term receipt of dividends from our portfolio companies. 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 BDCs under the 1940 Act, we will offer to provide managerial assistance, potentially in the form of a consulting agreement or in the form of a board of director’s seat, to the developing companies in which we invest.
In addition, we may acquire either a minority or controlling interest in mature companies in a roll-up strategy. It is anticipated that any acquisitions will be primarily in exchange for our common stock, or a combination of cash and stock. The principal objective of acquisitions pursuant to a roll-up strategy would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public through an initial public offering, spin-off portfolio shares to our shareholders, or reverse merger into a publicly traded shell corporation.
We operate as an externally managed investment company. Our operations will be governed by an Investment Advisory Management Agreement to be entered into between us and a new investment advisory limited liability company, BDC Fund Management, LLC, which was formed and is 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 (OTCBB) 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 BDCs. 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. BDCs are not required to maintain fundamental investment policies relating to diversification and concentration of investments within a single industry.
5
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 BDCs 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.
6
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 but do currently hold 2,500,000 shares of Leep, Inc., as of March 31, 2008 an EPC. However, we do have an operating division that provides services for the duplication, replication, and packaging of digital video disks (“DVD”) and compact disks (“CD”). We are actively seeking quality eligible portfolio companies in which to make an investment and provide managerial assistance.
Morris Business Development Company Services
We market the services of our BDC through the Internet, telephone, direct mail and trade conferences. The financial and management consulting services industry is highly competitive. However, the BDC delivery of these services to smaller American companies under $100 million in revenue is limited to 100 Business Development Companies operating under the 1940 Investment Act.
Our President George Morris and a network of independent contractor financial sales representatives known to Dr. Morris are actively engaged in sales of BDC services.
Our BDC can help but not guarantee to provide a wide range of services to our portfolio company clients such as, but not limited to, debt and equity financing, strategic business plan development, productive assets. management personnel and other resource acquisition including licensing, partnering, distributor and joint venture relationships, preparation for growth funding and financial restructuring, preparation and guidance for going public and remaining an efficient compliant public company, investor exposure and market trading support, exit strategy with tax planning and both professional and life coaching.
Electronic Media Duplication Services
We provide electronic media production, duplication, replication, and packaging services for CDs and DVDs.
Our sales of electronic media duplication services are primarily the duplication of a customer’s pre-recorded electronic media programs. The customer’s programs are principally used for education, promotion and documentation of the portfolio client’s company, products or services. We provide services to create multiple copies of a customer’s material on CD and DVD formats. The main target markets for our services are business, religious, government and other non-profit organizations. We do not provide services to the adult entertainment industry.
7
We charge a client for electronic media duplication services by quoting a price per piece duplicated to the customer. The price is based on the number of pieces duplicated and the specific requirements such as packaging. The greater the number of pieces a customer orders at one time, the lower the price per piece.
Suppliers and Sub-Contractors
Our production and duplication service orders are manufactured and fulfilled through unrelated independent suppliers. We do not own our production and duplication equipment.
We are responsible for sales force commissions plus other incentives.
Distribution Methods
Our sales representatives are responsible for managing their own clients by working with their own telephone, fax, mail and the Internet throughout the United States, with a majority in Southern California,
Competition
The general electronic media duplication industry has become highly price competitive and non-profitable. Therefore, the principal markets for our products and services are our BDC client companies that need to communicate with their customers, shareholders and anyone else affecting their sales and stock price performance.
Advertising and Promotion
Our advertising and promotion is primarily electronic-media focused. We engage in telephone, seminars and Internet campaigns to prospect for new clients needing BDC services and replication of media for communication.
Employees
The number of employees required to operate our business is currently two part-time independent contractors. We can scale up our staffing based on sales growth and our business need.
ITEM 1A – RISK FACTORS
On at least an annual basis, we are required to provide our shareholders with a statement of risk factors and other considerations for their review. These risk factors and other considerations include:
We have a limited operating history.
8
Our business development company (“BDC”) was created on May 12, 2006. We have been offering our BDC service for approximately one year and have received stock for consulting services from one public stock company, Leep, Inc. (OTCBB symbol “LPPI”). Leep is a depressed modular building panel company with special technology searching for application sales or association with another building materials company. Our Company is trying to help Leep in any way possible since we could benefit from both earnings and share value increases for Leep.
Our BDC operation is undercapitalized and must be funded to successfully assist portfolio client companies.
We may incur losses on a quarterly or annual basis for a number of reasons, some within and others outside our control. The growth of our business will require the commitment of substantial capital resources. If funds are not available from operations, we will need additional funds. We may seek such additional funding through public and private financing, including debt or equity financing. Adequate funds for these purposes, whether through financial markets or from other sources, may not be available when we need them. Even if funds are available, the terms under which the funds are available to us may not be acceptable to us. Insufficient funds may require us to delay, reduce or eliminate some or all of our planned activities.
To successfully execute our current strategy, we will need to improve our working capital position. The report of our independent auditors accompanying our financial statements includes an explanatory paragraph indicating there is a substantial doubt about the Company’s ability to continue as a going concern due to recurring losses. We plan to overcome the circumstances that impact our ability to remain a going concern through a combination of increased revenues and decreased costs, with interim cash flow deficiencies being addressed through additional equity financing.
We will likely experience fluctuation in our quarterly performance.
Quarterly operating results can fluctuate significantly depending on a number of factors, any one of which could have a material adverse effect on our results of operations. The factors related to our business development operation include: the timing of services announcements and subsequent introductions of new or enhanced services by us and by our competitors, the market acceptance of our services, changes in our prices and in our competitors’ prices, the timing of expenditures for staffing and related support costs, the extent and success of advertising, and changes in general economic conditions.
We may experience significant quarterly fluctuations in revenues and operating expenses as we introduce new services, especially as we enter the BDC business. Furthermore, quarterly results are not necessarily indicative of future performance for any particular period.
Since our competitors have greater financial and marketing resources than we do, we may experience a reduction in market share and revenues.
9
The markets for our products and services are highly competitive and rapidly changing. Some of our current and prospective competitors have significantly greater financial, technical and marketing resources than we do. Our ability to compete in our markets depends on a number of factors, some within and others outside our control. These factors related to our business development operation include: the frequency and success of new service introductions by us and by our competitors, the selling prices of our products and services and of our competitors’ products and services, the performance of our products and of our competitors’ products, product distribution by us and by our competitors, our marketing ability and the marketing ability of our competitors, and the quality of customer support offered by us and by our competitors.
We are dependent upon portfolio clients for our sales, and the inability to attract new client companies would materially reduce our future revenues and could harm our business, financial condition and results of operations.
We are dependent upon portfolio clients for our sales revenue paid for the services we provide them; therefore, with our inability to attract new client companies, we would materially reduce our future revenues and could harm our business, financial condition and results of operations.
We rely on a limited number of third-party suppliers to provide some of the services and products we resell and distribute.
We create and deliver most all of our services but plan to also sell services and products to our clients such as software and training programs provided by independent third parties. There can be no assurance that there will not be a significant disruption in the supply of such products and services from a supplier or, in the event of a disruption, that we would be able to locate alternative suppliers of such products and services of comparable quality at an acceptable price, or at all. In addition, we cannot be certain that our unaffiliated suppliers will be able to fill our orders in a timely manner. There can be no assurance that alternative suppliers will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to find new suppliers, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of such products and services could have an adverse effect on our ability to meet client demand for our products and result in lower revenues and net income both in the short and long-term.
If our operations continue to result in a net loss, negative working capital and a decline in net worth, and we are unable to obtain needed funding, we may be forced to discontinue operations.
For several recent periods, up through the present, we had a net loss, negative working capital and a decline in net worth, which raise substantial doubt about our ability to continue as a going concern. Our ability to continue operations will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing. If we are unable to achieve the necessary product sales or raise or obtain needed funding, we may be forced to discontinue operations.
10
We have never paid any dividends on our common stock.
We have not paid any cash or stock dividends on our common stock to date and we do not anticipate paying cash dividends in the foreseeable future.
Since we have limited experience with portfolio investment companies we may encounter problems that would negatively impact our financial condition.
Our experience with portfolio investments is limited and we may encounter problems or underlying liabilities with portfolio companies that would put our investment or our business at risk. We may in our effort to correct or reverse these problems encounter significant accounting or legal expense that would deplete our working capital. These corrective efforts would adversely impact our working capital. We may also incorrectly estimate the value of our investments which would require a subsequent restatement or require an updated valuation due to our lack of experience with portfolio investments.
Our common stock may be affected by limited trading volume and may fluctuate significantly.
There has been a limited public market for our common stock and there can be no assurance an active trading market for our common stock will develop. This could adversely affect our shareholders’ ability to sell our common stock in short time periods or possibly at all. Our common stock has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance and the performance of our portfolio companies. Our stock price could fluctuate significantly in the future based upon any number of factors such as: general stock market trends; announcements of developments related to our business; fluctuations in our operating results; announcements of technological innovations, new products or services or enhancements by us or our competitors; general conditions in the markets we serve; general conditions in the U.S. economy; developments in patents or other intellectual property rights; the performance of our eligible portfolio companies; and developments in our relationships with our customers and suppliers. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
Our common stock is traded on the "Over-the-Counter Bulletin Board," which may make it more difficult for investors to resell their shares due to suitability requirements.
Our common stock is currently traded on the Over-the-Counter Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.
11
Our share ownership is concentrated.
Our officers, directors and principal stockholders, together with their affiliates, beneficially own approximately 83% of our voting shares. As a result, these stockholders, if they act together, will exert significant influence over all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially all of our assets, as well as any charter amendment and other matters requiring stockholder approval. In addition, these stockholders may dictate the day-to-day management of the business. This concentration of ownership may delay or prevent a change in control and may have a negative impact on the market price of the Company’s common stock by discouraging third party investors. In addition, the interests of these stockholders may not always coincide with the interests of the Company’s other stockholders.
We may change our investment policies without further shareholder approval.
Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment company must meet, neither are we limited to the industries in which those investment companies must operate. We may make investments without shareholder approval and such investments may deviate significantly from our historic operations. Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.
Our investments may not generate sufficient income to cover our operations.
We intend to make investments in qualified companies that will provide the greatest overall return on our investment. However, certain of those investments may fail, in which case we will not receive any return on our investment. In addition, our investments may not generate income either in the immediate future or at all. As a result, we may have to sell additional stock or borrow money to cover our operating expenses. The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.
Our officers and directors have the ability to exercise significant influence over matters submitted for stockholder approval and their interests may differ from other stockholders.
Our executive officers and directors have the ability to appoint a majority to the Board of Directors. Accordingly, our directors and executive officers, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including issuing common and preferred stock, appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and the power to prevent or cause a change in control. The interests of these board members may differ from the interests of the other stockholders.
12
Our board of directors will value our portfolio investments.
There is typically no public market of equity securities of the small privately held companies in which we intend to invest. As a result, the valuation of the equity securities in our portfolio is likely to be stated at fair value as determined by the good faith estimate of our Board of Directors. In the absence of a readily ascertainable market value, the estimated value of our portfolio of securities may differ significantly, favorably or unfavorably, from the values that would be placed on the portfolio if a ready market for the equity securities existed.
We plan to target portfolio companies that are early to growth stage companies dependent upon the successful commercialization of their goods or services. Each of our investments in portfolio companies is subject to a high degree of risk, and we may lose all of our investment in a portfolio company if it is not successful.
We will be investing in early to growth stage companies that we believe can benefit from our expertise in structural support and market entry. Early to growth stage companies are subject to all of the risks associated with newer businesses. These risks include the risk that a newer business opportunity cannot remain commercially viable, may not work, or become obsolete. We cannot assure that any of our investments in our portfolio companies will be successful. Our portfolio companies will be competing with larger, established companies with greater access to, and resources for, further development requiring capital resources beyond our ability. We may lose our entire investment in any or all of our portfolio companies. Even if our portfolio companies are able to deliver commercially viable products, the market for new products and services is highly competitive and rapidly changing. Commercial success is difficult to predict and the marketing efforts of our expected portfolio companies may not be successful.
The securities we hold in our portfolio companies may be subject to restriction on resale, and we may not be able to sell the securities we hold for amounts equal to their recorded value, if at all.
Some of our portfolio companies may be or become thinly traded public companies or remain private companies. As a result, substantially all of the securities we hold in our portfolio companies are subject to legal restrictions on resale. Furthermore, our ability to sell the securities in our portfolio may be limited by, and subject to, the lack of or limited nature of a trading market for such securities. Therefore, we cannot assure you that we will be able to sell our portfolio company securities for amounts equal to the values that we have ascribed to them or at the time we desire to sell.
We are subject to substantive SEC regulations as a business development company.
Securities and tax laws and regulations governing our activities may change in ways adverse to our and our shareholders' interests, and interpretations of these laws and regulations may change with unpredictable consequences. Any change in the laws or regulations that govern our business could have an adverse impact on us or on our operations. Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and NASDAQ Market rules, are creating additional expense and uncertainty for publicly held companies in general, and for business development companies in particular. These new or changed laws, regulations and standards are subject to varying interpretations in many cases because of their lack of specificity, and as a result, their application in practice may evolve over time, which may well result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
13
We have made no investments in other companies.
Although we have a division that provides electronic media duplication, replication, and packaging services, we have very few assets. We need to raise capital before we can make substantive investments into, and offer managerial assistance to, other companies. We may not be successful in raising capital. If we are successful in raising capital, we may make investments that turn out to be worthless.
We have never had any annual net profit and there is no assurance that we will be able to achieve the financing necessary to enable us to proceed with the development of our business plan.
We have never generated an annual net profit. Our primary activity to date has been our electronic media duplication, replication, and packaging services, and more recently, the development of our BDC business plan. We plan to stop investing any additional capital or resources in the media business but to service any orders coming to us from existing clients, Our success is dependent upon the successful development of our business model as a business development company, as to which there is no assurance. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business. These include, but are not limited to, inadequate funding, competition, and investment development. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. We may not ever be profitable.
We need to raise capital in order to fulfill our business plan.
To date we have relied on sales revenue from our electronic media duplication, replication, and packaging services and private loans and equity investments from George Paul Morris, our Chairman, Chief Financial Officer and Secretary and controlling shareholder to fund operations. We have generated little revenue and have extremely limited cash liquidity and capital resources. Any equity financings could result in dilution to our stockholders. Debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we may be required to reduce or curtail operations.
14
The services of our directors, officers and key staff are essential to our future success.
We are dependent for the selection, structuring, closing and monitoring of our investments on the diligence and skill of Roger Casas, and George Morris, Ph.D., our Chairman of the Board, President, and Chief Financial Officer. Any loss or interruption of our key personnel’s services could adversely affect our ability to develop our business plan. Our future success depends to a significant extent on the continued service and coordination of our senior management team and we cannot assure you we would be able to find an appropriate replacement for key personnel. We have no employment agreements or life insurance on Mr. Casas or Dr. Morris.
ITEM 1B – UNRESOLVED STAFF COMMENTS
This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our last fiscal year.
ITEM 2 – PROPERTIES
George Morris, our chairman, provides approximately 100 square feet of office space in Redondo Beach, California, at $100 a month. We currently pay $140 a month for public storage. There is a large amount of office and storage space available for less than $2.00 per square foot within three miles of the existing office.
ITEM 3 – LEGAL PROCEEDINGS
We are not a party to, or threatened by, any litigation or procedures.
ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted, during the fourth quarter of the fiscal year covered by this report, to a vote of security holders of our company through the solicitation of proxies or otherwise.
PART II
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Since December 2001, we have been eligible to participate in the OTC Bulletin Board, an electronic quotation medium for securities traded outside of the NASDAQ Stock Market, and prices for our common stock were published on the OTC Bulletin under the trading symbol “EMEC” through March 31, 2007. Subsequently, in conjunction with the name change to Morris Business Development Company, our OTCBB trading symbol was changed to “MBDV.” The stock traded under that symbol until the opening of business on May 30, 2008 when a 10-for-one stock split became effective and the symbol was changed to “MBDE.” The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.
15
The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years, as provided by the Nasdaq Stock Markets, Inc. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.
Fiscal | Bid Prices | |||||||||
Year Ended March 31, | Period | High | Low | |||||||
2006 | First Quarter | $ | 1.05 | $ | 0.55 | |||||
Second Quarter | $ | 1.75 | $ | 1.01 | ||||||
Third Quarter | $ | 2.10 | $ | 1.10 | ||||||
Fourth Quarter | $ | 1.10 | $ | 1.10 | ||||||
2007 | First Quarter | $ | 1.20 | $ | 1.20 | |||||
Second Quarter | $ | 1.30 | $ | 1.10 | ||||||
Third Quarter | $ | 1.35 | $ | 1.30 | ||||||
Fourth Quarter | $ | 1.35 | $ | 1.35 | ||||||
2008 | First Quarter | $ | 1.50 | $ | 1.35 |
Holders
The number of holders of record of shares of our common stock is approximately thirty-six (36). Approximately 110,227 shares of common stock are held in brokerage accounts and represent approximately one hundred seventy-seven (177) additional shareholders.
Dividend Policy
There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.
16
ITEM 6 – SELECTED FINANCIAL DATA
Morris Business Development Company | For the Years Ended March 31, | ||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||
Statement of Operations Data: | |||||||||||||||||||
Total revenues | $ | 104,978 | 156,728 | 274,301 | 235,652 | 325,900 | 297,820 | ||||||||||||
Income (loss) from continuing operations | (12,046 | ) | (38,902 | ) | (13,169 | ) | (70,704 | ) | (19,274 | ) | (93,896 | ) | |||||||
Net income (loss) | (30,854 | ) | (49,444 | ) | (26,001 | ) | (82,322 | ) | 56 | (94,696 | ) | ||||||||
Net income (loss) per common share from continuing operations | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.08 | ) | 0.00 | (0.09 | ) | ||||||||
Balance Sheet Data: | |||||||||||||||||||
Current assets | $ | 7,420 | 88,144 | 148,333 | 68,910 | 34,263 | 32,410 | ||||||||||||
Total assets | 134,853 | 88,144 | 148,333 | 68,910 | 88,727 | 32,410 | |||||||||||||
Current liabilities | 25,187 | 338,478 | 349,223 | 288,799 | 117,094 | 60,833 | |||||||||||||
Total liabilities | 416,042 | 338,478 | 349,223 | 288,799 | 226,294 | 170,033 | |||||||||||||
Total stockholders’ equity (deficit) | (281,189 | ) | (250,335 | ) | (200,890 | ) | (219,889 | ) | (137,567 | ) | (137,623 | ) | |||||||
Total dividends per common share | - | - | - | - | - |
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Disclaimer Regarding Forward-Looking Statements
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
17
Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
We focus on the development of opportunities to invest in eligible portfolio companies providing early stage capital, strategic guidance and operational support.
Our principal objective is long-term capital appreciation. We may invest in debt securities of these companies, or may acquire an equity interest in the form of common or preferred stock, warrants or options to acquire stock or the right to convert the debt securities into stock. We may invest alone, or as part of a larger investment group. Consistent with our status as a BDC and the purposes of the regulatory framework for BDCs under the 1940 Act, we will offer to provide managerial assistance, potentially in the form of a consulting agreement or in the form of a board of director’s seat, to the developing companies in which we invest.
In addition, we may acquire either a minority or controlling interest in mature companies in a roll-up strategy. It is anticipated that any acquisitions will be primarily in exchange for our common stock, or a combination of cash and stock. The principal objective of acquisitions pursuant to a roll-up strategy would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public through an initial public offering, spin-off to our shareholders, or reverse merger into a publicly traded shell corporation.
We operate as an externally managed investment company. Our operations will be governed by an Investment Advisory Management Agreement to be entered into between us and a new investment advisory limited liability company which will be formed and wholly-owned by our Chairman, George Morris. We have not elected to qualify to be taxed as a regulated investment company as defined under Subchapter M of the Internal Revenue Code.
Our common stock trades on the Over-the-Counter Bulletin Board (OTCBB) 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.
18
Regulation as a BDC
Although the 1940 Act exempts a BDC from registration under that Act, it contains significant limitations on the operations of BDCs. 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. BDCs 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 BDCs 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.
19
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 EPCs; however, we do have an operating division that provides services for the duplication, replication, and packaging of DVDs and CDs. We are actively seeking quality eligible portfolio companies in which to make an investment and provide managerial assistance.
Results of Operations for the Three Months Ended March 31, 2008 and 2007
Introduction
Our revenues for the fourth quarter of 2008 were $35,779, compared to $16,307 for the same quarter in 2007, an increase of approximately 119%. This large increase was a result of payment from Leep for BDC for consulting services to Leep.
Revenues and Loss from Operations
Our revenue, cost of revenue, total operating expenses, and loss from operations for the three months ended March 31, 2008, as compared to the three months ended March 31, 2007 and December 31, 2007, are as follows:
20
3 Months Ended March 31, 2008 | 3 Months Ended March 31, 2007 | Percentage Change | 3 Months Ended December 31, 2007 | ||||||||||
Revenue | $ | 35,779 | $ | 16,307 | 119.4 | % | $ | 3,957 | |||||
Cost of revenue | 3,142 | 9,087 | (65.4 | )% | 2,726 | ||||||||
Total operating expenses | 25,726 | 30,355 | (15.2 | )% | 16,145 | ||||||||
Income (loss) from operations | $ | 6,911 | $ | (23,135 | ) | 129.9 | % | $ | (14,914 | ) |
Our revenues for the three months ended March 31, 2008 increased to $35,779 compared to $16,307 for the three months ended March 31, 2007, and $3,957 for the three months ended December 31, 2007. The increase in revenues for the fourth quarter of 2007 compared to the fourth quarter of 2006 was due to receipt of Leep portfolio stock for BDC consulting services.
During the three month periods ended March 31, 2008, 2007 and December 31, 2007, we incurred a cost of revenue of $3,142, $9,087, and $2,726, respectively. Our cost of revenue as a percentage of revenue has decreased at 7,9%, 55.7%, and 68.9% for the three month periods ended March 31, 2008 and 2007 and December 31, 2007, respectively. The decrease in our cost of revenue as a percentage of revenue in recent periods is attributed to BDC consulting activities provided by our Chairman George Morris versus purchases from outside vendors. in the DVD/CD replication business.
Non-Operating Income (Expense) and Net Income (Loss)
Our other income and expenses and net loss for the three months ended March 31, 2008 and 2007, as compared to the three months ended December 31, 2007 are as follows:
3 Months Ended March 31, 2008 | 3 Months Ended March 31, 2007 | Percentage Change | 3 Months Ended December 31, 2007 | ||||||||||
Other income | $ | - | $ | 4,590 | (100 | )% | $ | - | |||||
Interest expense | (5,015 | ) | (4,284 | ) | 17.1 | % | (4,730 | ) | |||||
Net income (loss) | $ | 1,896 | $ | (22,830 | ) | 108.3 | % | $ | (19,644 | ) |
21
Results of Operations for the Years ended March 31, 2008 and 2007
Introduction
In 2008, our revenues were $101,228, compared to $156,728 in 2007, a decrease of approximately 35%. This decrease was a result of a decrease in the number of customers for our CD duplication business.
Revenues and Loss from Operations
Our revenue, cost of revenue, total operating expenses, and loss from operations for the year ended March 31, 2008 as compared to the year ended March 31, 2007 are as follows:
Year Ended March 31, 2008 | Year Ended March 31, 2007 | Percentage Change | ||||||||
Revenue | $ | 101,228 | $ | 156,728 | (35.4 | )% | ||||
Cost of revenue | 42,410 | 100,064 | (57.6 | )% | ||||||
Total operating expenses | 76,482 | 95,565 | (20.0 | )% | ||||||
Loss from Operations | $ | (17,664 | ) | $ | (38,902 | ) | 54.6 | % |
Revenues for the year ended March 31, 2008 were $101,228 a decrease of $55,500 from $156,728, for the same period ended March 31, 2007. All of our revenue was generated by our electronic media duplication, replication, and packaging division in the first three fiscal quarters ending December 31, 2007. The decrease in revenue was due to a decrease in the number of customers for our CD duplication business. However, consulting fees in the fourth quarter ending March 31, 2008 represent our new business direction.
Cost of revenues for the year ended March 31, 2008 was $42,410, a decrease of $57,654 from $100,064 for the same period ended March 31, 2007. The decrease in cost of revenues was primarily due to the decrease in revenue compared to last year.
Operating expenses were $76,482 and $95,565, respectively, for the years ended March 31, 2008 and 2007. The operating expenses incurred during each of the years were:
22
Year Ended March 31, 2008 | Year Ended March 31, 2007 | Percentage Change | ||||||||
Operating Expenses: | ||||||||||
Professional fees | $ | 27,806 | $ | 40,916 | (32.0 | )% | ||||
Salaries and related expenses | 20,465 | 30,769 | (33.49 | )% | ||||||
Consulting fees paid to related Parties | - | 500 | (100.0 | )% | ||||||
Other | 24,344 | 23,380 | 4.1 | % | ||||||
Total Operating Expenses | 76,482 | 95,565 | (19.97 | )% | ||||||
Total operating expenses were $76,482 for the year ended March 31, 2008 versus $95,565 for the year ended March 31, 2007, which is a decrease of $19,083. Operating expenses consist primarily of professional fees, salaries and related expenses, consulting fees paid to related parties and other. The overall decrease in operating expenses was primarily due to the decrease in legal fees. In addition there was a decrease in salaries and related expenses during the twelve months ending March 31, 2008, compared to the same prior period. The decrease in salaries and related expenses was due to the officers and employees taking salary reductions and not accruing salaries
Non-Operating Income (Expense) and Net Income (Loss)
Our other income and expenses and net loss for the years ended March 31, 2008 and 2007 are as follows:
Year Ended March 31, 2008 | Year Ended March 31, 2007 | Percentage Change | ||||||||
Other income | $ | 0 | $ | 5,395 | (100 | )% | ||||
Interest expense | (18,808 | ) | (15,137 | ) | 24.25 | % | ||||
Total other income (expenses) | (18,808 | ) | (9,742 | ) | 93.06 | % | ||||
Net income (loss) | $ | (37,271 | ) | $ | (49,444 | ) | (24.62 | )% |
The interest expense for each of the years presented is related to notes owed to George Morris, our Chairman, Chief Financial Officer and Secretary.
During the twelve months ended March 31, 2008, our total other expenses increased to $18,808 compared to the twelve months ended March 31, 2007. The net loss for the year ended March 31, 2008 was $37,271, versus a net loss of $49,444 for the year ended March 31, 2007. This resulted in a 24.62% decrease in net loss in 2008 compared to 2007.
23
Liquidity and Capital Resources
Introduction
During the twelve months ended March 31, 2008, we had a negative cash flow from operations of ($21,950). Because our revenues are small, almost any change in our revenues or operating expenses has a material effect, and we anticipate that our net profit or loss, and operating profit or loss, will continue to vary widely from time period to time period.
Our cash and cash equivalents, accounts receivable, total current assets, total current liabilities, and total liabilities as of March 31, 2008, as compared to March 31, 2007 and December 31, 2007, were as follows:
March 31, | March 31, | December 31, | ||||||||
2008 | 2007 | 2007 | ||||||||
Cash | $ | 765 | $ | 1,118 | $ | 3,946 | ||||
Accounts receivable | 10,855 | 10,988 | 7,783 | |||||||
Total current assets | 147,353 | 88,144 | 106,350 | |||||||
Total assets | 147,353 | 88,144 | 106,350 | |||||||
Total current liabilities | 69,047 | 338,478 | 395,851 | |||||||
Total liabilities | 416,042 | 338,478 | 395,851 |
Cash Requirements
As of March 31, 2008, we had a total shareholder deficit of $268,689. Our cash obligations are anticipated to increase substantially over the next 12 months. The cash would be utilized for operational expenses and general working capital. Funds will also be utilized for continued legal and professional fees as a result of continuing litigation and reserve or deposit requirements which are a result of our administrative support business of Enstruxis. We intend for these funding requirements to be fulfilled through either equity or debt financing.
Sources and Uses of Cash
Operations
Net cash provided by (used in) operating activities for the twelve months ended March 31, 2008 and 2007 were $(21,950) and $12,940, respectively. We anticipate that we will continue to operate at approximately break-even and generate a small positive cash flow from the operations of our BDC consulting activities.
Financing
Net cash provided by (used in) financing activities for the twelve months ended March 31, 2008 and 2007 were $21,597 and $(18,270), respectively.
24
Critical Accounting Policies
Our accounting policies are fully described in Note 2 to our consolidated financial statements. The following describes the general application of accounting principles that impact our consolidated financial statements.
Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since we have very few assets and no eligible portfolio companies, there is no quantitative information, as of the end of March 31, 2008, about market risk that has any impact on our present business. Once we begin making investments in eligible portfolio companies we anticipate there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time.
Our primary financial instruments are cash in banks and money market instruments. We do not believe that these instruments are subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices. We do not have derivative financial instruments for speculative or trading purposes. We are not currently exposed to any material currency exchange risk.
25
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountants | F-1 |
Balance Sheet as of March 31, 2008 and 2007 | F-2 |
Statement of Operations for the fiscal years ended March 31, 2008, 2007 and 2006 | F-3 |
Statement of Changes in Stockholders’ Equity for the fiscal years ended March 31, 2008, 2007 and 2006 | F-4 |
Statements of Cash Flows for the fiscal years ended March 31, 2008, 2007 and 2006 | F-5 |
Notes to Financial Statements | F-6 - F-15 |
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Morris Business Development Company, Corporation
We have audited the accompanying balance sheet of Morris Business Development Company, formerly Electronic Media Central, a California Corporation (the “Company”) as of March 31, 2008 and 2007 and the related statements of operations, stockholders’ deficit and cash flows for the years ended March 31, 2008, 2007 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Morris Business Development Company, Corporation as of March 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended March 31, 2008, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kabani & Company, Inc.
KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS
Los Angeles, California
June 20, 2008
F-1
BALANCE SHEETS
MARCH 31, 2008 AND 2007
2008 | 2007 | ||||||
ASSETS | |||||||
CURRENT ASSETS | |||||||
Cash & cash equivalents | $ | 765 | $ | 1,118 | |||
Accounts receivable, net of allowance for doubtful accounts of $4,200 and $3,700 respectively | 6,655 | 10,988 | |||||
Marketable Security | 37,500 | - | |||||
Due from related parties | 102,433 | 76,037 | |||||
Total assets | $ | 147,353 | $ | 88,144 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
CURRENT LIABILITIES | |||||||
Accounts payable & accrued expenses | $ | 106,296 | $ | 77,924 | |||
Notes payable - related parties | 115,200 | 114,000 | |||||
Due to related party | 9,530 | 7,850 | |||||
Due to officer | 185,016 | 138,704 | |||||
Total current liabilities | 416,042 | 338,478 | |||||
STOCKHOLDERS' DEFICIT | |||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding | - | - | |||||
Common stock, $0.001 par value; 40,000,000 shares authorized; 13,000,000 shares issued and outstanding | 13,000 | 13,000 | |||||
Additional paid in capital | 58,267 | 55,600 | |||||
Accumulated deficit | (356,205 | ) | (318,935 | ) | |||
Accumulated other comprehensive income | 16,250 | - | |||||
Total stockholders' deficit | (268,689 | ) | (250,335 | ) | |||
Total liabilities and stockholders' deficit | $ | 147,353 | $ | 88,144 |
The accompanying notes are an integral part of these financial statements
F-2
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2008, 2007 AND 2006
2008 | 2007 | 2006 | ||||||||
Net revenues | ||||||||||
DVD/CD replication | $ | 79,978 | $ | 156,728 | $ | 274,301 | ||||
Consulting | 21,250 | |||||||||
Total revenue | 101,228 | 156,728 | 274,301 | |||||||
Cost of revenues | 42,410 | 100,064 | 177,586 | |||||||
Gross profit | 58,818 | 56,663 | 96,715 | |||||||
Operating expenses | ||||||||||
Professional fees | 27,806 | 40,916 | 33,519 | |||||||
Salaries and related expenses | 20,465 | 30,769 | 36,997 | |||||||
Consulting fees paid to related party | 3,867 | 500 | 12,000 | |||||||
Other | 24,344 | 23,380 | 27,368 | |||||||
Total operating expenses | 76,482 | 95,565 | 109,884 | |||||||
Loss from operations | (17,663 | ) | (38,902 | ) | (13,169 | ) | ||||
Non-operating income (expense) | ||||||||||
Interest expense | (18,808 | ) | (15,137 | ) | (12,032 | ) | ||||
Gain on settlement of debts | - | 5,395 | - | |||||||
Total other expense | (18,808 | ) | (9,742 | ) | (12,032 | ) | ||||
Loss before income taxes | (36,471 | ) | (48,644 | ) | (25,201 | ) | ||||
Provision for income taxes | 800 | 800 | 800 | |||||||
Net loss | $ | (37,271 | ) | $ | (49,444 | ) | $ | (26,001 | ) | |
Basic and diluted weighted average number of common stock outstanding | 13,000,000 | 13,000,000 | 11,816,440 | |||||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
Weighted average number of shares used to compute basis and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. The basic and diluted net loss per share has been stated to retroactively effect a 10:1 stock split in May 2008.
The accompanying notes are an integral part of these financial statements
F-3
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2008, 2007 AND 2006
Common stock | Accumulated Other | Total | |||||||||||||||||
Number of | Additional | Accumulated | Comprehensive | stockholders' | |||||||||||||||
shares | Amount | paid in capital | deficit | Income | deficit | ||||||||||||||
Balance as of March 31, 2005 | 10,000,000 | $ | 10,000 | $ | 13,600 | $ | (243,489 | ) | $ | - | $ | (219,889 | ) | ||||||
Shares issued for cash | 3,000,000 | 3,000 | 42,000 | - | - | 45,000 | |||||||||||||
Net loss for the year | - | - | - | (26,001 | ) | - | (26,001 | ) | |||||||||||
Balance as of March 31, 2006 | 13,000,000 | 13,000 | 55,600 | (269,490 | ) | (200,890 | ) | ||||||||||||
Net loss for the year | - | - | - | (49,444 | ) | - | (49,444 | ) | |||||||||||
Balance as of March 31, 2007 | 13,000,000 | $ | 13,000 | $ | 55,600 | $ | (318,935 | ) | $ | - | (250,335 | ) | |||||||
Capital contribution | - | - | 2,667 | - | - | 2,667 | |||||||||||||
Unrealized gain on marketable security | - | - | - | - | 16,250 | 16,250 | |||||||||||||
Net loss for the year | - | - | - | (37,271 | ) | - | (37,271 | ) | |||||||||||
Balance as of March 31, 2008 | 13,000,000 | $ | 13,000 | $ | 58,267 | $ | (356,205 | ) | $ | 16,250 | (268,689 | ) |
The number of shares has been stated to retroactively effect a 10:1 stock split in May 2008
The accompanying notes are an integral part of these financial statements
F-4
MORRIS BUSINESS DEVELOPMENT COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2008, 2007 AND 2006
2008 | 2007 | 2006 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
Net loss | (37,271 | ) | (49,444 | ) | $ | (26,001 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||
Gain on debt settlement | - | (5,395 | ) | - | ||||||
Related party note payable issued for consulting fees & office expense | 1,200 | 1,200 | 3,600 | |||||||
Revenue in form of marketable security | (21,250 | ) | - | - | ||||||
Capital contribution | 2,667 | |||||||||
Decrease (Increase) in accounts receivable | 4,332 | 113,779 | (62,722 | ) | ||||||
Increase (Decrease) in accounts payable | 28,372 | (47,200 | ) | 52,795 | ||||||
Net cash provided by (used in) operating activities | (21,950 | ) | 12,940 | (32,328 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||
Common shares issued for cash | - | - | 45,000 | |||||||
Proceeds from loans from officers | 46,311 | 44,148 | 21,738 | |||||||
Decrease (Increase) in receivables from related party | (26,395 | ) | (58,919 | ) | (34,827 | ) | ||||
Increase (decrease) in due to affiliates | 1,681 | (3,498 | ) | - | ||||||
Net cash provided by (used in) financing activities | 21,597 | (18,270 | ) | 31,911 | ||||||
NET DECREASE IN CASH & CASH EQUIVALENTS | (354 | ) | (5,330 | ) | (417 | ) | ||||
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 1,118 | 6,448 | 6,865 | |||||||
CASH & CASH EQUIVALENTS, ENDING BALANCE | 765 | $ | 1,118 | $ | 6,448 | |||||
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||
Interest paid during the year | $ | - | $ | - | $ | - | ||||
Taxes paid during the year | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements
F-5
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION
On April 1, 1998, Morris Business Development Company (MBDV) was incorporated in California as Electronic Media Central Corporation (the Company or EMC) (formerly a division of Internet Infinity, Inc. (III)). The Company is engaged in providing services for the development and growth of both American public and private stock companies. The Company is also engaged in providing services for duplication, replication and packaging of DVDs and CDs.
On March 29, 2007 the Company registered a name change to Morris Business Development Company with the California Secretary of State.
As of May 12, 2006 the Company filed Form N-54A with the United States Securities Exchange Commission to become a business development company by certifying that it is a closed-end company (mutual fund) organized and operated for the purpose of making investments in securities described in section 55 (a)(1) through (3) of the Investment Company Act of 1940; and that it will make available significant managerial assistance to American companies with respect to issuers of such securities to the extent required by the act.
The Company has commenced the development of new management consulting services to assist American client companies in complying with the reporting requirements to the government and in communicating with shareholders, customers and the public and the accessing of needed growth capital. 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.
NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.
Accounts Receivable
The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Accounts receivable amounted to $10,855 and $14,688 and allowance for doubtful accounts amounted to $4,200 and $3,700 as of March 31,2008 and 2007, respectively.
F-6
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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 March 31, 2008, marketable securities have been recorded at $37,500 based upon the fair value of the marketable securities.
Equity Securities Name and Symbol | Number of Shares Held | Cost | Market Value | Accumulated Unrealized Gain | Traded on Pink Sheets (PK) or Bulletin Board (BB) | |||||||||||
Leep, Inc (LPPI) | 2,500,000 | 21,250 | 37,500 | 16,250 | PK |
Long-lived assets
Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
F-7
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Accounts Payable and Accrued Expenses
Accrued expenses consisted of the following at March 31, 2008 and 2007:
2008 | 2007 | ||||||
Account payable | $ | 43,860 | $ | 25,605 | |||
Accrued state tax | 3,157 | 2,357 | |||||
Accrued interest | 46,779 | 37,462 | |||||
Accrued accounting | 12,500 | 12,500 | |||||
Total | $ | 106,296 | $ | 77,924 |
Income taxes
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. . For the years ended March 31, 2008 and 2007, such differences were insignificant.
Stock-based compensation
The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the original provisions of SFAS No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted for our stock option plans using the intrinsic value method in accordance with the provisions of APB Opinion No. 25 and related interpretations. The company did not have any warrants outstanding as at March 2008 and 2007.
F-8
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Stock Split
Effective May 30, 2008, we effected a ten-for-one stock split. All per share amounts and share numbers presented herein have been retroactively restated for this adjustment.
Fair value of financial instruments
Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.
Revenue Recognition
The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. The Company recognizes consulting fee revenue when the transaction is complete and the fee has been earned.
Advertising and Marketing Costs
The Company expenses costs of advertising and marketing as incurred. Advertising and marketing expense for the years ended March 2008, 2007 and 2006 were insignificant.
Segment Reporting
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 has no effect on the Company’s financial statements as substantially all of the Company's operations are conducted in one industry segment.
F-9
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Basic and Diluted Earnings Per Share
Earnings per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
Reclassifications
Certain comparative amounts have been reclassified to conform to the current year's presentation.
Recent Pronouncements
In September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management believes that this Statement will not have a significant impact on the consolidated financial statements.
F-10
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
a) | A brief description of the provisions of this Statement; | |
b) | The date that adoption is required; and | |
c) | The date the employer plans to adopt the recognition provisions of this Statement, if earlier. |
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. We are currently evaluating the effect of this pronouncement on our consolidated financial statements.
In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. This Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. SFAS No. 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. Management does not believe SFAS No. 159 will have a material impact on our consolidated financial position, results of operations or cash flows, as the Company has elected not to apply the fair value option for any of its eligible financial instruments and other items.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Based on current conditions, management does not expect the adoption of SFAS No. 160 to have a significant impact on the Company’s results of operations or financial position.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, “Business Combinations”. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management does not expect the adoption of SFAS No. 141(R) to have a significant impact on its financial position or results of operations.
F-11
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. SFAS No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. Management does not expect this Statement to have an impact on its financial condition or results of operations.
In May of 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. We do not believe this pronouncement will impact our financial statements.
In May of 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. We do not believe this pronouncement will impact our financial statements.
NOTE 3 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $356,205 at March 31, 2008, and its total liabilities exceeds its total assets by $268,869.
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.
F-12
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing the new business development company activities and additional funding from strategic partners, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.
NOTE 4 STOCKHOLDERS’ DEFICIT
During the year ended March 31, 2006, the Company issued 300,000 shares of its common stock to its Chairman for cash amounting $45,000, which was the market value at the date the board authorized the issuance. All these shares were issued in reliance upon the exemption from registration provided by Regulation D, Rule 506 of the Securities and Exchange Commission and Section 4(2) of the Securities Act. No underwriters were used for the sales.
During the year ended March 31, 2008, the company did not issue any shares.
During the fiscal quarter ended March 31, 2008, the Company’s officers and directors did not charge the Company for their services. Such contributed services were recorded as capital contribution in the amount of $2,667 as of March 31, 2008, which was determined based on the fair value of the services provided.
NOTE 5 RELATED PARTY TRANSACTIONS
The Company has a receivable of $102,433 and $76,037 from and a payable of $9,530 and $7,850 to parties related through common shareholder and officer of the Company as of March 31, 2008 and 2007, respectively. The amounts are temporary loan in normal course of business, interest free, unsecured and due on demand.
The Company has a note payable to a related party through common shareholder and officer. The note amounts to Apple Realty, Inc. of $115,200 and $114,000 as of March 31, 2008 and 2007, respectively, due on demand, and is secured by assets of EMC. Interest shall accrue at 6% per annum, due and payable upon demand. This note is the remaining unpaid consulting fees and office expense provided by the related party. During the twelve month periods ended March 31, 2008, $1,200 of unpaid office expense was added to the note. The interest payable amounting to $46,779 and $37,462 at March 31, 2008 and 2007, respectively, is included in the accompanying financial statements.
F-13
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
The Company has a payable to the Company’s chairman. The loan amounting $159,720 and $122,899 at March 31, 2008 and 2007, respectively, carries an interest rate of 6% per annum, is unsecured and due on March 31, 2009. The company recorded interest of $9,491, $6,419, and $3,925 for the twelve month periods ended March 31, 2008, 2007 and 2006, respectively. The total interest payable on the loan amounted to $25,296 and $15,805 at March 31, 2008 and 2007, respectively, and has been included in due to officer in the accompanying financial statements.
George Morris is the chairman of MBDV. As of March 31, 2008, Mr. Morris’ beneficial ownership percentages of related companies’ common stock is as follows:
Morris Business Development Company) | 82.87 | % | ||
Internet Infinity, Inc. | 85.1 | % | ||
Morris & Associates, Inc. | 71.30 | % | ||
Apple Realty, Inc. | 100.00 | % |
NOTE 6 CONCENTRATION OF CREDIT RISK
For the year ended March 31, 2008, 2007 and 2006, revenue from the top two customers represents 73%, 58% and 8% of the Company’s total revenue, respectively. Accounts receivable balance outstanding from these customers was $4,226, $2,917 and $115,601 as of March 31, 2008, 2007 and 2006, respectively. For total purchases for the twelve month periods ended March 31, 2008 and 2007 the Company had two top vendors who represent 72% and 23%, of the Company’s total purchases. Accounts payable balance outstanding for these vendors was $14,283 and $12,540 as of March 31, 2008 and 2007, respectively.
NOTE 7 INCOME TAXES
No provision was made for federal income tax for the year ended March 31, 2008, 2007 and 2006, since the Company had significant net operating loss. The net operating loss carryforwards may be used to reduce taxable income through the year 2026. The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the state minimum tax imposed on corporations.
The net operating loss carryforward for federal and state income tax purposes was approximately $347,338 as of March 31, 2008.
The Company has recorded a 100% valuation allowance for the deferred tax asset due to the uncertainty of its realization.
F-14
MORRIS BUSINESS DEVELOPMENT COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
The components of the net deferred tax asset are summarized below:
2008 | 2007 | 2006 | ||||||||
Deferred tax asset – net operating loss | $ | 139,402 | $ | 124,694 | $ | 104,916 | ||||
Less valuation allowance | (139,402 | ) | (124,694 | ) | (104,916 | ) | ||||
Net deferred tax asset | $ | - | $ | - | $ | - |
The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations:
March 31, 2008 | March 31, 2007 | March 31, 2006 | ||||||||
Tax expense (credit) at statutory rate-federal | (34 | )% | (34 | )% | (34 | )% | ||||
State tax expense net of federal tax | (6 | ) | (6 | ) | (6 | ) | ||||
40 | 40 | 40 | ||||||||
Tax expense at actual rate | - | - |
Income tax expense consisted of the following:
2008 | 2007 | 2006 | ||||||||
Current tax expense: | ||||||||||
Federal | $ | - | - | - | ||||||
State | 800 | 800 | 800 | |||||||
Total current | $ | 800 | 800 | 800 | ||||||
Deferred tax credit: | ||||||||||
Federal | $ | 12,502 | 16,811 | 8,840 | ||||||
State | 2,206 | 2,967 | 1,560 | |||||||
Total deferred | $ | 14,908 | 19,778 | 10,400 | ||||||
Less: valuation allowance | (14,708 | ) | (19,778 | ) | (10,400 | ) | ||||
Net deferred tax credit | - | - | - | |||||||
Tax expense | $ | 800 | 800 | 800 |
NOTE 8 SUBSEQUENT EVENT
On May 30, 2008, the Company announced a 10-for-one stock split that became effective immediately at the opening of business on that day. All per share amounts and share numbers presented have been retroactively restated for this adjustment.
F-15
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no events required to be reported by this Item 9.
ITEM 9A – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2008, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses which have caused management to conclude that, as of March 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable to us for the year ending December 31, 2008. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
27
2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3. We have had, and continue to have, a significant number of audit adjustments. Audit adjustments are the result of a failure of the internal controls to prevent or detect misstatements of accounting information. The failure could be due to inadequate design of the internal controls or to a misapplication or override of controls. Management evaluated the impact of our significant number of audit adjustments and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Remediation of Material Weaknesses
We have attempted to remediate the material weaknesses in our disclosure controls and procedures identified above by working with our independent registered public accounting firm and refining our internal procedures. To date, we have not been successful in reducing the number of audit adjustments, but will continue our efforts in the coming fiscal year.
Internal control over financial reporting.
Management’s annual report on internal control over financial reporting. The registrant’s management recognizes its responsibility for establishing and maintaining adequate internal control over financial reporting for the registrant. Currently, the registrant is operating as a caretaker entity, keeping the corporation alive and in good standing with the Commission. All debit and credit transactions with the company’s bank accounts are reviewed by the officers as well as all communications with the company’s creditors. The directors meet frequently - as often as weekly - to discuss and review the financial status of the company and all developments regarding its search for a reverse merger partner. All filings of reports with the Commission are reviewed before filing by all directors.
Management assesses the company’s control over financial reporting at the end of its most recent fiscal year to be effective. It detects no material weaknesses in the company’s internal control over financial reporting.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
28
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Commission rules that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B – OTHER INFORMATION
All information required to be filed on a Form 8-K during the three months ended March 31, 2008 was filed with the Commission on a Form 8-K.
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
Name | Age | Position(s) | ||
George Morris, Ph.D. | 68 | Chairman of the Board (1998); President (2007); Chief Executive Officer (2007); | ||
James Herbert | 68 | Director (2006) | ||
William Nordstrom | 64 | Director (2006) |
GEORGE MORRIS, Ph.D. Dr. Morris has been the Chairman of the Board of Directors, principal shareholder, Chief Financial Officer and Secretary of Morris Business Development Company since we were incorporated on March 10, 1998. Dr. Morris has also been the Chairman and Vice President of Internet Infinity, Inc., the parent company and owner of 100% of our shares. Dr Morris assumed the duties of President in 2006 to operate the Business Development Company. Dr. Morris is also the President of Apple Realty, Inc. doing business as Hollywood Riviera Studios since 1974 and the Chairman of the Board of Directors of L&M Media, Inc. since 1990. Dr. Morris is also the Founder and has been the President, Chairman of the Board of Directors and principal of Morris Financial, Inc., a NASD member broker-dealer firm, since its inception in 1987. He has been active in designing, negotiation and acquiring all equipment, facilities and systems for manufacturing, accounting and operations of Morris Business Development Company and its affiliates. Dr. Morris has produced over 20 computer-training programs in video and interactive hypertext multimedia CD-ROM versions, as well as negotiating Morris Business Development Company and its affiliate distribution and supplier agreements. Dr. Morris earned a Bachelor of Business Administration and Masters of Business Administration from the University of Toledo, and a Ph.D. (Doctorate) in Marketing and Finance and Educational Psychology from the University of Texas. Prior to founding Morris Business Development Company and its affiliates, Dr. Morris had 20 years of academic experience as a professor of Management, Marketing, Finance and Real Estate at the University of Southern California (1969 - 1971) and the California State University (1971 - 1999). During this period Dr. Morris served a Department Chairman for the Management and Marketing Departments. He has since retired from teaching at the University. Dr. Morris was the West Coast Regional Director of the American Society for Training and Development, a Director of the South Bay Business Roundtable and a speaker on a number of topics relating to business, training and education. He most recently taught University courses about Internet Marketing for domestic and foreign markets and Sales Force Management.
29
JAMES HERBERT. Mr. Herbert was appointed as an independent director of our company on May 10, 2006. He is a professional consultant and businessman with more than forty years’ experience in Canada, Texas and California, in real estate development and business financing. Mr. Herbert also has 24 years’ experience in oil and gas investments and partnerships as a business/financial consultant. For the last five years, he has been a financial consultant to the California Clean Air Technologies and Recat Company in Riverside, California.
WILLIAM NORDSTROM. Mr. Nordstrom was appointed as an independent director of our company on May 10, 2006. He is currently Chairman and CEO of Wall Street University, Inc., an Internet-based investor education firm he co-founded in 2004. From 1990 to 2004 he also formerly owned National Investor’s Council, Inc., which published The High Growth Newsletter, reporting on small, publicly held growth companies. From 1984-1990 he was Senior Vice President of Corporate Capital Resources, Inc., a Westlake Village, CA-based registered Business Development Company (BDC). Also, he was Chief Financial Officer of Easyriders, Inc., which at the time was an American Stock Exchange listed company. Mr. Nordstrom is a graduate of Michigan State University with a Bachelor’s degree in Business Administration and is active in his community as a member of the Executive Board of American Legion Post 291 in Newport Beach, California, and also serves on the Board of Directors of the Michigan State Alumni Club of Orange County, CA.
Audit Committee
Our Directors serve as our audit committee. There is no audit committee financial expert. However, the audit committee has the authority to hire a financial expert any time it has the need for expert financial advice.
30
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10 percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10 percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, none of the required parties are delinquent in their 16(a) filings.
Code of Ethics
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and - should we acquire such - principal accounting officer or controller or persons performing similar functions. A copy of the Code of Ethics was filed as an exhibit to the Form 10-KSB Annual Report for the fiscal year ended March 31, 2004.
ITEM 11 – EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by (i) our Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal year ended March 31, 2008 (“Named Executive Officers”):
SUMMARY COMPENSATION TABLE
Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards* | Total | |||||||||||
George Morris, Chairman, CEO, | 2008 | $ | 2,000 | $ | 0 | 0 | $ | 2,000 | ||||||||
2007 | $ | 2,400 | $ | 0 | 0 | $ | 2,400 |
* | Based upon the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“FAS”) No. 123R, Share Based Payment. Our policy and assumptions made in valuation of share based payments are contained in Note 2 to our December 31, 2006 financial statements. |
Employment Contracts
We currently do not have any employment agreements with our officers.
Other Compensation
There are no annuity, pension or retirement benefits proposed to be paid to our officers, directors, or employees in the event of retirement at normal retirement date as there was no existing plan as of March 31, 2008, provided for or contributed to by us.
31
Director Compensation
The following table sets forth director compensation as of March 31, 2008:
DIRECTOR COMPENSATION
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensa- tion ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensa- tion ($) | Total ($) | |||||||||||||||
George Morris | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
James Herbert. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
William Nordstrom | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
* | Based upon the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“FAS”) No. 123R, Share Based Payment. Our policy and assumptions made in valuation of share based payments are contained in Note 2 to our December 31, 2006 financial statements. |
The compensation of each of our directors is fully furnished in the Summary Compensation Table above.
Directors of the Company who are also employees do not receive cash compensation for their services as directors or members of the committees of the board of directors. All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the board of directors or management committees.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers as of March 31, 2008:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards | ||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||
George Morris | 0 | 0 | 0 | 0 | 0 |
32
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 31, 2008, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
Name and Address (1) | Nature of Affiliation | Common Stock Ownership | Percentage of Common Stock Ownership (2) | |||||||
George Morris (3) | Director | 808,630 | 62.2 | % | ||||||
L&M Media, Inc. (3) | >10% Owner | 267,369 | 20.6 | % | ||||||
James Herbert 2175 Pacific Avenue #2 Costa Mesa, CA 92627 | Director | 0 | 0 | % | ||||||
William Nordstrom 4853 East 17th Street Costa Mesa, CA 92627 | Director | 0 | 0 | % | ||||||
All Officers and Directors as a Group (3 persons) | 1,075,999 | 82.8 | % |
(1) | Unless stated otherwise, the address of each beneficial owner is c/o 413 Avenue G, #1, Redondo Beach, CA 90277. |
(2) | Unless otherwise indicated, based on 1,300,000 shares of common stock issued and outstanding. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. |
(3) | Mr. Morris is the registered holder of 808,630 shares of our common stock but is attributed the combined shares of 267,369 held by Hollywood Riviera Studios (49,655 shares) and L&M Media, Inc. (217,714 shares), because he exercises voting and/or dispositive power over the securities held by Hollywood Riviera Studios and L&M Media, Inc. |
The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer as specified in section 2(a)(1) of the Investment Company Act of 1940. There are no classes of stock other than common stock issued or outstanding. Other than as set forth herein, there are no options, warrants, or other rights to acquire common stock outstanding. We do not have an investment advisor.
33
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We are under the control of George Morris, our Chairman and Chief Financial Officer, who beneficially owns 82.8% of our issued and outstanding common stock.
The basis of his control is set forth below:
· | Mr. Morris directly owns 62.3% of our issued and outstanding common stock; |
· | Mr. Morris owns 100% of Hollywood Riviera Studios which owns 3.82% of our issued and outstanding common stock; and |
· | Mr. Morris owns 100% of L&M Media, Inc. which owns 16.75% of our issued and outstanding common stock. |
We had been either a division or a wholly-owned subsidiary of Internet Infinity, Inc., since incorporating our business in 1998. Our shares previously owned by Internet Infinity were distributed on September 28, 2001 to the Internet Infinity shareholders of record on September 18, 2001. We now operate independently of Internet Infinity but we share in common the office facilities, and officers and directors George Paul Morris, Roger Casas and Shirlene Bradshaw.
We have a receivable of $102,433 from Internet Infinity, Inc. for temporary loans in the normal course of business, interest free, unsecured and due on demand. Internet Infinity is a party related through a common controlling shareholder. George Morris is our Chief Financial Officer, Vice President, Chairman of the Board of Directors and our controlling shareholder. As of March 31, 2008, his beneficial ownership of the percentages of the outstanding voting shares of the related parties is listed below:
· | Morris Business Development Company | 82.87 | % | ||||
· | Internet Infinity, Inc. | 85.1 | % | ||||
· | Morris & Associates, Inc. | 71.30 | % | ||||
· | Apple Realty, Inc. | 100.00 | % |
We have a loan payable of $115,200 to Apple Realty, Inc., a party related through a common controlling shareholder. The loan is secured by our assets. Interest accrues at 6% per annum, due and payable upon demand. This loan is the remaining unpaid consulting fees and office expense provided by Apple Realty, Inc. For the year ended March 31, 2008, $1,200 and for March 31, 2007, $1,200 of unpaid office expense was added to the loan.
We recorded interest to Apple Realty, Inc. of $8,718, $8,107 and $7,507 for the years ended March 31, 2008, 2007, and 2006, respectively. The interest payable amounting to $46,779 for March 31, 2008 is included in account payable and accrued expense in the accompanying financial statements.
34
During the year ended March 31, 2008, we incurred no consulting fees to Apple Realty, Inc.
We have a payable of $9,530 as of March 31, 2008 to Morris & Associates, Inc., a party related through a common controlling shareholder. The amounts are temporary loans in the normal course of business, interest free, unsecured and due on demand.
We have a payable to George Morris. The loan, amounting $159,720 at March 31, 2008, carries an interest rate of 6% per annum, is unsecured, and due on October 1, 2008. We recorded interest of $0 for the year ended March 31, 2008. The total interest payable on officer's loan amounted to $25,296 at March 31, 2008 and is included in due to officer in the accompanying financial statements.
During the year ended March 31, 2006, we issued 300,000 shares of our common stock to George Morris for cash consideration of $45,000, which was the market value on the date the board of directors authorized the issuance.
ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
During the fiscal years ended March 31, 2008 and 2007, Kabani & Company, Inc. billed us $25,500 and $21,500, respectively, in fees for professional services for the audit of our annual financial statements and review of financial statements included in our Forms 10-K and 10-Q.
Audit – Related Fees
During the fiscal years ended March 31, 2008 and 2007, Kabani & Company, Inc. billed us $zero and $zero, respectively, in fees for assurance and related services related to the performance of the audit and review of our financial statements.
Tax Fees
During the fiscal years ended March 31, 2008 and 2007, Kabani & Company, Inc. billed us $zero and $zero respectively, in fees for professional services for tax planning and preparation.
All Other Fees
During the fiscal years ended March 31, 2008 and 2007, Kabani & Company, Inc. did not bill us for any other fees.
35
PART IV
ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following financial statements are filed as part of this report: | |
Report of Independent Certified Public Accountants | F-1 |
Balance Sheet as of March 31, 2008 and 2007 | F-2 |
Statement of Operations for the fiscal years ended March 31, 2008, 2007 and 2006 | F-3 |
Statement of Changes in Stockholders’ Equity for the fiscal years ended March 31, 2008, 2007 and 2006 | F-4 |
Statements of Cash Flows for the fiscal years ended March 31, 2008, 2007 and 2006 | F-5 |
Notes to Financial Statements | F-6 - F-15 |
(a)(2) Financial Statement Schedules
We do not have any financial statement schedules required to be supplied under this Item.
(a)(3) Exhibits
Refer to (b) below.
(b) Exhibits
3.1 | Articles of Incorporation | (1) |
3.2 | Articles of Amendment to Articles of Incorporation | (4) |
3.3 | Bylaws | (1) |
10.1 | Distribution Agreement Between Electronic Media Central and L&M Media, Inc., dba Apple Media | (2) |
14.1 | Code of Ethics | (3) |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
36
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 the Registrant’s Registration Statement on Form 10-SB, filed on February 13, 2001. |
(2) | Incorporated by reference to the Registrant’s Registration Statement on Form 10-SB/A, filed on April 13, 2001. |
(3) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB, filed on July 13, 2004. |
(4) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on July 3, 2007. |
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morris Business Development Company | |
By | /s/George Morris |
George Morris, Chief Executive Officer |
Dated: July 14, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: July 14, 2008 | |
/s/ George Morris | |
George Morris, CEO, CFO and Director | |
Dated: July 14, 2008 | |
/s/ James Herbert | |
James Herbert, Director | |
Dated: July 14, 2008 | |
/s/ William Nordstrom | |
William Nordstrom, Director |
38