Washington, D.C. 20549
 
 FORM 10-KSB
 
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 
 OF THE SECURITIES EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED MARCH 31, 2004
  or
  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
 
 OF THE SECURITIES EXCHANGE ACT OF 1934
  COMMISSION FILE NO. 0-32345
  ELECTRONIC MEDIA CENTRAL CORPORATION
 (Name of small business issuer in its charter)
  California

33-0795854(state of incorporation)

(IRS Employer I.D. Number
)
  413 Avenue G, #1
 Redondo Beach, CA 90277
 (Address of principal executive offices)
 
 Issuer's telephone number: 310-318-2244
 
 Securities registered under Section 12(b) of the Exchange Act:
 
 Title of each class: None.
 
 Name of each exchange on which registered: None.
 
 Securities registered under Section 12(g) of the Exchange Act:
 
 Common Stock $0.02 par value
 (Title of class)
  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]
 
 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
 
  
 State issuer's revenues for its most recent fiscal year: $325,900.
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity of $2,317,907, as of July 7, 2004.
 
 State the number of shares outstanding of each of the issuer's classes of common equity, as of July 6, 2004: 1,000,000 shares of Common Stock, $0.02 par value.
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (3) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The list documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990). None.
 
 Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
 
  
 TABLE OF CONTENTS
  PageItem 1

Description of Business

1Business Development

1Business of Electronic Media

1Products

1Suppliers and Sub-Contractors

2Distribution Methods

2Competition

2Advertising and Promotion

3Dependence on Major Customers

3Patents, Trademarks and Licenses

4Government Approval and Regulations

4Research and Development

4Cost of Compliance with Environmental Laws

4Seasonality

4Employees

4New Products and Services

4Item 2

Description of Properties

5Item 3

Legal Proceedings

5Item 4

Submission of Matters to a Vote of Security Holders

5Item 5

Market for Common Equity and Related Stockholder Matters

5Item 6

Managements Discussion and Analysis or Plan of Operation

6Results of Operations

6Off-Balance Sheet Arrangements

8Item 7

Financial Statements

9Item 8

Changes in and Disagreements with Accountants on Accountingand Financial Disclosure

23Item 8A

Controls and Procedures

23Item 9

Directors, Executive Officers, Promoters and Control PersonsCompliance with Section 16(a) of the Exchange Act

24Audit Committee and Audit Committee Financial Expert

25Code of Ethics

25Compliance with Section 16(a) of the Exchange Act

26Item 10

Executive Compensation

26Item 11

Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

27Item 12

Certain Relationships and Related Transactions

27Item 13

Exhibits and Reports on Form 8-K

29(a)  Exhibits

29(b)  Reports on Form 8-K

30Item 14

Principal Accountant Fees and Services

30Signatures

31
 
 
    PART I
  
 ITEM 1.  DESCRIPTION OF BUSINESS.
  DESCRIPTION OF BUSINESS
 
 Business Development
 
 Electronic Media Central Corporation was incorporated on March 12, 1998 in the State of California. We commenced sales distribution operations in late 1996 first as a division of Internet Infinity, Inc. and then on April 1, 1998 as a 100% wholly owned subsidiary of Internet Infinity, Inc. Internet Infinity, Inc. supplied us with management support to launch our sales distribution activities. No funds have been raised for us since our inception; all operations have been funded from our sales revenue. We conduct our business from our sales headquarters office in Redondo Beach, California. We first had revenues from operations in 1996 as a division and in 1998 as a corporate subsidiary of Internet Infinity, Inc.
 
 On September 28, 2001, all 500,000 shares of Electronic Media Central Corporation common stock held by Internet Infinity, Inc., 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 51% owned by George Paul Morris, our chief executive officer, the controlling shareholder of both Internet Infinity, Inc. and our company. 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 are now provided by Pac Max Corporation of Brea California, an independent supplier. Although we did not grant an exclusive supplier relationship to Pac Max Corporation, it is advantageous to our company at this time to source all products and services through Pac Max Corporation. Pac Max Corporation provides our company sales office space, office staff, telephone and utilities for $2,500 per month as of May 1, 2002.
 
 Business of Electronic Media Central Corporation
 
 Electronic Media Central distributes electronic media duplication services.
  
 Products
 
 We have three principal products and services:
 
 ·  electronic media duplication and packaging services for -
 
 ·  compact disks (CD),
 
 1
  ·  digital video disk (DVD), and
 
 ·  videocassette tape.
 
 Our companys sales of electronic media duplication and packaging services are primarily the duplication and packaging of a customer's pre-recorded video programs. The customers programs are principally used for education, promotion and documentation of the customers products or services. Our company provides services to create multiple copies of a customers material on video tape, compact Disks CD and DVD formats with related packaging. The main target markets for our services are business, religious, government and other non-profit organizations. Our company does not provide services to the adult entertainment industry.
 
 We charge a customer for electronic media duplication and packaging services by quoting a price per piece duplicated to the customer. The price is based on the number of pieces duplicated, the length of the customers program and the specific packaging requirements. The greater the number of pieces a customer orders at one time, the lower the price per piece. A longer customer program will cost more per piece. Packaging costs vary by exact design and the amount of printing and labor involved per the customer specifications.
 
 Suppliers and Sub-Contractors
 
 Our duplication services orders are manufactured and fulfilled through Pac Max Corporation In addition to the $2,600 per month we pay Pac Max Corporation for rent, office staff, telephone and utilities, we are responsible for sales force compensation of one sales person at $3,000 per month plus incentives. In addition, we pay George Morris, President $200 per month salary. We also pay $5,000 per month for marketing and management consulting to Apple Realty, Inc. an affiliate company owned 100% by George Morris, our President and the controlling shareholder of our company and Internet Infinity, Inc.
 
 Distribution Methods
 
 We distribute our products through an in-house employee sales person working the telephone, fax, mail and the Internet. Shipments are made throughout the United States with a majority in California.
 
 Our sales representative is paid a salary plus an incentive bonus based on the sales volume and gross profit generated each month. The sales representative is responsible for managing his own account orders and customer service.
 
 Competition
 
 The electronic media duplication industry is highly competitive. Large competitors such as Technicolor Corporation dominate the large volume market from the movie studios and advertising premium business. Numerous small regional competitors such as our company serve the smaller regional business and nonprofit organization markets. The principal markets for our products and services are local small commercial and non-profit organizations. The typical size of our target customers is under 100 employees.
 
 2
  There are over twenty local/regional video duplicators listed in the latest March 2002 OC/SD Film & Video News for the Orange County and San Diego California area. No sales numbers or other capacity information is available for these private companies.
 
 We compete with both price and customer services. We are constantly negotiating for the best price from our supplier. This is necessary to allow us to compete on price to our customers. In addition, we monitor offers from competitors on the Internet, through direct mail and through comparison-shopping to remain competitive. With our competitive prices and our offering special delivery service in Southern California, special design consultation and fast order fulfillment, customers are willing to leave their masters with us for convenient repeat orders. Our sales person is able to provide advice and assistance to a customer as he prepares their job for duplication with us. Special situations include handling special orders requiring faster turnaround time than normal delivery. We strive to maintain a high level of customer service to be competitive.
 
 Advertising and Promotion
 
 Our advertising and promotion is primarily electronic-media focused. We engage in telephone and fax campaigns to prospect for new customers in the electronic duplication business. In addition, we use direct mail to prospect for new customers.
 
 Dependence on Major Customers, Management and Suppliers
 
 We are not dependent on any single major customer. However, as of the twelve months ended March 31, 2003 approximately 27% percent of our sales come from our top four customers. Sales made in an aggregate amount equal to 5% of more of our consolidated revenues include the customers: Crenshaw Christian Center. The loss of such customers would have a material adverse effect on our company.
 
 Dependence on Management
 
 
 We are dependent on the continued employment of George Morris our chief executive officer and a director, and his consulting company, Apple Realty, Inc., the controlling shareholder of both Internet Infinity, Inc, and our company. This dependence will continue until the company hires another chief executive officer and additional management. However, we cannot guarantee when or if such replacement management can be found.
 
 Dependence on Supplier
 
 We are dependent on Pac Max Corporation as the sole supplier of all services and products we resell and distribute but we are not contractually prohibited from shopping for better relationships.
 
 3 
 Conflict of Interest
 
 There is no conflict of interest with the dependence of our company on Pac Max Corporation. They are an independent supplier and the relationship can be terminated or modified at any time.
 
 Patents, Trademarks and Licenses
 
 We have no proprietary patents, trademarks or licenses.
 
 Government Approval and Regulations
 
 We need no governmental approval for the design and marketing of our electronic media. We are not aware of any proposed governmental regulations that would affect our operations.
 
 Research and Development
 
 We have not budgeted any amount for research and development in the fiscal year ended 2004.
 
 Cost of Compliance with Environmental Laws
 
 There are no environmental laws that impact any of our operations.
 
 Seasonality
 
 Our sales are almost evenly distributed across the year, but there are slight variations, with the fall and winter exceeding the spring and summers seasons for a variety of factors including vacation, school and holiday cycles.
 
 Employees
 
 We employ one full time sales representative who also handles limited clerical duties along with our supplier Pac-Max.
 
 New Products and Services
 
 We are in the process of researching a new sales strategy for the sales of Digital Video Disk (DVD). It is too early in the research process for us to forecast any level of success in the sales of these digital products at this time. However, with our current research, we see the increase of DVD uses by business customers. However, expected competition and market unknowns may not permit the company to succeed in the DVD duplication market.
 
 4 
 ITEM 2.  DESCRIPTION OF PROPERTIES
 
 George Morris, chief executive officer of Internet Infinity, provides our company approximately 100 square feet in Redondo Beach, California at no charge. Our sales office with clerical staff, rent, telephone and utilities is provided by our supplier, Pac Max Corporation at $2,600 per month commencing May 1, 2002. There is a large amount of office space available for less than $2.00 a square foot within three miles of the existing office. Electronic Media Central reserves the right to move at any time.
 
 ITEM 3.  LEGAL PROCEEDINGS
 
 We are not, and none of our property is, a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
 No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.
 
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 PART II
  ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
 
 MATTERS
 
 Market Information . Electronic Medias common stock is quoted on the Electronic OTC Bulletin Board and there is a very limited market for the shares of Electronic Media at this time. Its symbol is EMCC.
 
 On July 6, 2004 there were 1,000,000 shares of common stock outstanding. There are no stock options issued or outstanding. No shares are subject to securities convertible into such shares of stock.
 
 Holders . On July 6, 2004 there were 43 shareholders of our stock. Some 106,785 shares of common stock are held in brokerage accounts under the record name of Cede & Co.
 
 Dividends . We have paid no cash dividends to our stockholders and do not plan to pay dividends on our Common Stock in the foreseeable future. We currently intend to retain any earnings to finance future growth.
 
 Recent Sales of Unregistered Securities . On April 1, 1998 the company sold 1,000 shares of its common stock at $0.001 a share to Internet Infinity, Inc. for $1.00 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 to effect the sales. This was the initial issuance of capital stock of the company.
 
 5
  On December 22, 2000, the company issued an additional 9,999,000 shares of its common stock to Internet Infinity, Inc. in exchange for a $9,999 unsecured note receivable 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 to effect the sales.
 
 On September 28, 2001, the company reduced the number of shares of common stock outstanding to 500,000 from 10,000,000 by issuing .048 new share for each outstanding share of the company.
 
 On September 28, 2001, all 500,000 shares of our company were distributed to the shareholders of record of Internet Infinity, Inc. as of September 18, 2001.
 
 In June 2002, 50,000 shares of our common stock were issued to a consultant and in March 2003 390,000 shares were issued to George Morris, our president and a director, in satisfaction of the cancellation of $10,920 debt owed to Mr. Morris and 60,000 shares were issued to Anna Moras, Mr. Morris mother, in cancellation of $1,680 debt. 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 to effect the sales.
 
 ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto. it is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere.
 
 Results of Operations
 
 The following table presents, as a percentage of sales, certain selected financial data for the two fiscal years ended March 31, 2004 and March 31, 2003.
 
 Year Ended 3-312004


2003Sales

100.0
%

100.0
%Cost of sales

63.9


67.2Gross margin

36.1


32.8Selling, general andadministrativeexpenses

35.8


64.3Net income (loss) beforeincome taxes

00.3


(31.5
)
 
 6 
 Sales
 
 Sales increased by $28,080 from $297,820 in the fiscal year ended March 31, 2003 to $325,900 in the fiscal year ended March 31, 2004, an increase of 9.43 percent. The increase in sales was attributable primarily to an increase in purchases by existing customers caused by a growing economy.
 
 Gross Margin
 
 Gross margin was higher at 36.1 percent of sales for the fiscal year ended March 31, 2004 versus 32.8 percent for the fiscal year ended March 31, 2003 due to the relationship with Pac Max. Gross Margin was $97,623 in fiscal year 2003 and $117,637 in fiscal year 2004.
 
 Selling, General and Administrative Expense
 
 Selling, general and administrative expenses decreased by $54,608 from $191,519, or 64.3 percent of sales in fiscal year 2003 to $136,911, or 42 percent of sales in fiscal year 2004, a total expense decrease of 28.5 percent measured against a 9.43 percent increase in sales. Bad debts decreased by $45,779 from $46,634 in the fiscal year 2003 to $855 in the fiscal year 2004 as explained in the Financial Statement Note 12. Professional fees including legal and accounting increased from $18,255 to $25,847 primarily for accounting necessary to be a fully reporting company with the Securities Exchange Commission. Salaries and related expenses increased from $30,928 to $31,500. Consulting fees and related expenses decreased to $40,600 from $61,500 primarily due to a reduction in consulting services from Apple Realty, Inc., which is 100-percent owned by George Morris.
 
 Net Profit (Loss)
 
 In the fiscal year ended March 31, 2004, we had a net profit, after interest income and a provision for income taxes, of $56, or $0.00 diluted net loss per share of our common stock.  This resulted from a gain on settlement of debt to Apple Realty, Inc.  In the fiscal year ended March 31, 2003, we had a net loss from operations, after a provision for income taxes, of $94,696, or $0.09 a share of common stock.
 
 Balance Sheet Items
 
 The net profit for the fiscal year ended March 31, 2004, of $56 decreased the accumulated deficit from $161,223 on March 31, 2003, to a deficit of $161,167on March 31, 2004. Our cash position decreased $4,500 from $5,600 for the fiscal year ended March 31, 2003, to $1,100 for the fiscal year ended March 31, 2004. Accounts receivable from non-affiliates, net of allowance for doubtful accounts, increased from $26,810 at the end of fiscal year 2003 to $33,262 at the end of fiscal year 2004.
 
 Liquidity and Outlook
 
 
 7
  We have been able to stay in operation only (1) with the services provided by Pac-Max, an independent supplier of electronic media duplication services, and (2) from the cash flow generated by Electronic Media Central from the sale of electronic media duplication services. Also, George Morris personally advanced funds to Electronic Media Central when needed. George Morris also acquired Video Magnetics, an insolvent electronic media duplication company with his personal cash and proceeded to turn around the situation for the benefit of Electronic Media Central by providing services to sell. Since early 1997, sales from electronic duplication services have continued to provide the funds to prepare Electronic Media Central to be a reporting public company to the United States Securities Exchange Commission.
 
 Electronic Media Central management believes that we will generate sufficient cash flow to support operations during the twelve months to end March 31, 2005. Sales and expenses should continue to decline with the supplier Pac-Max and Electronic Media Central should generate a net profit and positive cash flow from operations.
 
 However, our Auditors have issued a going concern statement in Note 3 of the attached Financial Statements.
 
 In addition to cash provided from operations, loans from George Morris can provide additional cash to Electronic Media Central.
 
 The payment record of our existing customers has been good with low bad-debt losses for over two years from duplication service customers. Accordingly, management believes the risk of non-payment in the future is manageable.
 
 Off-Balance Sheet Arrangements
 
 Our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have
 
 · an obligation under a guarantee contract,
 
 ·  a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves
 as credit,  liquidity or market risk support to such entity for such assets,
 
 ·  any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative
 instrument, or
 
 ·  any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity
 that is held by us and material to us where such entity provides financing, liquidity, market risk or credit
 risk support to, or engages in leasing, hedging or research and development services with us.
 
 8 
 ITEM 7.  FINANCIAL STATEMENTSIndependent Auditors Report

10Balance Sheet March 31, 2004

11Statements of Operations for the Years Ended March 31, 2004 and 2003

12Statements of Stockholders Equity (Deficit)for the Years Ended March 31, 2004 and 2003

13Statements of Cash Flows for the Years Ended March 31, 2004 and 2003

14Notes Financial Statements March 31, 2004

15
  
 9
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Stockholders and Board of Directors
 Electronic Media Central Corporation
 
 We have audited the accompanying balance sheet of Electronic Media Central Corporation, a California Corporation (the Company) as of March 31, 2004 and the related statements of operations, stockholders equity (deficit) and cash flows for the year ended March 31, 2004. 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 audit.
 
 We conducted our audit 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 audit 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 Electronic Media Central Corporation as of March 31, 2004 and the results of its operations and its cash flows for the year ended March 31, 2004 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.
 
 Fountain Valley, California
 June 30, 2004
 
 10
 ELECTRONIC MEDIA CENTRAL CORPORATION
 BALANCE SHEET
 MARCH 31, 2004
 
 **ASSETS**
 CURRENT ASSETS:Cash & cash equivalents

$
1,001Accounts receivable, net of allowance for doubtfulaccounts of $3,000


33,262Total current assets


34,263NON-CURRENT ASSETSDue from related parties


54,464$
88,727LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable & accrued expenses

$
61,474Due to related party


13,498Due to officer


42,122Total current liabilities


117,094LONG TERM LIABILITIES:Notes Payable - related parties


109,200STOCKHOLDERS' DEFICITCommon stock, $0.02 par value;40,000,000 shares authorized; 1,000,000 shares issuedand outstanding at March 31, 2004


20,000Additional paid in capital


3,600Accumulated deficit


(161,167
)Total stockholders' deficit


(137,567
)$
88,727 The accompanying notes are an integral part of these consolidated financial statements.
  11
  ELECTRONIC MEDIA CENTRAL CORPORATION
 STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003
 
  2004


2003Revenues

$
325,900

$
297,820Cost of revenues


208,263


200,197Gross Profit


117,637


97,623Operating expensesProfessional Fees


25,847


18,255Salaries and related expenses


31,500


30,928Consulting fees paid to related party


40,600


61,500Bad debts


855


46,634Other


38,109


34,202Total operating expenses


136,911


191,519Loss from operations


(19,274
)

(93,896
)Non-Operating Income (expense):Interest expense


(9,870
)

-Gain on settlement of debts, related party


30,000


-Total other income (expense)


20,130


-Profit (Loss) before income taxes


856


(93,896
)Provision for income taxes


800


800Net profit(loss)

$
56

$
(94,696
)Basic weighted average number ofcommon stock outstanding


1,000,000


1,000,000Basic net profit (loss) per share

$
0.00

$
(0.09
)Diluted weighted average number ofcommon stock outstanding


1,000,000


1,000,000Diluted net profit (loss) per share

$
0.00

$
(0.09
)
 The accompanying notes are an integral part of these consolidated financial statements.
 
  12
  ELECTRONIC MEDIA CENTRAL CORPORATION
 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003
 
  TotalCommon stock




stockholders'Number of

Additional
Subscription
Shares to be
Accumulated
Equityshares
Amount
paid in capital
receivable
issued
deficit
deficitBalance as of March 31,2002

500,000
$10,000
-
-

(66,527)
(56,527)Shares issued service

500,000
10,000
3,600
-

-
13,600Net loss for the year

-
-
-
-
-
(94,696)
(94,696)Balance as of March 31, 2003

1,000,000
20,000
3,600
-
-
(161,223)
(137,623)Net income for the year






56
56Balance as of March 31, 2004

1,000,000
$20,000
$3,600
$-
$-
$(161,167)
$(137,567)
  The accompanying notes are an integral part of these consolidated financial statements.
 
 
 13
  ELECTRONIC MEDIA CENTRAL CORPORATION
 STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003
 
 2004


2003CASH FLOWS FROM OPERATING ACTIVITIES:Net Income (Loss)

$
56

$
(94,696
)Adjustments to reconcile net income (loss) to net cash provided byoperating activities:Shares issued for service


-


1,000Write-down of asset-related party receivable


-


49,934Debt issued for consulting fees


-


60,000Decrease in accounts receivable


(6,452
)

12,235Increase (Decrease) in accounts payable


26,963


9,331Increase (Decrease) in accounts payable-related parties


-


4,657Net cash provided by operating activities


20,567


42,461CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from loans from officers


15,800


9,742(Increase) in due from affiliates


(40,966
)

(48,084
)Net cash used in financing activities


(25,166
)

(38,342
)NET INCREASE ( DECREASE) IN CASH & CASH EQUIVALENTS


(4,599
)

4,119CASH & CASH EQUIVALENTS, BEGINNING BALANCE


5,600


1,481CASH & CASH EQUIVALENTS, ENDING BALANCE

$
1,001

$
5,600SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:Interest paid during the year

$
-

$
340Taxes paid during the year


800


800
   The accompanying notes are an integral part of these consolidated financial statements.
 
 14
 **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
  NOTE 1  ORGANIZATION
 
 On April 1, 1998, Electronic Media Central Corporation (the Company or EMC) was incorporated in California (formerly a division of Internet Infinity, Inc.). The Company has previously and is currently reporting and filing as part of Internet Infinity, Inc.s (III) combined financial statements. The Company is engaged in the sale of blank electronic media, such as videotapes, and the duplication, replication and packaging of DVDs, CDs, video tapes, and audiotapes.
 
 On August 31, 2001, the directors of III approved a distribution to its stockholders, pro-rata, of 500,000 shares of common stock of EMC, which was a wholly owned subsidiary of III. The exchange was on a pro-rata basis of .048 shares of EMCs stock for each share of IIIs common stock. EMC is an unlisted California Corporation, whose common stock is registered with the Securities and Exchange Commission (SEC) under Section 12(g) of the Exchange Act.
 
 NOTE 2  SUMMARY 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. Allowance for doubtful debts amounted to $3,000 as at March 31, 2004.
  15
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 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.
 
 Accounts payable & accrued expenses
 
 Accounts payable and accrued expenses consist of the following:
 
 Accounts payable

$
20,441Accounts payable  related party


27,102Accrued state tax


800Accrued interest


13,131$
61,474
 
 Income taxes
 
 Deferred taxes are provided for on a liability method for temporary differences between the financial reporting and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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 be realized. For the year ended March 31, 2004, such differences were insignificant.
 
 Stock-based compensation
 
 
 16
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 
 
 SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, Accounting for stock issued to employees (APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock.
 The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.
 
 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.
 
 Basic and diluted net loss per share
 
 Net loss 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.
 
 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.
  17
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 Issuance of shares for service
 
 The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
 
 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 combined financial statements as substantially all of the Company's operations are conducted in one industry segment.
 
 Reclassifications
 
 Certain comparative amounts have been reclassified to conform with the current year's presentation.
 
 Recent Pronouncements
 
 On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity . FAS 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the statement of financial position. Further, FAS 150 requires disclosure regarding the terms of those instruments and settlement alternatives. FAS 150 affects an entity's classification of the following freestanding instruments: a) Mandatorily redeemable instruments b) Financial instruments to repurchase an entity's own equity instruments c) Financial instruments embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on (i) a fixed monetary amount known at inception or (ii) something other than changes in its own equity instruments d) FAS 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The guidance in FAS 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. For private companies, mandatorily redeemable financial instruments are subject to the provisions of FAS 150 for the fiscal period beginning after December 15, 2003. The adoption of SFAS No. 150 does not have a material impact on the Companys financial position or results of operations or cash flows.
 
 18
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 In December 2003, the Financial Accounting Standards Board (FASB) issued a revised Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). FIN 46R addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation application of consolidation policies to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conducted through variable interest entities. The Company does not hold any variable interest entities.
 
 NOTE 3  UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
 
 The Company's consolidated 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 $161,167 at March 31, 2004. The Company has a net profit of $56 and a net loss $94,696 in the year ended March 31, 2004 and 2003, respectively. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners, which would enhance stockholders investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.
 
 NOTE 4  STOCKHOLDERS EQUITY (DEFICIT)
 
 In June 2002, EMC issued 50,000 shares of common stock at par value ($0.02 per share) to consultants as a bonus. The $1,000 is included in consulting and legal expense.In March 2003, EMC issued 450,000 shares of common stock for relief of debt as follows:
 
 Price PerShares


Value


ShareGeorge Morris


390,000

$
10,920

$
0.028Anna Moras


60,000


1,680


0.028450,000

$
12,600
 
 
 19
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 NOTE 5  DUE TO OFFICER
 
 The payable is to George Morris, the Companys President. The loan is interest free, unsecured and due on demand.
 
 NOTE 7  RELATED COMPANY TRANSACTIONS
 
 Loan payable to Apple Realty, Inc., secured by assets of EMC. Interest shall accrue at 6% per annum, due and payable upon demand. This loan is in connection with consulting fees provided. Apple Realty, Inc. is owned 100% by George Morris. For the year ended March 31, 2004, $30,000 in consulting fees were paid to Apple Realty, Inc.


$


109,200
 
 The Company has a receivable of $54,464 and a payable to 13,498 to parties related through common shareholder and officer of the Company. The amounts are temporary loan in normal course of business, interest free, unsecured and due on demand.
 
 The Company utilizes office space, telephone and utilities provided by L&M Media, Inc. An estimate of the monthly values for office space, telephone and utilities, of $1,913 has been expensed, with an offsetting credit against the accounts payable of L&M Media, Inc. For the years ended, March 31, 2004 and 2003, the total of $22,950 and $19,125, respectively, were recorded for the above expenses and are included in other expenses on the statement of operations.
 
 The Company had a consulting agreement with a party related through common stockholder and officer, whereby the Company was paying $60,000 per year to the related party for the consulting services. Per an agreement between the Company and the related party, the consulting arrangement was terminated effective, September 30, 2003 and an amount of $30,000 was written off from the outstanding balance owed to the related party (Apple Realty, Inc.). The amount written off ($30,000) has been reflected as gain on settlement of debt in the accompanying financial statements. The Consulting expense, related party for the year ended December 31, 2003 was $60,000.
 
 George Morris is the President of EMC. As of March 31, 2004, Mr. Morris beneficial ownership percentages of related companies common stock is as follows:
 
 Internet Infinity, Inc.


52.80
%Electronic Media Central Corporation


56.20
%Morris & Associates, Inc.


66.50
%Apple Realty, Inc.


100.00
%
 
 The Company had bad debt expense due to write-off of related party receivables (note 12).
 
 20
  **ELECTRONIC MEDIA CENTRAL CORPORATION**
 **NOTES TO FINANCIAL STATEMENTS**
 
 
 NOTE 8  CONCENTRATION OF CREDIT RISK
 
 For the fiscal year ended March 31, 2004, revenue from one customer represents 93% of the Companys total revenue. For the fiscal year ended March 31, 2003, revenue from one customer represents 92% of the Companys total revenue. Accounts receivable outstanding from this customer as of March 31, 2004 was $ 35,086.
 
 For the fiscal year ended March 31, 2004, the Company has one vendor who represents 100% of total purchases. For the fiscal year ended March 31, 2003, the Company has one vendor who represents 84% of total purchases. Accounts payable outstanding as of March 31, 2004 for this supplier was $ 27,102.
 
 NOTE 9  PROVISION FOR INCOME TAXES
 
 The components of the (provision) for income taxes are as follow:
 
 2004


2003Current (Provision):Federal

$
--

$
--State


(800
)

(800
)(800
)

(800
)Deferred (Provision):Federal


--


--State


--


----


--Total (Provision) for Income Taxes

$
(800
)
$
(800
)
 
 The Company has federal and state net operating losses of approximately $152,400 which expire through 2024.
 
 NOTE 10  NET INCOME (LOSS) PER SHARE
 
 The following is a reconciliation of net income and weighted average common shares outstanding for purposes of calculating basic and diluted net income per share:
 
 2004


2003Net income (loss)

$
56

$
(94,696
)Basic & diluted Weighted average common shares
outstanding


1,000,000


1,000,000Basic and diluted net income (loss) per share

$
0.00

$
(.090
)
 
 The Company does not have any stock options outstanding at March 31, 2004.
 
 21
 **ELECTRONIC MEDIA CENTRAL CORPORATION**
**NOTES TO FINANCIAL STATEMENTS**
 
 NOTE 11  DEFERRED INCOME TAXES
 
 The net deferred tax amounts included in the accompanying balance sheet include the following amounts of deferred tax assets and liabilities:
 
 Deferred tax asset  non-current

$
61,187Deferred tax liability  non-current


-Less valuation allowance


(61,187
)Net Deferred Tax Asset  Non-Current

$
--
 
 The deferred tax asset resulted from a net operating loss carryforward for federal and state income tax purposes of approximately $152,400.
 
 The Company has recorded a valuation allowance to reflect the estimated amount of deferred tax asset, which may not be realized. For the year ended March 31, 2004, there was no significant change in valuation allowance.
 
 NOTE 12  BAD DEBTS EXPENSE
 
 Bad debts expense, from related parties, consists of the following:
 
 2004


2003Write-off of receivable from Pacmax (related party)

$
855

$
-Write-off of receivable from L&M Media, Inc.


-


892Write-off of receivable from M&A (related party)


-


3,972Write-off of receivable from III (related party)


-


39,070Write-off of receivable from AMC (related party)


-


6,000Adjustment of allowance for doubtful accounts


-


(3,300
)Total Bad Debts Expense

$
855

$
46,634
  
 
 22
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  On July 2, 2003 Caldwell, Becker, Dervin, Petrick & Co., L.L.P., the principal independent accountants of Electronic Media Central Corporation, resigned.
 
 The report of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on the financial statements of Electronic Media for each of its fiscal years ended March 31, 2003 and 2002 contained no adverse opinions or disclaimers of opinion, and were not otherwise modified as to audit scope, or accounting principles. The reports of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on the financial statements of Electronic Media for each of the past two years ended March 31, 2003 and 2002 did, however, contain explanatory paragraphs describing an uncertainty about Electronic Medias ability to continue as a going concern.
 
 During the past two years and all interim periods prior to July 2, 2003 there were no disagreements between Electronic Media and Caldwell, Becker, Dervin, Petrick & Co., L.L.P., whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Caldwell, Beckers satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports for such periods.
 
 During the fiscal years ended March 31, 2003 and 2002 and all subsequent interim periods and to July 2, 2003, the date of resignation, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
 
 Electronic Media delivered a copy of the Form 8-K report to Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on July 9, 2003, and requested that Caldwell, Becker, Dervin, Petrick & Co., L.L.P. furnish it with a letter addressed to the Securities and Exchange Commission (the SEC) stating whether or not Caldwell, Becker, Dervin, Petrick & Co., L.L.P. agrees with the above statements. Attached hereto as Exhibit 16 is a copy of the letter of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. to the SEC dated July 9, 2003.
 
 On July 9, 2003, Electronic Media engaged Kabani & Company, Inc., as its new principal accountant to audit its consolidated financial statements. Electronic Media has not consulted with Kabani & Company, Inc. on any items concerning the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on Electronic Medias financial statements, or the subject matter of a disagreement on reportable events with the former auditor (as described in Regulation 5-K Item 304(a)(2)).
 
 ITEM 8A.  CONTROLS AND PROCEDURES
 
 Evaluation of disclosure controls and procedures . The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2004. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms.
 
 23
  Changes in internal controls . There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.
 
 PART III
 
 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Electronic Media's directors, officers and significant employees occupying executive officer positions, their ages as of March 31, 2004, the directors' terms of office and the period each director has served are set forth in the following table:
 
 
 Person

Positions and Officers

Since

ExpiresGeorge Morris, 65

Chairman of the Board of Directors - Acting President/CEO

1996

2005Roger Casas, 55

Director
Vice President Operations

1999

2005Shirlene Bradshaw, 65

Member of the Board of Directors
Business Manager

1999

2005
  GEORGE MORRIS, Ph.D . Dr. Morris has been the Chairman of the Board of Directors, principal shareholder, Acting President/Chief Executive Officer and Secretary of Electronic Media Central since Electronic Media Central was incorporated March 12, 1998. George Morris has also been the Chairman and Vice President of Internet Infinity, Inc., the parent company and owner of 100% of Electronic Media Central shares. George 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 Electronic Media Central and its affiliates. Morris has produced over 20 computer-training programs in video and interactive hypertext multimedia CD-ROM versions, as well as negotiating Electronic Media Central 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 Electronic Media Central 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. Morris 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.
 
 24
  ROGER CASAS . Mr. Casas has been a Member of the Board of Directors and the Vice President of Operations of Electronic Media Central since 1998. Roger has managed production, personnel, helped coordinate marketing efforts and managed packaging, printing and shipping on a daily basis. Prior to joining Internet Infinity, Mr. Casas was a computer software marketing manager at More Media and a Financial Consultant for Stonehill Financial in Bel Air, California from 1986 to 1987 an Account Executive for Shearson Lehman Brothers in Rolling Hills, California from 1984 to 1986 and Dean Witter Reynolds in Torrance, California, and the owner and operator of the Hillside restaurant in Torrance, California. Mr. Casas earned a Bachelor of Science in Business Administration, from Ashland University in Ashland, Oregon, along with a Bachelor of Art in Marketing and Psychology. Mr. Casas holds Series 22 and 7 licenses with the National Association of Securities Dealers, Inc. and is a registered representative with Morris Financial.
 
 SHIRLENE BRADSHAW . Ms. Bradshaw has been a Member of the Board of Directors of Electronic Media Central since 1999. Shirlene has served as the Business Manager of Electronic Media Central since 1998. She was the Business Manager for More Media, a provider of consumer special interest training programs and a predecessor company of Morris & Associates, Inc. for over six years from 1992 to 1998. She had extensive experience in office management and accounting before joining Internet Infinity.
 
 Stock Options
 
 During the last three fiscal years, there have been no stock options granted by Electronic Media Central.
 
 Audit Committee and Audit Committee Financial Expert
 
 Our directors serve as our audit committee. There is no financial expert serving on the audit committee.
 
 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 is filed as an exhibit to this Form 10-KSB annual report.
 
 25 
 Compliance with Section 16 (a) of the Exchange Act
 
 Section 16(a) Beneficial Ownership Reporting Compliance . Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us with respect to our fiscal year ended March 31, 2004 and any written representations furnished to us from a person subject to Section 16(a) filing requirements that no Form 5 is required for such period, no person who, at any time during the fiscal year, was a director, officer or beneficial owner of more than ten percent of our common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during such fiscal year or prior fiscal years.
 
 ITEM 10.  EXECUTIVE COMPENSATION
 
 No executive officer of the company has received total compensation in any of the last three years that exceeds $100,000. The table below sets forth all compensation awarded to, earned by, or paid by the affiliate company Internet Infinity, Inc. to George Morris, the president of the company as officers of both Internet Infinity, Inc. and Electronic Media Central Corporation, during the last three fiscal years.
 
 For George Morris
  Long Term CompensationAwardsAnnual Compensation

SecuritiesUnderlying
PayoutsOther Annual
Restricted
Options/
LTIP
All OtherYear

Salary
Bonus
Compensation
Stock Awards
SARS
Payouts
Compensation2004

2,400
0
0
0
0
0
02003

2,400
0
0
0
0
0
02002

13,800
0
0
0
0
0
0
 
 
 George Morris received a salary of $13,800 from Electronic Media Central, Inc. in 2002. In a related party transaction, the Morris Group, a dba of Apple Realty, Inc., accrued $10,600 in consulting fees for the fiscal year ended March 31, 2004. George Morris is the president and owns 100% of Apple Realty, Inc./dba Morris Group and is the president of Electronic Media Central Corporation, our chief executive officer and a director, and is the controlling shareholder of Electronic Media Central Corporation
 
 The Morris Group is helping Electronic Media Central Corporations business development by helping the company develop and implement as strategy for possible merger and acquisition activity by Electronic Media Central Corporation Apple Realty, Inc., holds a real estate business broker license.
 
 26 
 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERS
 
 The 1,000,000 common shares outstanding of Electronic Media Central are owned by 414 shareholders. The table below sets forth, as of March 31, 2004 the number of shares and percentage of the total of 1,000,000 common stock outstanding of the company beneficially owned by each officer and director of Electronic Media Central individually and as a group, and by each owner of more than five percent of the common stock.
 
 Percent ofNumber


OutstandingName and Address


of  Shares


SharesApple Realty, Inc., d/b/aHollywood Riviera Studios(1)


49,655


4.97413 Avenue G, #1Redondo Beach, CA 90277George Morris, Chairman/CEO(2)


558,285


55.83413 Avenue G, #1Redondo Beach, CA 90277Roger Casas, Vice President


1,786


(3
)108 E. 228thStCarson, CA 90745Shirlene Bradshaw, Director


1,714


(3
)1900 W. Artesia #38Gardena, Ca 90745Officers and Directorsas a group (3 persons)


611,440


61.14
 ________________________
 (1)  The shares owned of record by Apple Realty, Inc. are under the control of George Morris.
 (2)  Mr. Morris owns of record 508,630 shares but is attributed the shares owned Apple Realty, Inc., which are
 under his control.
 (3)  Less than 1 percent.
 
 Changes in Control
 
 There are no arrangements, which may result in a change in control of Electronic Media.
 
 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 Our company is under the control of George Morris, who beneficially owns 60.8 percent of all outstanding stock of Electronic Media Central Corporation.
 
 27
  The basis of his control is set forth in the following table:
 
 1.  George Morris
 
 a.  He owns 55.83 percent of Electronic Media Central Corporation
 
 b.  He owns 100 percent of Apple Realty, Inc. d/b/a Hollywood Riviera Studios
 
 i.  It owns 4.97 percent of Electronic Media Central Corporation
 
 Electronic Media Central Corporation and Pac Max Corporation Operating Structure
 
 As of April 1, 2002, Electronic Media Central Corporation is buying all of our duplication products and services from an independent supplier Pac Max Corporation.
 
 Electronic Media Central Corporation takes title to the products it purchases from Pac Max Corporation just as it did under the original distributorship agreement with independently owned Video Magnetics, LLC. This distributor model for taking title and selling as an independent distributor is planned for other, future business arrangements.
 
 Under this distributorship arrangement, Electronic Media Central Corporation is responsible for the accounts receivable from duplication sales and must be collected or we take a bad debt loss. As is standard business practice with a drop-ship arrangement, Electronic Media Central does not carry an inventory.
 
 The process for taking orders, shipping, billing and collection is as follows: When Electronic Media Central sells duplication products and services to an independent customer, we first determine the sales credit terms that will be given to the customer based on a credit worthiness review. If the order will be shipped on an open account basis we contact our representative at Pac Max Corporation. After credit terms and freight are determined by Electronic Media Central Corporation, we issue a purchase order to Pac Max Corporation for the products and services ordered including shipping. Pac Max Corporation sources materials and components, manufactures or assembles and drop ships the order to the Electronic Media Central Corporation customer. Pac Max Corporation invoices the customer on behalf of Electronic Media Central Corporation for the products and services delivered.
 
 The major risk for Electronic Media Central is the non-payment of accounts receivable from an order. We remain responsible for 50% of the payment of the wholesale cost of the order to Pac Max Corporation. Electronic Media Central Corporation has no inventory and has no inventory shrinkage and obsolescence. However, the absence of an Electronic Media Central Corporation inventory and the control of any inventory by a supplier to Electronic Media Central Corporation have operated to reduce our control over the shipping priority of orders.
 
 Electronic Media Central Corporation had been either a division or a wholly-owned subsidiary of Internet Infinity, Inc., since incorporating our business in 1998. The shares of our company owned by Internet Infinity were distributed on September 28, 2001 to the Internet Infinity shareholders of record on September 18, 2001. Our company now operates independently of Internet Infinity but shares in common the office facilities, officers and directors George Paul Morris, Roger Casas and Shirlene Bradshaw.
 
 28
  Our company files individual federal and state income tax returns.
 
 On March 31, 2004 there were 1,000,000 shares of common stock outstanding. There are no stock options issued or outstanding. No shares are subject to securities convertible into such shares of stock.
 
 ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)  Exhibits
 
 The following exhibits are filed, by incorporation by reference, as part of this Form 10-KSB:
 
 Exhibit Number
Description of Exhibit2
Articles of Incorporation of Electronic Media Central Corporation*2.1
Bylaws of Electronic Media Central Corporation*10
Distribution Agreement Between Electronic Media Centraland L&M Media, Inc., dba Apple Media**14
Code of Ethics for CEO and Senior Financial Officers16
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 by Electronic Media Central Corporation, concerning Electronic Medias change of principal independent accountants.***31
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 29
  *Previously filed with Form 10-SB 10-13-99; Commission File No. 0-32345  incorporated herein.
 **Previously filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-32345
 incorporated herein.
 ***Previously filed with Form 8-K 07-02-03; Commission File No. 0-32345 incorporated herein.
 
 (b)  Reports on Form 8-K
  None
  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees . Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-QSB reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:
  Fiscal Year ended March 31, 2004

$
11,219Fiscal Year ended March 31, 2003

$
10,817
  Audit-Related Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under Audit Fees:
 
 Fiscal Year ended March 31, 2004

$
-0-Fiscal Year ended March 31, 2003

$
-0-
 
 Tax Fees . Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:
 
 Fiscal Year ended March 31, 2004

$
1,246Fiscal Year ended March 31, 2003

$
1,202
 
 All Other Fees . Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:
  Fiscal Year ended March 31, 2004

$
-0-Fiscal Year ended March 31, 2003

$
-0-
  30
  Pre-Approval of Audit and Non-Audit Services.  The Audit Committee requires that it pre-approve all audit, review and attest services and non-audit services before such services are engaged.
 
  SIGNATURES
  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 **ELECTRONIC MEDIA CENTRAL CORPORATION**Date: July 12, 2004
By:
/s/ George MorrisGeorge MorrisChief Executive Officer
 
 In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 Date: July 12, 2004
By:
/s/ George MorrisGeorge MorrisChief Financial Officers, Chief Exeuctive Officer and Director
 Date: July 12, 2004
By:
/s/ Roger CasasRoger CasasDirector
 Date: July 12, 2004
By:
/s/ Shirlene BradshawShirlene BradshawDirector
 
 31
 
 ELECTRONIC MEDIA CENTRAL CORPORATION
  COMMISSION FILE NO. 0-32345
  INDEX TO EXHIBITS
  FORM 10-KSB
 
 FOR THE YEAR ENDED MARCH 31, 2004
  
 The following exhibits are filed, by incorporation by reference, as part of this Form 10-KSB:
 
 Exhibit Number
Description of Exhibit2
Articles of Incorporation of Electronic Media Central Corporation*2.1
Bylaws of Electronic Media Central Corporation*10
Distribution Agreement Between Electronic Media Centraland L&M Media, Inc., dba Apple Media**14
Code of Ethics for CEO and Senior Financial Officers16
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 by Electronic Media Central Corporation, concerning Electronic Medias change of principal independent accountants.***31
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.









*Previously filed with Form 10-SB 10-13-99; Commission File No. 0-32345  incorporated herein.


**Previously filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-32345 incorporated herein.


***Previously filed with Form 8-K 07-02-03; Commission File No. 0-32345 incorporated herein.