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, 2009
  [   ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from _______________ to _______________.
  Commission
file number 814-00724
  MORRIS
BUSINESS DEVELOPMENT COMPANY
 (Exact
name of registrant as specified in its charter)
  California
                (State
      or other jurisdiction of
                incorporation
      or organization)
              33-0795854
                (I.R.S.
      Employer
                Identification
      No.)413
      Avenue G, #1
                Redondo
      Beach, CA
                (Address
      of principal executive offices)
              90277
                (Zip
      Code)
 Registrant’s
telephone number, including area code    (310)
493-2244
 
 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities
Act.  Yes  [   ]   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  [   ]   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  [   ]
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer.  See definition of  “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.  (Check one):
 
 Large
      accelerated filer [   ]
              Accelerated
      filer [   ]
              Non-accelerated
      filer [ X ]
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes  [   ]   No  [X]
 
 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.  $6,720, based on
the closing price of $0.03 of our common stock on March 31, 2009.
 
 
 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  [   ]  No  [   ]
 
 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 July 9, 2009, there were 13,000,000
shares of common stock, par value $0.001, 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
  PART
      IITEM
      1
                                    Business
                                    4ITEM
      1A
                                    Risk
      Factors
                                    8ITEM
      1B
                                    Unresolved
      Staff Comments
                                    15ITEM
      2
                                    Properties
                                    16ITEM
      3
                                    Legal
      Proceedings
                                    16ITEM
      4
                                    Submission
      of Matters to a Vote of Security Holders
                                    16PART
      IIITEM
      5
                                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                    16ITEM
      6
                                    Selected
      Financial Data
                                    18ITEM
      7
                                    Management’s
      Discussion and Analysis of Financial Condition andResults
      of Operations
                                    18ITEM
      7A
                                    Quantitative
      and Qualitative Disclosures about Market Risk
                                    23ITEM
      8
                                    Financial
      Statements and Supplementary Data
                                    24ITEM
      9
                                    Changes
      in and Disagreements with Accountants on Accounting andFinancial
      Disclosure
                                    25ITEM
      9A
                                    Controls
      and Procedures
                                    25ITEM
      9B
                                    Other
      Information
                                    27PART
      IIIITEM
      10
                                    Directors,
      Executive Officers and Corporate Governance
                                    27ITEM
      11
                                    Executive
      Compensation
                                    29ITEM
      12
                                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                    31ITEM
      13
                                    Certain
      Relationships and Related Transactions, and Director
      Independence
                                    32ITEM
      14
                                    Principal
      Accounting Fees and Services
                                    33PART
      IVITEM
      15
                                    Exhibits
                                    35
 
 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 CEO, 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.
 
 On March 30, 2007, we changed our name
to Morris Business Development Company.
 
 4
 Description
of Business
 
 On June
12, 2009, the Company had a major change with the replacement of William
Nordstrom by an experienced new member of the Board of Directors with the
addition of Charles Yesson.  In addition,  George Morris,
Ph.D. returned to a full-time management position as the leader of the Company
after a near fatal auto accident in December 2007.  Dr. Morris and the
Board of Directors are now ready to seek revenue and profits for the Company
through strategic partnering and acquisitions.
 
 We focus on the development of
opportunities to invest in eligible portfolio companies as a closed end
investment fund similar to a mutual fund and we help provide growth capital,
strategic guidance and operational support.  In some cases we may
receive stock in portfolio companies for services provided by the Company both
with or without cash. We may  assist a client company with stock in
our portfolio to grow their revenue and sales with substantial managerial
support and capital sourcing. If a portfolio company meets the criteria, our
Company may further assist them in “going public” for the benefit of all
shareholders in the portfolio company and our Company.
 
 Our principal objectives are
long-term capital appreciation of portfolio company securities and shorter-term
receipt of dividends and/or interest 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 CEO, 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.
 
 On June
2, 2009, we entered into an agreement with Howell Capital Holdings, LLC
operating as “More American Jobs” to help American companies prepare to access
both government and private financial support, as reported on Form 8-K filed
June 3, 2009.  In addition, the Company will also commence a new
participation relationship this month with Avalon Funding Corporation, an asset
based lender focusing on accounts receivable and purchase order
funding.
 
 5
 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.
 
 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.
 
 6
 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.
 
 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.
 
 7
 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 very limited 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 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.  We do not provide
services to the adult entertainment industry.
 
 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 created, 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.  In addition, we do
not  pay George Morris, our CEO, Chief Financial Officer, Secretary
and controlling shareholder a salary for sales and marketing consulting at this
time.  However, we do anticipate paying performance compensation to him in
the future.
 
 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 California,
 
 Competition
 
 The main BDC business of business of
consulting to assist client companies to source capital and get the substantial
managerial support they need to succeed is a seasoned industry with many
competitive service providers. However, the Company management believes that it
is positioned as a 1940 Congressional Investment Act Company to provide a
special bundle of services as a BDC.  In addition, George Morris,
Ph.D. has the educational and work experience  to deliver services
needed by the clients.
 
 8
 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 and Internet
campaigns to prospect for new clients needing BDC services.
 
 Employees
 
 We employ no persons full or part time
and have only one part-time independent contractor.  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.
 
 Our
business development company (“BDC”) was created on May 12, 2006. We have been
offering our BDC services on a limited basis for approximately three years due
to the accident of our founder George Morris.  We 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 are currently
seeking funding from financial partners to implement our marketing
plan.
 
 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.
 
 9
 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.
 
 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.
 
 10
 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.
 
 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.
 
 11
 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 clients.  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.
 
 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.
 
 12
 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.
 
 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.
 
 13
 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.
 
 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.
 
 14
 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 Morris, our CEO, 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.
 
 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 George Morris, Ph.D., our CEO and Chief Financial
Officer.  However, we are seeking additional management assistance
through partnering and joint participation.  Any loss or interruption
of our key personnel’s services, as occurred in the last two years with the
accident of George Morris, 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 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.
 
 15
 ITEM
2 – PROPERTIES
 
 George Morris, our CEO, provides
approximately 100 square feet of office space in Redondo Beach, California, at
$100 a month.  We currently pay approximately $500 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.
 
 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.
  16
 
 Calendar Year
                                Ended
                                March
      31,
                              
                              Bid
      PricesPeriod
                              High
                              Low2007
                              First
      Quarter
                              $1.20
                              $1.20Second
      Quarter
                              $1.30
                              $1.10Third
      Quarter
                              $1.35
                              $1.30Fourth
      Quarter
                              $1.35
                              $1.352008
                              First
      Quarter
                              $1.50
                              $1.35Second
      Quarter
                              $2.10
                              $0.10Third
      Quarter
                              $0.12
                              $0.11Fourth
      Quarter
                              $0.11
                              $0.052009
                              First
      Quarter
                              $0.05
                              $0.02
 
 Holders
 
 The number of holders of record of
shares of our common stock is approximately thirty-six
(36).  Approximately 107,227 shares of common stock are held in
brokerage accounts and represent approximately one hundred seventy-seven (179)
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.
 
 17
 ITEM
6 – SELECTED FINANCIAL DATA
 
 Morris
      Business Development Company
                          
                          For
      the Years Ended March 31,2009
                          
                          
                          2008
                          
                          
                          2007
                          
                          
                          2006
                          
                          
                          2005
                          
                          
                          2004Statement
      of Operations Data:Total
      revenues
                          
                          $
                          14,573
                          
                          
                          
                          104,978
                          
                          
                          
                          156,728
                          
                          
                          
                          274,301
                          
                          
                          
                          235,652
                          
                          
                          
                          325,900Income
      (loss) from continuing operations
                          
                          
                          (478,618
                          )
                          
                          
                          (12,046
                          )
                          
                          
                          (38,902
                          )
                          
                          
                          (13,169
                          )
                          
                          
                          (70,704
                          )
                          
                          
                          (19,274
                          )Net
      income (loss)
                          
                          
                          (480,348
                          )
                          
                          
                          (30,854
                          )
                          
                          
                          (49,444
                          )
                          
                          
                          (26,001
                          )
                          
                          
                          (82,322
                          )
                          
                          
                          56Net
      income (loss) per common share from continuing operations
                          
                          
                          (0.37
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.08
                          )
                          
                          
                          0.00Balance
      Sheet Data:Current
      assets
                          
                          $
                          12,500
                          
                          
                          
                          7,420
                          
                          
                          
                          88,144
                          
                          
                          
                          148,333
                          
                          
                          
                          68,910
                          
                          
                          
                          34,263Total
      assets
                          
                          
                          12,500
                          
                          
                          
                          134,853
                          
                          
                          
                          88,144
                          
                          
                          
                          148,333
                          
                          
                          
                          68,910
                          
                          
                          
                          88,727Current
      liabilities
                          
                          
                          69,301
                          
                          
                          
                          25,187
                          
                          
                          
                          338,478
                          
                          
                          
                          349,223
                          
                          
                          
                          288,799
                          
                          
                          
                          117,094Total
      liabilities
                          
                          
                          367,537
                          
                          
                          
                          416,042
                          
                          
                          
                          338,478
                          
                          
                          
                          349,223
                          
                          
                          
                          288,799
                          
                          
                          
                          226,294Total
      stockholders’ equity (deficit)
                          
                          
                          (355,037
                          
                          
                          
                          (281,189
                          )
                          
                          
                          (250,335
                          )
                          
                          
                          (200,890
                          )
                          
                          
                          (219,889
                          )
                          
                          
                          (137,567
                          )Total
      dividends per common share
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
 
 
 18
 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.
 
 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
CEO, 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.
 
 19
 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.
 
 Results
of Operations for the Years ended March 31, 2009 and 2008
 
 Introduction
 
 In 2009, our revenues were $14,513,
compared to $101,228 in 2008, a decrease of approximately 86%. 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, 2009 as compared to the year ended March 31, 2008 are
as follows:
 
 Year
      Ended
                            March
      31,2009
                          
                          
                          Year
      Ended
                            March
      31, 2008
                          
                          
                          PercentageChangeRevenue
                          
                          $
                          14,513
                          
                          
                          $
                          101,228
                          
                          
                          
                          (85.7
                          )%Cost
      of revenue
                          
                          
                          7,885
                          
                          
                          
                          42,410
                          
                          
                          
                          (81.4
                          )%Total
      operating expenses
                          
                          
                          (462,960
                          )
                          
                          
                          76,482
                          
                          
                          
                          83.5
                          %Loss
      from Operations
                          
                          $
                          (456,333
                          )
                          
                          $
                          (17,664
                          )
                          
                          
                          (2,483
                          )%
 
 Revenues
for the year ended March 31, 2009 were $14,513, a decrease of $86,715 from
$101,228, for the same period ended March 31, 2008.  All of our
revenue was generated by our electronic media duplication, replication, and
packaging division in the first three fiscal quarters ending December 31,
2008.  The decrease in revenue was due to a decrease in the number of
customers for our CD duplication business. However, seeking consulting fees in
the fourth quarter ending March 31, 2009 represents our new business
direction.
 
 Cost of
revenues for the year ended March 31, 2009 was $7,885, a decrease of $34,325
from $42,410 for the same period ended March 31, 2008.  The decrease
in cost of revenues was primarily due to the decrease in revenue compared to
last year.
 
 20
 Operating
expenses were $48,890 and $76,482, respectively, for the years ended March 31,
2009 and 2008.  The operating expenses incurred during each of the
years were:
 
 Year
      Ended
                        March
      31, 2009
                      
                      
                      Year
      Ended
                        March
      31,2008
                      
                      
                      PercentageChangeOperating
      Expenses:Professional
      fees
                      
                      $
                      24,862
                      
                      
                      $
                      27,806
                      
                      
                      
                      (10.6
                      )
      %Salaries
      and related expenses
                      
                      
                      270
                      
                      
                      
                      20,465
                      
                      
                      
                      (98.7
                      )
      %Consulting
      fees paid to related parties
                      
                      
                      9,742
                      
                      
                      
                      3,867
                      
                      
                      
                      (152
                      )
      %Other
                      
                      
                      14,016
                      
                      
                      
                      24,344
                      
                      
                      
                      (42.4
                      )
      %Total
      Operating Expenses
                      
                      
                      48,890
                      
                      
                      
                      76,482
                      
                      
                      
                      (36
                      )
      %
 
 Total operating expenses were $48,890
for the year ended March 31, 2009 versus $76,482 for the year ended March
31, 2008, which is a decrease of $27,592.  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, 2009, 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, 2009 and 2008 are
as follows:
 
 Year
      Ended
                                  March
      31,2009
                                
                                
                                Year
      Ended
                                  March
      31, 2008
                                
                                
                                PercentageChangeOther
      income
                                
                                $
                                (415,000
                                )
                                
                                $
                                0Interest
      expense
                                
                                
                                (22,285
                                )
                                
                                
                                (18,808
                                )
                                
                                
                                18.5
                                %Total
      other income (expenses)
                                
                                
                                (437,285
                                )
                                
                                
                                (18,808
                                )
                                
                                
                                2,225
                                %Net
      income (loss)
                                
                                $
                                (480,348
                                )
                                
                                $
                                (37,271
                                )
                                
                                
                                1,189
                                %
 
 
 The interest expense for each of the
years presented is related to notes owed to George Morris, our CEO, Chief
Financial Officer and Secretary.
 
 During
the twelve months ended March 31, 2009, our total other expenses increased to
$437,285  compared to the twelve months ended March 31,
2008.    The net loss for the year ended March 31, 2009 was
$480,348, versus a net loss of $37,271 for the year ended March 31,
2008.  This resulted in a 1,189% decrease in net loss in 2009 compared
to 2008.
 
 21
 Liquidity
and Capital Resources
 
 Introduction
  During
the twelve months ended March 31, 2009, we had a negative cash flow from
operations of ($33,603).  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, 2009, as compared to March
31, 2008 and December 31, 2008, were as follows:
 
 March
      31,
                  
                  
                  March
      31,
                  
                  
                  December
      31,2009
                  
                  
                  2008
                  
                  
                  2008Cash
                  $
                  0
                  
                  $
                  765
                  
                  $
                  -Accounts
      receivable
                  
                  0
                  
                  
                  10,855
                  
                  
                  -Total
      current assets
                  
                  12,500
                  
                  
                  147,353
                  
                  
                  116,127Total
      assets
                  
                  12,500
                  
                  
                  147,353
                  
                  
                  116,127Total
      current liabilities
                  
                  367,537
                  
                  
                  69,047
                  
                  
                  462,274Total
      liabilities
                  
                  367,537
                  
                  
                  416,042
                  
                  
                  462,274
 
 Cash
Requirements
 
 As of
March 31, 2009, we had a total shareholder deficit of $355,037. 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,
2009 and 2008 were $(33,603) and $(21,950), 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.
 
 22
 Financing
 
 Net cash
provided by (used in) financing activities for the twelve months ended March 31,
2009 and 2008 were $32,838 and $21,597, respectively.
 
 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, 2009, 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.
 
 23
 ITEM
8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  Report
      of Independent Certified Public Accountants
                        F-1Balance
      Sheet as of March 31, 2009 and 2008
                        F-2Statement
      of Operations for the fiscal years ended March 31, 2009, 2008 and
      2007
                        F-3Statement
      of Changes in Stockholders’ Equity for the fiscal years ended March 31,
      2009, 2008 and 2007
                        F-4Statements
      of Cash Flows for the fiscal years ended March 31, 2009, 2008 and
      2007
                        F-5Notes
      to Financial Statements
                        F-6
      -
F-14
 
 24
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
 Board of
Directors and Stockholders of Morris Business Development Company.
 
 We have
audited the accompanying balance sheets of Morris Business Development Company
as of March 31, 2009 and 2008, and the related statements of operations,
shareholders’ deficit, and cash flows for the years ended March 31, 2009, 2008,
and 2007. 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
as of March 31, 2009 and 2008, and the results of its operations and cash flows
for the years ended March 31, 2009, 2008, and 2007 in conformity with accounting
principles generally accepted in the United States of America.
  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. The Company has an accumulated deficit of $836,553 at March 31, 2009
including a net loss of $480,348 during the year ended March 31, 2009. These
factors as discussed in Note 3 to the financial statements, raises substantial
doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also 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.
  CERTIFIED
PUBLIC ACCOUNTANTS
 Los
Angeles, California
 July 2,
2009
 
 F-1
  MORRIS
      BUSINESS DEVELOPMENT COMPANYBALANCE
      SHEETSMARCH
      31, 2009 AND 2008(AUDITED)
  2009
                                                                
                                                                
                                                                2008ASSETSCURRENT
      ASSETSCash
      & cash equivalents
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                765Accounts
      receivable, net of allowance fordoubtful
      accounts of zero and $4,200 respectively
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                6,655Marketable
      Security
                                                                
                                                                
                                                                12,500
                                                                
                                                                
                                                                
                                                                37,500Due
      from related parties
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                102,433Total
      assets
                                                                
                                                                $
                                                                12,500
                                                                
                                                                
                                                                $
                                                                147,353LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable & accrued expenses
                                                                
                                                                $
                                                                69,301
                                                                
                                                                
                                                                $
                                                                106,296Notes
      payable - related parties
                                                                
                                                                
                                                                111,898
                                                                
                                                                
                                                                
                                                                115,200Due
      to related party
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                9,530Due
      to officer
                                                                
                                                                
                                                                186,338
                                                                
                                                                
                                                                
                                                                185,016Total
      current liabilities
                                                                
                                                                
                                                                367,537
                                                                
                                                                
                                                                
                                                                416,042STOCKHOLDERS'
      DEFICITPreferred
      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
                                                                
                                                                
                                                                
                                                                13,000Additional
      paid in capital
                                                                
                                                                
                                                                477,266
                                                                
                                                                
                                                                
                                                                58,267Accumulated
      deficit
                                                                
                                                                
                                                                (836,553
                                                                )
                                                                
                                                                
                                                                (356,205
                                                                )Accumulated
      other comprehensive income/(loss)
                                                                
                                                                
                                                                (8,750
                                                                )
                                                                
                                                                
                                                                16,250Total
      stockholders' deficit
                                                                
                                                                
                                                                (355,037
                                                                )
                                                                
                                                                
                                                                (268,689
                                                                )Total
      liabilities and stockholders' deficit
                                                                
                                                                $
                                                                12,500
                                                                
                                                                
                                                                $
                                                                147,353
  The
      accompanying notes are an integral part of these financial
      statements
   F-2
 MORRIS
      BUSINESS DEVELOPMENT COMPANYSTATEMENTS
      OF OPERATIONSFOR
      THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007(AUDITED)
  2009
                                          
                                          
                                          2008
                                          
                                          
                                          2007Net
      revenuesDVD/CD
      replication
                                          
                                          $
                                          11,763
                                          
                                          
                                          $
                                          79,978
                                          
                                          
                                          $
                                          156,728Consulting
                                          
                                          
                                          2,750
                                          
                                          
                                          
                                          21,250
                                          
                                          
                                          
                                          -Total
      revenue
                                          
                                          
                                          14,513
                                          
                                          
                                          
                                          101,228
                                          
                                          
                                          
                                          156,728Cost
      of revenues
                                          
                                          
                                          7,885
                                          
                                          
                                          
                                          42,410
                                          
                                          
                                          
                                          100,064Gross
      profit
                                          
                                          
                                          6,627
                                          
                                          
                                          
                                          58,818
                                          
                                          
                                          
                                          56,663Operating
      expensesProfessional
      fees
                                          
                                          
                                          24,862
                                          
                                          
                                          
                                          27,806
                                          
                                          
                                          
                                          40,916Salaries
      and related expenses
                                          
                                          
                                          270
                                          
                                          
                                          
                                          20,465
                                          
                                          
                                          
                                          30,769Consulting
      fees paid to related party
                                          
                                          
                                          9,742
                                          
                                          
                                          
                                          3,867
                                          
                                          
                                          
                                          500Other
                                          
                                          
                                          14,016
                                          
                                          
                                          
                                          24,344
                                          
                                          
                                          
                                          23,380Total
      operating expenses
                                          
                                          
                                          48,890
                                          
                                          
                                          
                                          76,482
                                          
                                          
                                          
                                          95,565Loss
      from operations
                                          
                                          
                                          (42,262
                                          )
                                          
                                          
                                          (17,663
                                          )
                                          
                                          
                                          (38,902
                                          )Non-operating
      income (expense)Interest
      expense
                                          
                                          
                                          (22,285
                                          )
                                          
                                          
                                          (18,808
                                          )
                                          
                                          
                                          (15,137
                                          )Beneficial
      conversion expense
                                          
                                          
                                          (415,000
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          5,395Total
      other expense
                                          
                                          
                                          (437,285
                                          )
                                          
                                          
                                          (18,808
                                          )
                                          
                                          
                                          (9,742
                                          )Loss
      before income taxes
                                          
                                          
                                          (479,548
                                          )
                                          
                                          
                                          (36,471
                                          )
                                          
                                          
                                          (48,644
                                          )Provision
      for income taxes
                                          
                                          
                                          800
                                          
                                          
                                          
                                          800
                                          
                                          
                                          
                                          800Net
      loss
                                          
                                          $
                                          (480,348
                                          )
                                          
                                          $
                                          (37,271
                                          )
                                          
                                          $
                                          (49,444
                                          )Other
      comprehensive loss:Unrealized
      loss on marketable securities
                                          
                                          
                                          25,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Comprehensive
      loss
                                          
                                          
                                          (455,348
                                          )
                                          
                                          
                                          (37,271
                                          )
                                          
                                          
                                          (49,444
                                          )Basic
      and diluted weighted average number ofcommon
      stock outstanding
                                          
                                          
                                          13,000,000
                                          
                                          
                                          
                                          13,000,000
                                          
                                          
                                          
                                          13,000,000Basic
      and diluted net loss per share
                                          
                                          $
                                          (0.04
                                          )
                                          
                                          $
                                          (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
 MORRIS
      BUSINESS DEVELOPMENT COMPANYSTATEMENTS
      OF STOCKHOLDERS' DEFICITFOR
      THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007(AUDITED)
   Common
      stock
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                Accumulated
      Other
                                                
                                                
                                                TotalNumber
      of
                                                
                                                
                                                
                                                
                                                
                                                Additional
                                                
                                                
                                                Accumulated
                                                
                                                
                                                Comprehensive
                                                
                                                
                                                stockholders'shares
                                                
                                                
                                                Amount
                                                
                                                
                                                paid
      in capital
                                                
                                                
                                                deficit
                                                
                                                
                                                Income
      (Loss)
                                                
                                                
                                                deficitBeginning
      balance as of April 1, 2007
                                                
                                                
                                                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
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,667Unrealized
      gain on marketable security
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                16,250
                                                
                                                
                                                
                                                16,250Net
      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
                                                )Capital
      contribution
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                3,999
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                3,999Beneficial
      conversion
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                415,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                415,000Unrealized
      loss on marketable security
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (25,000
                                                )
                                                
                                                
                                                (25,000
                                                )Net
      loss for the year
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (480,348
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (480,348
                                                )Balance
      as of March 31, 2009
                                                
                                                
                                                13,000,000
                                                
                                                
                                                
                                                13,000
                                                
                                                
                                                
                                                477,266
                                                
                                                
                                                
                                                (836,553
                                                )
                                                
                                                
                                                (8,750
                                                )
                                                
                                                
                                                (355,037
                                                )The
      accompanying notes are an integral part of these financial
      statements
  F-4
 MORRIS
      BUSINESS DEVELOPMENT COMPANYSTATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007(AUDITED)
  2009
                                          
                                          
                                          2008
                                          
                                          
                                          2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                          
                                          $
                                          (480,348
                                          )
                                          
                                          $
                                          (37,271
                                          )
                                          
                                          $
                                          (49,444
                                          )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
                                          
                                          
                                          
                                          1,200Revenue
      in form of marketable security
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (21,250
                                          )
                                          
                                          
                                          -Capital
      contribution via services provided
                                          
                                          
                                          3,999
                                          
                                          
                                          
                                          2,667
                                          
                                          
                                          
                                          -Beneficial
      conversion
                                          
                                          
                                          415,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Decrease
      (Increase) in accounts receivable
                                          
                                          
                                          6,655
                                          
                                          
                                          
                                          4,332
                                          
                                          
                                          
                                          113,779Increase
      (Decrease) in accounts payable
                                          
                                          
                                          19,890
                                          
                                          
                                          
                                          28,372
                                          
                                          
                                          
                                          (47,200
                                          )Net
      cash provided by (used in) operating activities
                                          
                                          
                                          (33,603
                                          )
                                          
                                          
                                          (21,950
                                          )
                                          
                                          
                                          12,940CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loans from officers
                                          
                                          
                                          38,978
                                          
                                          
                                          
                                          46,311
                                          
                                          
                                          
                                          44,148Decrease
      (Increase) in receivables from related party
                                          
                                          
                                          (6,140
                                          )
                                          
                                          
                                          (26,395
                                          )
                                          
                                          
                                          (58,919
                                          )Increase
      (decrease) in due to affiliates
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,681
                                          
                                          
                                          
                                          (3,498
                                          )Net
      cash provided by (used in) financing activities
                                          
                                          
                                          32,838
                                          
                                          
                                          
                                          21,597
                                          
                                          
                                          
                                          (18,270
                                          )NET
      DECREASE IN CASH & CASH EQUIVALENTS
                                          
                                          
                                          (765
                                          )
                                          
                                          
                                          (354
                                          )
                                          
                                          
                                          (5,330
                                          )CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                          
                                          
                                          765
                                          
                                          
                                          
                                          1,118
                                          
                                          
                                          
                                          6,448CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          765
                                          
                                          
                                          $
                                          1,118SUPPLEMENTARY
      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 AUDITED FINANCIAL STATEMENTS
 NOTE
      1
                    ORGANIZATION
 
 On
April 1, 1998, Morris Business Development Company (the Company or MBDC)
was incorporated in California as Electronic Media Central Corporation (EMC)
(formerly a division of Internet Infinity, Inc. (III)). The Company is engaged
in providing services for the development and growth of both American public and
private stock companies. The Company is also engaged in providing services for
duplication, replication and packaging of DVDs and CDs.
 
 As of May
12, 2006 the Company filed Form N-54A with the United States Securities Exchange
Commission to become a business development company by certifying that it is a
closed-end company (mutual fund) organized and operated for the purpose of
making investments in securities described in Section 55 (a)(1) through (3) of
the Investment Company Act of 1940; and that it will make available significant
managerial assistance to American companies with respect to issuers of such
securities to the extent required by the act.
 
 On
March 29, 2007 the Company registered a name change to Morris Business
Development Company with the California Secretary of State.
  The
Company has commenced the development of new management consulting services to
assist American client companies in complying with the reporting requirements to
the government and in communicating with shareholders, customers and the public
and the accessing of needed growth capital.  The Company has received
2.5 million shares from its first client for financial consulting work completed
in the fiscal year ended March 31, 2008.
 
 The
Company has entered into an agreement with Howell Capital Holdings, LLC
operating as “More American Jobs” to help American companies prepare to access
both government and private financial support. In addition, the Company will
also commence a new participation relationship this month with Avalon Funding
Corporation, an asset based lender focusing on accounts receivable and purchase
order funding.
 
 NOTE
      2
                    SUMMARIES
      OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF
    ASSETS
 
 Cash
and cash equivalents
 
 The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 F-6
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED 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.
 
 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,
2009 and 2008, 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 2009 and
2008.
 
 F-7
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED 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 2009, 2008 and 2007 were
insignificant.
 
 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.
 
 F-8
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 Reclassifications
 
 Certain
comparative amounts have been reclassified to conform to the current year's
presentation.
 
 Recent
Pronouncements
 
 In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (“SFAS 162”). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with GAAP for nongovernmental entities. SFAS 162 is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board (“PCAOB”) amendments to AU Section 411, "The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles." The Company
does not expect the adoption of SFAS 162 will have a material impact on its
results of operations or consolidated financial position.
 
 In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and
APB 28-1”). FSP FAS 107-1 and APB 28-1 requires companies to disclose in
interim financial statements the fair value of financial instruments within the
scope of FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments. However, companies are not required to provide in interim periods
the disclosures about the concentration of credit risk of all financial
instruments that are currently required in annual financial statements. The
fair-value information disclosed in the footnotes must be presented together
with the related carrying amount, making it clear whether the fair value and
carrying amount represent assets or liabilities and how the carrying amount
relates to what is reported in the balance sheet. FSP FAS 107-1 and APB
28-1 also requires that companies disclose the method or methods and significant
assumptions used to estimate the fair value of financial instruments and a
discussion of changes, if any, in the method or methods and significant
assumptions during the period. The FSP shall be applied prospectively and is
effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. An entity
early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP
FAS 157-4 as well as FSP FAS 115-2 and FAS 124-2. The Company
does not expect the adoption of FAS 107-1 and APB 28-1 will have a material
impact on its results of operations or consolidated financial
position.
 
 F-9
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company will adopt the requirements of this pronouncement for the quarter ended
June 30, 2009. The Company does not anticipate the adoption of SFAS 165 will
have an impact on its consolidated results of operations or financial
position.
 
 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 $0
and $10,855 with allowance for doubtful accounts amounted to $0 and $4,200 as of
March 31, 2009 and 2008, respectively.
 
 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, 2009, marketable securities have been recorded at
$16,250 based upon the fair value of the marketable securities.
 
 Equity
      Securities Name and Symbol
                                  
                                  Number
      of
                                    Shares
                                    Held
                                  
                                  Cost
                                  
                                  Market
      Value
                                  
                                  Accumulated
      Unrealized
                                    Loss
                                  
                                  
                                  Traded
      on Pink Sheets (PK) or Bulletin Board (BB)Leep,
      Inc (LPPI)
                                  
                                  2,500,000
                                  
                                  21,250
                                  
                                  12,500
                                  
                                  (8,750)
                                  
                                  
                                  PK
 
 Unrealized
holding gains and losses for available-for-sale securities are excluded from
earnings and reported as a separate component of stockholder’s equity. Realized
and unrealized gains and losses for securities classified as available-for-sale
are included in the statement of operations and comprehensive gain,
respectively. On March 31, 2008, marketable securities have been recorded at
$37,500 based upon the fair value of the marketable securities.
 
 F-10
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 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
 
 Accounts
Payable and Accrued Expenses
 
 Accrued
expenses consisted of the following at March 31, 2009 and
2008:
 
 2009
                          
                          
                          2008Account
      payable
                          
                          $
                          58,594
                          
                          
                          $
                          43,860Accrued
      state tax
                          
                          
                          3,957
                          
                          
                          
                          3,157Accrued
      interest
                          
                          
                          -
                          
                          
                          
                          46,779Accrued
      accounting
                          
                          
                          6,750
                          
                          
                          
                          12,500Total
                          
                          $
                          69,301
                          
                          
                          $
                          106,296
 
 
 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 $836,553 at
March 31, 2009, and its total liabilities exceeds its total assets by
$355,037.
 
 In view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn is dependent upon the
Company’s ability to raise additional capital, obtain financing and to succeed
in its future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
 
 Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern.  The Company is actively
pursuing the new business development company activities and additional funding
from strategic partners, which would enhance stockholders’ investment.
Management believes that the above actions will allow the Company to continue
operations through the next fiscal year.
 
 F-11
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 NOTE
      4
                    STOCKHOLDERS’
      DEFICIT
 
 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 $0 and $102,433 from and a payable of $0 and $9,530
to parties related through common shareholder and officer of the Company as of
March 31, 2009 and 2008, 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 $111,898 and $115,200 as of
March 31, 2009  and 2008, respectively, due on demand, and is secured
by assets of Morris Business Development Company.  Interest shall
accrue at 6% per annum, due and payable upon demand.  This note is the
remaining unpaid consulting fees and office expense provided by the related
party. During the twelve month periods ended March 31, 2009, $1,200 of unpaid
office expense was added to the note. The interest payable amounting to $0 and
$46,779 at March 31, 2009 and 2008, respectively, is included in the
accompanying financial statements.
 
 The
Company has a payable to the Company’s chairman.  The loan amounting
$186,338 and $185,016 at March 31, 2009 and 2008, respectively, carries an
interest rate of 6% per annum, is unsecured and due on March 31, 2010. The
company recorded interest of $3,299, $9,491, and $6,419 for the twelve month
periods ended March 31, 2009, 2008 and 2007, respectively.
 
 George
Morris is the chairman of MBDE.  As of March 31, 2009, Mr. Morris’
beneficial ownership percentages of related companies’ common stock is as
follows:
 
 Morris
      Business Development Company (the Company)
                            
                            
                            
                            
                            
                            82.87%Internet
      Infinity, Inc.
                            
                            
                            
                            
                            
                            85.1%Morris
      & Associates, Inc.
                            
                            
                            
                            
                            
                            71.30%Apple
      Realty, Inc.
                            
                            
                            
                            
                            
                            100.00%
 
 NOTE
      6
                    CONCENTRATION
      OF CREDIT RISK
 
 For the
year ended March 31, 2008, 2007 and 2006, revenue from the top two customers
represents 77%, 73% and 58%. of the Company’s total revenue, respectively.
Accounts receivable balance outstanding from these customers was $0, $4,226 and
$2,917 as of March 31, 2009, 2008 and 2007, respectively. For total purchases
for the twelve month periods ended March 31, 2009 and 2008 the Company had two
top vendors who represent 92% and 72%, of the Company’s total
purchases.  Accounts payable balance outstanding for these vendors was
$4,171 and 14,283 as of March 31, 2009 and 2008, respectively.
 
 F-12
 
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 NOTE
      7
                    INCOME
      TAXES
 
 No
provision was made for federal income tax for the year ended March 31, 2009,
2008 and 2007, since the Company had a 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 $827,000 as of March 31, 2009.
 
 The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
 
 The
components of the net deferred tax asset are summarized below:
 
 2009
                          
                          
                          2008
                          
                          
                          2007Deferred
      tax asset – net operating loss
                          
                          $
                          332,000
                          
                          
                          $
                          139,402
                          
                          
                          $
                          124,694Less
      valuation allowance
                          
                          
                          (332,000
                          )
                          
                          
                          (139,402
                          )
                          
                          
                          (124,694
                          )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, 2009
                                            
                                            March
      31, 2008
                                            
                                            March
      31, 2007Tax
      expense (credit) at statutory rate-federal
                                            (34)%
                                            
                                            (34)%
                                            
                                            (34)%State
      tax expense net of federal tax
                                            (6)
                                            
                                            (6)
                                            
                                            (6)Changes
      in valuation allowance
                                            40
                                            
                                            40
                                            
                                            40Tax
      expense at actual rate
                                            -
                                            
                                            -
                                            
                                            -
   F-13
 MORRIS
BUSINESS DEVELOPMENT  COMPANY
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 
  2009
                          
                          
                          2008
                          
                          
                          2007Current
      tax expense:Federal
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -State
                          
                          
                          800
                          
                          
                          
                          800
                          
                          
                          
                          800Total
      current
                          
                          $
                          800
                          
                          
                          
                          800
                          
                          
                          
                          800Deferred
      tax credit:Federal
                          
                          $
                          163,000
                          
                          
                          
                          12,502
                          
                          
                          
                          16,811State
                          
                          
                          29,000
                          
                          
                          
                          2,206
                          
                          
                          
                          2,967Total
      deferred
                          
                          $
                          192,000
                          
                          
                          
                          14,708
                          
                          
                          
                          19,778Less:
      valuation allowance
                          
                          
                          (192,000
                          )
                          
                          
                          (14,708
                          )
                          
                          
                          (19,778
                          )Net
      deferred tax credit
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Tax
      expense
                          
                          $
                          800
                          
                          
                          
                          800
                          
                          
                          
                          800
 
 
 NOTE
      8
                    SUBSEQUENT
      EVENTS
 
 The
Company reported a Material Definitive Agreement in a June 3, 2009 Form 8-K
filing with the Securities and Exchange Commission concerning the creation of a
joint business effort with Howell Capital Holdings, LLC, to market consulting
services under the operating name of More American Jobs(T).
 
 
 F-14
 
  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, 2009, 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, 2009, 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, 2009,
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 are applicable to us for the fiscal year ended March 31,
2009.  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.
 
 25
 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.
 
 26
 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
 
 William Nordstrom resigned as a
director of our company on June 12, 2009.  Charles Yesson was
appointed to serve as a director.
 
 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.
                
                69
                
                Chairman
      of the Board (1998); President (2007); Chief Executive Officer (2007);
      Chief Financial Officer and Secretary (1998)James
      Herbert
                
                69
                
                Director
      (2006)Charles
      Yesson
                
                70
                
                Director
      (2009)
  27
  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.
  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.
 
 CHARLES
YESSON.  Mr. Yesson
has over 35 years of experience in the Financial Services
Industry.  His experience includes 25 years of managing public
corporations and 10 years as a consultant to emerging companies.  He
has worked extensively in the areas of reorganization, growth development and
capitalization.  His experience includes serving as CEO of several
Life Insurance Companies.  He also held positions as a Senior Business
Consultant of the Principal Life Insurance Company and for GEICO in Washington,
DC.  He has served as CEO of U.S. Life Savings Loan Association, and
VP of Midwestern Financial/First S&L Shares, and Sr. VP of First Western
Financial Corp (NYSE).  Mr. Yesson is currently licensed as a FINRA
Series 7, 24 and 66—holding positions as Managing Director of Antaeus Capital a
Principal of J. Alexander Securities and Marketing Director and Securities
Analyst of Hayden.Stone,Inc.  He holds a Masters Degree from New York
University, New York where he has done PhD-level study, attended George
Washington Law School and holds certificates in Bank Marketing from Northwestern
University.  Mr. Yesson is licensed in Insurance and Real Estate in
the State of California and is certified as a Property Damage Mediator for the
California Insurance Department.
 
 28
 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.
 
 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, 2009 (“Named Executive
Officers”):
 
 SUMMARY COMPENSATION
TABLE
 
 Name
      and Principal Position
                                  Fiscal
                                    Year
                                  Salary
                                  Bonus
                                  Stock
      Awards*
                                  TotalGeorge
      Morris, Chairman, CEO
                                  2009
                                  $  2,000
                                  $0
                                  0
                                  $  2,0002008
                                  $  2,000
                                  $0
                                  0
                                  $  2,000
 
 *
              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.
 
 29
 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, 2009, provided for or contributed to by us.
 
 Director
Compensation
 
 The following table sets forth director
compensation as of March 31, 2009:
 
 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
                  0James
      Herbert
                  0
                  0
                  0
                  0
                  0
                  0
                  0Charles
      Yesson
                  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, 2009:
 
 30
 OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END
 
 Option
      AwardsName
                        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
                          DateGeorge
      Morris
                        0
                        0
                        0
                        0
                        0
 
 
 ITEM
12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 The following table sets forth, as of
March 31,  2009, 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%Charles
      Yesson
                  c/o
      Balboa Bay Club
                  1221
      West Coast Highway
                  Newport
      Beach, CA 92663
                
                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.
 
 31
 (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.
 
 ITEM
13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 We are under the control of George
Morris, our CEO 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, CEO 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:
 
 32
 
 
 ·
                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 $111,898 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, 2009, $1,200 and for March
31, 2008, $1,200 of unpaid office expense was added to the loan.
 
 We recorded interest to Apple Realty,
Inc. of $0, $8,718 and $8,107 for the years ended March 31, 2009, 2008, and
2007, respectively.  The interest payable amounting to $0 for March
31, 2009 is included in account payable and accrued expense in the accompanying
financial statements.
 
 During the year ended March 31, 2009,
we incurred no consulting fees to Apple Realty, Inc.
 
 We have a payable of $0 as of March 31,
2009 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 $186,338 at March 31, 2009, carries an
interest  rate of 6% per annum, is unsecured, and due on March 31,
2010.  We recorded interest of $3,299 for the year ended March 31,
2009.  The total interest payable on officer's loan amounted to
$37,656 at March 31, 2009 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,
2009 and 2008, Kabani & Company, Inc. billed us $15,500 and $25,500,
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,
2009 and 2008, Kabani & Company, Inc. billed us $0 and $0, respectively, in
fees for assurance and related services related to the performance of the audit
and review of our financial statements.
 
 33
  Tax
Fees
 
 During the fiscal years ended March 31,
2009 and 2008, Kabani & Company, Inc. billed us $0 and $0 respectively, in
fees for professional services for tax planning and preparation.
 
 All
Other Fees
 
 During the fiscal years ended March 31,
2009 and 2008, Kabani & Company, Inc. did not bill us for any other
fees.
  34
 
 PART
IV
 
 ITEM
15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a)(1)
                                              Financial
      StatementsThe
      following financial statements are filed as part of this
      report:Report
      of Independent Certified Public Accountants
                                              F-1Balance
      Sheet as of March 31, 2009 and 2008
                                              F-2Statement
      of Operations for the fiscal years ended March 31, 2009,2008
      and 2007
                                              F-3Statement
      of Changes in Stockholders’ Equity for the fiscal years ended
      March 31, 2009, 2008 and 2007
                                              F-4Statements
      of Cash Flows for the fiscal years ended March 31, 2009, 2008
      and 2007
                                              F-5Notes
      to Financial Statements
                                              F-6
      - F-14(a)(2)
                                              Financial
      Statement SchedulesWe
      do not have any financial statement schedules required to be supplied
      under this Item.(a)(3)
                                              ExhibitsRefer
      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              35
 31.2
                              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
                              Chief
      Executive Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
                              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.
  36
 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 CompanyDated:  July
      13, 2009
                    By
                    /s/George
    MorrisGeorge
      Morris, President and CEO
 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
      13, 2009/s/ George
    MorrisGeorge Morris,
      President, CEO, CFO and Director
 Dated:  July
      13, 2009/s/ James
    HerbertJames Herbert,
      Director
  Dated:  July
      13, 2009/s/ Charles
      YessonCharles Yesson,
      Director
 37