UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________FORM 10-QSB_________________________ ýQUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended January 31, 2008 OR   ̈TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission file number 0-50356  EAST COAST
DIVERSIFIED CORPORATION(Exact Name Of Registrant
As Specified In Its Charter) Nevada
    55-0840109(State of Incorporation)
    (I.R.S. Employer
    Identification No.)1475 West CypressCreekRoad, Suite 202, Ft. Lauderdale, FL
    33309(Address of Principal Executive Offices)
    (ZIP Code) Registrant's
Telephone Number, Including Area Code: (786) 777-0808 Securities
Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001 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. YesxNo ̈ On March 18, 2008,
the Registrant had 8,816,216 shares of common stock, par value $0.001 outstanding. Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  ̈No x Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. Large accelerated
    filer  ̈
    Accelerated filer  ̈
    Non-accelerated
    filer x




TABLE OF CONTENTS Item
    
    Description
    
    Page**PART I - FINANCIAL INFORMATION**ITEM 1.
    
    FINANCIAL STATEMENTS.
    
    
    3ITEM 2.
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
    
    
    3ITEM 3.
    
    CONTROLS AND PROCEDURES.
    
    
    4**PART II - OTHER INFORMATION**ITEM 1.
    
    LEGAL
    PROCEEDINGS.
    
    
    4ITEM 2.
    
    CHANGES IN SECURITIES.
    
    
    4ITEM 3.
    
    DEFAULT UPON SENIOR SECURITIES.
    
    
    4ITEM 4.
    
    SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS.
    
    
    4ITEM 5.
    
    OTHER INFORMATION.
    
    
    4ITEM 6.
    
    EXHIBITS AND REPORTS ON FORM 8-K.
    
    
    4




PART I - FINANCIAL INFORMATION ITEM
1. FINANCIAL STATEMENTSBack to Table of Contents The Registrant's financial statements for the three and
nine-month periods ended January 31, 2008 and 2007 are attached to this quarterly report. Financial
Statements ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONBack to Table of Contents The following discussion contains
forward-looking statements. Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. They use of words such as
"anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," and other words and terms of
similar meaning in connection with any discussion of future operating or financial
performance. From time to time, we also may provide forward-looking statements in other
materials we release to the public. Overview The Company has not generated any revenues from its operations
during the three and nine month period ended January 31, 2008 and 2007.During the three-month period ended
January 31, 2008, there were no expenditures on leasehold improvements on the facility due
to lack of funding availability and restrictions in building permits issuance in Miami,
which have been in place for some time. As a result of these restrictions, the board of
directors of the Company approved the sale of MRG to certain affiliated persons and
decided to solicit shareholder approval to divest MRG. Management expects the sale of MRG
to be completed by April 30, 2008. General and Administrative Expenses


During the three and nine-month period ended January 31, 2008, the
Company had operating expenses of $98,645 and $308,047 compared to $157,198 and $374,583
during the same periods in the prior year. Our operating expenses consist mainly of
professional fees, general and administrative expenses.

Interest Expense

We had interest expenses during the three and nine-month period ended
January 31, 2008 of $12,255 and $36,007 compared to $11,385 and $29,701 during the same
periods in the prior year.
Net Loss


Our net loss during the three and nine-month period ended January 31, 2008 was $110,900
and $344,054, respectively, as compared to net losses of $168,583 and $403,862 during the
same periods in the prior year.

Liquidity and Capital Resources While we are dependent upon interim funding provided by management
and/or affiliated parties to pay professional fees and expenses, we have no written
finance agreement with management and/or affiliated parties to provide any continued
funding. However, we
have difficlities to raise additional funds through a the issuance of debt or equity
securities to fund our business plan. During the nine-month period ended January 31, 2008,
we received proceeds of $38,475 through the issuance of convertible notes to management. On January 31, 2008, we had $1,299 in current assets and had
$1,761,729 in current liabilities. On January 31, 2008, our negative working capital was
$1,760,430. We had $525,136 in total assets and $2,173,779 in total liabilities at January
31, 2008. There are no limitations in the
Company's articles of incorporation on the Company's ability to borrow funds or raise
funds through the issuance of restricted common stock. The Company's limited resources and
lack of having cash-generating business operations may make it difficult to borrow funds
or raise capital. The Company's limitations to borrow funds or raise funds through the
issuance of restricted capital stock may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to execute its business
plan. To the extent that debt financing ultimately proves to be available, any borrowing
will subject us to various risks traditionally associated with indebtedness, including the
risks of interest rate fluctuations and insufficiency of cash flow to pay principal and
interest.  ITEM 3.
CONTROLS AND PROCEDURESBack to Table of Contents Evaluation of disclosure controls and procedures As of January 31, 2008, the Company's chief executive
officer and chief financial officer conducted an evaluation regarding the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and
procedures, our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period covered by
this report. Changes in internal controls. During the quarterly period covered by this report, no changes
occurred in our internal control over financial reporting that materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL
PROCEEDINGSBack
to Table of Contents The Registrant's officers and directors
are not aware of any threatened or pending litigation to which the Registrant is a party
or which any of its property is the subject and which would have any material, adverse
effect on the Registrant. ITEM 2. CHANGES
IN SECURITIESBack
to Table of Contents None. ITEM
3. DEFAULTS UPON SENIOR SECURITIESBack to Table of Contents None. ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSBack to Table of Contents None. ITEM
5. OTHER INFORMATIONBack to Table of Contents None. ITEM
6. EXHIBITS AND REPORTS ON FORM 8-KBack to Table of Contents (a) The following documents are filed as exhibits to
this report on Form 10-QSB or incorporated by reference herein. Exhibit
    No.
    Description31.1
    Certification of CEO pursuant
    to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31.2
    Certification of CFO pursuant
    to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32.1
    Certification of CEO pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.32.2
    Certification of CFO pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002. (b) Reports on Form 8-K during the quarter covered by this report:
The Registrant did not file a Form 8-K during the quarter ended January 31, 2008.




SIGNATURES 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 date
indicated. /s/ Richard
MarguliesRichard MarguliesChief Executive Officer
  Dated: March 19, 2008 /s/ Frank RovitoFrank Rovito
   *Chief Financial Officer*Dated: March 19, 2008




**EAST COAST DIVERSIFIED CORPORATION AND
    CONSOLIDATED SUBSIDIARIES**(A Development Stage Company)Back to
    Table of ContentsConsolidated Balance SheetsJanuary 31, 2008 and April 30,
    2007****
    
    **January
    31, 2008**
    
    **April
    30, 2007**ASSETSCurrent assets:Cash and
    equivalents
    $
    1,299
    $
    2,070Total
    current assets
    
    1,299
    
    2,070Leasehold improvements, (net of
    accumulated amortization of $0)
    
    430,373
    
    430,373Other assets:Restricted cash
    
    -
    
    -Cost of liquor
    license
    
    93,464
    
    93,464Total
    other assets
    
    93,464
    
    93,464**Total assets**
    $
    525,136
    $
    525,907LIABILITIES
    AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts and
    accrued expenses and compensation payable
    $
    936,814
    $
    676,578Current portion,
    convertible notes payable, officers
    
    637,402
    
    595,002Current portion,
    convertible note payable, related party
    
    80,823
    
    80,823Accrued interest
    
    106,690
    
    70,870Total current liabilities
    
    1,761,729
    
    1,423,273Non-current liabilities:Convertible note
    payable, related party
    
    327,774
    
    327,774Convertible notes
    payable, officers
    
    5,933
    
    9,858Deferred rent
    expense
    
    78,343
    
    69,591Total non-current liabilities
    
    412,050
    
    407,223**Total liabilities**
    
    2,173,779
    
    1,830,496Minority interest in Miami
    Renaissance Partners, Ltd., a partnership subsidiary
    
    122
    
    122Stockholders' deficit:Preferred stock,
    par value 0.001 par value, 1,000,000 authorized167,650
    and 0 issued and outstanding, respectively
    
    168
    
    168Common stock,
    $0.001 par value, 74,000,000 shares authorized;8,816,216  shares issued and outstanding
    
    8,816
    
    8,816Additional paid-in
    capital
    
    2,285,677
    
    2,285,677Accumulated deficit
    
    (3,922,926)
    
    (3,578,872)Less: stock
    subscription receivable
    
    (20,500)
    
    (20,500)Total
    stockholders' deficit
    
    (1,648,765)
    
    (1,304,711)**Total liabilities and stockholders' deficit**
    $
    525,136
    $
    525,907See
    the summary of significant accounting policies and the accompanying notes to the financial
    statements.




****EAST COAST
    DIVERSIFIED CORPORATION AND CONSOLIDATED AFFILIATE****(A Development Stage Company)Back
    to Table of Contents****Consolidated Statements of
    Operations (During the Development Stage)********
    
    
    
    
    
    
    
    
    
    **For the
    Period**
    
    **For the
    Period****Three
    Months**
    
    **Three
    Months**
    
    **Nine
    Months**
    
    **Nine
    Months**
    
    **From
    Inception**
    
    **From
    Inception****ended**
    
    **ended**
    
    **ended**
    
    **ended**
    
    **(April 26,
    2006) to**
    
    **(April 26,
    2006) to****January 31, 2008**
    
    **January 31, 2007**
    
    **January 31, 2008**
    
    **January 31, 2007**
    
    **April 30, 2007**
    
    **April 30, 2008**Revenues
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -Operating expenses:Consulting fees and
    servicessatisfied by
    issuance of common stock
    
    -
    
    52,500
    
    -
    
    52,500
    
    52,500
    
    52,500Selling, general
    and administrative
    
    98,645
    
    104,698
    
    308,047
    
    322,083
    
    434,028
    
    742,075Total operating expenses
    
    98,645
    
    157,198
    
    308,047
    
    374,583
    
    486,528
    
    794,575Net loss from
    operations during development stage
    
    (98,645)
    
    (157,198)
    
    (308,047)
    
    (374,583)
    
    (486,528)
    
    (794,575)Other income (expenses):Interest income
    
    -
    
    -
    
    -
    
    544
    
    544
    
    544Interest expense
    
    (12,255)
    
    (11,385)
    
    (36,007)
    
    (29,701)
    
    (43,283)
    
    (79,290)Total other expenses
    
    (12,255)
    
    (11,385)
    
    (36,007)
    
    (29,157)
    
    (42,739)
    
    (78,746)Net loss before minority
    interest
    
    (110,900)
    
    (168,583)
    
    (344,054)
    
    (403,740)
    
    (529,267)
    
    (873,321)Add (less): 25% minority
    interestin net profit
    (loss) of affiliate
    
    -
    
    -
    
    -
    
    122
    
    (122)
    
    (122)Net loss after
    minority interest
    $
    (110,900)
    $
    (168,583)
    $
    (344,054)
    $
    (403,862)
    $
    (529,389)
    $
    (873,443)Basic and diluted net lossper
    weighted-average sharesof common stock
    outstanding
    $
    (0.013)
    $
    (0.021)
    $
    (0.041)
    $
    (0.049)
    $
    (0.064)
    $
    (0.105)Weighted average number of
    sharesof common stock outstanding
    $
    8,313,378
    
    8,052,901
    
    8,313,378
    
    8,170,111
    
    8,313,378
    
    8,313,378)See
    the summary of significant accounting policies and the accompanying notes to the financial
    statements.




EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED
    SUBSIDIARIES(A Development Stage Company)Back
    to Table of ContentsConsolidated Statement of
    Stockholders' Deficit (During Development Stage)For
    the Period from inception (April 26, 2006) to January 31, 2008Additional
    
    Stock
    
    
    
    TotalPreferred
    
    Common
    
    Paid-in
    
    Subscription
    
    Accumulated
    
    stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Receivable
    
    Deficit
    
    deficitBalance April
    30, 2004
    -
    $
    -
    
    2,636,216
    $
    2,636
    $
    1,980,025
    $
    -
    $
    (2,075,474)
    $
    (92,813)Net loss for the year ended
    April 30, 2005
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (60,353)
    
    (60,353)Balance April
    30, 2005
    -
    
    -
    
    2,636,162
    
    2,636
    $
    1,980,025
    
    
    
    (2,135,827)
    
    (153,166)Miami Renaissance Group's shareexchange for Registrant's
    shares
    167,650
    
    168
    
    4,635,000
    
    4,635
    
    15,697
    
    (20,500)
    
    (913,656)
    
    (913,656)Net loss for the year ended
    April 30, 2006
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (21,643)
    
    (21,643)Balance April
    30, 2006
    167,650
    $
    168
    
    7,271,216
    $
    7,271
    $
    1,995,722
    $
    (20,500)
    $
    (3,071,126)
    $
    (1,088,465)Common stock issued for cash
    -
    
    -
    
    995,000
    
    995
    
    198,005
    
    -
    
    -
    
    199,000Common stock issued for
    services,including $40,000
    capitalizedas leasehold
    improvements
    -
    
    -
    
    550,000
    
    550
    
    91,950
    
    -
    
    -
    
    92,500Net loss for the year ended
    April 30, 2007
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (507,746)
    
    (507,746)Balance April
    30, 2007
    167,650
    $
    168
    
    8,816,216
    $
    8,816
    $
    2,285,677
    $
    (20,500)
    $
    (3,578,872)
    $
    (1,304,711)Net loss for the nine monthsended January 31, 2008
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (344,054)
    
    (344,054)Balance,
    January 31, 2008
    167,650
    $
    168
    
    8,816,216
    $
    8,816
    $
    2,285,677
    $
    (20,500)
    $
    (3,922,926)
    $
    (1,648,765)Seethe summary of significant accounting policies and the
    accompanying notes to the financial statements.




EAST COAST DIVERSIFIED
    CORPORATION AND CONSOLIDATED AFFILIATE(A Development Stage Company)Back to Table of ContentsConsolidated Statement of Cash Flows (During the
    Development Stage)For the nine months ended January 31, 2008 and for the
    Period from inception (April 26, 2006) to January 31, 2008**For the Period**
    
    **Period from****Nine Months**
    
    **From Inception**
    
    **Inception****Ended**
    
    **(April 26, 2006) to**
    
    **(April 26, 2006) to****January 31, 2008**
    
    **April 30, 2007**
    
    **January 31, 2008**Net loss
    before minority interest
    $
    (344,054)
    $
    (529,389)
    $
    (873,443)Cash flows from operating activities:Adjustments to reconcile net loss to cash used in operating activities:Minority interest income 25% minority interest in net profit of affiliate
    
    -
    
    122
    
    122Common stock issued for consulting fees and services
    
    -
    
    52,500
    
    52,500Changes
    in operating assets and liabilities:Increase in accounts and accrued expenses payable
    
    260,236
    
    192,978
    
    453,214Increase in deferred rent expense
    
    8,752
    
    17,962
    
    26,714Increase in accrued interest
    
    35,820
    
    42,816
    
    78,636Net cash used in operating activities
    
    (39,246)
    
    (223,011)
    
    (262,257)Cash
    flows from investing activities:Net cash acquired in acquisition of Miami Renaissance Group, Inc.
    
    -
    
    2,451
    
    2,451Costs paid in acquiring pending liquor license
    
    -
    
    (89,964)
    
    (89,964)Acquisition of leasehold improvements
    
    -
    
    (80,469)
    
    (80,469)Net cash (used in) provided by investing activities
    
    -
    
    (167,982)
    
    (167,982)Cash
    flows from financing activities:Proceeds from issuance of convertible notes payable, related party
    
    -
    
    80,823
    
    80,823Proceeds from issuance of convertible notes payable, officers
    
    38,475
    
    111,326
    
    149,801Common stock issued for cash
    
    -
    
    199,000
    
    199,000Return of capital contributions to limited partners of 75% owned affiliate
    
    -
    
    (125,000)
    
    (125,000)Decrease in restricted cash
    
    -
    
    126,914
    
    126,914Net cash provided by financing activities
    
    38,475
    
    393,063
    
    431,538Net (decrease) increase in cash
    
    (771)
    
    2,070
    
    1,299Cash at the beginning of the period
    
    2,070
    
    -
    
    -Cash at end of period
    $
    1,299
    $
    2,070
    $
    1,299 Supplementary
    disclosure of non-cash transactions:Cash paid
    during the year for:
    
    -
    
    -
    
    -Interest expenses
    
    -
    
    -
    
    -Income taxesNon-cash
    operating, investing and financing activities:Net
    assets (liabilities) acquired as part of acquisition of Miami Renaissance Group, Inc.and its partnership subsidiary, Miami Renaissance Partners, Ltd.Assets
    acquired:Cash
    $
    -
    $
    2,451
    $
    2,451Restricted cash
    
    -
    
    126,914
    
    126,914Subscription receivable from Miami Renaissance Group, Inc. shareholder on their stock
    
    -
    
    20,500
    
    20,500Leasehold improvements
    
    -
    
    309,904
    
    309,904Legal fees paid for pending liquor license
    
    -
    
    3,500
    
    3,500-
    
    463,269
    
    463,269Liabilities
    acquired:Accounts and accrued expenses payable
    
    -
    
    354,556
    
    354,556Convertible notes payable
    
    -
    
    -
    
    -Officers
    
    -
    
    479,084
    
    479,084Related parties
    
    -
    
    327,774
    
    327,774Accrued interest expense payable
    
    -
    
    18,382
    
    18,382Deferred rent expense
    
    -
    
    51,629
    
    51,629Minority interest
    
    -
    
    125,000
    
    125,000-
    
    1,356,425
    
    1,356,425$
    -
    $
    (893,156)
    $
    (893,156)Changes
    in Companys Stockholders EquityPreferred
    stock issued at par value
    $
    
    $
    168
    $
    168Common
    stock issued at par value
    
    
    
    4,635
    
    4,635Increase
    in additional paid-in capital resulting from difference in value of shares at par
    exchanged by Company
    
    
    
    15,697
    
    15,697Accumulated
    deficit of Miami Renaissance Group at April 25, 2006
    
    -
    
    (913,656)
    
    (913,656)$
    -
    $
    (893,156)
    $
    (893,156)Restricted
    common stock issued in exchange for architectural services capitalized as leasehold
    improvements:Cost
    added to leasehold improvements as an asset
    $
    -
    $
    40,000
    $
    40,000Credited
    to stockholders deficit:Common
    stock
    
    -
    
    200
    
    200Additional
    paid in capital
    
    -
    
    39,800
    
    39,800$
    -
    $
    40,000
    $
    40,000




**EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED AFFILIATE**(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements Back
to Table of Contents NOTE A - ADJUSTMENTS


In the opinion of management, all adjustments
consisting only of normal recurring adjustments necessary for a fair statement of (a)
results of operations for the three months and nine months periods ended January 31, 2008
and for the period from inception (April 26, 2006) to January 31, 2008, (b) the financial
position at January 31, 2008, (c) the statements of cash flows for the nine month period
ended January 31, 2008 and for the period from inception (April 26, 2006) to January 31,
2008, and (d) the changes in stockholders' deficit for the nine month period ended January
31, 2008 and for the period from inception (April 26, 2006) to January 31, 2008 have been
made. The results of operations for the three months and nine months ended January 31,
2008 are not necessarily indicative of the results to be expected for the full year.
NOTE B  UNAUDITED INTERIM FINANCIAL
INFORMATION


The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all the information
and footnotes required by generally accepted accounting principles for financial
statements. For further information, refer to the audited consolidated financial
statements and notes thereto for the year ended April 30, 2007 included in the Company's
Form 10-KSB filed with the Securities and Exchange Commission on August 29, 2007.

The Company's consolidated financial statements
have been presented on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The liquidity of the
Company has been adversely affected in recent years by significant losses from operations.
As further discussed in Note 9, the Company incurred losses of $344,054 for the nine
months ended January 31, 2008 and losses during the development stage of Miami Renaissance
Group, Inc. ("MRG"), the acquirer/survivor entity in the merger described in
Note 1, for the period from the inception of their development stage (February 25, 2004)
to April 30, 2006, of $914,049.

At January 31, 2008, the current consolidated
Company has limited cash reserves, with its current liabilities exceeding its cash by
$1,761,729. In addition, the Company has substantial non-current liabilities, including
convertible notes payables, of $412,050, as well as Total Stockholders Deficit at
that date of $1,648,765.

The aforementioned financial condition indicates
that the Company will have substantial difficulty meeting its financial obligations for
the balance of this fiscal year. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Recently, operations have been funded by loans in
the form of convertible debts issued to officers and other related parties and occasional
private placements of common stock.

As further discussed below in Note 1, management
is in the process of getting the facility in which it will operate a night club ready for
use and will need to seek additional financing in one form or another. The Company is
hopeful it will continue to be able to find sufficient financing to complete construction
of the nightclub, and begin its operations, and continue as a going concern in its present
form. Accordingly, the consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amount
and classification of liabilities or any other adjustments that might be necessary should
the Company be unable to continue as a going concern in its present form. NOTE 1 - NATURE OF
BUSINESS / ORGANIZATION Business Description


East Coast Diversified
Corporation (the Company, also referred to as East Coast) was
organized on May 24, 1994, under the laws of the State of Florida under the name
Plantastic Corp. and changed its name to Viva Golf, USA Corp. in April 1997. The Company
acquired 100% of the issued and outstanding shares of common stock of Lifekeepers
International, Inc. in exchange for 1,000,000 of its newly issued shares under an
Agreement and Plan of Reorganization on October 22, 1998. In connection with this
acquisition, the Company changed its name to Lifekeepers International, Inc.

The Company previously held an
exclusive licensing agreement to market and distribute golf clubs and related accessories
in the continental United States. After the reorganization, the Company changed its
business plan to providing mobile non-intrusive medical testing such as ultra-sound
screening and blood analysis diagnostic testing.

On May 29, 2003, the Company
changed its name to East Coast Diversified Corporation. During the year 2001, the Company
discontinued its operations, and remained inoperative until April 26, 2006.
Acquisition of Miami Renaissance Group, Inc.
subsidiary and its partnership subsidiary, Miami Renaissance Group, Limited


Miami Renaissance Group, Inc.
(MRG) was incorporated in February 2004 as a Florida corporation. Upon
incorporation, 50,000,000 shares of $.001 par value common stock were authorized. On June
4, 2004, MRG issued 18,860,000 shares of stock to its founders in exchange for a stock
subscriptions receivable. On March 1, 2005, MRG issued 1,640,000 shares of stock to its
founders in exchange for a stock subscriptions receivable. The stock subscriptions
receivable are discussed in detail in Note 10.

On April 26, 2006 the Company
acquired 100% of the issued and outstanding shares of common stock of Miami Renaissance
Group, Inc. (MRG,) a development stage company. As a result, effective April
26, 2006, MRG became a wholly-owned subsidiary of the Company. The majority shareholders
of MRG exchanged all of their shares in MRG for 4,635,000 newly issued shares of the
Companys $.001 par value common stock, and 167,650 new issued shares of the
Companys $.001 par value Series A Convertible Preferred Stock. Each share of Series
A Preferred Stock is convertible into 100 shares of the Companys common stock. As a
result, MRG became a wholly-owned subsidiary of the Company.

The majority shareholders of MRG,
namely the key officers in MRG and its partnership subsidiary (and who will be discussed
two paragraphs below), have also become key officers in East Coast since their appointment
and replacement of the previous management team in April 25, 2005. In addition, prior to
this acquisition, the Companys publicly traded securities have often been thinly
traded in the stock market and can therefore be characterized as a stock subject to penny
stock rules. Consequently, the shares exchanged between the Company and MRG were valued
based on the par value of the respective shares exchanged, with the difference in
aggregate value of $15,697 reflected in additional paid-in capital in a recapitalization
in which MRG is identified as the "accounting acquirer.

MRG was
incorporated in Florida in February 2004. MRG has been renting a facility in Miami,
Florida to be renovated for the purpose of operating a combined restaurant, nightclub, and
parking lot on the premises. MRG began the process of making renovations in 2004, soon
after entering into a lease on the premises as described in Note 11. During the
three-month period ended January 31, 2008, there were no expenditures on leasehold
improvements on the facility due to lack of funding availability and restrictions in
building permits issuance in Miami, which have been in place for some time. As a result of
these restrictions, the board of directors of the Company approved the sale of MRG to
certain affiliated persons and decided to solicit shareholder approval to divest MRG.
Management expects the sale of MRG to be completed by April 30, 2008. Pursuant to the terms of a
private placement offering described in Note 3, on April 1, 2005, MRG formed a Florida
limited partnership, Miami Renaissance Partners, Ltd, ("the Partnership" or
"MRP"), in which MRG was the general partner and manager, to raise working
capital for the entertainment facility renovation and creation project. MRG was to enter
into a sublease agreement with MRP for the completed Florida facility. MRG was to retain a
75% interest in the partnership, with the remainder interest divided amongst limited
partners. These financial statements will include the accounts of East Coast, MRG, and
MRP, and include the 25% minority interest representing the remainder third party limited
partner interests. Since the acquisition took place on April 26, 2006, operations during
the development stage were negligible during the year ended April 30, 2006. Effective April 26, 2006, the Company is
considered to be a development stage company. **NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES** Principles of consolidation: These financial statements will
include the accounts of East Coast Diversified Corporation, MRG, and MRP and include a 25%
minority interest representing the remainder limited partner interest. All significant
inter-company balances and transactions have been eliminated in consolidation. Income taxes: The Company follows SFAS
No. 109, "Accounting for Income Taxes." Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. A
valuation allowance has been provided for the Company's net deferred tax asset, due to
uncertainty of realization. Straight-line lease: For financial statement purposes,
rent expense is recorded on a straight-line basis over the lease term. The difference
between the rent expense incurred and the amount paid is recorded as deferred rent and is
being amortized over the lease term. Segment information: The Company will operate in one
segment. Fair value of financial
instruments: Carrying amounts of certain of
the Companys financial instruments, including cash, cash equivalents, restricted
cash, short-term investments, accounts receivable, notes receivable, accrued payroll, and
other accrued liabilities, approximate fair value due to their short maturities. The fair
values of investments are determined using quoted market prices for those securities or
similar financial instruments. Leasehold improvements: Leasehold improvements are stated
at cost and include architect and design fees to renovate and create the entertainment
facility. Leasehold improvements will be amortized using the straight-line method
(half-year convention) over the shorter of the estimated useful life or lease term.
Amortization will commence once the business operations begins. Florida Liquor License: On August 24, 2006, the Company acquired a
Florida liquor license for a purchase price of $89,000. At January 31, 2008, the cost of
the acquired Liquor License, and related legal fees of $4,464 incurred to acquire it, have
been capitalized in the Companys Balance Sheet as an indefinite life intangible
asset. Impairment of long-lived assets: The Company reviews the carrying value of both
its long-lived and other intangible assets annually, and whenever events or changes in
circumstances indicate that the historical cost-carrying value of an asset may no longer
be appropriate. The Company assesses recoverability of the carrying value of the asset by
estimating the future net cash flows expected to result from the asset, including eventual
disposition. If the future net cash flows are less than the carrying value of the asset,
an impairment loss is recorded equal to the difference between the assets carrying
value and fair value. At January 31, 2008, the Companys evaluation determined that
no provision for impairment of either its other intangible assets (the "Liquor
License") or its Leasehold Improvements was required at that date. Use of estimates: The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the
United States of America 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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results may differ from those
estimates. Accounting basis: The Company uses the accrual
basis of accounting for financial statement reporting. Accordingly, expenses are realized
when the obligation is incurred. The Company is in the development stage and has not
generated any revenues to date. Loss per Share: The Company complies with the
requirements of the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earning per share" ("SFAS No. 128").
SFAS No. 128 specifies the compilation, presentation and disclosure requirements for
earnings per share for entities with publicly held common stock or potentially common
stock. Net loss per common share, basic and diluted, is determined by dividing the net
loss by the weighted average number of common shares outstanding. As of October 31, 2007,
the effect of issuing convertible preferred stock in connection with the Companys
acquisition of MRG on April 26, 2006 has had a negligible dilutive impact on the
calculations of earnings per share. Consideration of Other
Comprehensive Income Items: SFAS No. 130, "Reporting
Comprehensive Income," requires companies to present comprehensive income (consisting
primarily of net income plus other direct equity changes and credits) and its components
as part of the basic financial statements. The Company's consolidated financial statements
do not contain any changes in equity that are required to be reported separately in
comprehensive income. In May 2005, the FASB issued SFAS
154, Accounting Changes and Error Corrections, that applies to all voluntary
changes in accounting principle. This Statement requires retrospective application to
prior periods financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative effect of
the change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this Statement
requires that the new accounting principle be applied to the balances of assets and
liabilities as of the beginning of the earliest period for which retrospective application
is practicable and that a corresponding adjustment be made to the opening balance of
retained earnings (or other appropriate components of equity or net assets in the
statement of financial position) for that period rather than being reported in an income
statement. When it is impracticable to determine the cumulative effect of applying a
change in accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the earliest date
practicable. SFAS 154 will be effective for the Company for fiscal year ended December 31,
2007. The Company does not anticipate that the adoption of SFAS No. 154 will have an
impact on the Companys overall results of operations or financial position. In February 2006, the FASB issued
SFAS 155, Accounting for Certain Hybrid Financial Instruments--an amendment of FASB
Statements No. 133 and 140, that allows a preparer to elect fair value measurement
at acquisition, at issuance, or when a previously recognized financial instrument is
subject to a re-measurement (new basis) event, on an instrument-by-instrument basis, in
cases in which a derivative would otherwise have to be bifurcated. It also eliminates the
exemption from applying Statement 133 to interests in securitized financial assets so that
similar instruments are accounted for similarly regardless of the form of the instruments.
This Statement is effective for all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006. The
Company does not anticipate that the adoption of SFAS No. 155 will have an impact on the
Company's overall results of operations or financial position. In March 2006, the FASB issued
SFAS 156, Accounting for Servicing of Financial Assets--an amendment of FASB
Statement No. 140, that applies to the accounting for separately recognized
servicing assets and servicing liabilities. This Statement requires that all separately
recognized servicing assets and servicing liabilities be initially measured at fair value,
if practicable. An entity should adopt this Statement as of the beginning of its first
fiscal year that begins after September 15, 2006. The Company does not anticipate that the
adoption of SFAS No. 156 will have an impact on the Company's overall results of
operations or financial position. In July 2006, the FASB issued FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes. The Interpretation clarifies the way
companies are to account for uncertainty in income tax reporting and filing and prescribes
a consistent recognition threshold and measurement attribute for recognizing,
derecognizing, and measuring the tax benefits of a tax position taken, or expected to be
taken, on a tax return. The Interpretation is effective for fiscal years beginning after
December 15, 2006, although early adoption is possible. The Company does not plan to adopt
early and the Company is currently in the process of evaluating the impact, if any, the
adoption of the Interpretation will have on the 2007 financial statements. In September 2006, the FASB issued SFAS 157,
Fair Value Measurements, which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having previously
concluded in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value measurements.
The adoption of SFAS No. 157 will not have an impact on the Company's overall results of
operations or financial position. In September 2006, the Financial Accounting
Standards Board (FASB) the issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of
FASB Statements No. 87, 88, 106, and 132(R) (SFAS No. 158). SFAS No. 158
requires companies to report the funded status of their defined benefit pension and other
postretirement benefit plans on their balance sheets as a net liability or asset as of
December 31, 2006. The new standard does not address the accounting treatment for pension
and postretirement benefits in the income statement. This will have no impact on the
Companys results of operations or financial position. In February 2007, the Financial Accounting
Standards Board (FASB) issued SFAS No.159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB Statement
No.115. SFAS No.159 permits entities to choose to measure eligible financial
instruments and other items at fair value at specified election dates. A business entity
shall report unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The fair value option may be
applied instrument by instrument but only upon the entire instrument - not portions of the
instrument. SFAS No.159 is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. The Company does not anticipate that the
adoption of SFAS No. 159 will have an impact on the Company's overall results of
operations or financial position. In December 2007, the Financial Accounting
Standards Board (FASB) simultaneously issued SFAS No. 141R, Business
Combinations (2007 Amendment), and SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51. Both standards update
United States guidance on accounting for noncontrolling interests, sometimes
referred to as minority interests, which interests represent a portion of a subsidiary not
attributable, directly or indirectly, to a parent. FASB and the International Accounting
Standards Board (IASB) have been working together to promote international
convergence of accounting standards. Prior to promulgation of these new standards there
were specific areas in accounting for business acquisitions in which conversion was not
achieved. The objective of both standards is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
business combinations and consolidated financial statements by establishing
accounting and reporting standards. In business combinations it is accomplished by
establishing principles and requirements concerning how an acquirer recognizes
and measures identifiable assets acquired, liabilities assumed, and noncontrolling
interest in the acquiree, as well as goodwill acquired in the combination or gain from a
bargain purchase; and determines information to be disclosed to enable users to evaluate
the nature and effects of business combinations. In consolidated financial statements the
standards require: identification of ownership interests held in subsidiaries by parties
other than the parent be clearly identified, labeled and presented in consolidated
financial position within equity (rather than mezzanine between liabilities
and equity) separately from amounts attributed to the parent, with net income attributable
to the parent and to the minority interest clearly identified and presented on the face of
consolidated statements of income. The standards also provide guidance in situations where
the parents ownership interest in a subsidiary changes while the parent retains its
controlling financial interest. The standard also provides guidance on recording a gain or
loss based on fair value in situations involving deconsolidation of a subsidiary. Entities
must provide sufficient disclosures that distinguish between interests of the parent and
that of the noncontrolling interest. Both standards are effective for fiscal years and
interims beginning on or after December 15, 2008 (that is January 1, 2009) for entities
with calendar years. Earlier adoption is prohibited. The standards shall be applied
prospectively as of the beginning of the fiscal year in which initially applied, except
for the presentation and disclosure requirements, which shall be applied retrospectively
for all periods presented. The Company does not anticipate that the adoption of SFAS No.
141R and No. 160 will have an impact on the Company's overall results of operations or
financial position, unless the Company makes a business acquisition in which there is a
noncontrolling interest. **NOTE 3  MRG PRE-MERGER PRIVATE
PLACEMENT OFFERING AND RELATED RESTRICTED CASH** On May 13, 2005, MRG made a private placement
offering for up to 120 investment units in the Partnership, Miami Renaissance Partners,
Ltd, at a subscription price of $25,000 each. Each unit in this non-public offering was to
initially represent a 0.002% to 0.007% partnership interest depending on the number of
units sold. The offering was made to accredited investors as defined in Rule 501 (a) under
the Securities Act of 1933, as amended. The offering was made for a minimum of 30 units,
for total proceeds of $750,000, and a maximum of 120 units, for total proceeds of
$3,000,000, with the offering to terminate at December 31, 2005 if the minimum units had
not been sold. In accordance with the Partnership formation documents, limited partner
capital contributions do not bear interest. Miami Renaissance Partners, Ltd,
("MRP") had received cash contributions from the sale of partnership units to
limited partners of $125,000 prior to the MRG merger with East Coast. Accordingly, at
April 30, 2006, the Company had recorded $126,914, including interest income earned
previously from restricted cash on its balance sheets. Under the terms of the private
placement agreement, MRP had not reached the minimum threshold of 30 units sold to access
the capital. During June and July of 2006, MRP returned the
$125,000 of cash contributions received from the limited partners. **NOTE 4  INCOME TAXES** The significant components of the
Company's deferred tax assets are as follows: **January 31, 2008**
    
    **April 30, 2006**Net operating loss
    carryforward
    $
    1,333,795
    $
    1,216,816Less valuation allowance
    
    (1,333,795)
    
    (1,216,816)Net deferred tax assets
    $
    0
    $
    0
 The Company has provided for a valuation allowance against the
full amount of the deferred tax asset due to management's uncertainty about its
realization. The difference between the federal statutory tax rate of 34% and the
effective rate of 0% reflected in the accompanying financial statements is attributable to
no tax benefit being recorded for the future utilization of the net operating loss carry
forwards. 

The Company incurred no federal or state income tax expense for the
nine months ended January 31, 2008 and for period from inception (April 26, 2006) to
January 31, 2008, and utilized no tax carry forward losses.

As of January 31, 2008 the Company has available net operating loss carry forwards of
$3,922,926 that expire through 2028. The Company has provided a valuation allowance
against the full amount of the deferred tax asset due to managements uncertainty
about its realization.

**NOTE 5  CONVERTIBLE NOTES PAYABLE, RELATED PARTY**

On August 30, 2005, MRG issued a convertible note payable to Brickell
North Investments, Inc. (Brickell), in settlement of outstanding sums owed for
2004 and 2005 rent and 2004 real estate taxes in the aggregate amount of approximately
$327,774. The note will be adjusted upward for any additional 2005 real estates taxes once
that amount has been determined. $110,500 of rent due for the period during the
development stage of MRG, (February 25, 2004) to December 31, 2005 was forgiven by
Brickell (see Note 7).

The note is convertible to shares of the Companys common stock at
a rate of $.327.

In the event that the Landlord-Holder Brickell did not convert the
principal or adjusted principal of the debt to common stock of the Company the note was to
be payable in 24 equal monthly installments commencing on June 15, 2006, together with any
rent and real estate taxes due on the leased property. In the event of a failure to pay
the note or an inability on the part of Brickell to exercise its conversion rights, the
principal of the note was to become immediately due and payable together with interest
thereon at the rate 6% per annum from the original date of the note. The parties to the
convertible note have mutually agreed to extend the time of payment and adjust the date
when Brickell may elect to exercise its conversion rights from June 15, 2006 to March 31,
2009. Accordingly, this debt has been presented as a non-current liability at January 31,
2008.

Brickell is a related party, as described in Note 7.

On October 31, 2006, in consideration for cash proceeds of a loan from James Goldstein,
the Company issued a $80,823 convertible note payable to him that accrues interest at 12%
per annum and was due on October 31, 2007. The loan holder has agreed to extend the
maturity date of the obligation to October 31, 2008. The note is convertible into shares
of common stock of the Company at a conversion price of $.002.

James Goldstein is a related party, as described in Note 7.

As of January 31, 2008 and April 30, 2007, the Company had recorded
$14,183 and $6,909 of accrued interest on the convertible notes payable to related party,
respectively. Interest expense on this note was $7,274 and $5,869 for the nine months
ended January 31, 2008 and 2007, respectively, and $14,183 for the period from inception
(April 26, 2006) to January 31, 2008. **NOTE 6  CONVERTIBLE NOTES PAYABLE
OF OFFICERS AND SHAREHOLDER** Convertible notes payable to
officers are as follows: Holder
    Terms
    
    January 31, 2008 Balance
    
    April 30, 2007 BalanceRichard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $54,104 note which accrues interest at
    6% per annum and is due December 31, 2007. The note is convertible into shares of common
    stock of the Company at a conversion price of $.50.
    $
    54,104
    $
    54,104Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $4,140 note which accrues interest at 6% per annum and is
    due April 25, 2008. The note is convertible into shares of common stock of the Company at
    a conversion price of $.50.
    
    4,140
    
    4,140Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $1,463 note which accrues interest at 6% per annum and is
    due April 30, 2009. The note is convertible into shares of common stock of the Company at
    a conversion price of $.002.
    
    1,463
    
    1,463Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $6,500 note which accrues interest at 6% per annum and is
    due October 31, 2008. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002.
    
    6,500
    
    -Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $570 note which accrues interest at 6% per annum and is due
    October 31, 2009. The note is convertible into shares of common stock of the Company at a
    conversion price of $.002.
    
    570
    
    -Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $2,170 note which accrues interest at 6% per annum and is
    due January 31, 2009. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002.
    
    2,170
    
    -Ivo Heiden, Shareholder
    $5,515 note which accrues interest at 10% per annum and was
    due April 30, 2004. The note was convertible into shares of common stock of the Company at
    the conversion price of $.002. The shareholder has agreed to another extention of the
    maturity date of the obligation to April 30, 2008.
    
    5,515
    
    5,515Ivo Heiden, Shareholder
    $4,750 note which accrues interest at 10% per annum and was
    due April 30, 2004. The note was convertible into shares of common stock of the Company at
    the conversion price equal to the closing bid price of the shares on the date of
    conversion, but not less than the par value of $.001. The shareholder has agreed to
    another extention of the maturity date of the obligation to April 30, 2008.
    
    4,750
    
    4,750Ivo Heiden, Shareholder
    $4,185 note which accrues interest at 10% per annum and was
    due February 3, 2006. The note is convertible into shares of common stock of the Company
    at the conversion price of $.002. The shareholder has agreed to another extention of the
    maturity date of the obligation to April 30, 2008.
    
    4,185
    
    4,185Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $125 note which accrues interest at 6% per annum and is due
    July 31, 2008. The note is convertible into shares of common stock of the Company at a
    conversion price of $.002.
    
    125
    
    125Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $2,005 note which accrues interest at 6% per annum and was
    due December 31, 2006. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002. The shareholder has agreed to extend the maturity date of
    the obligation to April 30, 2008.
    
    2,005
    
    2,005 Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $176 note which accrues interest at 6%
    per annum and is due October 31, 2008. The note is convertible into shares of common stock
    of the Company at a conversion price of $.002.
    $
    176
    $
    176Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $360 note which accrues interest at 6%
    per annum and is due January 31, 2009. The note is convertible into shares of common stock
    of the Company at a conversion price of $.002.
    
    360
    
    360Richard Margulies, President/CEO and Chairman of the Board
    of Directors and shareholder
    $3,590 note which accrues interest at 6% per annum and is
    due July 31, 2008. The note is convertible into shares of common stock of the Company at a
    conversion price of $.002.
    
    3,950
    
    -Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $29,980 note which accrues interest at
    6% per annum and is due December 31, 2007. The note is convertible into shares of common
    stock of the Company at a conversion price of $.50.
    
    29,980
    
    29,980Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $1,600 note which accrues interest at 6%
    per annum and is due April 25, 2008. The note is convertible into shares of common stock
    of the Company at a conversion price of $.50.
    
    1,600
    
    1,600Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $2,100 note which accrues interest at 6%
    per annum and is due October 31, 2008. The note is convertible into shares of common stock
    of the Company at a conversion price of $.002.
    
    2,100
    
    2,100Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $2,112 note which accrues interest at 6% per annum and is
    due July 31, 2008. The note is convertible into shares of common stock of the Company at a
    conversion price of $.002.
    
    2,112
    
    -Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $3,900 note which accrues interest at 6% per annum and is
    due October 31, 2009. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002.
    
    3,900
    
    -Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $1,600 note which accrues interest at 6% per annum and is
    due January 31, 2009. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002.
    
    1,600
    
    -Aaron Goldstein, a Director (Secretary) and shareholder
    $134,737 note which accrues interest at
    6% per annum and is due April 25, 2008. The note is convertible into shares of common
    stock of the Company at a conversion price of $.50.
    
    134,737
    
    134,737Aaron Goldstein, a Director (Secretary) and shareholder
    $10,000 note which accrues interest at
    6% per annum and was due December 31, 2007. The note is convertible into shares of common
    stock of the Company at a conversion price of $.002. The shareholder has agreed to extend
    the maturity date of the obligation to April 30, 2008.
    
    10,000
    
    10,000Aaron Goldstein, a Director (Secretary) and shareholder
    $75,000 note which accrues interest at
    6% per annum and was due December 31, 2007. The note is convertible into shares of common
    stock of the Company at a conversion price of $.50. The shareholder has agreed to extend
    the maturity date of the obligation to April 30, 2008.
    
    75,000
    
    75,000Aaron Goldstein, a Director (Secretary) and shareholder
    $2,000 note which accrues interest at 6%
    per annum and is due July 31, 2008. The note is convertible into shares of common stock of
    the Company at a conversion price of $.002.
    
    2,000
    
    2,000Aaron Goldstein, a Director (Secretary) and shareholder
    $13,000 note which accrues interest at
    6% per annum and is due January 31, 2008. The note is convertible into shares of common
    stock of the Company at a conversion price of $.002. The shareholder has agreed to extend
    the maturity date of the obligation to April 30, 2008.
    
    13,000
    
    13,000Aaron Goldstein, a Director (Secretary) and shareholder
    $179,523 note which accrues interest at
    6% per annum and was due December 31, 2007. The note is convertible into shares of common
    stock of the Company at a conversion price of $.50. The shareholder has agreed to extend
    the maturity date of the obligation to April 30, 2008.
    
    179,523
    
    179,523Aaron Goldstein, a Director (Secretary) and shareholder
    $5,097 note which accrues interest at 6%
    per annum and is due October 31, 2008. The note is convertible into shares of common stock
    of the Company at a conversion price of $.002.
    
    5,097
    
    5,097Aaron Goldstein, a Director (Secretary) and shareholder
    $15,000 note which accrues interest at
    6% per annum and is due April 30, 2008. The note is convertible into shares of common
    stock of the Company at a conversion price of $.002.
    
    15,000
    
    15,000Aaron Goldstein, a Director (Secretary) and shareholder
    $2,800 note which accrues interest at 6% per annum and is
    due July 31, 2008. The note is convertible into shares of common stock of the Company at a
    conversion price of $.002.
    
    2,800
    
    -Aaron Goldstein, a Director (Secretary) and shareholder
    $60,000 note which accrues interest at 6% per annum and was
    due October 31, 2007. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002. The shareholder has agreed to extend the maturity date of
    the obligation to October 31, 2008.
    
    60,000
    
    -Aaron Goldstein, a Director (Secretary) and shareholder
    $15,233 note which accrues interest at 6% per annum and is
    due October 31, 2008. The note is convertible into shares of common stock of the Company
    at a conversion price of $.002.
    
    15,233
    
    -643,335
    
    604,860Less: current portion
    
    637,402
    
    595,002$
    5,933
    $
    9,858 As of January 31, 2008 future maturities of debt for the next two years
are as follows:

Years ending January 31: 2009
    $
    637,4022010
    
    5,933 As of January 31 2008 and April 30, 2007, the Company
had recorded $92,507 and $63,961 of accrued interest on the convertible notes payable to
officers, respectively. Interest expense on these notes was $28,546 and $24,970 for the
nine months ended January 31, 2008 and 2007, respectively, and $64,920 for the period from
inception (April 26, 2006) to January 31, 2008. **NOTE 7  RELATED PARTY TRANSACTIONS** James Goldstein, the father of Aaron Goldstein, who is
an officer and director of the Company, is one of the principal owners of Brickell North
Investments, Inc. ("Brickell"), the landlord for the Florida entertainment
facility lease, and is the holder of the related convertible note payable for $327,774
discussed in Note 5. The note was issued to pay accrued rent for 2005 and 2004 of $207,570
and $8,500, respectively, and real estate taxes of $111,704 during the development stage
of MRG (February 25, 2004) to December 31, 2004). $110,500 of rent due for the period from
February 25, 2004 to December 31, 2004 was forgiven by Brickell in 2005. For the period during the development stage of MRG
(February 25, 2004) through January 31, 2008, MRG incurred $1,305,720 of rent and real
estate taxes under the lease, of which basic rent incurred to Brickell totaled $863,995.
The Companys Consolidated Statements of Operations for the nine months ended January
31, 2008 includes $175,401 of basic rent, and $83,778 of real estate taxes incurred by MRG
under the lease. The sub-landlord for the office lease, Comp Tech
Technologies, is a company principally owned by Frank Rovito, an officer and director of
the Company. For the period from February 25, 2004 to January 31, 2008, MRG incurred
$52,800 of rent expense under the sublease. The Companys Consolidated Statements of
Operations for the nine months ended January 31, 2008, $10,800 of rent expense incurred by
MRG under the sublease. On March 1, 2005, MRG issued 1,025,000 shares of its
common stock to Robert Margulies, the brother of the officer and director Richard
Margulies. **NOTE 8  EQUITY TRANSACTIONS** During the six months ended October 31, 2006, the
Company issued 895,000 shares of common stock pursuant to a private offering to accredited
investors that was to expire June 30, 2006 at $.20 per share (with gross proceeds of
$179,000), in accordance with Regulation D of the Securities Act of 1933, as amended, and
Rule 501 promulgated thereunder. The Company's officers and directors directed the sale
and received no commissions or other remuneration. In addition, the Company received
$20,000 for 100,000 shares of common stock to be issued in the future under this offering.
The 100,000 shares were issued on November 27, 2006. On May 24, 2006, the Company issued 200,000 shares of
common stock to Les Beilinson, subject to Rule 144 restrictions, in consideration of
architectural services. The Company has capitalized $40,000 in the cost of leasehold
improvements related to this stock issuance, based on the $.20 share price received by the
Company in the Private Placement described in the preceding paragraph. On December 18, 2006, the Company issued 350,000 shares
of common stock to S. G. Martin Securities, LLC subject to Rule 144 restrictions, in
consideration of professional services. The Company has expensed $52,500 in the statement
of operations related to this stock issuance, based on the $.15 share price of the
Companys common stock on that date. **NOTES 9  GOING CONCERN** These consolidated financial statements are presented on
the basis that the Company is a going concern. Going concern contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business over a
reasonable period of time. As shown in the accompanying consolidated financial
statements, the Company had incurred cumulative losses of $3,922,926 from inception. The
Company's existence in the current period has been dependent upon advances from related
parties and other individuals, and the sale of convertible notes payable. The consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going
concern. **NOTE 10- STOCK SUBSCRIPTION RECEIVABLE** MRG issued 18,860,000 and 1,640,000 shares of common stock respectively
in 2005 and 2004 to various individuals, and directors of MRG in exchange for stock
subscription agreements. The amounts due on the stock subscription agreements were $20,500
at October 31, 2007. The amounts are non-interest bearing and due on demand. The stock
subscription receivable amounts have been offset against stockholders' deficit. **NOTE 11- COMMITMENTS AND OTHER MATTERS** [1] The Company has no current pending litigation. [2] On June 15, 2004, MRG entered into a lease with
Brickell North Investments, Inc., a related party, for the parcels of land and buildings
for use in the entertainment facility. The lease term is ten years, with annual increases
based on the consumer price index, approximately 3% per year. [3] In February 2004, MRG entered into a sublease with a
related party for office space in Edison, NJ for $1,200 per month. Since the lease
expiration in October 2004, the Company has continued to lease the space under a
month-to-month arrangement. Management does not consider use of this office space
essential to business operations. [4] 5 Year Table of obligations under leases: The minimum future obligations for rent under agreements
outlined in [2] are as follows: **Years Ending
    January 31,**
    
    **Amounts**2009
    $
    227,9342010
    
    234,7742011
    
    241,8152012
    
    249,0692013
    
    256,539Thereafter
    
    330,777$
    1,540,908
 **NOTE 12 - SUBSEQUENT EVENTS** On February 87,
2008, the Company's board of directors approved the sale of MRG to certain affiliated
parties. The decision to sell MRG was based mainly due to lack of funding availability and
restrictions in building permits issuance in Miami, which have been in place for some
time. The board decided to solicit shareholder approval to divest MRG. Management expects
the sale of MRG to be completed by April 30, 2008.