UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________FORM 10-Q_________________________ ýQUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended October 31, 2008 OR  xTRANSITION 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 December 14,
2008, the Registrant had 30,081,216 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  ̈
    Smaller reporting
    companyx




TABLE OF CONTENTS Item
    
    Description
    Page**PART I - FINANCIAL
    INFORMATION**ITEM 1.
    
    FINANCIAL
    STATEMENTS.
    
    3ITEM 2.
    
    MANAGEMENT'S
    DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION.
    
    3ITEM 3.
    
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    6ITEM 4.
    
    CONTROLS
    AND PROCEDURES.
    
    6**PART II - OTHER
    INFORMATION**ITEM 1.
    
    LEGAL
    PROCEEDINGS.
    
    6ITEM 1A.
    
    RISK FACTORS
    
    6ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
    
    6ITEM 3.
    
    DEFAULT
    UPON SENIOR SECURITIES.
    
    6ITEM 4.
    
    SUBMISSION
    OF MATERS TO A VOTE OF SECURITY HOLDERS.
    
    6ITEM 5.
    
    OTHER
    INFORMATION.
    
    6ITEM 6.
    
    EXHIBITS.
    
    6




PART I - FINANCIAL INFORMATION ITEM
1. FINANCIAL STATEMENTSBack
to Table of Contents The Registrant's financial statements for the three and
six-month periods ended October 31, 2007 and 2006 are attached to this quarterly report. Financial Statements ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS 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 six month period ended October 31, 2008 and 2007. General and Administrative Expenses


During the three and six-month period ended October 31, 2008, the
Company had operating expenses of $98,050 and $193,616 compared to $114,059 and 209,402
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 six-month period ended
Ocotber 31, 2008 of $13,003 and $25,988, respectively. Our interest expenses for the three
and six months ended Ocotber 31, 2007 were $11,927 and $23,752, respectively. We recorded
a gain on the settlement of liabilities of $79,339 during the three-months ended October
31, 2008.
Net Loss


Our net loss during the three and six-month period ended Ocotber 31, 2008 was $31,714
and $140,265, respectively, as compared to net loss of $125,986 and $233,154 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
may need to raise additional funds through a the issuance of debt or equity securities if
additional funds are required to execute our business plan. During the six-month period
ended October 31, 2008, we received proceeds of $13,549 through the issuance of
convertible notes to management. At October 31, 2008, we had $321 in current assets and had
$1,974,163 in current liabilities. On October 31, 2008, our negative working capital was
$1,973,842. We had $524,158 in total assets and $2,385,703 in total liabilities at October
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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKBack to Table of Contents We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes. ITEM 4.
CONTROLS AND PROCEDURESBack
to Table of Contents Evaluation of disclosure controls and procedures As of October 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 1A.
RISK FACTORSBack to Table of
Contents In addition to the other
information set forth in this report, you should carefully consider the factors discussed
in Part I, Item 1. Description of Business, subheading Risk Factors in
our Annual Report on Form 10-KSB for the year ended April 30, 2008, which could
materially affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-KSB are not the only risks facing our company.
Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition
and/or operating results. ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSBack to Table of Contents On September 12, 2008, the Board of
Directors agreed to convert all 167,650 issued and outstanding preferred shares of the
Company into 16,765,000 shares of common stock at a ratio of 100 shares of common stock
for each share of preferred stock.For each of the
above issuances of shares of common stock, we relied upon Section 4(2) of the Securities
Act of 1933, as amended, as the basis for the exemption from registration requirements and
there was no public solicitation involved. 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. EXHIBITSBack 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
    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 2002.32
    Certification of CEO pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.




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/ Frank RovitoFrank Rovito
   *Chief Executive Officer and Chief Financial Officer*Dated: December 22, 2008




**EAST
    COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES**(A Development Stage Company)Back to Table of ContentsConsolidated Balance SheetsOctober 31, 2008 and April 30, 2008****
    
    **October 31, 2008**
    
    **April 30, 2008**(Audited)ASSETSCurrent assets:Cash and
    equivalents
    $
    321
    $
    158Total current assets
    
    321
    
    158Leasehold improvements,
    (net of accumulated amortization of $0)
    
    430,373
    
    430,373Other assets:Cost of
    liquor license
    
    93,464
    
    93,464Total other assets
    
    93,464
    
    93,464**Total assets**
    $
    524,158
    $
    523,995LIABILITIES
    AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts and
    accrued expenses payable
    $
    1,052,971
    $
    999,706Current
    portion, convertible notes payable, officers
    
    695,794
    
    682,245Current portion, convertible note payable, related party
    
    80,823
    
    80,823Accrued
    interest
    
    144,575
    
    118,648Total current liabilities
    
    1,974,163
    
    1,881,422Non-current liabilities:Convertible
    note payable, related party
    
    327,774
    
    327,774Deferred
    rent expense
    
    83,766
    
    81,079Total non-current
    liabilities
    
    411,540
    
    408,853**Total liabilities**
    
    2,385,703
    
    2,290,275Minority interest in
    Miami Renaissance Partners, Ltd., a partnership subsidiary
    
    122
    
    122Stockholders' deficit:Preferred
    stock, par value 0.001 par value, 1,000,000 authorizednone
    and 167,650 issued and outstanding, respectively
    
    -
    
    168Common stock,
    $0.001 par value, 74,000,000 shares authorized;30,081,216 and 8,816,216 shares issued and outstanding, respectively
    
    30,081
    
    8,816Additional
    paid-in capital
    
    2,309,580
    
    2,285,677Accumulated
    deficit
    
    (4,180,828)
    
    (4,040,563)Less: stock
    subscription receivable
    
    (20,500)
    
    (20,500)Total stockholders' deficit
    
    (1,861,667)
    
    (1,766,402)**Total liabilities and stockholders' deficit**
    $
    524,158
    $
    523,995See 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)******Three
    Months**
    
    **Three
    Months**
    
    **Six Months**
    
    **Six Months****ended**
    
    **ended**
    
    **ended**
    
    **ended****October 31, 2008**
    
    **October 31, 2007**
    
    **October 31, 2008**
    
    **October 31, 2007**Revenues
    $
    -
    $
    -
    $
    
    $Operating expenses:Consulting fees and
    servicessatisfied by
    issuance of common stock
    
    -
    
    -
    
    -
    
    -Selling, general
    and administrative
    
    98,050
    
    114,059
    
    209,402
    
    209,402Total operating expenses
    
    98,050
    
    114,059
    
    209,402
    
    209,402Net loss from
    operations during development stage
    
    (98,050)
    
    (114,059)
    
    (209,402)
    
    (209,402)Other income (expenses):Interest income
    
    -
    
    -
    
    -
    
    -Gain on settlement
    of accrued liabilities
    
    79,339
    
    -
    
    79,339
    
    -Interest expense
    
    (13,003)
    
    (11,927)
    
    (25,988)
    
    (23,752)Total other expenses
    
    66,336
    
    (11,927)
    
    53,351
    
    (23,752)Net loss before minority
    interest
    
    (31,714)
    
    (125,986)
    
    (140,265)
    
    (233,154)Add (less): 25% minority
    interestin net profit
    (loss) of affiliate
    
    -
    
    -
    
    -
    
    -Net loss after
    minority interest
    $
    (31,714)
    $
    (125,986)
    $
    (140,265)
    $
    (233,154)Basic and diluted net lossper
    weighted-average sharesof common stock
    outstanding
    $
    (0.001)
    $
    (0.015)
    $
    (0.009)
    $
    (0.028)Weighted average number of
    sharesof common stock outstanding
    $
    18,109,857
    
    8,313,378
    
    14,710,319
    
    8,313,378See
    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 October 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 yer 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 yer ended April
    30, 2008
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (461,691)
    
    (461,691)Balance April
    30, 2008
    167,650
    $
    168
    
    8,816,216
    $
    8,816
    $
    2,285,677
    $
    (20,500)
    $
    (4,040,563)
    $
    (1,766,402)Preferred shares converted to
    common
    (167,650)
    
    (168)
    
    16,765,000
    
    16,765
    
    (16,567)
    
    -
    
    -
    
    -Common stock issued on
    settlement
    -
    
    -
    
    4,500,000
    
    4,500
    
    40,500
    
    -
    
    -
    
    45,000of accrued expensesNet loss for the period ended
    October 31, 2008
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (140,265)
    
    (140,265)Balance,
    October 31, 2008
    -
    $
    -
    
    30,081,216
    $
    30,081
    $
    2,309,580
    $
    (20,500)
    $
    (4,180,828)
    $
    (1,861,667)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 six months ended October 31, 2008 and for the
    Period from inception (April 26, 2006) to October 31, 2008**For the Period**
    
    **Period from****Six Months**
    
    **From Inception**
    
    **Inception****Ended**
    
    **(April 26, 2006) to**
    
    **(April 26, 2006) to****October 31, 2008**
    
    **April 30, 2008**
    
    **October 31, 2008**Net loss
    $
    (140,265)
    $
    (991,080)
    $
    (1,131,345)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
    
    52,500Common stock issued on settlement of accrued expenses
    
    45,000
    
    -
    
    45,000Changes
    in operating assets and liabilities:Increase in accounts and accrued expenses payable
    
    53,265
    
    516,106
    
    569,371Increase in deferred rent expense
    
    2,687
    
    29,450
    
    32,137Increase in accrued interest
    
    25,927
    
    90,594
    
    116,521Net cash used in operating activities
    
    (13,386)
    
    (302,308)
    
    (315,694)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
    
    13,549
    
    188,711
    
    202,260Common 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
    
    13,549
    
    470,448
    
    483,997Net (decrease) increase in cash
    
    163
    
    158
    
    321Cash at the beginning of the period
    
    158
    
    -
    
    -Cash at end of period
    $
    321
    $
    158
    $
    321 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 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. As of April 30, 2008, the renovations on the property were still in progress and the
facility had not yet opened to the public. Management expects the completed facility to be
open to the public in early 2009.

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.

Development Stage Company:

The accompanying financial statements have been prepared in accordance
with the Statement of Financial Accounting Standards No. 7 Accounting and Reporting
by Development-Stage Enterprises. A development state enterprise is one in which
planned and principal operations have not commenced or if its operations have commenced,
there has been no significant revenue there from. Development-stage companies report
cumulative costs from the enterprises inception.

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 April 30, 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 April 30, 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.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.
Diversity exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance
Enterprises. This results in inconsistencies in the recognition and measurement of claim
liabilities. This Statement requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement requires
expanded disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to have a
material impact on the Companys financial position.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. The current GAAP hierarchy, as set forth
in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles, has been criticized because (1) it is directed to the auditor
rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed to
entities because it is the entity (not its auditor) that is responsible for selecting
accounting principles for financial statements that are presented in conformity with GAAP.
Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting
literature established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of FASB
162 is not expected to have a material impact on the Companys financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No.
133. Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities,
do not provide adequate information about how derivative and hedging activities affect an
entitys financial position, financial performance, and cash flows. SFAS No. 161
requires enhanced disclosures about an entitys derivative and hedging activities and
thereby improves the transparency of financial reporting. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does not
require, comparative disclosures for earlier periods at initial adoption. The adoption of
FASB 161 is not expected to have a material impact on the Companys financial
position.

In December 2007, the FASB issued SFAS No.160, Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No. 51. 
SFAS No.160 requires that the ownership interests in subsidiaries held by parties other
than the parent be clearly identified, labeled, and presented in the consolidated
statement of financial position within equity, in the amount of consolidated net income
attributable to the parent and to the noncontrolling interest on the face of the
consolidated statement of income, and that entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the interests of
the noncontrolling owners.  SFAS No.160 is effective for fiscal years, beginning on
or after December 15, 2008 and cannot be applied earlier.

In December 2007, the FASB issued Statement of Financial Accounting
Standards No. 141(revised 2007), Business Combinations, (FASB
141R). This standard requires that entities recognize the assets acquired,
liabilities assumed, contractual contingencies and contingent consideration measured at
their fair value at the acquisition date for any business combination consummated after
the effective date. It further requires that acquisition-related costs are to be
recognized separately from the acquisition and expensed as incurred. FASB 141R is
effective for fiscal years beginning after December 15, 2008.

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
non-controlling interest.

In December 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110, Use of a Simplified Method in Developing Expected Term
of Share Options (SAB 110). SAB 110 expresses the current view of the
staff that it will accept a companys election to use the simplified method discussed
in Staff Accounting Bulletin 107,Share Based Payment , (SAB 107), for
estimating the expected term of plain vanilla share options regardless of
whether the company has sufficient information to make more refined estimates. SAB 110
became effective for the Company on January 1, 2008. The adoption of SAB 110 is not
expected to have a material impact on the Companys financial position.

**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: **October 31, 2008**
    
    **April 30, 2008**Net operating loss
    carryforward
    $
    1,421,482
    $
    1,373,791Less valuation
    allowance
    
    (1,421,482)
    
    (1,373,791)Net deferred tax
    assets
    $
    0
    $
    0
  The Company incurred no federal or state income tax expense for the
three months ended October 31, 2008 and 2007, and for period from inception (April 26,
2006) to October 31, 2008, and utilized no tax carry forward losses. As of October 31, 2008 the Company has available net operating loss carry forwards of
$4,180,828 that expire through 2029. 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**  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 October
31, 2009. Accordingly, this debt has been presented as a non-current liability at October
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 January 31, 2009. 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 July 31, 2008 and April 30, 2008, the Company had recorded
$21,457 and $16,607 of accrued interest on the convertible notes payable to related party,
respectively. Interest expense on this note was $4,849 and $4,849 for the six months ended
October 31, 2008 and 2007, respectively, and $21,457 for the period from inception (April
26, 2006) to October 31, 2008. **Note 6  Convertible Notes Payable to Officers** Convertible notes payable to officers are as follows: Holder
    Terms
    
    October 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 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 January 31, 2009.
    $
    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 was
    due April 25, 2008. 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 January 31, 2009.
    
    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 was
    due October 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 January 31, 2009.
    
    6,500
    
    6,500Richard 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
    
    570Richard 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
    
    2,170Richard Margulies, President/CEO and Chairman of the
    Board of Directors and shareholder
    $5,910 note which accrues interest at 6% per annum and was
    due October 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 January 31, 2009.
    
    5,910
    
    5,910Richard Margulies, President/CEO and Chairman of the
    Board of Directors and shareholder
    $280 note which accrues interest at 6% per annum and was
    due October 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 January 31, 2009.
    
    280
    
    --Richard Margulies, President/CEO and Chairman of the
    Board of Directors and shareholder
    $4,205 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.
    
    4,205
    
    --Richard Margulies, President/CEO and Chairman of the
    Board of Directors and shareholder
    $4,110 note which accrues interest at 6% per annum and was
    due October 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 January 31, 2009.
    
    4,110
    
    --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 extend the maturity date of
    the obligation to January 31, 2009.
    
    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 extend
    the maturity date of the obligation to January 31, 2009.
    
    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 extend the maturity date
    of the obligation to January 31, 2009.
    
    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 was
    due July 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 January 31, 2009.
    
    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 January 31, 2009.
    
    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 was due October 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 January 31, 2009.
    $
    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 was due July 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 January 31, 2009.
    
    3,590
    
    3,590Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $29,980 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 January 31, 2009.
    
    29,980
    
    29,980Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $1,600 note which accrues interest at 6%
    per annum and was due April 25, 2008. 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 January 31, 2009.
    
    1,600
    
    1,600Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $2,100 note which accrues interest at 6%
    per annum and was due October 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 January 31, 2009.
    
    2,100
    
    2,100Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $2,112 note which accrues interest at 6%
    per annum and was due July 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 January 31, 2009.
    
    2,112
    
    2,112Frank 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
    
    3,900Frank 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
    
    1,600Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $660 note which accrues interest at 6%
    per annum and was due October 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 January 31, 2009.
    
    660
    
    -Frank Rovito, CFO, and a Director (Treasurer) and
    shareholder
    $1,000 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.
    
    1,000
    
    -Aaron Goldstein, a Director (Secretary) and
    shareholder
    $134,737 note which accrues interest at
    6% per annum and was due April 25, 2008. 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 January 31, 2009.
    
    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, 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 January 31, 2009.
    
    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 January 31, 2009.
    
    75,000
    
    75,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $2,000 note which accrues interest at 6%
    per annum and was due July 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 January 31, 2009.
    
    2,000
    
    2,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $13,000 note which accrues interest at
    6% per annum and was 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 January 31, 2009.
    
    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 January 31, 2009.
    
    179,523
    
    179,523Aaron Goldstein, a Director (Secretary) and
    shareholder
    $5,097 note which accrues interest at 6%
    per annum and was due October 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 January 31, 2009.
    
    5,097
    
    5,097Aaron Goldstein, a Director (Secretary) and
    shareholder
    $15,000 note which accrues interest at
    6% per annum and was due April 30, 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 January 31, 2009.
    
    15,000
    
    15,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $2,800 note which accrues interest at 6%
    per annum and was due July 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 January 31, 2009.
    
    2,800
    
    2,800Aaron Goldstein, a Director (Secretary) and
    shareholder
    $33,000 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. The shareholder has agreed to extend
    the maturity date of the obligation to January 31, 2009.
    
    33,000
    
    33,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $794 note which accrues interest at 6%
    per annum and was due October 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 January 31, 2009.
    
    794
    
    33,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $2,500 note which accrues interest at 6%
    per annum and was due October 31, 2008. The note is convertible into shares of common
    stock of the Company at a conversion price of $.002.
    
    2,500
    
    33,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $66,000 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 January 31, 2009.
    
    60,000
    
    60,000Aaron Goldstein, a Director (Secretary) and
    shareholder
    $15,233 note which accrues interest at
    6% per annum and was due October 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 January 31, 2009.
    
    15,233
    
    15,233695,794
    
    682,245Less: current portion
    
    695,794
    
    682,245$
    -
    $
    - As of October 31, 2008 future maturities of debt for the next two years
are as follows: **Years ending October 31:**2009
    
    695,794
 As of October 31, 2008 and April 30, 2007, the Company
had recorded $123,118 and $102,040 of accrued interest on the convertible notes payable to
officers, respectively. Interest expense on these notes was $21,139 and $18,903 for six
months ended October 31, 2008 and 2007, respectively, and $95,843 for the period from
inception (April 26, 2006) to october 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 October 31, 2008, MRG incurred $1,564,897 of rent
and real estate taxes under the lease, of which basic rent incurred to Brickell totaled
$1,039,294. The Companys Consolidated Statements of Operations for each of the six
months ended October 31, 2008 and 2007 includes $116,933 of basic rent, and $55,852 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 October 31, 2008, MRG
incurred $63,600 of rent expense under the sublease. The Companys Consolidated
Statements of Operations for each of the six months ended October 31, 2008 and 2007,
$3,600 of rent expense incurred by MRG under the sublease. On October 31, 2008 the Company
terminated the sub-lease agreement with Comp Tech Technologies, Inc. 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. Preferred shares converted to common On September 12, 2008, the Board of
Directors of the Company adopted resolutions calling for the Corporations acceptance
and for  the conversion of all the 167,650 issued and outstanding preferred stock of
the Company into common stock at the ratio of 100 shares of common stock for each share of
preferred stock as set forth in the schedule below. Based upon the conversion by
holders of the Companys preferred stock as set forth on the schedule below, a
total of 16,045,000 restricted shares of common stock of the Company to the
Companys affiliates and 720,000 shares to Robert Margulies, a non- affiliate as
follows: Name
    Number of Preferred Shares Being Converted
    Number of Shares of Common Stock to be IssuedRichard
    Margulies
    78,700
    7,870,000Aaron 
    M. Goldstein
    78,700
    7,870,000Frank Rovito
    3,050
    305,000Robert
    Margulies (Non-Affiliate)
    7,200
    720,000Total
    167,650
    16,765,000 Common stock issued on settlement of
accrued expenses On September 12, 2008 the Board of
Directors of the Company agreed and resolved to convert and as a result to issue 4,500,000
shares of the Companys common stock in consideration of certain amounts of accrued
and deferred compensation due and payable to 3 shareholders for an amount of $115,000.
This resulted in the recognition of a gain reflected in the Statement of Operations for
the period ended September 30, 2008 in the amount of $79,339. **Note 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
$4,180,828 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 July 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. On October 31, 2008 the Company terminated the sub-lease
agreement with Comp Tech Technologies, Inc. [4] 5 Year Table of obligations under
leases: The minimum future obligations for rent
under agreements outlined in [2] are as follows: **Years
    Ending October 31,**
    
    **Amounts**2009
    
    232,4782010
    
    239,4512011
    
    246,6332012
    
    254,0312013
    
    261,650Thereafter
    
    155,267$
    1,389,510
 PENDING SALE OF MRG SUBSIDIARY TO
CERTAIN AFFILIATED PARTIES On February 8, 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 December 31, 2008.