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**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**___________________**FORM 10-QSB**___________________

**ý                                QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the quarterly period endedJanuary 31, 2006

 

OR

 

** ̈                                TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the transition period from               to

 

Commissionfile number: 0-50356
 

**EAST COASTDIVERSIFIED CORPORATION**(Exact Name Of RegistrantAs Specified In Its Charter)

 

**NEVADA**
            
**55-0840109**

(State of Incorporation)
            
(I.R.S. Employer Identification No.)

 
                           
**2090 Oaktree Road, Suite 15,    Edison, NJ**
            
**08820**

(Address of Principal Executive Offices)
            
(ZIP Code)

 Registrant'sTelephone Number, Including Area Code: (732) 803-8000

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x No  ̈

At January 31, 2006, the Registrant had2,636,216 shares of common stock, par value $0.001, issued and outstanding.
Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). Yes x No  ̈

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

**ITEM1. FINANCIAL STATEMENTS**Backto Table of Contents

TheRegistrant's financial statements for the three and six-month periods ended January 31,2006 and 2005 are attached to this quarterly report.
Financial Statements

**ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION**Back to Table of Contents

The following discussion containsforward-looking statements. Forward-looking statements give our current expectations orforecasts of future events. You can identify these statements by the fact that they do notrelate strictly to historical or current facts. They use of words such as"anticipate," "estimate," "expect," "project,""intend," "plan," "believe," and other words and terms ofsimilar meaning in connection with any discussion of future operating or financialperformance. From time to time, we also may provide forward-looking statements in othermaterials we release to the public.

OverviewOur current activities are related to seeking a new business opportunity or businesscombination. We will use our limited personnel and financial resources in connection withsuch activities. It may be expected that entering into a new business opportunity orbusiness combination will involve the issuance of restricted shares of common stock. AtJuly 31, 2004, we have no cash or other liquid assets. 

Results of Operations for thePeriods Ended January 31, 2006 and 2005
During three-month period ended January31, 2006 and 2005, the Company had no revenues. The Company incurred operating expenses of$513 during the three-month period ended January 31, 2006 compared to operating expensesof $17,013 during the same period in the prior year. The Company's operating expensesconsist mainly of accounting and other professional fees.
Liquidity andCapital Resources

As of January 31, 2006, theCompany had total liabilities of $165,503 compared to total liabilities of $153,166 atApril 30, 2005. The increase in liabilities was mainly due to an increase in accounts andaccrued expenses payable consisting of accrued compensation due to management and a notepayable to a shareholder. Our accumulated deficit at January 31,2006 and April 30, 2005 was $2,148,164 and $2,135,827, respectively.
We have been dependent upon interimfunding by management and shareholders to pay our operating and administrative expenses.We have no written finance agreement with such shareholder to continue to advance fundingto pay these expenses. 
Aspart of our intent to seek new business opportunities and/or in effecting a businesscombination, we may determine to seek to raise funds from the sale of equity or othersecurities.We have no agreements to issue any equity securities or other securities andcannot predict whether equity or other sources of financing will become available at termsacceptable to us, if at all.

We anticipate that in connection withthe commencement of a new business opportunity or consummation of a business combination,we will issue a substantial number of additional restricted shares or other securities. Ifsuch additional securities are issued, our shareholders will experience a dilution intheir ownership interest in the Company. If a substantial number of shares are issued inconnection with a business combination, a change in control may be expected to occur.

Thereare no limitations in our articles of incorporation or bylaws on our ability to borrowfunds or raise funds through the issuance of restricted common stock to effect a businesscombination. Our limited resources and lack of operating history may make it difficult todo borrow funds or raise capital. Our inability to borrow funds or raise funds through theissuance of restricted common stock required to effect or facilitate a businesscombination may have a material adverse effect on our financial condition and futureprospects, including the ability to complete a business combination. To the extent thatdebt financing ultimately proves to be available, any borrowing will subject us to variousrisks traditionally associated with indebtedness, including the risks of interest ratefluctuations and insufficiency of cash flow to pay principal and interest, including debtof an acquired business. 

**ITEM 3.CONTROLS AND PROCEDURES**Back toTable of Contents
*Evaluation of disclosure controls and procedures.As of January 31, 2006, the Company's chief executive officer andchief financial officer conducted an evaluation regarding the effectiveness of theCompany'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 disclosurecontrols 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 changesoccurred in our internal control over financial reporting that materially affected, or isreasonably likely to materially affect, our internal control over financial reporting.

 

**PART II - OTHER INFORMATION**

**ITEM 1. LEGALPROCEEDINGS**Back to Table ofContents

The Registrant's officers and directorsare not aware of any threatened or pending litigation to which the Registrant is a partyor which any of its property is the subject and which would have any material, adverseeffect on the Registrant.

**ITEM 2.CHANGES IN SECURITIES**Back toTable of Contents

None.

**ITEM 3. DEFAULTS UPON SENIORSECURITIES**Back to Table ofContents

None.

**ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**Back to Table of Contents

None.

**ITEM5. OTHER INFORMATION**Backto Table of Contents

None.

**ITEM 6. EXHIBITS AND REPORTS ONFORM 8-K**Back to Table ofContents

(a) The following documents are filed as exhibits tothis report on Form 10-QSB or incorporated by reference herein. Any document incorporatedby reference is identified by a parenthetical reference to the SEC filing that includedsuch document.

Exhibit    No.Description31.1Certification    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 2002.31.2Certification    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 2002.32.1Certification    of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the    Sarbanes-Oxley Act of 2002.32.2Certification    of CEO 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, 2006.
**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and on the dateindicated.

/s/ Richard    Margulies    Richard Margulies*   Chief Executive Officer      Dated: March 7, 2006*
                                  
/s/ Frank    Rovito    Frank Rovito       *Chief Financial Officer**   Dated: March 7, 2006*
                            
**FinancialStatements**Back to Table of Contents
Financial Statements   Balance sheets7   Statements of loss and accumulated    deficit8   Statements    of cash flows9Summary    of significant accounting policies10Notes to the    financial statements10
 

**East Coast Diversified Corporation**
Balance Sheets
January 31, 2006
Back to Table of Contents     **January    31, 2006**(Unaudited)
LIABILITIES    AND STOCKHOLDERS' EQUITY     Current    liabilities:      Accounts and accrued expenses payable$23,548      Accrued compensation payable115,500      Notes payable, shareholders26,455        Total current liabilities165,503             **Total liabilities**165,503Stockholders'    deficit:      Preferred stock, $0.001 par value; 1,000,000 authorized, none outstanding-      Common stock, $0.001 par value; 74,000,000 shares authorized;         2,636,216 shares issued and outstanding at January 31, 20062,636      Additional paid-in capital1,980,025      Accumulated deficit(2,148,164)        Total stockholders' deficit(165,503)          **Total liabilities and stockholders' equity**$0  See    the notes to the financial statements, and the summary of significant accounting policies.**EAST    COAST DIVERSIFIED CORPORATION**Statements of Loss and Accumulated    Deficit (Unaudited)For    the Three and Nine Months Ended January 31, 2006 and 2005Back to Table of Contents  **Three****Three****Nine****Nine****Months    ended****Months    ended****Months    ended****Months    ended****January    31, 2006****January    31, 2005****January    31, 2006****January    31, 2005**(Unaudited)(Unaudited)(Unaudited)(Unaudited)Revenues$-
$-$-
$-Operating expenses   Officers'    compensation-16,500-49,500   Professional fees45045011,3558,880   Miscellaneous    expenses6363188188Total operating expenses51317,01311,54358,568Loss from    operations(513)(17,013)(11,543)(58,568)  Other expenses   Interest expense3053647941,060Total other expenses3053647941,060  Net loss$(818)
$(17,377)$(12,337)
$
(59,628)  Loss per weighted average share of    common stock outstanding$(0.0003)
$(0.0066)$(0.0047)$(0.0226)Weighted average    number of shares of common stock outstanding2,636,2162,636,2162,636,216
2,636,216     See    the notes to the financial statements, and the summary of significant accounting policies.**EAST COAST DIVERSIFIED CORPORATION**Statements of Cash    Flows (Unaudited)For the Nine Months Ended January 31, 2006 and 2005
Back to Table    of Contents
    **Nine months ended**Nine months ended**January 31, 2006**January 31, 2005
(Unaudited)
(Unaudited)**Cash    flows from operating activities:**      Net loss$(12,337)$(59,628)      Adjustments to reconcile net loss to net cash used by operating activities        Professional fees paid by shareholders notes12,005-        Changes in operating assets and liabilities:        Increase in accounts and accrued expenses payable33258,128**Net    cash used in operating activities**
-
(1,500)     **Cash    flows from financing activities**      Proceeds from shareholders notes payable-1,500**Net    cash provided by financing activities**-1,500  **Increase    in cash and cash equivalents**Cash    and cash equivalents, beginning of period
-
-**Cash    and cash equivalents, end of period**
$
-
$
-     Supplemental    disclosure of cash flow information:      Cash paid during the period for:        Income taxes$-$-        Interest expense
$
-
$
-     Non-cash    operating, investing and financing activities:        Professional fees paid by shareholders notes--        Professional fees recorded as expense$10,005$-         Prior period professional fees recorded as accounts payable,          paid during current period2,000-$12,005$-     See    the notes to the financial statements, and the summary of significant accounting policies.
**EastCoast Diversified Corporation**Summary of Significant AccountingPoliciesJanuary 31, 2006Back to Tableof Contents
*Organization*

East Coast Diversified Corporation (the "Company") wasorganized on May 24, 1994, under the laws of the State of Florida under the namePlantastic Corp and changed its name to Viva Golf, USA Corp in April 1997. The Companyacquired 100% of the issued and outstanding shares of common stock of LifekeepersInternational, Inc. in exchange for 1,000,000 of its newly issued shares under anAgreement and Plan of Reorganization on October 22, 1998. In connection with thisacquisition, the Company changed its name to Lifekeepers International, Inc.

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

During the year 2001, the Company discontinued its operations, and hasbeen inoperative since that time. On May 29, 2003, the Company changed its name to EastCoast Diversified Corporation. 
*Cash equivalents*
The Company considers certificates of deposit and other highly liquidinvestments purchased with maturities of ninety days or less to be cash equivalents.
*Estimates

The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosures of contingent assetsand liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reported period. Actual results may differ from theseestimates.
*Income taxes

The Company follows SFAS No. 109, "Accounting for IncomeTaxes." Under the asset and liability method of SFAS No. 109, deferred taxassets and liabilities are recognized for the future tax consequences attributable todifferences between the financial statement carrying amounts of existing assets andliabilities and their respective tax bases. A valuation allowance has been provided forthe Company's net deferred tax asset, due to uncertainty of realization.
*Accounting basis

The Company uses the accrual basis of accounting for financialstatement reporting. Accordingly expenses are realized when the obligation is incurred. 
*Loss per share

The Company complies with the requirements of the Financial AccountingStandards Board issued Statement of Financial Accounting Standards No. 128, "Earningper share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation,presentation and disclosure requirements for earnings per share for entities with publiclyheld common stock or potentially common stock. Net loss per common share, basic anddiluted, is determined by dividing the net loss by the weighted average number of commonshares outstanding. As of January 31, 2006 and 2005, there are no dilutive equityinstruments outstanding.
*See the notes to the financial statements.***EAST COAST DIVERSIFIED CORPORATIONNOTES TO THE FINANCIAL STATEMENTS
*NOTE 1 - NOTES PAYABLE, SHAREHOLDERS*
Notes payable, shareholders are as follows:
20052004$10,000 note payable to shareholder Aaron Goldstein,    who is also the Secretary, Vice-President and a Director of the Company, which accrues    interest at 6% per annum and is 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 the option to extend the maturity date    of the obligation.$10,000$-  $5,515 note payable to shareholder Ivo Heiden which accrues interest at    10% per annum and was due April 30, 2004. The note is convertible into shares of common    stock of the Company at the conversion price $0.002. The shareholder has agreed to extend    the maturity date of the obligation 
 to December 31, 2006.5,5155,515  $4,750 note payable to shareholder Ivo Heiden, which accrues interest at    10% per annum and was due April 30, 2004. The note is 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 December 31, 2006.4,7504,750  $4,185 note payable to shareholder Ivo Heiden, which accrues interest at    10% per annum and is 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 December 31, 2006. 
  
4,185 
  
2,685 $2,005 note payable to shareholder Richard Margulies, who    is also the President and CEO of the Company, which accrues interest at 6% per annum and    is 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 the option to extend the maturity date    of the obligation.2,005-$26,455$12,950
Interest accrued on the above notes was $606 and $872respectively for the nine months ended January 31, 2006 and 2005. Accounts and accruedexpenses payable includes $10,279 and $9,522 respectively of accrued interest for the ninemonths ended January 31, 2006 and 2005 on the above obligations.
*NOTE 2 – RELATED PARTY TRANSACTIONS*
On April 26, 2005 Thomas Craft, Ivo Heiden, and RichardRubin resigned as board members, and were replaced by Richard Margulies, Frank Rovito, andAaron Goldstein. The Company accrued $0 and $16,500 of compensation respectively for thenine months ended January 31, 2006 and 2005 to the three above former board members of theCompany. $115,500 and $99,000 remained unpaid respectively as of January 31, 2006 and2005. 
*NOTE 3 – DISCONTINUED OPERATIONS*
On November 20, 2001, the Company discontinued itsoperations, and, except for the payment of professional fees and officers’compensation, has been inoperative since that time.
*NOTE 4 - GOING CONCERN*
These financial statements are presented on the basisthat the Company is a going concern. Going concern contemplates the realization of assetsand the satisfaction of liabilities in the normal course of business over a reasonableperiod of time. The Company has incurred net losses of $12,337and $59,628 respectively forthe nine months ended January 31, 2006 and 2005, and, as of January 31, 2006, had incurredcumulative losses since inception of $2,148,164. The Company’s existence in thecurrent and prior periods has been dependent upon advances from related parties and otherindividuals, and obtaining additional capital and financing. The Company’s managementbelieves that its ongoing efforts to raise additional capital through the sale of equitysecurities and debt instruments will provide additional cash flows. However, there is noassurance that the Company will be able to obtain additional funding.

The financial statements do not include any adjustmentsthat might be necessary if the Company is unable to continue as a going concern.
*NOTE 5 – SUBSEQUENT EVENTS

A $4,185 note payable to shareholder Ivo Heiden, whichaccrues interest at 10% per annum, was due February 3, 2006. The note is convertible intoshares of common stock of the Company at the conversion price of $.002. The shareholderagreed to extend the maturity date of the obligation to December 31, 2006.****************