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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 endedOctober 31, 2005

 

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  ̈ No x

At October 31,2005, the Registrant had 2,636,262 shares of common stock, par value $0.001, issued andoutstanding.

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 October 31,2005 and 2004 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 the PeriodsEnded October 31, 2005 and 2004
During three-month period ended October31, 2005 and 2004, the Company had no revenues. The Company incurred operating expenses of$8,467 during the three-month period ended October 31, 2005 compared to operating expensesof $17,012 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 October 31, 2005, theCompany had total liabilities of $164,685 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 October 31,2005 and April 30, 2005 was $2,147,346 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 October 31, 2005, 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 CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the    Sarbanes-Oxley Act of 2002.32.2Certification    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 October 31, 2005.
**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 6, 2006*
                                  
/s/ Frank    Rovito    Frank Rovito       *Chief Financial Officer**   Dated: March 6, 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
October 31, 2005
Back to Table of Contents     **October    31, 2005**(Unaudited)
LIABILITIES    AND STOCKHOLDERS' EQUITY     Current    liabilities:      Accounts and accrued expenses payable$34,735      Accrued compensation payable115,500      Notes payable, shareholders14,450        Total current liabilities164,685             **Total liabilities**164,685Stockholders'    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 October 31, 20052,636      Additional paid-in capital1,980,025      Accumulated deficit(2,147,346)        Total stockholders' deficit(164,685)          **Total liabilities and stockholders' equity**$0  See    the notes to the financial statements, and the summary of significant accounting policies.**EAST    COAST DIVERSIFIED CORPORATION**Statements of Loss and Accumulated    Deficit (Unaudited)For    the Three and Six Months Ended October 31, 2005 and 2004Back to Table of Contents  **Three****Three****Six****Six****Months    ended****Months    ended****Months    ended****Months    ended****October    31, 2005****October    31, 2004****October    31, 2005****October    31, 2004**(Unaudited)(Unaudited)(Unaudited)(Unaudited)Revenues$-
$-$-
$-Operating expenses   Officers'    compensation-16,500-33,000   Professional fees8,40545010,9058,430   Miscellaneous    expenses6262125125Total operating expenses8,46717,01211,03041,555Loss from    operations(8,467)(17,012)(11,030)(41,555)  Other expenses   Interest expense244351489696Total other expenses244351489696  Net loss$(8,711)
$(17,363)$(11,519)
$
(42,251)  Loss per weighted average share of    common stock outstanding$(0.0033)
$(0.01)$(0.0044)$(0.016)Weighted average    number of shares of common stock outstanding2,636,2162,636,2162,636,216
2,636,216     See    the notes to the financial statements, and the summary of significant accounting policies.**EAST COAST DIVERSIFIED CORPORATION**Statements of Cash    Flows (Unaudited)For the Six Months Ended October 31, 2005 and 2004
Back to Table    of Contents
    **Six months ended**Six months ended**October 31, 2005**October 31, 2004
(Unaudited)
(Unaudited)**Cash    flows from operating activities:**      Net loss$(11,519)$(42,251)      Adjustments to reconcile net loss to net cash used by operating activities        Changes in operating assets and liabilities:        Increase in accounts and accrued expenses payable11,51942,251**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
$
-
$
-     See    the notes to the financial statements, and the summary of significant accounting policies.
**EastCoast Diversified Corporation**Summary of Significant AccountingPoliciesOctober 31, 2005Back to Tableof Contents
*Organization*

EastCoast Diversified Corporation (the "Company") was organized on May 24, 1994,under the laws of the State of Florida under the name Plantastic Corp and changed its nameto Viva Golf, USA Corp in April 1997. The Company acquired 100% of the issued andoutstanding shares of common stock of Lifekeepers International, Inc. in exchange for1,000,000 of its newly issued shares under an Agreement and Plan of Reorganization onOctober 22, 1998. In connection with this acquisition, the Company changed its name toLifekeepers International, Inc.

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

Duringthe year 2001, the Company discontinued its operations, and has been inoperative sincethat time. On May 29, 2003, the Company changed its name to East Coast DiversifiedCorporation. 
*Cashequivalents*
TheCompany considers certificates of deposit and other highly liquid investments purchasedwith maturities of ninety days or less to be cash equivalents.
*Estimates

Thepreparation of financial statements in conformity with generally accepted accountingprinciples requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosures of contingent assets and 

liabilitiesat the date of the financial statements and the reported amounts of revenues and expensesduring the reported period. Actual results may differ from these estimates.
*Incometaxes

TheCompany follows SFAS No. 109, "Accounting for Income Taxes." Under theasset and liability method of SFAS No. 109, deferred tax assets and liabilitiesare recognized for the future tax consequences attributable to differences between thefinancial statement carrying amounts of existing assets and liabilities and theirrespective tax bases. A valuation allowance has been provided for the Company's netdeferred tax asset, due to uncertainty of realization.
*Accountingbasis

TheCompany uses the accrual basis of accounting for financial statement reporting.Accordingly expenses are realized when the obligation is incurred. 
*Lossper share

TheCompany complies with the requirements of the Financial Accounting Standards Board issuedStatement of Financial Accounting Standards No. 128, "Earning per share"("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation anddisclosure requirements for earnings per share for entities with publicly held commonstock or potentially common stock. Net loss per common share, basic and diluted, isdetermined by dividing the net loss by the weighted average number of common sharesoutstanding. 

As ofOctober 31, 2005 and 2004, there are no dilutive equity instruments outstanding.
*Seethe notes to the financial statements.***EAST COAST DIVERSIFIED CORPORATIONNOTES TO THE FINANCIAL STATEMENTS***NOTE 1- NOTES PAYABLE, SHAREHOLDERS*
Notespayable, shareholders are as follows:
**2005****2004**$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. 
$ 
5,515 
$ 
5,515     $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    theconversion    price of $.002. The shareholder has agreed to extend the maturity date of the obligation    to December 31, 2006.4,1852,685$14,450$12,950
Interestaccrued on the above notes was $364 and $571 respectively for the six months ended October31, 2005 and 2004. Accounts and accrued expenses payable include $10,036 and $8,951 ofaccrued interest for the six months ended October 31, 2005 and 2004.
*NOTE 2– RELATED PARTY TRANSACTIONS*
OnApril 26, 2005 Thomas Craft, Ivo Heiden, and Richard Rubin resigned as board members, andwere replaced by Richard Margulies, Frank Rovito, and Aaron Goldstein. The Company accrued$0 and $33,000 of compensation respectively for the six months ended October 31, 2005 and2004 to the three above former board members of the Company. $115,500 and $99,000 remainedunpaid respectively as of October 31, 2005 and 2004.
*NOTE 3– DISCONTINUED OPERATIONS*
OnNovember 20, 2001, the Company discontinued its operations, and, except for the payment ofprofessional fees and officers’ compensation, has been inoperative since that time.
*NOTE 4- GOING CONCERN*
Thesefinancial statements are presented on the basis that the Company is a going concern. Goingconcern contemplates the realization of assets and the satisfaction of liabilities in thenormal course of business over a reasonable period of time. The Company has incurred netlosses of $11,519 and $42,251 respectively for the six months ended October 31, 2005 and2004, and, as of October 31, 2005, had incurred cumulative losses since inception of$2,147,346. 

TheCompany’s existence in the current and prior periods has been dependent upon advancesfrom related parties and other individuals, and obtaining additional capital andfinancing. 

TheCompany’s management believes that its ongoing efforts to raise additional capitalthrough the sale of equity securities and debt instruments will provide additional cashflows. However, there is no assurance that the Company will be able to obtain additionalfunding.

Thefinancial statements do not include any adjustments that might be necessary if the Companyis unable to continue as a going concern.
*NOTE 5– SUBSEQUENT EVENTS

InDecember 2005 the Company executed the following note agreements with related parties:

$10,000note payable to shareholder Aaron Goldstein, who is also the Treasurer and a Director ofthe Company, which accrues interest at 6% per annum and is due December 31, 2006. The noteis 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.

$2,005note payable to shareholder Richard Margulies, who is also the President and CEO of theCompany, which accrues interest at 6% per annum and is due December 31, 2006. The note isconvertible into shares of common stock of the Company at a conversion price of $.002. Theshareholder has the option to extend the maturity date of the obligation.

Theproceeds of the debt were used to pay $12,005 of professional fees accrued by the Company.

A$4,185 note payable to shareholder Ivo Heiden, which accrues interest at 10% per annum,was due February 3, 2006. The note is convertible into shares of common stock of theCompany at the conversion price of $.002. The shareholder agreed to extend the maturitydate of the obligation to December 31, 2006.**************