UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-Q/A







|___ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------





For the Quarterly Period Ended March 31, 2008



|___ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------





For the Transition Period From                to







INDEPENDENT FILM DEVELOPMENT CORPORATION

(Name of small business issuer specified in its charter)



|                                         |  |                    
|---------------------------------------- |  | -------------------
|Nevada                                   |  | 56-2676759         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|190 N. Canon Drive Suite 420             |  |                    
|Beverly Hills, CA                        |  | 90210              
|(Address of principal executive offices) |  | Zip Code)          
|                                         |  |                    
|                                         |  |                    





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes   T     No   £



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   £     No   T



Indicate by check mark whether the registrant is a large accelerated filer, anon accelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.



Large accelerated filer  ___                                                     Accelerated filer                   ___



Non-accelerated filer   ___                                                    Smaller reporting company   X





As of March 31, 2008, the issuer had  8,400,000 shares of common stock outstanding and 0 shares of preferred stock outstanding.



Transitional Small Business Disclosure Format:     Yes   £     No   T

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|PART I — FINANCIAL INFORMATION                                      | 1                                                                                                                             
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------
|                                                                    |                                                                                                                               
|Item 1. Financial Statements                                        | 1                                                                                                                             
|                                                                    |                                                                                                                               
|                                                                    | Balance Sheets as of March 31, 2008 (unaudited)                                                                               
|                                                                    |                                                                                                                               
|                                                                    | Statements of Operations (unaudited) - For the six months ended March 31, 2008 and cumulative from inception to March 31, 2008
|                                                                    |                                                                                                                               
|                                                                    | Statements of Cash Flows (unaudited) - For the six months ended March 31, 2008 and cumulative from inception to March 31, 2008
|                                                                    |                                                                                                                               
|                                                                    | Notes to Financial Statements                                                                                                 
|                                                                    |                                                                                                                               
|Item 2. Managements Discussion and Analysis or Plan of Operation   | 27                                                                                                                            
|                                                                    |                                                                                                                               
|Item 3. Controls and Procedures                                     | 38                                                                                                                            
|                                                                    |                                                                                                                               
|PART II  OTHER INFORMATION                                         | 38                                                                                                                            
|                                                                    |                                                                                                                               
|Item 1. Legal Proceedings                                           | 38                                                                                                                            
|                                                                    |                                                                                                                               
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 39                                                                                                                            
|                                                                    |                                                                                                                               
|Item 3. Defaults Upon Senior Securities                             | 40                                                                                                                            
|                                                                    |                                                                                                                               
|Item 4. Submission of Matters to a Vote of Security Holders         | 40                                                                                                                            
|                                                                    |                                                                                                                               
|Item 5. Other Information                                           | 40                                                                                                                            
|                                                                    |                                                                                                                               
|Item 6. Exhibits and Reports on Form 8-K                            | 41                                                                                                                            
|                                                                    |                                                                                                                               
|SIGNATURES                                                          | 42                                                                                                                            



---

PART I  FINANCIAL INFORMATION



Item 1. Financial Statements



The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (Commission). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Companys Report on form 10, as amended, previously filed with the Commission.

---



|Independent Film Development Corporation
(a Development Stage Company)
Balance Sheet
(Unaudited)
(Restated)
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|ASSETS                                                                                                     
|                                                                                                           
|Current Assets                                                                                             
|                                                                                                           
|Cash in bank                                                                                               
|                                                                                                           
|Securities Mainline Films                                                                                  
|Securities Imperia Entertainment                                                                           
|Securities Signature Entertainment                                                                         
|                                                                                                           
|Total Current Assets                                                                                       
|                                                                                                           
|TOTAL ASSETS                                                                                               
|                                                                                                           
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                        
|                                                                                                           
|Current Liabilities                                                                                        
|Bank overdraft                                                                                             
|                                                                                                           
|Total Current Liabilities                                                                                  
|                                                                                                           
|Deferred income taxes                                                                                      
|                                                                                                           
|Total Liabilities                                                                                          
|                                                                                                           
|Stockholders Equity                                                                                       
|                                                                                                           
|Common stocks , $.0001 par value                                                                           
|Authorized shares; 500,000,000                                                                             
|Issued and outstanding shares;                                                                             
|and 8,400,000 at March 31, 2008                                                                            
|                                                                                                           
|Preferred Stock, .0001 par value                                                                           
|Paid in capital                                                                                            
|Retained earnings (deficit)                                                                                
|                                                                                                           
|Net unrealized appreciation on investments,
net of income tax of $1,344,106                                
|                                                                                                           
|Total Stockholders' Equity                                                                                 
|                                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                 
|                                                                                                           
|See accompanying notes to financial statements                                                             



---



|Independent Film Development corporation
(a Development Stage Company)
Statement of Operations
(Unaudited)
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|Income                                                                                                    
|                                                                                                          
|Total Income                                                                                              
|                                                                                                          
|Operating Expenses                                                                                        
|General and Administrative                                                                                
|                                                                                                          
|Total Expenses                                                                                            
|                                                                                                          
|Net loss before investment                                                                                
|Gain and income taxes provision                                                                           
|                                                                                                          
|Net unrealized investment gain, net of                                                                    
|Estimated income tax of $1,344,106                                                                        
|                                                                                                          
|Net income                                                                                                
|                                                                                                          
|See accompanying notes to financial statements                                                            



---



|Independent Film Develiopment corporation
(a Development Stage Company)
Statement of Operations
(Unaudited)
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                       
|                                                                                                           
|Cash from operating activities                                                                             
|Net income                                                                                                 
|                                                                                                           
|Adjustments to reconcile net income to net cash                                                            
|Provided in operating activities:                                                                          
|                                                                                                           
|Net unrealized investment gain, net of                                                                     
|Estimated income taxes                                                                                     
|                                                                                                           
|Total cash used in operating activities                                                                    
|                                                                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                       
|                                                                                                           
|Cash from investing activities                                                                             
|Proceeds from sale of common stock                                                                         
|Activities from related parties, net                                                                       
|                                                                                                           
|Total cash from investing activities                                                                       
|                                                                                                           
|INCREASE (DECREASE) IN CASH                                                                                
|BEGINNING CASH                                                                                             
|                                                                                                           
|ENDING CASH                                                                                                
|                                                                                                           
|Supplemental disclosure of cash flow information:                                                          
|                                                                                                           
|Interest paid                                                                                              
|                                                                                                           
|Income tax paid                                                                                            
|                                                                                                           
|Other non-cash investing activities:                                                                       
|Common stock issued to acquire
Imperia Entertainment, Inc. and Signature Entertainment                     
|and Mainline films.                                                                                        
|                                                                                                           
|                                                                                                           
|See accompanying notes to financial statements                                                             



---



|                                               |             |           |            | Deficit     |                 |            
|---------------------------------------------- | ----------- | --------- | ---------- | ----------- | --------------- | -----------
|                                               | Number of   | Common    |            | Accumulated | Net unrealized  |            
|                                               | Shares      | Stock at  | Paid in    | During      | Appreciation on |            
|                                               | Outstanding | Par Value | Capital    | Development | Investments     | Total      
|                                               |             |           |            |             |                 |            
|Beginning balance                              | --          | $    --   | $    --    | $    --     | $    --         | $    --    
|                                               |             |           |            |             |                 |            
|Stocks issued for cash                         | 5,000,000   | 500       |            |             |                 | 500        
|                                               |             |           |            |             |                 | 500        
|Balance Sept. 30, 2007                         | 5,000,000   | 500       |            |             |                 |            
|                                               |             |           |            |             |                 |            
|Stocks issued for                              |             |           |            |             |                 |            
|Imperia Entertainment                          |             |           |            |             |                 |            
|And Signature Ent.                             | 2,400,000   | 240       | 99,760     | --          | --              | 100,000    
|                                               |             |           |            |             |                 |            
|Stocks issued for                              |             |           |            |             |                 |            
|Mainline Films, Inc.                           | 1,000,000   | 100       | 199,900    | --          | --              | 200,000    
|                                               |             |           |            |             |                 |            
|Loss six months ended                          |             |           |            |             |                 |            
|March 31, 2008                                 | --          | --        | --         | (2,098)     |                 | (2,098)    
|                                               |             |           |            |             |                 |            
|Unrealized appreciation                        |             |           |            |             |                 |            
|On investments, net                            |             |           |            |             |                 |            
|of income taxes                                |             |           |            |             |                 |            
|of $1,344,106                                  | --          | --        | --         | --          | 2,609,147       | 2,609,147  
|                                               |             |           |            |             |                 |            
|Balance March 31, 2008                         | 8,400,000   | $   840   | $  299,660 | $  (2,098)  | $  2,609,147    | $ 2,907,549
|                                               |             |           |            |             |                 |            
|See accompanying notes to financial statements



---

Independent Film Development Corporation

Development Stage Company)

Notes to Financial Statements

March 31, 2008



NOTE 1: HISTORY OF OPERATIONS



Business Activity.



Independent Film Development Corporation was incorporated on September 14, 2007 in the State of Nevada.  The Company intends to file an election to operate as a Business Development Company (BDC) under Section 54(a) of the Investment Company Act of 1940 (1940 Act).

The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7.



NOTE 2  SIGNIFICANT ACCOUNTING POLICIES



Going Concern



The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated any significant revenue during the period September 14, 2007 (inception) thorough March 31, 2008 and has funded its operations primarily through the issuance of equity. This matter raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, the Companys ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence:



Management intends to raise financing through private equity financing or other means and interests that it deems necessary.  The Company, as described above, is in the business of investing in operations of other companies. There can be no assurance that the Company will be successful in its endeavor.



Basis of Presentation



The Company intends to file an election to become a Business Development Company (BDC). Under the rules governing a BDC, the Company does not consolidate the results of its portfolio companies but assigns a fair market value as determined by the board of directors to these operations. The results of the portfolio companies are not included in the statements of the Company and are carried only as an investment on the balance sheet of the Company.





Cash Equivalents



Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.



Stock Based Compensation.



The Company intends to file an election to become a Business Development Company which is not allowed to issue stock as compensation.



Estimates.



The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.



Fair Value of Financial Instruments.



The carrying amounts for the Companys cash, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Concentration of Credit Risk



The Company places its cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit.  The Company will extend credit based on an evaluation of the customers financial condition, generally without collateral.  Exposure to losses on receivables is principally dependent on each customers financial condition.  The Company will monitor its exposure for credit losses and maintains allowances for anticipated losses, if required.



Advertising Costs



Advertising costs are expensed as incurred. There were no advertising expenses for the period September 14, 2007 (inception) through March 31, 2008.



Income Taxes



The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.



Basic and Diluted Income/(Loss) Per Share:



In accordance with SFAS No. 128, "Earnings Per Share," the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the  weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2008, the Company does not have any equity or debt instruments outstanding that can be converted into common stock.



Segment Reporting



Based on the Company's integration and management strategies, the Company operates in a single business segment. For the period September 14, 2007 (inception) through March 31, 2008, the Company had no revenue.



Revenue Recognition



Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.  The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has  been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.





Valuation of Investments.



The Company classifies its investments in accordance with the requirements of the 1940 Act.  Under the 1940 Act, Control Investments are defined as investments in companies in which MCG owns more than 25% of the voting securities or maintains greater than 50% of the board representation.  Under the 1940 Act, Affiliate Investments are defined as those non-control investments in companies in which MCG owns between 5% and 25% of the voting securities.  Under the 1940 Act, Non-affiliate Investments are defined as investments that are neither Control Investments nor Affiliate Investments.



All investments are carried at fair value with any adjustments recorded in the statement of operations as investment gains (losses)  unrealized.  The Company determines the value of each investment in its portfolio on a quarterly basis.  Value, as defined in Section 2(a)(41) of the Investment Company Act of 1940, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is determined in good faith by the board of directors.  Since there is typically no readily available market for the investments in the Companys portfolio, the Company values substantially all of its investments at fair value as determined in good faith by the board of directors pursuant to a valuation policy and a consistent valuation process.  At March 31, 2008, 100% of the Companys total assets represented investments all of which are valued at fair value.  Because of the inherent uncertainity of determining the fair value of investments that do not have a readily available market value, the fair value of the Companys investments determined in good faith by the board of directors may differ significantly from the values that would have been used has a ready market existed for the investments, and the differences could be material.



There is no single standard for determining fair value in good faith.  As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment.  The Company must determine the fair value of each individual investment on a quarterly basis and record changes in fair value as unrealized appreciation or depreciation on investments in its statement of operations.



Because of the type of investments that the Company makes and the nature of its business, the Companys valuation process requires an analysis of various factors.  The Companys fair value methodology includes the examination of, among other things, the underlying investment performance, financial condition and market changing events that impact valuation.



Securities that are traded in the over-the-counter market or on a stock exchange generally will be valued at the average of the prevailing bid and ask price on the date of the relevant period end.  However, restricted or thinly traded public securities may be valued at discounts from the public market value due to the restrictions on sale.   It is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the boards direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the methods used in valuing each issue of security in the Companys portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.



Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation



Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the year, net of recoveries.  Net change in unrealized appreciation or depreciation primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.



NOTE 4: RECENT ACCOUNTING PRONOUNCEMENTS



In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157 "Fair Value Measurements" ("SFAS No. 157"). The Company is currently assessing the impact that SFAS No. 159 will have on its financial statements.



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which is an amendment of Accounting Research Bulletin (ARB) No. 51.  This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest.  This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Based on current conditions, the Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.





In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations.  This statement replaces FASB Statement No. 141, Business Combinations. This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.



In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2), which delays the effective date of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157) for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. We are currently evaluating the impact of adopting FSP FAS 157-2 for non-financial assets and non-financial liabilities on our financial position, cash flows, and results of operations.  We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.



NOTE 5: RELATED PARTY TRANSACTIONS



On September 24, 2007, 5,000,000 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $500 cash.



NOTE 6:

PORFOLIO COMPANY ACQUISITIONS



On November 29, 2007 the Company entered into an exchange agreement with Imperia Entertainment, Inc. and certain stockholders of Imperia Entertainment, Inc.   Under the terms of the exchange the Company issued to the Imperia Entertainment, Inc. shareholders, 2,200,000 shares of common stock.   In exchange Imperia issued to the Company 220,000 shares of convertible preferred shares, each convertible into 100,000 shares of  Imperias common stock.  Of the 2,200,000 shares issued, 1,000,000 were issued to Kenneth Eade, the Companys



President and a Director and 1,000,000 to George Ivakhnik, the Companys Vice-President and a Director .  The acquisition was valued at the fair market value of the stock acquired.



On January 1, 2008, the Company advanced the costs to form Signature Entertainment, LLC, a limited liability company with a plan of operations to engage in film distribution.  Signature Entertainment has not yet been capitalized.  When in formation, Signature issued a Confidential Private Placement Memorandum to capitalize itself, but abandoned the offering and anticipates that it will enter into an operating agreement with its incoming management, which will involve the exchange of membership interests for distribution leads.  As of the present time, Signature has issued no membership interests and the Company is the only member of the LLC.



On March 18, 2008, the company acquired 50% of Mainline Films, LLC, in exchange for 1,000,000 shares of common stock issued to CEO and director Jeff Ritchie.



NOTE 7  RESTATEMENTS



The financial statements as of March 31, 2008 and for the six month period then ended have been restated to properly record the net unrealized appreciation on investments, net of applicable income taxes and to record the fair value of investments acquired during the three month period ended March 31, 2008.



|Balance Sheet                                                                                                            | Original     | Adjustment    |     | As restated 
|------------------------------------------------------------------------------------------------------------------------ | ------------ | ------------- | --- | ------------
|                                                                                                                         |              |               |     |             
|Investments                                                                                                              | $4,053,353   | $199,990      | (A) | $4,253,253  
|Total assets                                                                                                             | $4,053,353   | 199,990       |     | 4,253,253   
|                                                                                                                         |              |               |     |             
|Current liabilities                                                                                                      | 1,598        |               |     | 1,598       
|Deferred income taxes                                                                                                    | --           | 1,344,106     | (B) | 1,344,106   
|Total liabilities                                                                                                        | 1,598        | 1,344,106     |     | 1,345,704   
|                                                                                                                         |              |               |     |             
|Common stock                                                                                                             | 840          |               |     | 840         
|Paid in capital                                                                                                          | 4,053,013    | (3,753,353)   | (B) | 299,660     
|Retained earnings (deficit)                                                                                              | (2,098)      | --            |     | (2,098)     
|Net unrealized appreciation                                                                                              |              |               |     |             
|On investments, net of                                                                                                   |              |               |     |             
|Income tax of $1,344,106                                                                                                 | --           | 2,609,147     | (B) | 2,609,147   
|Total stockholders equity                                                                                               | 4,051,755    | (1,144,206)   |     | 2,907,549   
|Total liabilities and                                                                                                    |              |               |     |             
|stockholders equity                                                                                                     | 4  4,053,353 | 199,990       |     | $ 4,253,253 
|                                                                                                                         |              |               |     |             
|Statement of Operations                                                                                                  |              |               |     |             
|                                                                                                                         |              |               |     |             
|Total expenses                                                                                                           | $ 2,098      | $  --         |     | $  2,098    
|Net loss before investment gain                                                                                          |              |               |     |             
|And income taxes tax                                                                                                     | (2,098)      | --            |     | (2,098)     
|                                                                                                                         |              |               |     |             
|Net unrealized investment gain,                                                                                          |              |               |     |             
|Net of estimated tax                                                                                                     | --           | 2,609,147     | (B) | 2,609,147   
|                                                                                                                         |              |               |     |             
|Net income (loss)                                                                                                        | $  (2,098)   | $  2,609, 147 |     | $ 2,609, 049
|                                                                                                                         |              |               |     |             
|Net unrealized investment gain,                                                                                          |              |               |     |             
|Net of estimated income taxes                                                                                            | --           | (2,609,147)   |     | (2,609,147) 
|                                                                                                                         |              |               |     |             
|Total cash used in
operating  activities                                                                                 | (2,098)      | --            |     | (2,098)     
|                                                                                                                         |              |               |     |             
|Bank overdraft                                                                                                           | 1,598        | --            |     | 1,598       
|                                                                                                                         |              |               |     |             
|Proceeds from sale of stock                                                                                              | 500          | --            |     | 1,598       
|                                                                                                                         |              |               |     |             
|Ending cash                                                                                                              | --           | --            |     | --          
|                                                                                                                         |              |               |     |             
|Common stock issued to                                                                                                   |              |               |     |             
|Acquire investments                                                                                                      | 4,053,353    | (3,753,353)   |     | 300,000     
|                                                                                                                         |              |               |     |             
|                                                                                                                         |              |               |     |             
|(A) To correct the fair value of investment acquired during the three months ended March 31, 2008                       
|(B) To record the net unrealized investment gain net of estimated income taxes for the three months ended March 31, 2008
|                                                                                                                         |              |               |     |             
|                                                                                                                         |              |               |     |             

Item 2:  Managements Discussion and Analysis or Plan of Operation



The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Managements Discussion and Analysis or Plan of Operation contained in the Companys Report on Form 10 for the period ended December 31, 2007, as amended, filed with the Securities and Exchange Commission on April 23, 2008.



Forward Looking Statements



This discussion and the accompanying financial statements (including the notes thereto) may contain forward-looking statements that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward looking statements are based on the Companys current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under Risk Factors in Part II Item 1a. and those included elsewhere in this filing.For a more detailed discussion of risks and uncertainties, see the Companys public filings made with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements.



Plan of Operations

The Company has filed a Form N-54A, to be regulated as a business development company ("BDC") under the Investment Company Act of 1940 ("1940 Act").  The Company intends to invest in companies with historically profitable results, strong balance sheets, high profit margins, and solid management teams in place.  The Company will seek to leverage the combined talents of an experienced management team to invest in those types of companies and to enhance shareholder value.



A business development company is defined and regulated by the 1940 Act. A business development company must be organized in the United States for the purpose of investing in or lending primarily to private companies and making managerial assistance available to them. A business development company may use capital provided by public shareholders and from other sources to invest in long-term, private investments in businesses. A business development company provides shareholders the ability to retain the liquidity of a publicly traded stock, while sharing in the possible benefits, if any, of investing primarily in privately owned companies.



As a business development company, the Company may not acquire any asset other than qualifying assets", unless, at the time we make the acquisition, the value of our qualifying assets represents at least 70% of the value of our total assets.



The principal categories of qualifying assets relevant to our business are:



•

Securities purchased in transactions not involving any public offering, the Company of which is an  eligible portfolio company;

•

Securities received in exchange for or distributed with respect to securities described in the bullet above or pursuant to the exercise of options, warrants or rights relating to such securities; and



•

Cash, cash items, government securities or high quality debt securities (within the meaning of the 1940 Act), maturing in one year or less from the time of investment.



An eligible portfolio company is generally a domestic company that is not an investment company (other than a small business investment company wholly owned by a business development company); and



•

Does not have a class of securities registered on an exchange or a class of securities with respect to which a broker may extend margin credit; or



•

Is actively controlled by the business development company and has an affiliate of a business development company on its board of directors.



To include certain securities described above as qualifying assets for the purpose of the 70% test, a business development company must make available to the Company of those securities significant managerial assistance such as providing significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company or making loans to a portfolio company.  The Company offers to provide managerial assistance to each of its portfolio companies.



As a business development company, the Company is entitled to issue senior securities in the form of stock or senior securities representing indebtedness, including debt securities and preferred stock, as long as each class of senior security has asset coverage of at least 200% immediately after each such issuance.  See "Risk Factors."



The Company may be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the Securities and Exchange Commission ("SEC").



As a business development company, the Company's primary goal is to increase its net assets by investing in private development stage or start-up companies that possess or will likely identify emerging and established technologies and markets for those technologies. These private businesses are thinly capitalized, unproven, small companies that lack management depth, are dependent on new, commercially unproven technologies and have no history of operations. It is the goal of the Company to assemble a diverse portfolio of companies, which will leverage the combined talents of an experienced management team to incubate these companies and seek to enhance shareholder value.  As a result, the Company will focus on making equity and not debt investments.



The Company will likely be periodically examined by the SEC for compliance with the 1940 Act. As with other companies regulated by the 1940 Act, a business development company must adhere to certain substantive regulatory requirements.  A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act.  Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.  Furthermore, as a business development company, the Company is prohibited from protecting any director or officer against any liability to the Company or our shareholders arising from willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.



The Company must maintain a code of ethics that establishes procedures for personal investment and restricts certain transactions by our personnel.  The Company's code of ethics generally does not permit investment by our employees in securities that may be purchased or held by us.  As a business development company under the 1940 Act, we are entitled to provide loans to our employees in connection with the exercise of options. However, as a result of provisions of the Sarbanes-Oxley Act of 2002, the Company is prohibited from making new loans to, or materially modifying existing loans with, its executive officers in the future.



The Company may not change the nature of its business so as to cease to be, or withdraw our election as, a business development company unless authorized by vote of a "majority of the outstanding voting securities," as defined in the 1940 Act, of our shares. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company's shares present at a meeting if more than 50% of the outstanding shares of such company are present and represented by proxy or (ii) more than 50% of the outstanding shares of such company. Since the Company made its business development company election, it has not made any substantial change in the nature of its business.



The Company intends to fund new investments using cash, through the issuance of its common stock, the reinvestment of previously accrued interest and dividends in debt or equity securities, or the current reinvestment of interest and dividend income through the receipt of a debt or equity security (payment-in-kind income).  From time to time, the Company may also opt to reinvest accrued interest receivable in a new debt or equity.



(a)  Valuation Methodology.



The Company will determine the value of each investment in our portfolio on a quarterly basis, and changes in value result in unrealized gains or losses being recognized.  Fair value is defined in Section 2(a)(41) of the 1940 Act as (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the board of directors. Since there is typically no readily ascertainable market value for the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by the board of directors pursuant to a valuation policy and a consistently applied valuation process.  Because of the inherent uncertainty of determining the fair value of investments that do not have a readily ascertainable market value, the fair value of our investments determined in good faith by the board of directors may differ  significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.



There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.



The Company's investment in Portfolio Companies will be carried at cost (which approximates fair value) as this investment represents a continuation of the Company's former business prior to its election as a BDC, and is under common control at date of transfer.



Unlike banks, the Company is not permitted to provide a general reserve for anticipated loan losses. Instead, the Company is required to specifically value each individual investment on a quarterly basis.  The Company will record unrealized depreciation on investments when it believes that an investment has become impaired. Conversely, the Company will record unrealized appreciation if it believes that the underlying portfolio company has appreciated in value and, therefore, our equity security has also appreciated in value.



As a business development company, the Company will invest in liquid and illiquid securities, including debt and equity securities primarily of private companies.  Our investments will generally be subject to restrictions on resale and generally have no established trading market. Because of the type of investments that the Company makes and will make, and the nature of its business, its valuation process requires an analysis of various factors.  Our fair value methodology includes the examination of, among other things, the underlying investment performance, financial condition, and market changing events that impact valuation.



The Company has historically experienced operating losses and negative cash flow.  The Company expects that these operating losses and negative cash flows may continue through additional periods.  In addition, the Portfolio Company only has a limited record of revenue- producing operations and there is only a limited operating history upon which to base an assumption that it will be able to achieve its business plans.



During the next twelve months, the Company plans to satisfy its cash requirements by additional equity financing. The Company has no current material commitments. The Company intends to undertake private placements of its common stock in order to raise future development and operating capital. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its stock and equity offerings of private companies it may invest in.  There can be no assurance that the Company will be successful in raising the capital it requires through the sale of its common stock.  The Company does not anticipate any product research and development in the next twelve months.



The Company has no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations,  liquidity, capital expenditures or capital resources that is material to investors.





28

Critical Accounting Estimates and Policies



The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Registration Statement. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.



We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see note 1 to the financial statements for the year ended December 31, 2007 and note 1 to the financial statements included in this Form 10.





Basis of Presentation-

The Company has filed an election to become a Business Development Company (BDC).

Under the rules governing a BDC, the Company does not consolidate the results of its portfolio companies but assigns a fair market value as determined by the board of directors to these operations. The results of the portfolio companies are not included in the statements of the Company and are carried only as an investment on the balance sheet of the Company.



Cash Equivalents



Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.



Stock Based Compensation.

The Company is a Business Development Company which is not allowed to issue stock as compensation.



Estimates.

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.



Fair Value of Financial Instruments.



The carrying amounts for the Companys cash, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.



Concentration of Credit Risk



The Company places its cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit.  The Company will extend credit based on an evaluation of the customers financial condition, generally without collateral.  Exposure to losses on receivables is principally dependent on each customers financial condition.  The Company will monitor its exposure for credit losses and maintains allowances for anticipated losses, if required.



Advertising Costs



Advertising costs are expensed as incurred. There were no advertising expenses for the period September 14, 2007 (inception) through March 31, 2008.



Income Taxes



The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.





Basic and Diluted Income/(Loss) Per Share:



In accordance with SFAS No. 128, "Earnings Per Share," the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the  weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2008, the Company does not have any equity or debt instruments outstanding that can be converted into common stock.



Segment Reporting



Based on the Company's integration and management strategies, the Company operates in a single business segment. For the period September 14, 2007 (inception) through March 31, 2008, the Company had no revenue.



Revenue Recognition



Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.  The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has  been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.



Valuation of Investments.

As required by the Securities and Exchange Commissions Accounting Series Release (ASR) 118, the investment committee of the Company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination

of such value, and to make the actual calculations pursuant to the boards direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the methods used in valuing each issue of security in the Companys portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Companys business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets are valued at fair value as determined in good faith by or under the direction of the Board of Directors (which is based, in part, on quoted market prices). Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Companys portfolio companies, the relative prices of alternative investments, general market conditions and supply and demand imbalances for a particular security.

Neither the Companys investments nor an investment in the Company is intended to constitute a balanced investment program. The Company will be subject to exposure in the publicmarket pricing and the risks inherent therein.





Item 4: Controls and Procedures



As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company carried out an evaluation under the supervision and with the participation of the Companys management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures as of March 31, 2008. In designing and evaluating the Companys disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Companys management was required to apply its reasonable judgment. Furthermore, management considered certain matters deemed by the Companys independent auditors to constitute a material weakness in the Companys internal control over financial reporting described below. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2008, due to the material weakness in internal control over financial reporting described in the Companys Form 10 for the period ended December 31, 2007 filed with the Securities and Exchange Commission on April 23, 2008, the Companys disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



Item 4T: Controls and Procedures



This item is not applicable because the registrant is not required to file for a fiscal year ending on or after December 31, 2007 but before December 15, 2008.





PART II  OTHER INFORMATION



Item 1. Legal Proceedings



In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.



38

Item 1A Risk Factors



We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occur, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.





RISKS RELATED TO OUR BUSINESS





We Will Need to Raise  Capital to Finance Operations



Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a  combination of borrowings and from the sale of common stock to third parties. We will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.



There is Substantial Doubt About Our Ability to Continue as a Going Concern, which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding



The report of our independent accountants on our December 31, 2007 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly



Prior to this offering, there has been no market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.



We Could Fail to Retain or Attract Key Personnel



Our future success depends, in significant part, on the continued services of Kenneth Eade. We cannot assure you that we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We do not presently maintain key-man life insurance policies on any of our management.



Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable



Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.



Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders



Our executive officers and directors, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests of the other stockholders.



RISKS RELATED TO OUR OPERATION AS A BUSINESSDEVELOPMENT COMPANY



We May Change Our Investment Policies Without Further Shareholder Approval.



Althoughwe are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment must satisfy, nor the industries in which those investments must operate. We may make investments without shareholder approval and such investments may deviate significantly from our historic operations. Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.



Our Investments May Not Generate Sufficient Income to Cover Our Operations



We intend to make investments into qualified companies that will provide the greatest overall return on our investment. However, certain of those investments may fail, in which case we will not receive any return on our investment. In addition, our investments may not generate income, either in the immediate future, or at all. As a result, we may have to sell additional stock, or borrow money, to cover our operating expenses. The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



The following securities were issued by Independent Film Development Corp. within the past three years and were not registered under the Securities Act.



On September 24, 2007, 5,000,000 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933.



On November 29, 2007, 1,000,000 shares of common stock were issued to officer and director Kenneth Eade, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.



On November 29, 2007, 1,000,000 shares of common stock were issued to officer George Ivakhnik, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.



On November 29, 2007, 200,000 shares of common stock were issued to Gregory Allen Webb, in exchange for preferred stock in Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.



On November 29, 2007, 200,000 shares of common stock were issued to Jeff Volpe, in exchange for preferred stock in Imperia Entertainment, Inc.



On March 18, 2008, 1,000,000 shares of common stock were issued to officer and director Jeff Ritchie in exchange for a 50% interest in Mainline Films, LLC, a private company with three films in development, pursuant to Section 4(2) of the Securities Act of 1933.



---



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



None.



40



Item 6. Exhibits and Reports on Form 8-K



|Exhibit No. |  | Description                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer.                                                                                  
|            |  |                                                                                                                                                                       
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K:



Reports on Form 8-K are as follows:

Item 8.01 Report filed on May 13, 2008, proposed advertisement for Regulation 1E offering

Item 5.02 report filed April 23, 2008, independent director additions to the board of directors

Item 8.01 report filed April 21, 2008, code of ethics

Item 5.02 report filed March 21, 2008, additions to board of directors

Item 8.01 report filed on April 21, 2008, Code of Ethics

Item 5.02 report filed April 23, 2008, appointment of directors

Item 9.01 report filed May 13, 2008, Regulation E offering advertisement

Item 3.02 report filed June 26, 2008, sales of unregistered securities

Item 4.02 report filed June 26, 2008, non reliance on previous filed financial statements



41

---

SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







Date: June 30, 2008



/s/  Jeff Ritchie

Jeff Ritchie

Chief Executive Officer and Director