UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q




(Mark
      One)


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


For the
quarterly period ended March
31, 2009





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


For the
transition period from _______ to _______





Commission
File Number:  333-149850





EASTERN
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            45-0582098(State
      or other jurisdiction of incorporation)
            (I.R.S.
      Employer Identification No.)





4
Park Avenue, Suite 16K, New York, NY  10016


(Address
of principal executive offices)





(917)
687-6623


(Registrant’s
telephone number, including area 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 Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  xNo   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o  No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer  
            
            Accelerated
      filer  
            
            Non-accelerated
      filer  
            
            Smaller
      reporting company  x(Do
      not check if a smaller
              Reporting
      company)





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





There
were 20,629,000 shares of the issuer’s common stock outstanding as of May 14,
2009.





EASTERN
RESOURCES, INC.





FORM
10-Q


FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009


TABLE OF
CONTENTS





PAGEPART
      I - FINANCIAL INFORMATIONItem
      1.
            
            Financial
      Statements
            
            3Item
      2.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            11Item
      3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            14Item
      4T.
            
            Controls
      and Procedures
            
            14PART
      II - OTHER INFORMATIONItem
      1.
            
            Legal
      Proceedings
            
            16Item
      1A.
            
            Risk
      Factors
            
            16Item
      2.
            
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            16Item
      3.
            
            Defaults
      Upon Senior Securities
            
            16Item
      4.
            
            Submission
      of Matter to a Vote of Security Holders
            
            16Item
      5.
            
            Other
      Information
            
            16Item
      6.
            
            Exhibits
            
            16SIGNATURES
            
            18




2


PART
I – FINANCIAL INFORMATION




ITEM
1.  FINANCIAL STATEMENTS





PAGEConsolidated
      Balance Sheets as of March 31, 2009 (Unaudited) and
      December 31, 2008 (Audited)
            
            4Unaudited
      Consolidated Statements of Operations for the three month periods
      ended March 31, 2009 and March 31, 2008 and the period from
      March 15, 2007 (Inception) to March 31, 2009
            
            
            5Unaudited
      Consolidated Statements of Cash Flows for the three month periods
      ended March 31, 2009 and March 31, 2008 and for the period from
      March 15, 2007 (Inception) to March 31, 2009
            
            
            6Notes
      to Unaudited Consolidated Financial Statements
            
            
            7




3


EASTERN RESOURCES INC. AND
SUBSIDIARY


(ADevelopment Stage
Company)


CONSOLIDATED BALANCE
SHEETS





March
      31, 2009
            
            
            December 31, 2008ASSETS
            
            (Unaudited)
            
            
            (Audited)CURRENT
      ASSETSCash
            
            $
            833
            
            
            $
            15,056TOTAL CURRENT
      ASSETS
            
            
            833
            
            
            
            15,056Capitalized
      Film Costs
            
            
            1,271,611
            
            
            
            1,271,611TOTAL
      ASSETS
            
            $
            1,272,444
            
            
            $
            1,286,667LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
            
            $
            50,576
            
            
            $
            11,532Loan
      payable-stockholder
            
            
            40,000
            
            
            
            40,000Compensation
      payable
            
            
            355,462
            
            
            
            355,462TOTAL
      CURRENT LIABILITIES
            
            
            446,038
            
            
            
            406,994NOTES
      PAYABLE
            
            
            213,633
            
            
            
            208,422STOCKHOLDERS'
      EQUITY:Preferred
      Stock, $.001 par value, 10,000,000 shares authorized; none
      issuedCommon
      Stock, $.001 par value, 300,000,000 shares authorized;
      20,629,000  issued and outstanding at March 31, 2009 and
      December 31, 2008
            
            
            20,629
            
            
            
            20,629Additional
      paid in capital
            
            
            903,771
            
            
            
            903,771Deficit
      accumulated in the development stage
            
            
            (311,627
            )
            
            
            (253,149
            )TOTAL
      STOCKHOLDERS' EQUITY
            
            
            612,773
            
            
            
            671,251TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY
            
            $
            1,272,444
            
            
            $
            1,286,667





See
notes to unaudited consolidated financial statements


4


EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)





Three
      Months
            
            
            Three
      Months
            
            
            From InceptionEnded
            
            
            Ended
            
            
            (March 15, 2007) toMarch 31, 2009
            
            
            March 31, 2008
            
            
            March 31, 2009Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expensesGeneral
      and administrative
            
            
            58,481
            
            
            
            27,335
            
            
            
            315,653Total
      operating expenses
            
            
            58,481
            
            
            
            27,335
            
            
            
            315,653Net
      loss before other income
            
            
            (58,481
            )
            
            
            (27,335
            )
            
            
            (315,653
            )Interest
      Income
            
            
            3
            
            
            
            2,242
            
            
            
            4,026Net
      loss
            
            $
            (58,478
            )
            
            $
            (25,093
            )
            
            $
            (311,627
            )Basic
      and diluted earnings per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number of common shares outstanding - Basic and
      diluted
            
            
            20,629,000
            
            
            
            20,029,000




See
notes to unaudited consolidated financial statements




5


EASTERN RESOURCES INC. AND
SUBSIDIARY


(A Development Stage
Company)


CONSOLIDATED STATEMENTS OF
CASH FLOWS


(Unaudited)





InceptionThree Months
            
            
            Three Months
            
            
            (March 15, 2007)Ended
            
            
            Ended
            
            
            toMarch 31, 2009
            
            
            March 31, 2008
            
            
            March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (58,478
            )
            
            $
            (25,093
            )
            
            $
            (311,627
            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Increase
      in film costs
            
            
            -
            
            
            
            (54,705
            )
            
            
            (1,276,220
            )Increase
      in capitalized interest
            
            
            -
            
            
            
            4,853
            
            
            
            33,694Increase
      in accounts payable and accrued expenses
            
            
            39,044
            
            
            
            10,758
            
            
            
            50,576Officer
      stock compensation
            
            
            -
            
            
            
            -
            
            
            
            11,500Increase
      in compensation payable
            
            
            -
            
            
            
            -
            
            
            
            355,462NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (19,434
            )
            
            
            (64,187
            )
            
            
            (1,136,615
            )CASH
      FLOW FROM FINANCING ACTIVITIES:Proceeds
      from loans payable
            
            
            -
            
            
            
            -
            
            
            
            160,000Proceeds
      from loan payable-shareholder
            
            
            -
            
            
            
            -
            
            
            
            40,000Increase
      in note payable accrued interest
            
            
            5,211
            
            
            
            -
            
            
            
            24,548Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            912,900NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            5,211
            
            
            
            -
            
            
            
            1,137,448INCREASE
      (DECREASE) IN CASH
            
            
            (14,223
            )
            
            
            (64,187
            )
            
            
            833CASH-BEGINNING
      OF PERIOD
            
            
            15,056
            
            
            
            75,768
            
            
            
            -CASH-END
      OF PERIOD
            
            $
            833
            
            
            $
            11,581
            
            
            $
            833CASH
      PAID FOR:Interest
            
            $
            -
            
            
            $
            -Income
      Taxes
            
            $
            -
            
            
            $
            -





See
notes to unaudited consolidated financial statements




6


EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Unaudited Consolidated Financial Statements





Note
1 – Organization, Nature of Operations and Basis of Presentation





Eastern
Resources, Inc. (the “Company”) was incorporated in the State of Delaware on
March 15, 2007. On that date the Company acquired Buzz Kill, Inc., for
11,500,000 common shares. The Company, through Buzz Kill, its wholly owned
subsidiary, recently completed production of a feature length major motion
picture, and plans to market it to distributors in the United States and abroad.
The Company plans to produce a wide range of independent films outside the
traditional studio system. The Company intends to distribute films for
theatrical release, and exploit methods of delivery worldwide. The Company
intends to execute its business plan through the acquisition of unique films
from a broad spectrum of independent writers, directors and producers. Each
project will become an independent production company, created as a subsidiary
of Eastern Resources, Inc. The Company plans to fund the projects and maintain
ownership of the films with the intent of building a film library with the
rights to DVD, book and other reproductive media for sale to the
public.




Basis of
Presentation: The accompanying unaudited financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
necessary to present fairly the information set forth therein have been
included. Operating results for the three months ended March 31, 2009 are not
necessarily indicative of the results that may be experienced for the fiscal
year ending December 31, 2009. The accompanying consolidated financial
statements should be read in conjunction with the Company’s Form 10-K for the
fiscal year ended December 31, 2008 which was filed on March 31,
2009.





Note
2 - Summary of Significant Accounting Policies





Principles of Consolidation. The
consolidated financial statements of the Company include those of the Company
and its wholly owned subsidiary, Buzz Kill, Inc. All significant inter-company
accounts and transactions have been eliminated in the
consolidation.





Use of Estimates - The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States of America require management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expense during the period.
Actual results could differ from those estimates.





Cash and Cash Equivalents -
The Company considers all highly liquid short term investments with a remaining
maturity of three months or less when purchased, to be cash
equivalents.





Income Taxes - Income taxes
are accounted for in accordance with the provisions of SFAS No. 109. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amounts expected to be realized.




7




EASTERN
RESOURCES INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
the Unaudited Consolidated Financial Statements


Fair Value of Financial Instruments
- The carrying amount reported in the balance sheet for cash and cash
equivalents, accounts payable and accrued expenses approximate fair value
because of the immediate or short term maturity of these financial
instruments.





Loss Per Common Share - Loss
per common share is computed using the weighted average number of shares
outstanding. Potential common shares includable in the computation of fully
diluted per share results are not presented in the financial statements as their
effect would be anti-dilutive.





Capitalized Film Costs - Film
costs include all direct negative costs incurred in the physical production of
the film as well as allocated production overhead. Such costs include story
costs and scenario; compensation of cast, directors, producers and extras; set
construction and operations; wardrobe and accessories; sound
synchronization; location expenses and post production costs including music,
special effects and editing. Film costs are amortized based on the ratio of
current period gross revenues to estimated remaining ultimate revenues from all
sources on an individual production basis. Estimated ultimate revenues are
revised periodically and the carrying values of the films are evaluated for
impairment. Losses, if any, are provided in full.





As of
March 31, 2009 and December 31, 2008, the Company is not yet able to reasonably
estimate projected revenues, therefore the Company has not recorded any
amortization expense to date.





Revenue Recognition - The
Company recognizes revenues from the sale or licensing arrangement of a film
upon delivery of a completed film or the commencement of a licensing period. The
Company had substantially completed film production at March 31, 2009 but
realized no revenues as of that date.





Advertising Costs -
Advertising costs are expensed as incurred. Expenditures for the three months
period ended March 31, 2009 and 2008 were insignificant.





New Accounting Pronouncements
- Management does not believe that any recently issued, but not yet
effective, accounting standards could have a material effect on the accompanying
financial statements. As new accounting pronouncements are issued, the company
will adopt those that are applicable under the circumstances.




8




EASTERN
RESOURCES INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
the Unaudited Consolidated Financial Statements


Note
3 - Going Concern





The
Company at present has insufficient funds to sustain the cash flows required to
meet the anticipated operating costs to be incurred in the next twelve months.
Management intends to sell additional equity and / or debt securities in the
future to supplement potential revenues. However, there can be no assurance that
the Company will be successful in raising significant additional funds. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Note
4 – Notes Payable





In 2007
the Company issued 10% Subordinated Debenture Notes aggregating $160,000 payable
to four persons. The notes included accrued interest compounded monthly and
become due and payable on varying dates in the year 2010. The notes are
subordinated to monies payable to trade payables and to the loan payable to Mr.
Hanna, an officer and major stockholder.  Upon repayment of the notes
and accrued interest the Company agreed to pay the note holders an additional
premium of 20% of the original principal $32,000, which was recorded at present
value of $24,324.  The note holder’s rights to receive the premium
survive any redemption of the notes. Such amount was calculated using 10% per
annum compounded monthly. In addition to the repayments of principal, accrued
interest and premium the note holders will be entitled to a 12% participation in
the film’s net proceeds as defined in the agreements.





At March
31, 2009 and December 31, 2008, the Company recorded related accrued interest of
$53,633 and $48,422, respectively.





Note
5 - Loan Payable - Stockholder




In July
2007, the Company received a bridge loan of $100,000 from Mr. Hanna. Subsequent
repayments of $60,000 reduced the loan to $40,000 as of March 31, 2009. The loan
is unsecured, interest free and repayable on demand.




Note
6 - Subscriptions Receivable




The
Company issued 11,500,000 common shares in March 2007 to the Company’s founders.
The shares were valued at par ($.001 per share) thereby aggregating $11,500.
Such amount was written off  as compensation expense during the year
ended December 31, 2008.





Note
7- Issuance of Common and Preferred Stock





Authorized
capital stock consists of 300,000,000 shares of common stock with a par value of
$0.001 per share and 10,000,000 shares of preferred stock, with a par value of
$0.001 per share.





In
December 2007, the Company completed a private placement offering of 8,529,000
shares of common stock at a price of $0.10 per share for aggregate proceeds of
$852,900.  In June 2008, the Company sold additional 600,000 shares of
our common stock to an institutional investor at a price of $0.10 per share for
gross proceeds of $60,000.




9




EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Unaudited Consolidated Financial Statements




As of
March 31, 2009 there were 20,629,000 shares of common stock issued and
outstanding. No preferred stock shares have been issued.





Note
8- Subsequent Events





On May 8,
2009, the Company entered into a securities purchase agreement with Milestone
Enhances Fund Ltd. (“Milestone” or “Holder”).  Under the purchase
agreement, the Company issued to Milestone a convertible promissory note
(“Promissory Note”), convertible into the Company’s common stock, in the amount
of $45,000.





At any
time, subject to a written notice of conversion, the Holder may convert any
portion of the outstanding and unpaid principal and interest balance due on the
Promissory Note into the Company’s common shares at a conversion price to be
mutually determined by the Company and the Holder.  Any conversion of
any portion of the Promissory Note shall be deemed to be a prepayment of
principal, without any penalty, and shall be credited against future payments of
principal in the order such payments become due or payable.





The
Promissory Note bears interest at the rate of 8.25% per annum and is payable at
maturity, November 8, 2010, together with any accrued and unpaid
interest.  The Promissory Note may be prepaid by the Company at any
time without penalty.  Both parties may, however, mutually agree to
extend the term of the Promissory Note beyond the maturity date.





In the
event of default due to non-payment of principally and interest at maturity
date, the Holder would have the right to all legal remedies available for it
to  pursue collection, and the Company shall bear all reasonable costs
of collection, including but not limited to attorney’s fees.




10


ITEM
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Statement
Regarding Forward-Looking Information





This
report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical facts included
in this Quarterly Report on Form 10-Q, including without limitation, statements
in this Management’s Discussion and Analysis of Financial Condition and Results
of Operations regarding our financial position, estimated working capital,
business strategy, the plans and objectives of our management for future
operations and those statements preceded by, followed by or that otherwise
include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”,
“projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar
expressions or variations on such expressions are forward-looking statements. We
can give no assurances that the assumptions upon which the forward-looking
statements are based will prove to be correct. Because forward-looking
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by the forward-looking statements.
There are a number of risks, uncertainties and other important factors that
could cause our actual results to differ materially from the forward-looking
statements, including, but not limited to, the availability and pricing of
additional capital to finance operations, the acceptance of our feature film at
various film festivals, the successful negotiation and execution of marketing
and distribution agreements, our ability to acquire and develop future film
projects, and future economic conditions and the independent film
market.





Except
as otherwise required by the federal securities laws, we disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this Quarterly Report on Form 10-Q to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.





Results
of Operations





For the
quarter ended March 31, 2009 and since our date of inception (March 15, 2007),
we have not generated any operating revenue. We do not anticipate generating
operating revenue in the near future. We are presently in the development stage
of our business and we can provide no assurance that we will make any money on
the films we produce.





We
incurred total operating expenses of $58,481 for the quarter ended March 31,
2009, as compared to total operating expenses of $27,335 for the quarter ended
March 31, 2008. The increase in total operating expenses was due to increase in
legal and other professional fees incurred in connection with ongoing SEC filing
requirements.





We
generated interest income in the amount $3 for the quarter ended March 31, 2009,
as compared to interest income of $2,242 for the quarter ended March 31,
2008.  This decrease is attributed to significant decreases in our
cash balances during the first quarter of 2009.




11





We have
generated no operating revenues and our net loss from inception through March
31, 2009 was $311,627.





Liquidity
and Capital Resources





The
report of our independent registered accounting firm on our audited consolidated
financial statements for the fiscal year ended December 31, 2008 contains a
going concern qualification as we have suffered losses since our
inception.  We have minimal assets and have achieved no revenues since
our inception. We have depended on loans and sales of equity securities to
conduct operations.  As of March 31, 2009 and December 31, 2008, we
had cash of $833 and $15,056, current assets of $833 and $15,056 and current
liabilities of $446,038 and $406,994, respectively.  Unless and until
we achieve material revenues, we will remain dependent on financings to continue
our operations.





Plan
of Operation





We were
formed as a Delaware corporation on March 15, 2007 for the purpose of producing
full length independent feature films.  Since inception, we have been
engaged in the production and attempted distribution of our first independent,
full-length feature film entitled BuzzKill.





On April
1, 2007, Buzz Kill, Inc., our wholly owned subsidiary, acquired all rights,
title and interest in and to the screenplay entitled “Buzz Kill,” written by
Steven Kampmann and Matt Smollon.  Pursuant to the Literary Purchase
Agreement, dated April 1, 2007, each of Messrs. Kampmann and Smollon received
the following compensation:  (i) $6,250, (ii) $12,731 in deferred
compensation, and (iii) contingent compensation equal to 3.5% of the “net
proceeds” of the film.  Messrs. Kampmann and Smollon will receive an
additional $25,000 if the film’s North American (i.e., the United States and
Canada) theatrical box office receipts reach $15,000,000 and an additional
$25,000 thereafter for each $15,000,000 in theatrical box office receipts
reached thereafter.





On April
13, 2007, Buzz Kill hired Mr. Kampmann to direct the film.  Pursuant
to Director Agreement, dated April 13, 2007, for his director services, Mr.
Kampmann received the following compensation:  (i) $20,000, (ii)
$50,000 in deferred compensation, (iii) an additional $10,000 for every $100,000
that the final, actualized budget exceeds $650,000, and (iv) contingent
compensation equal to 5% of the “net proceeds” of the film.  Mr.
Kampmann will receive an additional $25,000 if the film’s North American (i.e.,
the United States and Canada) theatrical box office receipts reach $15,000,000
and an additional $25,000 thereafter for each $15,000,000 in theatrical box
office receipts reached thereafter.





Pursuant
to the Investment Agreement, dated May 1, 2007, between our Company and Buzz
Kill, we provided financing to Buzz Kill in the amount of $800,000 for the
production (principal photography only) and exploitation of
BuzzKill.  Under the agreement, we received a “first priority” right
of recoupment of the financing amount and a 20% premium.  In addition,
our Company is entitled to a percentage of the “net proceeds” of the picture,
calculated as a percentage equal to 50% of the fraction with a numerator equal
to the amount of our financing and a denominator equal to the amount of the
final, actualized budget of the film. Buzz Kill agreed that the negative cost of
the film (that is, the cost of actually producing and shooting the film and not
including such costs as distribution and promotion) shall not exceed $1,100,000
without the written consent of our Company and to limit its financing debt to
$300,000 plus 20%.




12





In
December 2007, we completed a private placement offering of 8,529,000 shares of
our common stock to a total of 33 purchasers at a price of $0.10 per share for
aggregate proceeds of $852,900. In June 2008, we sold additional 600,000 shares
of our common stock to an institutional investor at a price of $0.10 per share
for gross proceeds of $60,000.





As of
March 31, 2009, BuzzKill has issued an aggregate principal amount of $160,000 of
its 10% Notes Series.  The notes have an interest rate of 10%,
compounded monthly, and a maturity date of three years from the date of
issuance.  Upon repayment of the notes, in addition to the outstanding
principal balance and all accrued and unpaid interest, the noteholders will be
entitled to receive (i) a premium equal to 20% of the original principal amount
and (ii) contingent compensation equal to 12% of the “net proceeds” of the film.
All amounts under the notes remain unpaid and outstanding, and proceeds from the
notes were used to finance the production of the film.  As of March
31, 2009, BuzzKill also has a $40,000 demand loan payable to Thomas H. Hanna,
Jr. in the amount of $40,000.





Unless
otherwise provided, the relative priority of the debt servicing and other
payments under our material agreements is as provided in the definition of “net
proceeds.” “Net proceeds” is defined as the sums remaining from all gross monies
received from the licensing, distribution and other exploitation of all rights
to the film after the deductions, in the following order, of (i) distribution
expenses, (ii) production deferments to any party providing rights, materials,
services or facilities in connection with the production of the film, (iii)
recoupment by the financier’s of the film of its financial contribution plus a
20% premium, (iv) repayment of costs of production provided by third parties,
and (v) other deferments.





In
February 2008, through our wholly owned subsidiary, Buzz Kill, Inc., we
completed post-production of the film, and now seek to market the film and
secure distribution.  We have secured the services of a sales
representative who will assist us in guiding the film through the festival and
distribution process.  We intend to raise additional capital through
the issuance of debt and/or equity securities to provide financing for our
marketing and distribution activities.  Currently, we are in
negotiations with an independent media production and distribution company to
secure distribution for the film.





Milestone
to Achieve in the Next Twelve Months





Our major
objective in the next twelve months is to secure distribution and market our
first independent feature film, BuzzKill. Principal photography on the film was
completed in September 2007, and post-production was completed in February
2008.





We are
currently engaged in the initial marketing of the film.  (Our
production budget of approximately $1,000,000 does not include a marketing and
sales budget.)  The finished film will be entered into various film
festivals in the U.S. and abroad.  The fee for entering a film into a
festival competition is typically $200-300 per entry.  We believe this
is the most time-efficient and inexpensive means of (i) measuring audience
response, (ii) meeting film distributors both domestic and foreign, and (iii)
formulating a public relations campaign with print, TV and other media outlets.
To date, we have submitted our film to a number of film
festivals.  The film won the People’s Choice Award for Best Feature
Film at the 2008 NJ State Film Festival at Cape May.




13





Total
marketing and distribution costs are estimated at $200,000.  We hope
to reduce out-of-pocket expenses by entering into a distribution
agreement.  This distributor will market and distribute the film in
exchange for a percentage of royalties.  This means that additional
out-of-pocket expense for marketing and sales would be minimal.  If we
are unable to contract with a distributor, we intend to finance these
expenditures through additional private equity or debt financing.





Our next
objective in the next twelve months is to complete the conception phase and
enter into the pre-production phase of a second feature film. As of the date of
this report, we have not identified our second project.





Off-Balance Sheet
Arrangements





We have
no off-balance sheet arrangements.





ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable.





ITEM
4T.  CONTROLS AND PROCEDURES





Evaluation
of Our Disclosure Controls and Internal Controls





Under the
supervision and with the participation of our senior management, including our
chief executive and financial officer, Thomas H. Hanna, Jr., we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end
of the period covered by this quarterly report (the “Evaluation
Date”).  The disclosure controls and procedures are intended to insure
that the information relating to us, including our consolidated subsidiaries,
required to be disclosed in our Securities and Exchange Commission (“SEC”)
reports (i) is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework.




14





Based
upon our assessment and the COSO criteria, management concluded that our
internal control over financial reporting was not effective as of March 31, 2009
due to a material weakness.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a
timely basis.





More
specifically, the material weakness relates to a lack of sufficient personnel
with appropriate knowledge, experience and training in U.S. GAAP resulting in a
lack of sufficient analysis and documentation of the application of U.S. GAAP to
transactions, including but not limited to accounting by producers and
distributors of films.





Due to
our small size and limited financial resources, as of March 31, 2009 our
part-time outside accountant was the only individual involved in our accounting
and financial reporting.  As a result, there was no segregation of
duties within the accounting function.  This lack of segregation of
duties represents a material weakness.





In
efforts to address this material weakness, subsequent to March 31, 2009 we
replaced our part-time outside accountant with an experienced financial service
company.





Officers’
Certifications





Appearing
as exhibits to this Quarterly Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Quarterly Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended March 31, 2009 that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.




15





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business. We are not a party to nor are we aware of any existing, pending or
threatened lawsuits or other legal actions involving us.





ITEM
1A. RISK FACTORS





Not
applicable.





ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





We issued
no equity securities during the quarter ended March 31, 2009.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5. OTHER INFORMATION





On May 8,
2009 we received a $45,000 loan from one person and in connection therewith
issued an 8.25% $45,000 convertible promissory note dated May 8,
2009.  Subject to prior conversion, interest and principal are due on
the note on November 8, 2010. The terms of the conversion have not been
determined but will be mutually determined by us and the holder.





ITEM
6. EXHIBITS.





In
reviewing the agreements included as exhibits to this Form 10-Q, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:





•
            should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be inaccurate;




16




•
            have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;





•
            may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and





•
            were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.





Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-Q and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.





The
following exhibits are included as part of this report:




Exhibit No.
            
            Description4.1
            
            Promissory
      Note dated May 8, 200931.1
      / 31.2
            
            Certification
      of Principal Executive and Financial Officer pursuant to Section 302 the
      Sarbanes-Oxley Act of 200232.1
      / 32.2
            
            Certification
      of Principal Executive and Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002


17


SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




EASTERN RESOURCES,
      INC.May
      15, 2009
              By:
              /s/ Thomas
      H. HannaThomas
      H. Hanna, Jr., Principal Executive and Financial Officer