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 September 30,
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  o
            
            Accelerated filer  o
            
            Non-accelerated filer  o
            
            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 November
10, 2009.





EASTERN
RESOURCES, INC.





FORM
10-Q


FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 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
              12Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              15Item
      4T.
              Controls
      and Procedures
              15PART
      II - OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              16Item
      1A.
              Risk
      Factors
              16Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              17Item
      3.
              Defaults
      Upon Senior Securities
              17Item
      4.
              Submission
      of Matter to a Vote of Security Holders
              17Item
      5.
              Other
      Information
              17Item
      6.
              Exhibits
              17SIGNATURES
              19


2


PART
I – FINANCIAL INFORMATION




ITEM
1.  FINANCIAL STATEMENTS


PAGEConsolidated
      Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008
      (Audited)
                
                
                4Unaudited
      Consolidated Statements of Operations for the three and nine month periods
      ended September 30, 2009 (Unaudited) and September 30, 2008 (Unaudited)
      and the period from March 15, 2007 (Inception) to September 30, 2009
      (Unaudited)
                
                
                5Unaudited
      Consolidated Statements of Cash Flows for the nine month periods ended
      September 30, 2009 (Unaudited) and September 30, 2008 (Unaudited) and for
      the period from March 15, 2007 (Inception) to September 30, 2009
      (Unaudited)
                
                
                6Notes
      to Unaudited Consolidated Financial Statements (Unaudited)
                
                
                7


3


EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





September 30,
      2009
                    
                    
                    December 31,
      2008(Unaudited)
                    
                    
                    (Audited)ASSETSCURRENT
      ASSETSCash
                    
                    $
                    -
                    
                    
                    $
                    15,056TOTAL
      CURRENT ASSETS
                    
                    
                    -
                    
                    
                    
                    15,056Capitalized
      film costs
                    
                    
                    1,271,611
                    
                    
                    
                    1,271,611TOTAL
      ASSETS
                    
                    $
                    1,271,611
                    
                    
                    $
                    1,286,667LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                    
                    $
                    35,143
                    
                    
                    $
                    11,532Loan
      payable-stockholder
                    
                    
                    40,000
                    
                    
                    
                    40,000Compensation
      payable
                    
                    
                    355,462
                    
                    
                    
                    355,462TOTAL
      CURRENT LIABILITIES
                    
                    
                    430,605
                    
                    
                    
                    406,994Convertible
      debenture
                    
                    
                    46,467
                    
                    
                    
                    -Notes
      payable
                    
                    
                    224,447
                    
                    
                    
                    208,422TOTAL
      LIABILITIES
                    
                    
                    701,519
                    
                    
                    
                    615,416STOCKHOLDERS'
      EQUITY:Preferred
      stock, $.001 par value, 10,000,000 shares authorized; none
      issued
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.001 par value, 300,000,000 shares authorized; 20,629,000 issued
      and outstanding at September 30, 2009 and December 31,
2008
                    
                    
                    20,629
                    
                    
                    
                    20,629Additional
      paid in capital
                    
                    
                    903,771
                    
                    
                    
                    903,771Deficit
      accumulated in the development stage
                    
                    
                    (354,308
                    )
                    
                    
                    (253,149
                    )TOTAL
      STOCKHOLDERS' EQUITY
                    
                    
                    570,092
                    
                    
                    
                    671,251TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY
                    
                    $
                    1,271,611
                    
                    
                    $
                    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)





March
      15, 2007(Inception)Three Months
      Ended
                          
                          
                          Nine Months
      Ended
                          
                          
                          toSeptember
      30,
                          
                          
                          September
      30,
                          
                          
                          September
      30,
                          
                          
                          September
      30,
                          
                          
                          September
      30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008
                          
                          
                          2009Revenues
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Operating
      expenses:General
      and administrative
                          
                          
                          18,719
                          
                          
                          
                          27,012
                          
                          
                          
                          99,695
                          
                          
                          
                          70,105
                          
                          
                          
                          356,867Total
      operating expenses
                          
                          
                          18,719
                          
                          
                          
                          27,012
                          
                          
                          
                          99,695
                          
                          
                          
                          70,105
                          
                          
                          
                          356,867Net
      loss before other income (expense)
                          
                          
                          (18,719
                          )
                          
                          
                          (27,012
                          )
                          
                          
                          (99,695
                          )
                          
                          
                          (70,105
                          )
                          
                          
                          (356,867
                          )Other
      income (expense):Interest
      expense
                          
                          
                          (928
                          )
                          
                          
                          -
                          
                          
                          
                          (1,467
                          )
                          
                          
                          -
                          
                          
                          
                          (1,467
                          )Interest
      income
                          
                          
                          -
                          
                          
                          
                          13
                          
                          
                          
                          3
                          
                          
                          
                          2,255
                          
                          
                          
                          4,026Net
      loss
                          
                          $
                          (19,647
                          )
                          
                          $
                          (26,999
                          )
                          
                          $
                          (101,159
                          )
                          
                          $
                          (67,850
                          )
                          
                          $
                          (354,308
                          )Basic loss
      per share
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )Weighted
      average number of common shares outstanding - basic and
      diluted
                          
                          
                          20,629,000
                          
                          
                          
                          20,629,000
                          
                          
                          
                          20,629,000
                          
                          
                          
                          20,827,088





See notes
to unaudited consolidated financial statements.


5


EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





InceptionNine
      Months Ended
                                                      
                                                      
                                                      Nine
      Months Ended
                                                      
                                                      
                                                      (March 15, 2007)
      toSeptember 30,
      2009
                                                      
                                                      
                                                      September 30,
      2008
                                                      
                                                      
                                                      September 30,
      2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                      
                                                      $
                                                      (101,159
                                                      )
                                                      
                                                      $
                                                      (67,850
                                                      )
                                                      
                                                      $
                                                      (354,308
                                                      )Adjustments to reconcile net loss to net
      cash used in operating activities:Increase
      in film costs
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (54,703
                                                      )
                                                      
                                                      
                                                      (1,276,220
                                                      )Increase
      in capitalized interest
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      4,609
                                                      
                                                      
                                                      
                                                      33,694Increase
      in accounts payable and accrued expenses
                                                      
                                                      
                                                      23,611
                                                      
                                                      
                                                      
                                                      6,073
                                                      
                                                      
                                                      
                                                      35,143Officer
      stock compensation
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      11,500Increase
      in compensation payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      355,462NET
      CASH USED IN OPERATING ACTIVITIES
                                                      
                                                      
                                                      (77,548
                                                      )
                                                      
                                                      
                                                      (111,871
                                                      )
                                                      
                                                      
                                                      (1,194,729
                                                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loans payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      160,000Proceeds
      from loan payable-shareholder
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      40,000Increase
      in note payable accrued interest
                                                      
                                                      
                                                      16,025
                                                      
                                                      
                                                      
                                                      9,678
                                                      
                                                      
                                                      
                                                      35,362Proceeds
      from convertible debenture
                                                      
                                                      
                                                      45,000
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      45,000Increase
      in convertible debenture accrued interest
                                                      
                                                      
                                                      1,467
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,467Proceeds
      from issuance of common stock
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      60,000
                                                      
                                                      
                                                      
                                                      912,900NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                      
                                                      
                                                      62,492
                                                      
                                                      
                                                      
                                                      69,678
                                                      
                                                      
                                                      
                                                      1,194,729DECREASE
      IN CASH
                                                      
                                                      
                                                      (15,056
                                                      )
                                                      
                                                      
                                                      (42,193
                                                      )
                                                      
                                                      
                                                      -CASH-BEGINNING
      OF PERIOD
                                                      
                                                      
                                                      15,056
                                                      
                                                      
                                                      
                                                      75,768
                                                      
                                                      
                                                      
                                                      -CASH-END
      OF PERIOD
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      33,575
                                                      
                                                      
                                                      $
                                                      -CASH
      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, Inc., 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 nine months ended September 30, 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 expenses 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.


7




EASTERN
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Unaudited Consolidated Financial Statements


Income Taxes - Income taxes
are accounted for in accordance with the provisions of FASB ASC Topic No. 740,
“Income Taxes”(formerly SFAS
No. 109,“Accounting for Income
Taxes”). 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.





Fair Valueof 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
September 30, 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 September 30, 2009 but
realized no revenues as of that date.





Advertising Costs -
Advertising costs are expensed as incurred. Expenditures for the nine months
period ended September 30, 2009 and 2008 were insignificant.


8


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


New Accounting
Pronouncements – In June 2009, the FASBissued SFAS No. 168,
“The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles –
a replacement of FASB Statement No. 162” (“SFAS 168”). The FASB Accounting Standards Codification
TM, (“Codification”) became the source of authoritative GAAP recognized
by the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. On the effective date of SFAS 168,
the Codification superseded all then-existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.





Following
SFAS 168, the FASB will no longer issue new standards in the form of Statements,
FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will
issue Accounting Standards Updates (ASU’s). The FASB will not consider ASU’s as
authoritative in their own right; rather these updates will serve only to update
the Codification, provide background information about the guidance, and provide
the bases for conclusions on the change(s) in the Codification. SFAS
No. 168 is incorporated in ASC Topic 105,Generally Accepted Accounting
Principles.The Company adopted
SFAS No. 168 in the third quarter of 2009, and the Company will provide
reference to both the Codification topic reference and the previous
authoritative references related to Codification topics and subtopics, as
appropriate.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”). SFAS 165, which is incorporated in FASB ASC Topic No. 855,“Subsequent Events”,which establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In accordance with this Statement, an entity should apply the
requirements to interim or annual financial periods ending after June 15, 2009.
The Company adopted SFAS 165 effective June 30, 2009 and the adoption did not
have a material impact on its consolidated financial statements.





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





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.


9


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


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
September 30, 2009 and December 31, 2008, the Company recorded related accrued
interest of $64,447 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 September 30, 2009. The
loan is unsecured, interest free and repayable on demand.





Note
6 – Convertible Debenture





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.


10


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


In the
event of default due to non-payment of principal 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.





At
September 30, 2009, the Company recorded accrued interest of $1,467 related to
the convertible debenture.





Note
7 - 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
8 - 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.





As of
September 30, 2009, there were 20,629,000 shares of common stock issued and
outstanding. No preferred stock shares have been issued.


11


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 September 30, 2009 and since our date of inception (March 15,
2007), we have not generated any operating revenues. We do not anticipate
generating operating revenues 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 $18,719 and $99,695 for the three and nine
month periods ended September 30, 2009, as compared to total operating expenses
of $27,012 and $70,105 for the three and nine month periods ended September 30,
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 $0 and $3 for the three and nine month
periods ended September 30, 2009, as compared to interest income of $13 and
$2,255 for the three and nine month periods ended September 30,
2008.  This decrease is attributed to significant decreases in our
cash balances during the present fiscal year.


12


We have
generated no operating revenues since our inception and our net loss from
inception through September 30, 2009 was $354,308.





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 September 30, 2009 and December 31, 2008,
we had cash of $0 and $15,056, current assets of $0 and $15,056 and current
liabilities of $430,605 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. (“Buzz Kill”), 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.


13


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%.





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
September 30, 2009, Buzz Kill 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
September 30, 2009, BuzzKill also has a $40,000 demand loan payable to Thomas H.
Hanna, Jr. in the amount of $40,000 and a $45,000 loan payable to an
unaffiliated third party due November 8, 2010 and represented by an 8.25%
convertible promissory note dated May 9, 2009.





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.


14


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.  In 2009,
the film was an Official Selection in the Philadelphia Independent Film
Festival, the Wood Hole Film Festival and the upcoming Big Easy Film
Festival.




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 Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information 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. During the quarter ended September 30, 2009 we carried out an
evaluation, under the supervision and with the participation of our management,
including Thomas H. Hanna, Jr., our principal executive financial officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this
evaluation, management concluded that, as of September 30, 2009, our disclosure
controls and procedures were effective.


15


Limitations
on Effectiveness of Controls and Procedures





Our
management, including Thomas H. Hanna, Jr., our Chief Executive and Financial
Officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include, but are not limited to, the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.





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 September 30, 2009 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.





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.


16


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





We issued
no equity securities during the quarter ended September 30, 2009.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.





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





None.





ITEM
      5.
            OTHER
      INFORMATION





None.





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;





•
            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.


17


The
following exhibits are included as part of this report:





Exhibit No.
                  
                  Description31.1
      / 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


18


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.





Date:  November
11, 2009


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


19