DEFM14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant: x
Filed by a Party other than the Registrant: ¨

Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-12

EAST COAST DIVERSIFIED CORPORATION
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
¨ No fee required.
x Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies: Common Stock
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
    $1,051,471.00 (value of liabilities forgiven in consideration for sale of assets)
4) Proposed maximum aggregate value of transaction: $1,051,471
5) Total fee paid: $41.32

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

EAST COAST DIVERSIFIED CORP.

1475 West Cypress Road, Suite 202 Ÿ FT. Lauderdale, FL 33309

April 10, 2008

Dear Stockholder:

     On behalf of the board of directors (the “Board of Directors”) of East Coast Diversified Corporation (“ECDV”), I cordially invite you to a Special Meeting of the stockholders of ECDV (the “Special Meeting”) which will be held on April 25, 2008 at 4:00 p.m. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080. I hope that you will be able to attend in person. Following the formal business of the Special Meeting, management will be available to respond to your questions.

     At the Special Meeting, stockholders will be asked to consider and vote upon the following matters:

(1)	The sale of Miami Renaissance Group, Inc. (“MRG”), a wholly-owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. (“MRGA”) pursuant to a Stock Sale Agreement as described in the accompanying proxy materials;
(2)	Such other matters as properly be presented at the Special Meeting or any adjournment or postponement thereof.

     The Board of Directors has approved and recommends that the stockholders vote FOR each of the matters described in proposal 1 above.

     At the Special Meeting, each holder of record of shares of ECDV common stock, par value $0.001 per share (“Common Stock”) will be entitled to one vote per share of Common Stock and each holder of record of shares of series A convertible preferred stock, par value $0.001 per shares (“Preferred Stock”) as of March 1, 2008, the record date for the meeting (the “Record Date”), will be entitled to one hundred votes per share of Preferred Stock on each matter properly brought before the Special Meeting.

     Information regarding the proposed sale of assets of ECDV and other important information is set forth in the accompanying Notice and Proxy Statement and should be considered carefully by stockholders.

     I hope that you will attend the Special Meeting. Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of stock you own, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You may, of course, attend the Special Meeting and vote in person, even if you have previously returned your proxy card. The accompanying proxy statement is dated April 10, 2008 and is first being mailed to stockholders of ECDV on or about April 14, 2008.

Sincerely,
EAST COAST DIVERSIFIED CORP.
Richard J. Margulies
Chairman of the Board

EAST COAST DIVERSIFIED CORP.

1475 West Cypress Road, Suite 202,  FT. Lauderdale, FL 33309

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

     Notice is hereby given that East Coast Diversified Corp. (“ECDV”) will hold a Special Meeting of Stockholders (“Special Meeting”) on April 25, 2008 at 4:00 p.m. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080 for the following purposes:

1.	To approve of the sale of Miami Renaissance Group, Inc., a wholly owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. pursuant to a Stock Sale Agreement as described in the accompanying proxy materials;
2.	Such other matters as properly be presented at the Special Meeting or any adjournment or postponement thereof.

     The Board of Directors has fixed March 1, 2008 as the record date (“Record Date”) for the determination of the common and preferred stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting.

     At the Special Meeting, each holder of record of Common Stock will be entitled to one vote per share of Common Stock and each holder of record of shares of Preferred Stock as of the Record Date, March 1, 2008, will be entitled to one hundred votes per share of Preferred Stock on each matter properly brought before the Special Meeting.

     Your attention is directed to the accompanying Proxy Statement. Stockholders who do not expect to attend the Special Meeting in person are requested to date, sign and mail the enclosed proxy as promptly as possible in the enclosed envelope.

     The accompanying proxy statement is dated April 10, 2008 and is first being mailed to stockholders of ECDV on or about April 14, 2008.

Dated: April 10, 2008	BY ORDER OF THE BOARD OF DIRECTORS
	Richard J. Margulies
	Chairman of the Board

   THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE PROPOSALS DESCRIBED IN THIS NOTICE.

     IT IS IMPORTANT THAT ALL STOCKHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING.

Table of Contents

	Page
SUMMARY TERM SHEET	5
PROXY STATEMENT	7
VOTING RIGHTS AND SOLICITATION OF PROXIES	7
Quorum Required	7
Vote Required	7
Revocability of Proxies	8
Proxy Solicitation	8
QUESTIONS AND ANSWERS	9
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING INFORMATION	12
SALE OF MRG REPRESENTING SUBSTANTIALLY ALL OF THE ASSETS	12
General	12
Background of the Sale of MRG Shares	13
Recommendation of our Board of Directors and Reasons for the Sale of Assets	13
Effective Time of the Sale of MRG	14
Material Federal Income Tax Consequences	14
MARKET PRICE AND DIVIDEND DATA	15
PROPOSAL NO. 1 APPROVAL OF SALE OF MRG REPRESENTING SUBSTANTIALLY ALL OF THE ECDV ASSETS	16
Assets to be Acquired; Liabilities Forgiven	16
Consideration	16
Representations and Warranties	16
Covenants of ECDV	16
No Solicitation	17
Conditions to Closing	17
Termination of Agreement	18
Indemnification	18
Transfer Taxes	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
AVAILABLE INFORMATION AND FINANCIAL STATEMENTS	19
OTHER BUSINESS	19
ANNEX A STOCK SALESALE AGREEMENT	20
ANNEX B ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED APRIL 30, 2007	20
ANNEX C QUARTERLY REPORT ON FORM 10- QSB FOR THE PERIOD ENDED JANUARY 31, 2008	20

SUMMARY TERM SHEET - PROPOSAL NO. 1

     The following summary briefly describes the material terms of the proposed sale of Miami Renaissance Group, Inc., a wholly-owned subsidiary, representing substantially all of the assets of East Coast Diversified Corp. (“ECDV” or “we,” “our” or similar words) and its wholly-owned subsidiary, Miami Renaissance Group, Inc. (“MRG”). While this summary describes the material terms that you should consider when evaluating the asset sale, the proxy statement contains a more detailed description of these terms. A copy of the Stock Sale Agreement (as defined below) is attached hereto as Annex A and we encourage you to read it and the proxy statement carefully before voting your shares of ECDV’s Common Stock and Preferred Stock. We have included section and page references to the proxy statement to direct you to a more complete description of the topics described in this summary.

Ÿ ECDV is a Nevada corporation and through its wholly-owned subsidiary, Miami Renaissance Group, Inc., is a development stage company and was formed to design, develop, construct and operate an entertainment facility in Miami, Florida.

Ÿ Miami Renaissance Group, Inc. was formed as a Florida corporation in February 2004.

Ÿ MRG Acquisition Corp. (“MRGA”) is a Delaware corporation and was formed for the purpose of acquiring MRG pursuant to the Stock Sale Agreement.

Ÿ Certain Affiliated Persons are the principal stockholders of MRGA, Aaron M. Goldstein, Richard J. Margulies and Frank Rovito, and James Goldstein, the father of Aaron Goldstein, as principal of Brickell North Investments, Inc., landlord of the MRG facility and individually.

Ÿ Stock Sale Agreement– ECDV, MRG and MRGA have entered into a Stock Sale Agreement, dated as of February 20, 2008 (“Stock Sale Agreement”), pursuant to which ECDV will sell and MRGA will acquire 100% of the capital stock of MRG (“MRG Shares”) , representing substantially all of the assets of ECDV, in consideration for the forgiveness of liabilities in the amount of $1,051,471 owed by ECDV to Certain Affiliated Persons. See “Proposal No. 1 - Approval of Sale of MRG Representing Substantially all of ECDV Assets.” commencing on page 16.

Ÿ Reasons for the Sale of Substantially all of ECDV Assets - The ECDV Board of Directors considered a number of factors in deciding to sell its wholly-owned subsidiary, MRG. Those reasons included, among others: the forgiveness of ECDV debt in the amount of $1,051,471 by Certain Affiliated Persons; the poor business outlook for MRG’s entertainment facility because of ECDV’s inability of raising sufficient capital from the public market; the current and future competitive environment for MRG’s entertainment facility in Miami, Florida and the entertainment and real estate industries in Miami and Florida in general; the weak financial viability of MRG; the lack of full-time management and the deteriorating public market to raise necessary capital to further develop MRG’s business and fulfill its plan of operations. See “Sale of the MRG — Recommendation of the Board of Directors and Reasons for the Sale of MRG” commencing on page 13.

Ÿ Recommendation of the Board of Directors of ECDV - The Board of Directors of ECDV has unanimously deemed the sale of the MRG Shares, representing substantially all of ECDV assets, to be in the best interests of ECDV. Our Board of Directors has unanimously approved and recommends that stockholders vote “FOR” the Stock Sale Agreement to sell the MRG Shares, which includes the transfer of MRG’s leasehold improvements on the Miami entertainment facility in the amount of $430,373 and the Florida liquor license in the amount of $93,464, in consideration for the forgiveness of $1,051,471 in debt pursuant to a Stock Sale Agreement. See “Sale of the MRG - Representing Substantially all of ECDV Assets - Recommendation of the Board of Directors and Reasons for the Sale of the MRG” on page 13.

Ÿ Appraisal Rights - The stockholders of ECDV will not have any appraisal rights in connection with the sale of the MRG Shares owned by ECDV.

Ÿ Required Vote - For us to complete the sale of the MRG Shares, stockholders holding at least a majority of the shares of ECDV’s Common Stock and Preferred Stock issued and outstanding at the close of business on the Record Date, March 1, 2008 must vote “FOR” the transactions as provided in the Stock Sale Agreement. See “Voting Rights and Solicitations of Proxies - Vote Required” commencing on page 7.

Ÿ Conditions to the Completion of the Sale of the MRG Shares - The obligations of MRGA to buy the MRG Shares and the transactions as provided in the Stock Sale Agreement is subject to various conditions, including approval of the sale by the stockholders of ECDV and obtaining the consent of the parties to the various agreements to be assigned to MRGA in connection with MRGA’s acquisition of the MRG Shares, which will include the transfer of all leasehold improvements and the Florida liquor license which represents substantially all of ECDV assets. See “Approval of the Sale of MRG representing Substantially all of ECDV Assets - Conditions to Closing” commencing on page 17.

Ÿ Termination of Agreement - The Stock Sale Agreement and the sale of MRG asset may be terminated under certain circumstances, including the failure of the transaction to close by June 30, 2008. See “Approval of Sale of the MRG Asset of ECDV - Termination of Agreement” commencing on page 18.

Ÿ Material Federal Tax Consequences - The sale of the MRG Shares to MRGA likely will not result in any federal corporate income tax liability (including any alternative minimum tax liability) because we anticipate not to record any taxable gain from the sale of the MRG Shares to MRGA. After the sale of the MRG Shares to MRGA, ECDV will continue to be subject to federal income taxation on taxable income, if any. See “Sale of MRG representing Substantially all of ECDV Assets - Material Federal Income Tax Consequences” commencing on page 12.

Ÿ Special Meeting - The Special Meeting of stockholders of ECDV will be held on April 25, 2008 at 4:00 p.m. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080 or at any adjournment or postponement of the Special Meeting. The Special Meeting will be held to consider and such other business as may properly come before the meeting.

EAST COAST DIVERSIFIED CORP.
1475 West Cypress Road, Suite 202  ŸFT. LAUDERDALE, FL 33309

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS

To be held on April 25, 2008

     The enclosed proxy is being solicited by the Board of Directors of East Coast Diversified Corp. (“ECDV”, “we”, “us”, “our”, or similar words in this proxy statement) for use at the Special Meeting of Stockholders of ECDV (“Special Meeting”) to be held on April 25, 2008 at 4:00 p.m. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080, and at any adjournments or postponements of the Special Meeting. This proxy statement and accompanying proxy will be mailed beginning on or about April 14, 2008, to give holders of record of ECDV’s common stock on March 1, 2008, the record date (“Record Date”), an opportunity to vote at the Special Meeting.

     The purpose of the meeting will be to vote on each of the following matters:

1.	To approve the sale of Miami Renaissance Group, Inc., a wholly-owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. pursuant to a Stock Sale Agreement as described in the accompanying proxy materials;
2.	Such other matters as properly be presented at the Special Meeting or any adjournment or postponement thereof.

VOTING RIGHTS AND SOLICITATION OF PROXIES

     ECDV’s Common Stock and Preferred Stock are the only securities entitled to vote at the Special Meeting. On March 1, 2008, the Record Date for determination of stockholders entitled to vote at the Special Meeting, there were 8,816,216 shares of Common Stock outstanding and 167,650 shares of Preferred Stock issued and outstanding. Each stockholder of record of Common Stock as of the Record Date is entitled to one vote for each share of Common Stock held by such stockholder on such date and each stockholder of record of Preferred Stock as of the Record Date is entitled to one hundred votes for each share of Preferred Stock on such date. All common stockholders and all preferred stockholders vote together on a single class on all matters submitted to a vote of the Company's common stockholders. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, withheld votes, abstentions and broker non-votes.

      Quorum Required

     Nevada law and our charter documents provide that the holders of a majority of ECDV’s Common Stock and Preferred Stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Abstentions, broker non-votes and votes withheld in a proxy otherwise signed and returned will be counted as present for the purpose of determining the presence of a quorum.

      Vote Required

     Proposal No. 1, the sale of Miami Renaissance Group, Inc. (“MRG”), a wholly-owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. (“MRGA”) pursuant to a Stock Sale Agreement, requires approval by holders of a majority of all Common Stock voting shares and Preferred Stock voting shares of ECDV voting together as a single class outstanding at the close of business on the Record Date for the Special Meeting. Abstentions and non-votes are not affirmative votes and, therefore, will have the same effect as a vote against Proposal No. 1. The following table shows how many Preferred Stock and Common Stock the Certain Affiliated Persons own:

Name and Address of Beneficial Owner	Beneficial Owner of Common Stock	Percent of Class (1)	Beneficial Owner of Preferred Stock (2)	Percent of Class
Richard Margulies, CEO, President and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	1,550,000 shares	17.58%	78,700 sahres	46.94%
Frank Rovito, CFO and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	620,000 shares	7.03%	3,050 shares	1.82%
Aaron Goldstein, Vice-President and Director 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	1,550,000 shares	17.58%	78,700 sahre	46.94%
Brickell North Investments, Inc. 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	0 shares	0.00%	0 shares	0.00%
James Goldstein, control person of Brickell North Investments, Inc. and father of Aaron Goldstein.	0 shares	0.00%	0 shares	0.00%
All officers and directors as a group (3 people)	3,720,000 shares	42.19%	160,450 shares	95.70%

(1) Based up 8,816,216 issued and outstanding shares of common stock as of March 31, 2008.
(2) Based up 167,650 issued and outstanding Preferred Stock, which holders have 100 votes on all matters submitted to a vote of shareholders of common stock. The holders of the Preferred Stock have the right to convert each Preferred Stock into 100 shares of common stock of ECDV.

Total Voting Shares and Voting Power of Certain Affiliated Parties

Name and Address of Certain Affiliated Parties	Common Stock Voting Power	Preferred Stock Voting Power	Total Voting Power	Total Voting in % (1)
Richard Margulies, CEO, President and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	1,550,000 votes	7,870,000 votes	9,420,000 votes	36.82%
Frank Rovito, CFO and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	620,000 votes	305,000 votes	925,000 votes	3.62%
Aaron Goldstein, Vice-President and Director 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	1,550,000 votes	7,870,000 votes	9,420,000	36.82%
Brickell North Investments, Inc. 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	0 votes	0 votes	0 votes	0.00%
James Goldstein, control person of Brickell North Investments, Inc. and father of Aaron Goldstein.	0 votes	0 votes	0 votes	0.00%
All Certain Affiliated Parties as a group (5 persons)	3,720,000 votes	16,045,000 votes	19,765,000	77.26%

(1) Based on 25,581,216 voting shares consisting of 8,816,216 Common Stock votes and 16,765,000 votes underlying the 167,650 Preferred Stock. Shareholders of the Preferred Stock vote together with common stockholders on all matters submitted to a vote of the Company's common shareholders.

In voting, please specify your choices by marking the appropriate spaces on the enclosed proxy, signing and dating the proxy and returning it in the accompanying envelope. If no directions are given and the signed proxy is returned, the proxy holders will vote the shares FOR the sale of the assets, and, at their discretion, on any other matters that may properly come before the Special Meeting.

      In situations where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”), the affected shares will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be included in the vote totals. A broker non-vote generally occurs when a broker, bank or other nominee holding shares on your behalf returns a signed proxy card voting on one or more matters but does not vote on a proposal because that nominee has not received your voting instructions and lacks discretionary power to vote the shares. Generally, brokers and other similar nominees have the discretion to vote for directors or other routine matters, unless you instruct otherwise. Broker non-votes will count for the purpose of determining whether a quorum is present. Broker non-votes will have the same effect as a vote AGAINST the proposal regarding the asset sale transaction.

     The failure by a stockholder to return a proxy and indicate the stockholder’s vote concerning the sale of MRG shall be treated as a vote against such matter, as shares cannot be counted as a FOR vote if a proxy is not returned.

     THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE SALE OF THE ASSETS OF EAST COAST DIVERSIFIED CORP.

     A STOCKHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A STOCKHOLDER) TO ATTEND AND ACT ON HIS BEHALF AT THE MEETING. SUCH PERSON NEED NOT BE DESIGNATED IN THE ACCOMPANYING FORM OF PROXY. TO EXERCISE THIS RIGHT, THE STOCKHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAME OR MAY SUBMIT ANOTHER PROXY.

     THE SHARES REPRESENTED BY PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED ON ANY BALLOT (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOR OF THE MATTERS DESCRIBED IN THE PROXY.

      Revocability of Proxies

     Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted. In addition to revocation in any other manner permitted by law, you can deliver to the Secretary of ECDV a written notice bearing a date later than the proxy stating that you would like to revoke your proxy. You can also complete, execute and deliver to the Secretary of ECDV a new, later-dated proxy card for the same shares, provided the new proxy is received before voting has closed. Additionally, you can attend the Special Meeting and vote in person but please note that your attendance alone will not revoke your proxy. Any written notice of revocation or subsequent proxy should be delivered to East Coast Diversified Corp. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080 by the last business day preceding the date of the meeting, or any adjournments thereof, or to the chairman of the Special Meeting at or before the taking of the vote at the Special Meeting.

      Proxy Solicitation

     ECDV will bear the entire cost of the solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional material furnished to stockholders. Proxies may be solicited by directors or officers of ECDV personally or by mail, telephone or telegraph, but such persons will not be specially compensated for such services. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians which hold shares of common stock of record for beneficial owners for forwarding to such beneficial owners. ECDV may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR MARKED PROXY PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON.

QUESTIONS AND ANSWERS

     The following discussion is intended to address briefly some commonly asked questions regarding the Special Meeting and, in particular, the proposal to sell the MRG asset of ECDV. These questions and answers may not address all questions that may be important to you as a stockholder of ECDV. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annex to this proxy statement, and the documents referred to and incorporated by reference in this proxy statement.

     Q: What matters am I being asked to vote on at the Special Meeting?

     A: You are being asked to vote on the following proposals:
           To approve the sale of Miami Renaissance Group, Inc., a wholly-owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. pursuant to a Stock Sale Agreement.

     Finally, you may be asked to vote on such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. If there are not sufficient votes at the time of the meeting to approve the asset sale, the Board of Directors may postpone the meeting to allow time to solicit additional proxies.

     Q: How does ECDV’s Board of Directors recommend that you vote on the proposal?

     A: Our Board of Directors recommends that you vote:

          “FOR” the proposal to approve the sale of Miami Renaissance Group, Inc., a wholly-owned subsidiary of ECDV, which represents substantially all of the assets of ECDV, to MRG Acquisition Corp. pursuant to a Stock Sale Agreement;

     Q: What is the proposed stock sale transaction?

     A: ECDV is proposing to sell MRG, ECDV’s wholly-owned subsidiary, to MRGA, in consideration of the forgiveness of debt by Certain Affiliated Persons in the amount of $1,051,471 pursuant to a Stock Sale Agreement, a copy of which is attached to this proxy statement as Annex A. The table below presents the debt forgiven by the Certain Affiliated Persons.

Name	Relation to ECDV	Amount of debt owed before proposed transaction	Debt forgiven	Amount of debt owed after proposed transaction
Aaron M. Goldstein	Vice-President, Director	$589,847	$521,614	$68,233
Richard J. Margulies	CEO, President and Director	$84,073	$75,568	$8,505
Frank Rovito	CFO and Director	$45,692	$45,692	0
Brickell North Investments, Inc.	Landlord, controlled by James Goldstein, father of Aaron M. Goldstein	$327,774	$327,774	0
James Goldstein	Control person of Brickell North Investment, Inc.	$80,823	$80,823	0
Total		$1,128,209	$1,051,471	$76,738

     See also table under subheading "Vote Required" above.

Q: If, after the sale of MRG, there are assets available for distribution, when would such distribution take place?

     A: The Stock Sale Agreement contains certain representations and warranties made by ECDV and MRG to MRGA which will survive for a period of six months following the closing of the asset sale transaction and certain covenants that will last for 275 days following the closing of the asset sale transaction. The Stock Sale Agreement requires indemnification by ECDV and MRGA and Certain Affiliated Persons for the breach of these representations and the covenants thereunder and certain other matters as provided in the Stock Sale Agreement. However, ECDV does not believe that it will have available funds to be distributed to stockholders.

Q: Am I entitled to appraisal rights?

     A: No. The Nevada Revised Statutes dos not provide for appraisal rights in asset sales transactions unless a corporation’s certificate of incorporation expressly provides for those rights. Our certificate of incorporation does not provide for appraisal rights under these circumstances.

     Q: What factors did our Board of Directors consider in making its recommendation regarding the asset sale transaction proposal?

     A: In making its recommendation, our Board of Directors took into account, among other things: the forgiveness of ECDV debt in the amount of $1,051,471 by Certain Affiliated Persons; the poor business outlook for MRG’s entertainment facility because of ECDV’s inability of raising sufficient capital from the public market; the current and future competitive environment for MRG’s entertainment facility in Miami, Florida and the entertainment and real estate industries in Miami and Florida in general; the weak financial viability of MRG; the lack of full-time management and the deteriorating public market to raise necessary capital to further develop MRG’s business and fulfill its plan of operations.

     Q: What vote of stockholders is required for each proposal at the Special Meeting?

     A: The proposal regarding the sale of MRG requires the affirmative vote of stockholders holding at least a majority of the shares of our Common Stock and Preferred Stock issued and outstanding at the close of business on the Record Date. See “Voting Rights and Solicitation of Proxies — Required Vote.”

     Q: Who is entitled to vote at the Special Meeting?

     A: Only stockholders of record as of the close of business on March 1, 2008, the Record Date for the Special Meeting, are entitled to receive notice of the meeting and to vote the shares of our Common Stock and Preferred Stock that they held at that time at the meeting, or at any adjournments or postponements of the meeting. On the record date, approximately 8,816,216 shares of our Common Stock and 167,650 shares of our Preferred Stock were outstanding and entitled to vote. You may vote all shares you owned as of the record date. You are entitled to one vote per share of Common Stock and 100 votes per share of Preferred Stock.

     Q: How do I cast a vote?

     A: If your shares are registered in your name, you may vote by returning a signed proxy card or voting in person at the Special Meeting. Proxies submitted by mail must be received prior to the opening of the polls. To vote by mail, mark, sign and date the proxy card and return it in the postage-paid envelope provided.

     If your shares are held in “street name” through a broker or bank, you may vote by completing and returning the voting form provided by your broker or bank, or by telephone through your broker or bank if such a service is provided. To vote by telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank.

     Q: May I vote in person?

     A: Yes. If your shares are not held in “street name” through a broker or bank you may attend the Special Meeting and vote your shares in person at the Special Meeting by giving us a signed proxy card or ballot before voting is closed, rather than signing and returning your proxy card via mail. If you choose to vote in person, please bring proof of identification with you to the Special Meeting. Even if you plan to attend the Special Meeting, we recommend that you vote your shares in advance as described above, so that your vote will be counted if you later decide not to attend. If your shares are held in “street name,” you must get a proxy from your broker or bank in order to attend the Special Meeting and vote. In order to do this, you should contact your broker or bank.

     Q: What happens if I do not return my proxy card or attend the Special Meeting and vote in person?

     A: Approval of the MRG share sale transaction requires the affirmative vote of the holders of a majority of the shares of our Common Stock and Preferred Stock outstanding at the close of business on the record date. Therefore, if you do not return your proxy card or attend the Special Meeting and vote in person, it will have the same effect as if you voted against adoption of each of the proposals. See “Voting Rights and Solicitation of Proxies — Votes Required” above for a description of the vote required for each proposal included in this proxy statement.

     Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?

     A: Your broker will not be able to vote your shares without instructions from you. If you do not instruct your broker how to vote and you are in favor of the asset sale transaction, your broker cannot vote your shares and your votes will then be deemed a non-vote with the effect of a vote against the asset transaction. Thus, it is imperative that you vote your shares or instruct your broker how to vote your shares at the Special Meeting, especially if you are in favor of the asset sale transaction. You should instruct your broker to vote your shares following the procedure provided by your broker. Without instructions, your shares will not be voted on the proposal regarding the sale of the MRG assets, and has the same effect as if you voted against this proposal. See “Voting Rights and Solicitation of Proxies — Vote Required” above for a description of the effect of broker non-votes on the other proposals included in this proxy statement.

     Q: May I change my vote after I have mailed my signed proxy card?

     A: Yes. You may change your vote at any time before your proxy card is voted at the Special Meeting. You can do this in one of three ways:

     First, you can deliver to the Secretary of ECDV a written notice bearing a date later than the proxy stating that you would like to revoke your proxy.

     Second, you can complete, execute and deliver to the Secretary of ECDV a new, later-dated proxy card for the same shares, provided the new proxy is received before voting has closed.

     Third, you can attend the Special Meeting and vote in person. Your attendance alone will not revoke your proxy. Any written notice of revocation or subsequent proxy should be delivered to East Coast Diversified Corp. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080 by the last business day preceding the date of the meeting, or any adjournments thereof, or to the chairman of the meeting, our Chairman of the Board of Directors, at or before the taking of the vote at the Special Meeting.

     If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. Your last vote before voting is closed at the Special Meeting is the vote that will be counted.

     Q: What is a quorum?

     A: A quorum of the holders of the outstanding shares of our Common Stock and Preferred Stock must be present for the Special Meeting to be held. A quorum is present if the holders of a majority of the issued and outstanding shares of our Common Stock and Preferred Stock entitled to be voted at the Special Meeting are present at the Special Meeting, either in person or by proxy. Abstentions, broker non-votes, and votes withheld in a proxy otherwise signed and returned will be counted as present for the purpose of determining the presence of a quorum.

     Q: How are votes counted?

     A: For the proposal relating to the approval of the sale of the MRG asset, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you ABSTAIN, it has the same effect as if you voted against that proposal. Approval of the sale of the MRG asset of ECDV, requires the affirmative vote of holders of our Common Stock and Preferred Stock holding at least a majority of the shares of our Common and Preferred Stock issued and outstanding at the close of business on the record date.

     If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the sale of the MRG asset of ECDV, and in accordance with the recommendations of ECDV’s Board of Directors on any other matters properly brought before the Special Meeting for a vote.

     A broker non-vote generally occurs when a broker, bank or other nominee holding shares on your behalf returns a signed proxy card voting on one or more matters but does not vote on a proposal because such nominee has not received your voting instructions and lacks discretionary power to vote the shares. Generally, brokers and other similar nominees have the discretion to vote for directors or other routine matters, unless you instruct otherwise. Broker non-votes will count for the purpose of determining whether a quorum is present. Broker non-votes will have the same effect as a vote AGAINST the proposals regarding the asset sale transaction.

     Q: Who will bear the cost of this solicitation?

     A: ECDV shall bear the entire cost of the solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional material furnished to stockholders. Proxies may be solicited by directors or officers of ECDV personally or by mail, telephone or telegraph, but such persons will not be specially compensated for such services. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians which hold shares of common stock of record for beneficial owners for forwarding to such beneficial owners. ECDV may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

     Q: What do I need to do now?

     A: We urge you to read this proxy statement carefully and to consider how the sale by ECDV of the MRG Shares affects you. Then mark your proxy and mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the Special Meeting of our stockholders.

     Q: Who can help answer my questions?

     A: If you would like additional copies, without charge, of this proxy statement or if you have questions about the proposed sale of assets, including the procedures for voting your shares, you should contact:

Richard J. Margulies
East Coast Diversified Corp.
906 Oaktree Road, Suite F
South Plainfield, NJ 07080
Phone: (732) 803-8000

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE SALE OF THE MRG ASSET, PASSED UPON THE MERITS OR FAIRNESS OF THE SALE OF THE MRG ASSET, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING INFORMATION

     This proxy statement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, reflecting management’s current expectations. Examples of such forward-looking statements include our expectations with respect to our future prospects and strategy. Although we believe that our expectations are based upon reasonable assumptions, there can be no assurances that our financial goals or any transactions described herein will be realized. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Numerous factors may affect our actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of our company. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. We assume no obligation to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

SALE OF MRG – REPRESENTING SUBSTANTIALLY ALL OF THE ECDV ASSETS

      General

East Coast Diversified Corp. was incorporated under the laws of the State of Florida on May 27, 1994. In June 2003, the Company changed its name to East Coast Diversified Corp. and changed its domicile to Nevada. Our corporate office is located at 1475 West Cypress Road, Suite 202, Lauderdale, FL 33309

MRG was formed as a Florida corporation in February 2004. MRG is a development stage company and was formed to design, develop, construct and operate an entertainment facility in Miami, Florida, to include both indoor and outdoor covered/tented entertainment areas including a restaurant, bar and lounge area, nightclub, facility for live performances and special events. ECDV entered into a lease agreement with Brickell North Investments, Inc. ("Brickell"), an entity controlled by James Goldstein, the father of Aaron Goldstein, the Company's Vice President and a Director, for the purpose of developing MRG’s Miami entertainment facility, which includes approximately 30,000 square feet of improved property including two, two-story structures that are connected, one two-story structure that is free standing and a covered outdoor area that was planned to be utilized for providing aforementioned entertainment activities. The property also includes approximately 30,000 square feet of additional unimproved land that we planned to utilize for parking.

We have not yet generated any revenues. To date, our business activities have been limited to planning the operations of the entertainment facility including preparation of architectural plans for the renovation and design of the facility. Since ECDV acquired MRG in May 2006, because of our very limited ability to raise capital from unaffiliated third parties, ECDV has only invested minimal additional funds on the development of the entertainment facility.

      Background of the Sale of the MRG Shares

ECDV has been trying to raise the necessary funds in the public market to further fund its business plan since acquiring MRG in 2006. At the time of the acquisition, ECDV expected that MRG would generate revenues in 2007, which has not materialized and ECDV does not expect that MRG will generate revenues in the foreseeable future.

     In response to the deteriorating business prospects of MRG’s business and the expected difficulties in successfully competing in the Miami entertainment market, the Board of Directors in October 2007 decided to review certain strategic opportunities as they arise and to obtain additional information regarding such opportunities for consideration and evaluation by the Board of Directors. Through December 2007, the Board of Directors of ECDV decided that no such alternative opportunities were viable for development of MRG’s entertainment facility as a public company..

     On January 3, 2008, at a Board of Directors meeting, the Board of Directors of ECDV discussed ECDV’s current financial outlook. Management indicated to the Board of Directors that MRG would not be able to generate any revenues in the foreseeable future. At that time, based on management’s estimates, management believed ECDV would exhaust its available cash within the next quarterly period and that due to its illiquid stock would not be able to raise additional funds to further fund and develop the business of MRG. The Board of Directors also discussed various strategic options for MRG, including potential suitors, competition in its Miami market and other business matters.

At a meeting held on January 10, 2008, the Board of Directors of ECDV discussed a proposed term sheet for the sale of MRG and the termination of its efforts to develop the Miami entertainment facility.

Due to the lack of interest in its MRG business by third parties, Certain Affiliated Persons proposed a transaction in which MRG would be sold in consideration for the forgiveness of $1,051,471 of debt owed by ECDV to Certain Affiliated Persons pursuant to a Stock Sale Agreement with MRG Acquisition Corp., a company which was organized in February 2008, as a Delaware corporation for the purpose of acquiring MRG from ECDV. MRGA is controlled by Certain Affiliated Persons, including Aaron M. Goldstein, our Vice President and a Director, Richard J. Margulies, our President and a Director, and Frank Rovito, our CFO and a Director. ECDV is currently indebted to Certain Affiliated Persons, as well as James Goldstein, the control person of Brickell North, the landlord of the Miami property on which we intended to develop our Miami facilities.

During the period from January 10, 2008 through the first week of February 2008, ECDV and MRG Acquisition Corp., an entity controlled by Certain Affiliated Persons, negotiated the Stock Sale Agreement.

     On February 8, 2008, the Board of Directors of ECDV was presented with and carefully considered a draft of the Stock Sale Agreement. After due consideration of such draft, the Board of Directors of ECDV approved, by unanimous written consent dated February 8, 2008, a form of the Stock Sale Agreement.

     On February 11, 2008, the Board of Directors of MRGA was presented with and carefully considered a draft of the Stock Sale Agreement. After due consideration of such draft, the Board of Directors of MRGA approved, by a written consent of its board of director dated February 11, 2008, a form of the Stock Sale Agreement.

     On February 12, 2008, the Board of Directors of ECDV was presented with and carefully considered a draft of the Stock Sale Agreement substantially in the form attached hereto as Annex A and other ancillary documents proposed to be attached as exhibits and schedules to the Stock Sale Agreement. After due consideration of all of the foregoing, the Board of Directors of ECDV, by a unanimous written consent of its directors dated February 12, 2008, authorized the execution and delivery on behalf of ECDV of the Stock Sale Agreement providing for the sale of the MRG Shares to MRGA to be in the best interests of ECDV, and deemed the sale of MRG to be advisable and in the best interests of ECDV and its stockholders. The Board of Directors also recommended that the stockholders of ECDV vote in favor of the sale of MRG in a stock sale transaction. The Board of Directors called a meeting of the stockholders of ECDV to consider the proposed sale of MRG pursuant to the Stock Sale Agreement. On February 20, 2008, the parties executed and delivered the Stock Sale Agreement in the form attached hereto as Annex A.

Recommendation of our Board of Directors and Reasons for the Sale of MRG

 Our Board of Directors unanimously recommends that you vote “FOR” the sale by ECDV of the MRG Shares to MRGA. In approving the Stock Sale Agreement, our Board of Directors considered a number of factors, including the following:

Ÿ	the historical and anticipated continued inability of ECDV to remain liquid in the near term and to continue to fund the MRG operations and the development of the MRG entertainment project;
Ÿ	the business, competitive position, strategy and prospects of MRG, the fact that we have not been successful in designing, developing, constructing and operating an entertainment center in Miami, Florida. The fact, that management of ECDV does not believe it will be able to successfully compete in the Miami entertainment market;
Ÿ	the conclusion that continuing funding efforts for MRG as a going concern would not result in greater stockholder value;
Ÿ	the amount of debt forgiveness as consideration to be received by ECDV from Certain Affiliated Persons, which provides certainty and immediate value to ECDV and its stockholders; and
Ÿ	this is the only offer received by ECDV in its effort to sell MRG.

     Our Board of Directors also considered a variety of risks and other potentially negative factors applicable to the sale of the MRG asset, including the following:

Ÿ	the fact that, following sale of our MRG asset, we will be unable to operate as a going business and our stockholders will forego any future increase in our value that might result from our possible growth through MRG;
Ÿ	the risks and contingencies related to the announcement and pendency of the sale of MRG, including the impact of the sale on our customers and our relationships with other third parties, including the potential negative reaction of these parties to the fact that we would be selling our MRG assets, including our leasehold improvements and Florida liquor license, to MRGA;
Ÿ	the amount of debt forgiven by Certain Affiliated Persons as consideration to be received as condition to MRGA’s obligation to complete the asset sale transaction and the right of MRGA to terminate the Stock Sale Agreement under certain circumstances, including for breaches by us of our representations, warranties, covenants and agreements in the Stock Sale Agreement; and
Ÿ	the risk that the MRG sale might not receive necessary stockholder approval.

     Our Board of Directors did not assign any particular weight or rank to any of the positive or potentially negative factors or risks discussed in this section, and our Board of Directors carefully considered all of these factors as a whole in reaching its determination and recommendation.

Effective Time of the Sale of MRG

     It is anticipated that, assuming approval of the stock sale transaction by the stockholders of ECDV, the transaction will close as soon thereafter as all conditions to closing have occurred. If the closing does not occur on or before June 30, 2008, the Stock Sale Agreement and the related transactions may be terminated provided the party electing to terminate is not in breach of any representation, warranty or covenant of that party under the Asset Sale Agreement.

Material Federal Income Tax Consequences

     The following discussion summarizes the material U.S. federal income tax consequences (i) to ECDV as a result of the sale of MRG to MRGA pursuant to the Stock Sale Agreement, and (ii) to the holders of ECDV’s Common and Preferred Stock who are United States holders (as hereafter defined) as a result of such sale. For these purposes, a “United States holder” is a stockholder that is: (i) a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust, or if the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, Internal Revenue Service rulings, judicial decisions and administrative rulings as of the date of this proxy statement, all of which are subject to change or differing interpretations, including changes and interpretations with retroactive effect. No assurance can be given that the tax treatment described in this proxy statement will remain unchanged at the time of such distributions.

     This discussion is for general information only and may not address all tax considerations that may be significant to a holder of our Common and Preferred Stock. It does not address all U.S. federal income tax consequences or any state, local or foreign tax consequences of ECDV’s sale of MRG Shares to MRGA. Stockholders subject to special treatment under certain federal income tax laws, including dealers in securities or foreign currency, tax-exempt entities, non-U.S. stockholders, banks, thrifts, insurance companies, mutual funds, persons that hold shares of our stock as part of a “straddle,” a “hedge,” a “constructive sale” transaction or a “conversion transaction,” persons that have “functional currency” other than the U.S. dollar, investors in pass-through entities, stockholders subject to the alternative minimum tax, and persons who acquired their shares of our stock upon exercise of stock options or in other compensatory transactions may be subject to special rules not discussed below. This discussion also does not address the U.S. federal income tax consequences to stockholders who do not hold their shares of our stock as a capital asset. Stockholders are urged to consult their own tax advisors to determine the particular tax consequences, including the application of any state, local or

     This discussion has no binding effect on the Internal Revenue Service or the courts and assumes that the sale of assets will be consummated in accordance with the Stock Sale Agreement. No ruling has been requested from the Internal Revenue Service, nor will we seek an opinion of counsel, with respect to the anticipated tax consequences of the sale of assets and the distribution, if any, of the net cash proceeds to the stockholders. If any of the anticipated tax consequences described herein prove to be incorrect, the result could be an increased tax liability at the corporate and/or stockholder level, thus reducing the benefits to us and our stockholders from the sale of assets.

      Tax Consequences to ECDV

      Tax consequences to ECDV of the sale of MRG to MRGA. We do not believe the sale of MRG will result in any federal corporate income tax liability (including any alternative minimum tax liability) because we anticipate that there will be no taxable gain reported from the sale of MRG to MRGA. However, the Internal Revenue Service may disagree with such determination. The Company will likely report an income from the forgiveness of debt by Certain Affiliated Persons in the period following the effectiveness of the MRG Assets sale.

      Tax consequences to ECDV after consummation of the sale of MRG. After the consummation of the sale of MRG to MRGA, ECDV will continue to be subject to federal income taxation on its taxable income, if any, such as interest income, gain from the sale of any remaining assets or income from the collection of accounts receivables not sold to MRGA. In addition, although we currently do not intend to make distributions of property to our stockholders, in the event we do make a distribution of property to our stockholders, ECDV may recognize gain upon such a distribution. In such case, ECDV will be treated as though it sold the distributed property to the distributee-stockholders for its fair market value on the date of the distribution. Management believes that ECDV has available a sufficient amount of its net operating loss carry-forward on a consolidated basis to offset any income or gain recognized by ECDV as a result of a distribution of property.

      Tax Consequences to our Stockholders

     ECDV does not expect any distribution of cash or property to its stockholders in connection with the Stock Sale Agreement between ECDV and MRGA. However, if there were any distribution, which are not anticipated, any amounts received by a stockholder as a result of one or more distributions from ECDV would be taxed as a dividend to the extent of the stockholder’s ratable share of ECDV’s current and accumulated earnings and profits determined on a consolidated basis. To date, ECDV has no accumulated earnings or profits on a consolidated basis.

      THE FOREGOING SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY STOCKHOLDER. EACH STOCKHOLDER IS URGED TO CONSULT A TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THE SALE OF THE MRG ASSET, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN LAWS AND CHANGES IN APPLICABLE TAX LAWS.

MARKET PRICE AND DIVIDEND DATA

     Our Common Stock became subject to quotation on the NASDAQ OTCBB market on April 30, 2007 under the symbol “ECDV.OB”. The following table sets forth the high and low bid price of our common stock as reported on the OTC Bulletin Board for fiscal years 2005, 2006 and 2007. The quotations listed below reflect interim dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions.

	Fiscal 2007				Fiscal 2006				Fiscal 2005
	High		Low		High		Low		High		Low
First Quarter ended July 31,	$	0.001	$	0.001	$	0.001	$	0.001	$	0.001	$	0.0001
Second Quarter ended October 31,	$	0.10	$	0.001	$	0.05	$	0.001	$	0.01	$	0.0001
Third Quarter ended January 31,	$	0.10	$	0.001	$	0.15	$	0.001	$	0.01	$	0.00
Fourth Quarter ended April 30,	$	0.50	$	0.10	$	0.35	$	0.10	$	0.01	$	0.00

     On March 31, 2008, the closing price reported by the OTC Bulletin Board was U.S. $0.01. Stockholders are urged to obtain current market prices for our Common Stock. Florida Atlantic Stock Transfer is our transfer agent and registrar. There were no sales of unregistered securities by ECDV during the fourth quarter of fiscal 2007 and first and second quarter of fiscal 2008. To our knowledge, there were approximately 223 holders of record of the stock of ECDV as of March 31, 2008. We have not paid any cash dividends on our common stock. ECDV did not repurchase any of its equity securities during the first and second quarter of fiscal year 2008.

PROPOSAL NO. 1
APPROVAL OF SALE OF MRG – REPRESENTING SUBSTANTIALLY ALL OF THE ECDV ASSETS

     The following sets forth a summary of the terms of the proposed sale by ECDV of the MRG Shares to MRGA. The following is qualified in its entirety by reference to the Stock Sale Agreement attached hereto as Annex A. All stockholders are urged to read the Stock Sale Agreement carefully.

      Parties to Agreement

     ECDV, MRG and MRGA, entered into a Stock Sale Agreement dated as of February 20, 2008.

      Assets to be Acquired; Liabilities Forgiven

     The Stock Sale Agreement provides that MRGA will acquire all of MRG’s capital stock and thereby acquire all right, title and interest in and to all property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, used in the conduct of MRG’s business. Those assets principally include leasehold improvements and a Florida liquor license.

     Certain Affiliated Persons will forgive debt in the amount of $1,051,471 owed by ECDV to such affiliated parties in consideration for entering into the Stock Sale Agreement.

      Consideration

     At the closing of the Stock Sale Agreement, Certain Affiliated Persons will forgive $1,051,471 in debt owed by ECDV to them and MRGA will assume the liabilities and obligations of MRG as described above.

      Representations and Warranties

     ECDV made certain representations and warranties to MRGA regarding, among other things:

Ÿ	our respective corporate authority to execute and deliver the Stock Sale Agreement;
Ÿ	due execution and delivery of the Stock Sale Agreement;
Ÿ	enforceability of the Stock Sale Agreement (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought);
Ÿ	our respective corporate existence, organization and similar corporate matters;
Ÿ	our respective subsidiaries;
Ÿ	required consents, approvals, orders and authorizations of, and notices to, governmental authorities and third parties relating to, the Stock Sale Agreement and related matters;
Ÿ	documents that ECDV has filed with the Securities and Exchange Commission, the accuracy of certain specified financial statements and other information contained in documents ECDV filed with the Securities and Exchange Commission since November 1, 2007, and its compliance with the Sarbanes-Oxley Act of 2002 and other matters with respect to its internal controls and procedures;
Ÿ	absence of certain changes since October 31, 2007 to the value of the MRG assets being transferred;
Ÿ	absence of dividends, stock splits, combinations or reclassifications of capital stock, certain employee-related events, changes in financial or tax accounting methods, tax elections or any licensing or other agreement with regard to material intellectual property or rights thereto related to us since October 31, 2007;
Ÿ	any material adverse changes in MRG’s business relationship with certain of its customers;
Ÿ	the absence of pending and threatened litigation involving either ECDV or MRG;
Ÿ	our compliance with applicable laws, judgments, and permits;
Ÿ	accuracy of information supplied by us in connection with this proxy statement.
Ÿ	MRGA made certain representations and warranties in the Stock Sale Agreement relating to, among other things:
Ÿ	its corporate organization and similar corporate matters;
Ÿ	authorization, execution, delivery, performance, and enforceability of, and required consents, approvals, orders, and authorizations of, and notices to, governmental authorities and third parties relating to, the Stock Sale Agreement and related matters;
Ÿ	its engagement of brokers, investment bankers or financial advisors; and
Ÿ	accuracy of information supplied by MRGA in connection with this proxy statement.

      Covenants of ECDV

     ECDV has agreed to a number of covenants that it must comply with between the date of the Stock Sale Agreement and the date of the closing of the MRG asset sale or the termination of the Stock Sale Agreement. Those covenants include, without limitation, the following:

Ÿ	ECDV will not (i) modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claims, (ii) enter into, terminate or amend any material contract, (iii) incur any material liability, (iv) permit the asset to be sold to become subject to any encumbrance or (v) sell, transfer, lease, license or otherwise dispose of any of those assets or our intellectual property;
Ÿ	ECDV will not adopt a plan of complete or partial liquidation or dissolution.
Ÿ	ECDV will not adopt a plan of complete or partial merger, consolidation, restructuring, recapitalization or other reorganization; provided, that ECDV may adopt a plan of merger for the sole purpose of the sale of ECDV as a corporate shell and without any of the assets to be sold to MRGA, provided such plan includes the consummation of the transactions in accordance with the terms of the Stock Sale Agreement and ECDV demonstrates that such plan will not delay either the solicitation of proxies in favor of, nor the consummation, of the transactions contemplated by the Stock Sale Agreement;
Ÿ	ECDV will file for MRG, on a timely basis, with appropriate taxing authorities all tax returns required to be filed by it prior to the closing date and timely pay all taxes related thereto;
Ÿ	ECDV will not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the closing set forth in the agreement not being satisfied, or would make any representation or warranty of ECDV contained in the Stock Sale Agreement inaccurate in any respect at, or as of any time prior to, the closing date, or that would materially impair the ability of MRGA, ECDV to consummate the closing in accordance with the terms of the Stock Sale Agreement or materially delay the consummation of the transactions contemplated by the Stock Sale Agreement; and
Ÿ	ECDV will not enter into any agreement, contract, commitment or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing.

      No Solicitation

     ECDV agreed that neither it nor any affiliate would, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any person or group (other than MRGA or any of its affiliates or representatives) concerning any alternative acquisition proposal. Furthermore, ECDV agreed not to approve or recommend, or propose to approve or recommend any alternative acquisition proposal, or enter into any agreement with respect to any alternative acquisition proposal. ECDV must immediately notify MRGA of the existence of any alternative proposal or inquiry received by ECDV or its representatives. Additionally, ECDV is required to immediately communicate to MRGA the terms of any proposal or inquiry which may be received (and provide to MRGA copies of any written materials received by ECDV in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

     Neither the Board of Directors of ECDV nor MRG is permitted to (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to MRGA, the approval by its Board of Directors of the Stock Sale Agreement or the transactions contemplated thereby or the recommendation to the stockholders of ECDV, (ii) approve or recommend or propose to approve or recommend, any alternative acquisition proposal or (iii) authorize ECDV to enter into any agreement (other than pursuant to the Stock Sale Agreement) with respect to any alternative acquisition proposal.

     However, ECDV may engage in discussions with third parties for the sole purpose of the sale of ECDV as a corporate shell, but without MRG and the MRG assets to be sold to MRGA, provided the terms would include the consummation of the MRG sale transaction in accordance with the terms of the Stock Sale Agreement and ECDV demonstrates that such transaction will not delay either the solicitation of proxies in favor of the transactions, or the consummation of the transactions, contemplated in the Stock Sale Agreement.

      Conditions to Closing

     The Stock Sale Agreement contains a number of conditions to the obligations of the parties to consummate the MRG sale transaction. Neither party is obligated to close if the approval of the stockholders of ECDV is not obtained at the Special Meeting or any postponement, adjournment or continuation thereof.

     MRGA will not be required to Sale the MRG asset from ECDV pursuant to the Stock Sale Agreement under certain specified circumstances. For example, MRGA will not be required to purchase MRG from ECDV if there is any threatened or pending suit, action or proceeding by any governmental entity affecting MRGA’s ability to exploit the MRG asset proposed to be sold or seeking to preclude consummation of the MRG sale transaction. Furthermore, ECDV and MRG must have obtained all consents and approvals of any person necessary to the consummation of the closing. If any material adverse change (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any material adverse change) in the consolidated financial condition, businesses, results of operations or prospects of MRG taken as a whole or on MRGA’s ability to exploit the MRG asset proposed to be sold has occurred, MRGA will have the right not to consummate the MRG sale transaction. All of the representations and warranties of ECDV set forth in the Stock Sale Agreement that are qualified as to materiality must be true and complete in all respects and any such representations and warranties that are not so qualified must be true and complete in all material respects, in each case as of the date of the Stock Sale Agreement and as of the closing date. Additionally, neither ECDV nor MRG shall have failed to perform in any material respect any material obligation or to comply in any material respect with any of its respective agreement or covenant to be performed or complied with by it under the Stock Sale Agreement. As the foregoing conditions are for the sole benefit of MRGA may waive, in whole or in part, any of those conditions at any time and from time to time in its sole discretion.

     The obligations of ECDV to consummate the sale of MRG pursuant to the Stock Sale Agreement are also subject to the satisfaction on or prior to the closing date of certain conditions, including that all of the representations and warranties of MRGA set forth in the Stock Sale Agreement that are qualified as to materiality are true and complete in all respects and any such representations and warranties that are not so qualified will be true and complete in all material respects, in each case as of the date of the Stock Sale Agreement and as of the closing date and MRGA shall have failed to perform in any material respect any material obligation or to comply in any material respect with any agreement or covenant to be performed or complied with by it under the Stock Sale Agreement.

     No federal or state regulatory approval is required in order to consummate the MRG sale transaction.

      Termination of Agreement

     The MRG asset sale transaction may be terminated or abandoned at any time prior to the closing date:

Ÿ	By the mutual written consent of ECDV and MRGA.
Ÿ	By either ECDV or MRGA if any governmental entity issues a final and non-appealable order, decree or ruling or takes any other action which permanently restrains, enjoins or otherwise prohibits the MRG asset sale transaction.
Ÿ	By ECDV or MRGA if the other has breached in any material respect any of its respective representations, warranties, covenants or other agreements contained in the Stock Sale Agreement, which breach cannot be or has not been cured within 30 days after written notice of such breach.
Ÿ	By ECDV or MRGA on or after June 30, 2008, if the closing has not occurred by that date and if the failure of the closing to occur is not the result of a breach of a representation, warranty or covenant by the party desiring to terminate the Stock Sale Agreement.

     If the Stock Sale Agreement is terminated after the Special Meeting and stockholder approval is not obtained at the Special Meeting, ECDV is required to reimburse MRGA for all out-of-pocket expenses incurred by MRGA in connection with the asset sale transaction. However, if ECDV uses its best efforts to secure stockholder approval, it will not be responsible for reimbursing those expenses.

      Indemnification

     ECDV and MRG are required to jointly and severally indemnify, defend and hold harmless MRGA and Certain Affiliated Persons thereof from and against and in respect of losses:

Ÿ	that arise out of any breach by ECDV of its representations and warranties contained in or made pursuant to the Stock Sale Agreement;
Ÿ	that arise out of any breach by ECDV or MRG of its covenants or agreements contained in or made pursuant to the Stock Sale Agreement;
Ÿ	related to liabilities agreed to be assumed by MRGA and
Ÿ	that arise from the failure to obtain any required consent with respect to the assignment of the contracts to be assumed by MRGA in connection with the asset sale transaction.

     Neither ECDV nor MRG will be liable for any losses resulting from a breach of its responsibilities or warranties described above.     

      Transfer Taxes

     ECDV may pay for transfer taxes, if applicable, incurred with respect to the transfer by ECDV to MRGA of tangible personal property having a fair market value of up to $20,000. To the extent that such taxes are paid by ECDV, MRGA will reimburse ECDV for such transfer taxes within ten business days of MRGA’s receipt of notice and proof of payment from ECDV.

      Vote Required

     The approval of the sale of assets of ECDV requires the affirmative vote of a majority of the outstanding shares of common and preferred stock at the close of business on the record date for the Special Meeting.

      THE BOARD OF DIRECTORS OF EAST COAST DIVERSIFIED CORP. HAS DEEMED THE SALE OF MRG, ECDV’s WHOLLY-OWNED SUBSIDIARY, TO BE IN THE BEST INTERESTS OF THE STOCKHOLDERS OF ECDV AND ADVISABLE AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE SALE OF MRG TO MRGA PURSUANT TO THE STOCK SALE AGREEMENT.

  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information (except as otherwise indicated by footnote) as to shares of common stock owned as of March 31, 2008 or which can be acquired within sixty days of March 31, 2008 by (i) each person known by management to beneficially own more than five percent (5%) of ECDV’s outstanding common stock, (ii) each of ECDV’s directors, and officers, (iii) all executive officers and directors as a group. On March 31, 2008 there were 8,816,216 shares of common and 167,650 of convertible preferred stock outstanding. None of the common stock underlying the convertible preferred stock can be acquired within sixty days from giving notice to the Company.

Title of Class	Name and Address of Beneficial Owner	Beneficial Owner of Common Stock	Percent of Class	Beneficial Owner of Preferred Stock (1)	Percent of Class
Common Stock	Richard Margulies, CEO, President and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	1,550,000 shares	17.58%	78,700	46.94%
Common Stock	Frank Rovito, CFO and Director 906 Oaktree Road, Suite F South Plainfield, NJ 07080	620,000 shares	7.03%	3,050	1.82%
Common Stock	Aaron Goldstein, Vice-President and Director 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	1,550,000 shares	17.58%	78,700	46.94%
Common Stock	All officers and directors as a group (3 people)	3,720,000 shares	42.19%	160,450	95.70%

(1) Based up 167,650 issued and outstanding Preferred Stock, which holders have have 100 votes on all matters submitted to a vote of shareholders. The holders of the Prferred Stock have the right to convert each Preferred Stock into 100 shares of common stock of ECDV.

AVAILABLE INFORMATION AND FINANCIAL STATEMENTS

     ECDV’s financial statements included in ECDV’s Annual Report on Form 10KSB for the fiscal year ended April 30, 2007 filed with the Securities and Exchange Commission on August 28, 2007 and ECDV’s Quarterly Report for the period ended January 31, 2007 filed with the Securities and Exchange Commission on March 20, 2008 are being mailed with this Proxy Statement as Annex B. If you do not receive your copy of the audited financial statements, or if you wish to receive other filings ECDV has made with the Securities and Exchange Commission, please contact East Coast Diversified Corp. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080, Attention: Richard J. Margulies. You may read and copy any materials ECDV files with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. ECDV’s public filings can also be found on the website of the Securities and Exchange Commission (www.sec.gov).

OTHER BUSINESS

     The Board of Directors does not know of any business to be presented at the Special Meeting other than the matters set forth above, but if other matters came before the Special Meeting, it is the intention of the proxies to vote in accordance with their best judgment on such matters.

Dated: April 10, 2008	BY ORDER OF THE BOARD OF DIRECTORS
	Richard J. Margulies
	Chairman of the Board

ANNEX A
STOCK SALE AGREEMENT, filed herewith

ANNEX B
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED APRIL 30, 2007, filed herewith

ANNEX C
QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED JANUARY 31, 2008, filed herewith

o Mark this box with an X if you have made changes to your name or address details above.

Special Meeting Proxy Card

The board of directors recommends a vote FOR the proposal described under proposal 1.

		For	Against	Abstain
1.	To approve the sale of Miami Renaissance Group, Inc., a wholly-owned subsidiary of East Coast Diversified Corp., representing substantially all of the assets of ECDV, to MRG Acquisition Corp. pursuant to the Stock Sale Agreement.	o	o	o
For planning purposes, please mark this box if you plan to attend the Special Meeting:	o

Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.

NOTE: Please sign exactly as your name appears herein. Joint owners should each sign personally. A corporation should sign full corporate name by duly authorized officers and affix corporate seal. When signing as attorney, executor, administrator, trustee, or guardian, give full title as such.

Date (mm/dd/yyyy) Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box

      PROXY — EAST COAST DIVERSIFIED CORP.

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2008 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard J. Margulies as proxy and attorney-in-fact of the undersigned, with full power of substitution, to represent and vote, as designated below, all shares of common stock of East Coast Diversified Corp. (“ECDV”) which the undersigned is entitled to vote at the Special Meeting of Stockholders of ECDV to be held on April 25, 2008 at 4:00 p.m. at 906 Oaktree Road, Suite F, South Plainfield, NJ 07080, and at any adjournments or postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND IN THE DISCRETION OF THE PROXY HOLDER WITH RESPECT TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE RETURN PROMPTLY IN ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.

EX-99

STOCK SALE AGREEMENT

By and Among

MRG ACQUISITION CORP.

And

EAST COAST DIVERSIFIED CORPORATION

And

MIAMI RENAISSANCE GROUP, INC.

Dated as of February 20, 2008

STOCK SALE AGREEMENT

This agreement is entered into this 20^th day of February, 2008 (the “Agreement”) by and between East Coast Diversified Corporation, a Florida corporation (“ECDV”), Miami Renaissance Group, Inc., a Florida corporation and a wholly-owned subsidiary of ECDV (“MRG”), and MRG Acquisition Corp., a Florida corporation (“MRGA”).

WHEREAS, ECDV is a publicly-traded company having shares of its common stock currently quoted on the NASD Bulletin Board under the symbol ECDV, an NASD-sponsored and operated inter-dealer automated quotation system for equity securities not included on The Nasdaq Stock Market;

WHEREAS, ECDV owns 100% of the capital stock on MRG;

WHEREAS, ECDV desires to sell, transfer and assign 100% of the capital stock of MRG (“MRG Shares”) and BBI desires to acquire 100% of the MRG Shares from ECDV;

WHEREAS, ECDV and MRG acknowledge that ECDV is indebted to certain persons who may be deemed affiliates of ECDV, MRG and MRGA (the “Certain Affiliated Parties”); and

WHEREAS, ECDV agrees to sell, transfer and assign the MRG Shares to MRGA in consideration for the forgiveness by Certain Affiliated Parties of debt of ECDV in the aggregate sum of $1,051,471.

NOW THEREFORE, pursuant to the terms and conditions of this Agreement and the mutual promises and covenants set forth below, the parties hereto agree as follows:

Section 1.1   Sale and Transfer of MRG Shares.   Subject to the terms and conditions of this Agreement, at the Closing ECDV shall sell, transfer, assign and deliver to MRGA the MRG Shares, together with such other instruments as may be necessary to convey all right, title and interest in the MRG Shares to MRGA. In connection with and as part of the sale of the MRG Shares, ECDV is expressly conveying to MRGA any right, title or interest that ECDV has or may have in the following:

(a)  any interest of ECDV in the leasehold improvements on a certain parcel of real estate located at 227 N.E. 17^th St., Miami, FL 33137;

(b)  any interest of ECDV in the Florida liquor license.

Section 1.2  Forgiveness of Liabilities.   In consideration for the sale of the MRG Shares, MRGA and the Certain Affiliated Parties are forgiving liabilities of ECDV in the amount of $1,051,471.

Section 1.3   The Purchase Price.   Subject to the terms and conditions of this Agreement, in consideration of the aforesaid sale, transfer, assignment and delivery of the MRG Shares to MRGA, at the Closing, the Certain Affiliated Parties, creditors of ECDV, shall execute and deliver such instruments necessary to effect the forgiveness of debt in an amount of $1,051,471.

ARTICLE II

THE CLOSING

Section 2.1   The Closing.   The sale, transfer, assignment and delivery of the MRG Shares by ECDV to MRGA shall take place at the offices of MRGA located at 1475 Cypress Creek Rd. Suite 202, Fort Lauderdale, F 33309, at 10:00 a.m., local time, on a day mutually agreed to by parties which day shall be not later than ten Business Days following the satisfaction or waiver of all conditions to closing set forth in ARTICLE VI (other than conditions which can be satisfied only by the delivery of certificates, opinions or other documents at the Closing), unless another date or place is agreed in writing by each of the parties hereto.

Section   2.2   Deliveries by ECDV.   At the Closing, ECDV shall deliver or cause to be delivered to MRGA:

(a)  certificate(s) evidencing all MRG Shares together with duly executed stock power(s) bearing medallion signature guarantees;

(b) all documents and instruments necessary to transfer and record beneficial and record ownership to MRGA of the MRG Shares, the Florida liquor license and the leasehold improvements;

(c) assignments of licenses, including the Florida liquor license, trade names, domain names, ideas, assumed names, and all applications and permits applicable to the real property leased by MRG from a Certain Affiliated Party;

(d)  duly executed copies of all required consents;

(e) all of the books and records of MRG;

(f) all such other deeds, leases, permits, assignments and other instruments as, in the opinion of MRGA’s counsel, are necessary to vest in MRGA, good and marketable title to the MRG Shares and the leasehold improvements and Florida liquor license conveyed hereunder; and

(g) all other previously undelivered documents required to be delivered by ECDV to MRGA at or prior to the Closing in connection with the Transactions.

Section  2.3   Deliveries by MRGA.   At the Closing, MRGA shall deliver or cause to be delivered to ECDV:

(a)  such instruments as ECDV shall reasonably request evidencing the forgiveness of debt in the amount of $1,051,471;

(b)  the officer’s certificate referred to in Section 6 hereof; and

(c)  such other documents as are required to be delivered by MRGA to ECDV at or prior to the Closing pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ECDV

All of the statements contained in this Article III are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete in all material respects (without giving effect to any materiality qualifier therein) as of the Closing Date as though made on the Closing Date.

Section  3.1   Authorization.   ECDV has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions contemplated hereby. The execution, delivery and performance by ECDV of this Agreement and the consummation of the Transactions have been duly authorized by ECDV’s Board of Directors and by the sole shareholder of MRG, and no other corporate action on the part of ECDV is necessary to authorize the execution and delivery by ECDV of this Agreement or the consummation by it of the Transactions, subject only to the approval of this Agreement and the Transactions (including without limitation the sale of the MRG Shares) by the vote by holders of a majority of the outstanding shares of ECDV common stock and preferred stock and the special meeting of stockholders (“Special Meeting”) to be held as soon as practicable after the filing of a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission (“SEC”).

Section  3.2   Binding Agreement ..   This Agreement has been duly executed and delivered by each of ECDV and, assuming due and valid authorization, execution and delivery thereof by MRGA, this Agreement is a valid and binding obligation of ECDV enforceable against ECDV in accordance with its terms, except: (i) in the event that ECDV stockholders owning a majority of ECDV’s common stock and preferred stock fail to vote in favor of this Agreement and the Transactions at the Special Meeting; (ii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally; and (iii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought.

Section  3.3   Good Title Conveyed.   The certificates evidencing the MRG Shares, stock powers, endorsements, assignments, leases and other instruments to be executed and delivered by ECDV to MRGA at the Closing will be valid and binding obligations of ECDV, enforceable in accordance with their respective terms, and will effectively vest in MRGA good, valid and marketable title to the assets, including the MRG Shares, the leasehold improvements and Florida liquor license, to be transferred to MRGA pursuant to and as contemplated by this Agreement.

Section  3.4   Organization; Qualification of ECDV .  ECDV (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has full corporate power and authority to carry on its business and to own those MRG Shares and the other assets to be transferred by it to MRGA; and (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which the conduct of its business or the character of its assets requires such qualification, except where the failure to be so qualified or licensed as a foreign corporation could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on ECDV, taken as a whole, or on the MRG Shares and the business operations of MRG.

Section  3.5   Consents and Approvals; No Violations.   Except for the filing with the SEC of (i) the Proxy Statement relating to the Special Meeting of stockholders pursuant to which ECDV will be soliciting votes of common and preferred stockholders “FOR” approval of this Agreement and the Transactions; (ii) such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, none of the execution, delivery or performance of this Agreement by ECDV, the consummation by ECDV of the Transactions or compliance by ECDV with any of the provisions hereof will: conflict with or result in any breach of any provision of the certificate of incorporation, the by-laws or similar organizational documents of ECDV require: any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than the SEC, or other Person (including, without limitation, consents from parties to loans, contracts, leases, licenses and other agreements to which ECDV is a party); from any third parties any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement to which ECDV is a party or by which MRG is bound; or violate any order, writ, injunction, decree, statute, rule or regulation applicable to ECDV, the MRG Shares, the Florida liquor license, the leasehold improvements on the Miami entertainment facility property, excluding from the foregoing clauses such violations, breaches or defaults that could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the MRG Shares, the Florida liquor license or the leasehold improvements.

Section  3.6   SEC Reports and Financial Statements ..

  (a)  ECDV has filed, or furnished, as applicable, with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2004 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “ECDV SEC Documents”). The ECDV SEC Documents, as of their respective dates or, if amended, as of the date of the last such amendment, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, Securities Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated under such acts and the applicable rules and regulations of the SEC thereunder. MRG, ECDV’s wholly-owned subsidiary, is not required to make any filings with the SEC.

(b) The consolidated financial statements of ECDV included or incorporated by reference in the ECDV SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act) and fairly presented the consolidated financial position of ECDV and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not material in amount.

Section  3.7   Absence of Certain Changes.   Since the Balance Sheet Date, neither ECDV nor MRG has:

(a) MRG’s assets to be subjected to any Encumbrance, excluding Encumbrances in favor of or owed to Certain Affiliated Parties; or

(b) sold, transferred, licensed or otherwise disposed of any of MRG’s assets,

Section  3.8   Title to Properties; Encumbrances.   Each of ECDV has good, valid and marketable title to the MRG Shares and the leasehold improvements and Florida liquor license.

Section  3.9   Contracts and Commitments .

(a)  ECDV has no agreements, contracts, commitments or restrictions which are material and have an adverse impact on MRG or its exploitation of the Miami entertainment facilities.

(b)  ECDV has no outstanding contracts with agents, consultants, advisors, salesmen, sales representatives, distributors or dealers which are material and have an adverse impact on MRG or its exploitation of the Miami entertainment facilities.

(c)  Neither ECDV nor MRG is restricted by agreement from carrying on the Transactions contemplated in this Agreement.

Section 3.10 Litigation.   There is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the knowledge of ECDV, threatened, against or involving the ECDV, or which questions or challenges the validity of this Agreement or any action taken or to be taken by ECDV pursuant to this Agreement or in connection with the Transactions; and there is no valid basis for any such action, proceeding or investigation. Neither ECDV nor MRG is subject to any judgment, order or decree.

Section 3.11 Compliance with Laws.   ECDV has complied in all respects with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local, foreign governments and agencies thereof that affect their business, properties or assets and no notice, charge, claim, action or assertion has been received by ECDV or has been filed, commenced or threatened against ECDV alleging any violation of any of the foregoing, in each case, except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on ECDV, taken as a whole, or on MRG.

Section  3.12   Brokers or Finders.   No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Transactions.

Section  3.13   Full Disclosure.   To the knowledge of ECDV, ECDV has not failed to disclose to MRGA any facts material to the Transactions. No representation or warranty by ECDV contained in this Agreement and no statement contained in any document, certificate, or other writing furnished or to be furnished by ECDV to MRGA or any of its representatives pursuant to the provisions hereof or in connection with the Transactions, contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

Section  3.14  Proxy Statement .   The Definitive Proxy Statement will not, at the date it is first mailed to the stockholders of ECDV and at the Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by ECDV with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of MRGA specifically for inclusion or incorporation by reference in the Definitive Proxy Statement. The Definitive Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MRGA

MRGA represents and warrants to ECDV that:

Section  4.1   Organization.    MRGA is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority, and governmental approvals would not have, individually or in the aggregate, a material adverse effect on the ability of MRGA to consummate the Transactions.

Section  4.2   Authorization; Validity of Agreement; Necessary Action.   MRGA has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by MRGA of this Agreement and the consummation of the Transactions have been duly authorized by the Board of Directors of MRGA, and no other corporate action on the part of MRGA is necessary to authorize the execution and delivery by MRGA of this Agreement or the consummation of the Transactions. This Agreement has been duly executed and delivered by MRGA, and, assuming due and valid authorization, execution and delivery hereof by ECDV, is a valid and binding obligation of MRGA, enforceable against MRGA in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought.

Section  4.3   Consents and Approvals; No Violations.   None of the execution, delivery or performance of this Agreement by MRGA, the consummation by MRGA of the Transactions or compliance by MRGA with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of MRGA, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which MRGA is a party or by which any of its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to MRGA or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of MRGA to consummate the Transactions.

Section 4.4   Brokers or Finder.  MRGA has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Transactions.

Section  4.5   Information Supplied.   None of the information to be supplied by or on behalf of MRGA in writing specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of ECDV contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

ARTICLE V

COVENANTS

Section  5.1   Interim Operations of ECDV.   ECDV covenants and agrees that, after the date hereof and prior to the Closing Date, except as expressly provided in this Agreement or as may be agreed in writing by MRGA in its sole discretion, neither ECDV nor MRG shall: (i) modify, amend or terminate any material contract or waive, release or assign any material rights or claims; (ii) enter into, terminate or amend any material contract, (iii) incur any material liability, (iv) permit MRG or the MRG Shares to become subject to any Encumbrance or (v) sell, transfer, lease, license or otherwise dispose of any of MRG assets or the MRG Shares;

Section  5.2   Stockholder Action.   ECDV shall, as promptly as practicable following the execution of this Agreement, establish a record date for giving notice of actions pursuant to this Agreement and prepare and file all documents and take such actions that are necessary in order to facilitate the prompt mailing the Definitive Proxy Statement to ECDV’s common and preferred stockholders regarding the Special Meeting of ECDV’s common and preferred stockholders seeking approval of this Agreement and the Transactions.

Section  5.3  Proxy Statement.   As promptly as practicable after the execution of this Agreement, ECDV shall prepare and file with the SEC the Preliminary Proxy Statement. ECDV shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable. ECDV shall promptly (i) notify MRGA upon the receipt of any such comments or requests and (ii) provide MRGA with copies of all correspondence between ECDV and its representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (i) ECDV shall provide MRGA with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (ii) ECDV shall include in such drafts, correspondence and filings all comments reasonably proposed by MRGA and (iii) to the extent practicable, ECDV and its outside counsel shall permit MRGA and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Transactions. If at any time prior to the Closing of this Agreement any event shall occur, or fact or information shall be discovered that should be set forth in an amendment of or a supplement to the Proxy Statement, ECDV shall, in accordance with the foregoing procedures, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable law, cause such amendment or supplement to be distributed to the common and preferred stockholders of ECDV. MRGA shall cooperate with ECDV in connection with the preparation of the Proxy Statement and shall provide in a timely fashion all information requested by ECDV concerning MRGA that is required to be included in the Proxy Statement.

Section  5.4   Efforts and Actions to Cause Closing to Occur.

(a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing.

(b)  Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions.

Section 5.5  Access to Books and Records.   On and after the Closing during normal business hours, ECDV will permit MRGA and its auditors, through their authorized representatives, to have access to and examine and make copies of all books and records relating to MRG which are not delivered to MRGA pursuant hereto.

Section 5.6   ECDV shall not Accept Other Acquisition Proposals. During the period from the date of the execution of this Agreement through the Closing Date, ECDV shall not accept any Acquisition Proposal, as defined in Section 9.1, made by any Person, other than MRGA, to acquire all or any portion of the MRG Shares, whether by merger, tender offer, exchange offer, sale of assets, license or similar transactions involving ECDV.

ARTICLE VI

CONDITIONS

Section  6.1   Conditions to Each Party’s Obligation to Effect the Closing.   The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of stockholder approval, by means of the vote at the Special Meeting of holders of a majority of ECDV’s common stock and preferred stock of this Agreement and the Transactions.

Section 6.2   Conditions to Obligations of MRGA to Effect the Closing.   The obligations of MRGA to consummate the Closing shall be subject to the satisfaction on or prior to the Closing Date of the following:

(a) Officer’s Certificate. ECDV shall have delivered to MRGA at the Closing a certificate signed by the chief executive officer of ECDV, dated the Closing Date, in form and substance satisfactory to MRGA, to the effect that, as of the Closing Date, (i) all of the representations and warranties of ECDV set forth in this Agreement that are qualified as to materiality are true and complete, (ii) all such representations and warranties that are not so qualified are true and complete in all material respects, (iii) there has not occurred any material adverse change (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any material adverse change) in the assets of MRG and (iv) ECDV have performed all obligations required under this Agreement to be performed by it at or prior to the Closing;

(b)  Consents Obtained.   All consents and approvals of any person necessary to the consummation of the Closing and the other Transactions, including consents and approvals from parties to loans, contracts, leases, licenses or other agreements and consents and approvals from governmental agencies, whether federal, state or local shall have been obtained, and a copy of each such consent or approval shall have been provided to MRGA at or prior to the Closing;

(c)  Representations and Warranties .   All of the representations and warranties of ECDV set forth in this Agreement that are qualified as to materiality shall be true and complete in all respects and any such representations and warranties that are not so qualified shall be true and complete in all material respects, in each case as of the date of this Agreement and as of the Closing Date.

The foregoing conditions are for the sole benefit of MRGA and may be waived by MRGA, in whole or in part, at any time and from time to time in the sole discretion of MRGA.

Section  6.3   Conditions to Obligations of ECDV to Effect the Closing.   The obligations of ECDV to consummate the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

(a)  Representations and Warranties.   All of the representations and warranties of MRGA set forth in this Agreement that are qualified as to materiality shall be true and complete in all respects and any such representations and warranties that are not so qualified shall be true and complete in all material respects, in each case as of the date of this Agreement and as of the Closing Date;

(b)  Officer’s Certificate.   MRGA shall have delivered to ECDV at the Closing a certificate signed by the chief executive officer of MRGA, dated the Closing Date, in form and substance satisfactory to ECDV, to the effect that, as of the Closing Date, (i) all of the representations and warranties of MRGA set forth in this Agreement that are qualified as to materiality are true and complete, (ii) all such representations and warranties that are not so qualified are true and complete in all material respects, and (iii) MRGA has performed all obligations required under this Agreement to be performed by it at or prior to the Closing.

(c) Stockholder Approval. ECDV shall have received at the Special Meeting of ECDV’s common and preferred stockholders the affirmative vote approving the sale of the Agreement and the Transactions.

The foregoing conditions are for the sole benefit of ECDV and may be waived by ECDV, in whole or in part, at any time and from time to time in the sole discretion of ECDV.

ARTICLE VII

TERMINATION

Section  7.1   Termination.   The Transactions may be terminated or abandoned at any time prior to the Closing Date:

(a) By the mutual written consent of MRGA and ECDV;

(b) By either MRGA or ECDV if: (i) any Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties hereto shall use their reasonable efforts to lift), which permanently restrains, enjoins or otherwise prohibits the Transactions and such order, decree, ruling or other action shall have become final and non-appealable; or (ii) holders of a majority of ECDV common and preferred stock fail to vote in favor of this Agreement and the Transactions at the Special Meeting.

(c)  By ECDV: (i) if MRGA shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach cannot be or has not been cured within 30 days after the giving of written notice by ECDV to MRGA specifying such breach; or (ii) on or after June 30, 2008, if the Closing shall not have theretofore occurred and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by ECDV;

(d)  By MRGA: (i) if ECDV shall have breached any representation, warranty, covenant or other agreement contained in this Agreement, which breach cannot be or has not been cured within 30 days after the giving of written notice by MRGA to ECDV specifying such breach; or (ii) on or after June 30, 2008, if the Closing shall not have theretofore occurred and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by MRGA.

Section 7.2  Effect of Termination.   In the event of the termination or abandonment of the Transactions by any party hereto pursuant to the terms of this Agreement, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination or abandonment of the Transactions is made, and there shall be no liability or obligation thereafter on the part of MRGA or ECDV.

ARTICLE VIII

INDEMNIFICATION

Section  8.1   Indemnification; Remedies.

(a) ECDV shall jointly and severally indemnify, defend and hold harmless the MRGA Indemnified Persons from and against and in respect of all Losses that arise out of any breach by ECDV of its representations and warranties contained in or made pursuant to this Agreement; and

(b) MRGA shall jointly and severally indemnify, defend and hold harmless the ECDV Indemnified Persons from and against and in respect of all Losses that arise out of any breach by ECDV of its covenants or agreements contained in or made pursuant to this Agreement. 

ARTICLE IX

DEFINITIONS AND INTERPRETATION

Section  9.1   Definitions.   For all purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise:

“Acquisition Proposal” shall mean any proposal or offer made by any Person other than MRGA to acquire all or any portion of the MRG Shares owned by ECDV, whether by merger, tender offer, exchange offer, sale of assets, license or similar transactions involving ECDV.

 “Agreement” or “this Agreement” shall mean this Stock Sale Agreement.

  “Balance Sheet” shall mean the most recent audited balance sheet of the ECDV in the ECDV SEC Documents.

Balance Sheet Date” shall mean April 30, 2007.

“MRGA” shall have the meaning ascribed thereto in the Preamble.

  “MRGA Indemnified Persons” shall mean MRGA and its Affiliates and each of their officers, directors, employees, agents and representatives.

“Certain Affiliated Parties” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

“ Closing” shall mean the closing referred to in Section 2.1.

“Closing Date” shall mean the date on which the Closing occurs.

“ECDV” shall have the meaning ascribed thereto in the Preamble.

“ECDV Common Stock ” shall mean the common stock of ECDV.

“ECDV Indemnified Persons” shall mean ECDV and its Affiliates and each of their officers, directors, employees, agents and representatives

“ECDV Preferred Stock” shall mean the preferred stock of ECDV.

“ECDV SEC Documents” shall have the meaning ascribed thereto in Section 3.7.

“ECDV Subsidiary” shall have the meaning ascribed thereto in the Preamble.

  “Encumbrances” shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title, transfer or use of any nature whatsoever other than liens for taxes, assessments or other governmental charges which were incurred in the ordinary course of business and are not due and payable.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“GAAP” shall mean United States generally accepted accounting principles.

“Governmental Entity” shall mean a court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency.

“Liabilities” shall mean all liabilities and obligations, secured or unsecured, whether absolute, accrued, contingent, fixed or otherwise, whether known or unknown and whether or not due.

“Licenses” shall mean all licenses, including the Florida liquor, and agreements pursuant to which ECDV has acquired rights used by or for the benefit of MRG.

“Losses” shall mean any and all losses, Liabilities, claims, diminution of value, damages, judgments, settlements and expenses (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of MRGA arising under ARTICLE VIII) incurred by any of the MRGA Indemnified Persons.

“Person ” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

  “Proxy Statement” shall have the meaning ascribed thereto in Section 3.6.

“Special Meeting” shall mean the ECDV stockholders meeting as set forth in the Proxy Statement attached hereto.

“SEC” shall mean the United States Securities and Exchange Commission.

“Stockholder Approval” shall have the meaning ascribed thereto in Section 3.1.

“Subsidiary” shall mean, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (b) such Person or any other Subsidiary of such Person is a general partner (excluding any such partnership where such Person or any Subsidiary of such party does not have a majority of the voting interest in such partnership).

“Transactions” shall mean all the transactions provided for or contemplated by this Agreement.

  Section  9.2   Interpretation .

(a)  When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.

(b)  Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(c)  The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(d)  The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(e)  A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(f)  A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefore and all regulations and statutory instruments issued thereunder or pursuant thereto.

(g)  The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE X

MISCELLANEOUS

Section  10.1   Amendment and Modification.   This Agreement may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.

Section 10.2 Notices.   All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice):

if to MRGA , to:

MRG Acquisition Corp.
2601 Biscayne Blvd.
Miami, FL 33137
Attention: Aaron Goldstein

And

if to ECDV, to:

East Coast Diversified Corp.
906 Oak Tree Road, Suite F
South Plainfield, NJ 07080
Attention: Richard Margulies

Section 10.3   Counterparts.   This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties.

Section 10.4   Entire Agreement; No Third Party Beneficiaries.   This Agreement constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof and is not intended to confer upon any Person other than the parties hereto and the MRGA and ECDV Indemnified Persons any rights or remedies hereunder.

Section 10.5 Severability.   Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

Section 10.6   Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the principles of conflicts of law thereof.

 Section  10.7   Time of Essence.   Each of the parties hereto hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section  10.8   Extension; Waiver.   At any time prior to the Closing Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance by the other parties with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Section  10.9   Assignment.   Neither this Agreement not any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written content of the other parties, except that MRGA may assign, in its sole discretion, any or all of its rights and interests hereunder to any direct or indirect wholly-owned Subsidiary of MRGA. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

IN WITNESS WHEREOF, MRGA, MRG, ECDV have executed this Agreement or caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

East Coast Diversified Corporation

By: Richard J. Margulies, President

Name (Title)

Miami Renaissance Group, Inc.

By: Richard J. Margulies, President

Name (Title)

MRG Acquisition Corp.

By: Aaron M. Goldstein, President

Name (Title)

EX-99

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-KSB
___________________________

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

For the fiscal year ended April 30, 2007

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

Commission file number 0-50356

EAST COAST DIVERSIFIED CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

Nevada	55-0840109
(State of Incorporation)	(I.R.S. Employer Identification No.)
1475 West Cypress Road, Suite 202, Ft. Lauderdale, FL	33309
(Address of Principal Executive Offices)	(ZIP Code)

 Registrant's Telephone Number, Including Area Code: (786) 777-0808

Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001

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 x No ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ¨

On August 10, 2007, the aggregate market value of the 5,096,216 common stock held by non-affiliates of the Registrant was approximately $305,773. On August 10, 2007, the Registrant had 8,816,216 shares of common stock outstanding.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x

TABLE OF CONTENTS

Item	Description	Page
PART I
ITEM 1.	DESCRIPTION OF BUSINESS		3
ITEM 2.	DESCRIPTION OF PROPERTY		9
ITEM 3.	LEGAL PROCEEDINGS		9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		9
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		10
ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION		11
ITEM 7.	FINANCIAL STATEMENTS		14
ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		15
ITEM 8.A	CONTROLS AND PROCEDURES		15
ITEM 8.B	OTHER INFORMATION		15
PART III
ITEM 9.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)		15
ITEM 10.	EXECUTIVE COMPENSATION		18
ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		19
ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		19
ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K		20
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		20

Forward-Looking Statements and Associated Risks

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Some of the statements contained in this annual report of East Coast Diversified Corporation (hereinafter the "Company", "We" or the "Registrant") discuss future expectations, contain projections of our operations or financial condition or state other forward-looking information. Some statements contained in this annual report on Form 10-KSB that are not historical facts (including without limitation statements to the effect that we "believe," "expect," "anticipate," "plan," "intend," "foresee," or other similar expressions) and are forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those anticipated by us. All comments concerning our expectations for future revenue and operating results are based on our forecasts of our plan of operation and do not include the potential impact of any future acquisitions or operations. These forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. For a more detailed discussion of the foregoing risks and uncertainties, see "Risk Factors".

PART I

ITEM 1. DESCRIPTION OF BUSINESS Back to Table of Contents

Business Development

East Coast Diversified Corp. (the "Company") was incorporated under the laws of the State of Florida on May 27, 1994 under the name Plantastic Corp. The Company was formed for the purpose of purchasing and operating a tree farm and nursery. The Company was unsuccessful in this venture and in March 1997, the Company amended its articles of incorporation, reorganized its capital structure and changed its name to Viva Golf, USA Corp. The Company then acquired the assets of Viva Golf, USA Corp., a Delaware corporation, which consisted of a golf equipment marketing plan and other related assets. The Company unsuccessfully engaged in the business of golf club manufacturing and marketing and ceased those operations in 1998. In June 2003, the Company changed its name to East Coast Diversified Corp. from Lifekeepers International, Inc. and changed its domicile to Nevada.

Acquisition of Miami Renaissance Group, Inc.

On April 26, 2006, the Registrant entered into a definitive Share Exchange Agreement (the "Agreement") to acquire 100% of the issued and outstanding shares of Miami Renaissance Group, Inc. ("MRG"), a privately-owned Florida corporation, in exchange for the issuance of 4,635,000 restricted shares of the Registrant's common stock and 167,650 preferred stock designated as Series A Convertible Preferred Stock ("Preferred Stock"). The Registrant's officers and directors, who did not own any shares of common stock of the Registrant prior to this Agreement, are also the majority shareholders of MRG. The Agreement was adopted by the unanimous consent of the Board of Directors of the Registrant and written consent of the majority shareholders of the Registrant; and by unanimous consent of the Board of Directors of MRG and by written consent of the majority shareholders of MRG.

Pursuant to the Agreement, the Registrant issued a total of 4,635,000 shares of common stock and 158,650 shares of Preferred stock to the shareholders of the MRG in exchange for the 20,500,000 issued and outstanding shares of MRG. Following the closing of the Agreement, the shareholders of MRG shall own 63.75% of the issued and outstanding shares of common stock of the Registrant.

The Business of  Miami Renaissance Group, Inc.

MRG was formed as a Florida corporation in February 2004 and is the general partner of Miami Renaissance Partners, Ltd. (the "Partnership"), a Florida partnership formed in February 2004. MRG as the general partner is responsible for the management of the Partnership. The partnership agreement is the principal document that controls the rights and obligations of the general partner and the limited partners.

MRG is a development stage company and was formed to design, develop, construct and operate an entertainment center in Miami, Florida (the "Entertainment Center"). The Entertainment Center will include both indoor and outdoor covered/tented entertainment facilities including a restaurant, bar and lounge area, nightclub, facility for live performances and special events. MRG has leased about 30,000 square feet of improved property including two, two-story structures that are connected, one two-story structure that is free standing and a covered outdoor area that will be utilized for providing forementioned entertainment activities. The property also includes approximately 30,000 square feet of additional unimproved land that we plan to utilize for parking.

We have not yet generated any revenues. To date, our business activities have been limited to planning the operations of the Entertainment Center including preparation of architectural plans for the renovation and design of the facility. We anticipate that we will begin to generate revenue from operating the Entertainment Center in 2008.

Renovation Status of the Entertainment Center Property

To date, we have submitted an application and received approval of the site plan and intended use of the property. The application required site plan and architectural renderings, parking and other technical data for the intended use. We have concluded part of the interior demolition necessary to complete structural and architectural drawings for the construction permit. We have engaged the architectural firm of Bellinson and Gomez, which is designing the final architectural drawings. Bellinson and Gomez has already designed several nightclubs in Miami-Dade County, including South Beach and downtown Miami. We anticipate that the final architectural drawings will be completed in 2007 and be submitted for a construction permit at that time. We anticipate that we will commence construction upon issuance of a building permit. From the time we have the building permits, we anticipate the construction to take approximately six months.

The current design plans call for the retention of the original structure and basic layout of the structures. The renovations and additions to the structures include but are not limited to renovating windows; re-roofing; reinforcing the second floors for the intended purpose; opening up rooms to create larger spaces; adding new drywall and plaster, light fixtures, and air conditioning; expanding doorways; refinishing and restoring floors; and adding commercial restaurant facilities. Additionally, we plan to create an outdoor patio area, erect tenting, which will cover our outdoor performance area and nightclub space, and refinish the parking area. The outdoor covered/tented area would increase the capacity of the Entertainment Center from approximately 400 persons to approximately 1,500 persons.

Entertainment Center's Operations and Services

Restaurant and Bar Operations

The Entertainment Center will have a full-service restaurant which will provide patrons with complete dining services while offering patrons the option to also enjoy a live performance or a special event.  MRG will acquire a liquor license pursuant to Florida law in order to provide patrons with a full array of alcoholic beverages to complement our full range of meal offerings. The restaurant’s services will be available to customers during all hours of operation.

The restaurant is planed to have approximately 250 seats. The bar is planed to have approximately 50 bar seats and lounge room for additional 150 persons.

Our restaurant is to offer a wide variety of uniquely prepared, fresh food at an excellent value. We plan to emphasize generous portions and high quality ingredients. All food will be prepared to order, ensuring that each order will be served fresh and at the proper temperature. We do not intend to use microwaves in the preparation of our food. Our diverse menu offering is intended to appeal to a wide variety of different tastes and the high quality of our food at affordable prices allows us to appeal to a broad group of consumers. We expect that our appetizing food will be popular for both lunch and dinner. In addition, unique decor and appealing atmosphere, balanced with the convenience of our restaurants, will enable us to capture sales from business customer. We believe that the quality and freshness of our food will offer our customers an excellent dining value. We will be offering a wide variety of domestic and international wine with different selections on a weekly basis.

The plan to hire experienced personnel for our Entertainment Center’s bar, restaurant and grill facilities.

Due to the Entertainment Center’s close proximity to the area’s many other restaurants and nightclubs such as Space, Metropolis Downtown, Nocturnal, I/O Lounge and the Pawn Shop, among others. The Entertainment Center also expects that its restaurant, bar and nightclub facilities will provide either the starting or finishing point for many guests and visitors to these other entertainment establishments. Due to our proximity to the American Airlines Arena, home to the Miami Heat NBA team, and the newly constructed world class Miami Performing Arts Center, which offer both regular, high profile and well attended events, we expect to gain a significant amount of business. We also expect to attract patrons to our Entertainment Center during the non-peak hours and will intend to sponsor special events and special promotions aimed at local residents, businesses, the local arts and entertainment communities as well as to various local colleges. Our plan is to keep several areas of the Entertainment Center in use for as many hours per day as possible and we intend to market and maintain the Entertainment Center on such a basis.

VIP Services

We plan to offer VIP services for all events at the Entertainment Center. We will be able to provide our VIP guests unique private dining and private party experiences as well as a large room overlooking the live performance stage that will be available for private parties with premier viewing. Bottle service, a highly desired feature in most VIP venues, will be available throughout our facilities.

Special Events

We intend to market the Entertainment Center as an ideal place to hold banquets, parties and special events. We expect that the special events at the Entertainment Center will include, but not limited to live performances, fashion shows, corporate dinners, award and retirement dinner celebrations. We believe to be a well-positioned, based on our location and uniqueness of the facility, to fully capitalize on these various opportunities to generate interest and revenues.

Nightclub Operations

We intend to use the covered outdoor area as a nightclub and for live performances. During the first 6 months of operations, we plan to operate the nightclub only on Friday and Saturday nights. We plan to hire top disc jockeys and offer a unique club experience using the tenting that will cover the outdoor space to digitally project videos. We will offer food service in the club venue featuring our late night menu.

We will be well-positioned using digital and audio enhancements of the experience to capitalize on the live performances we plan to present at the Entertainment Center. The live music entertainment performances that we plan to promote through our own personnel and third-party promoters will likely reflect a diverse array of music genres in order to appeal to a diverse demographic base.

Overview of the Entertainment Market in Miami

The City of Miami, known as the "Magic City," is located in Southeast Florida, in Miami-Dade County on the Miami River between the Florida Everglades and the Atlantic Ocean. The City of Miami has grown tremendously into one of America's renowned centers where people can work, live and enjoy a high quality of life.

The City of Miami, known for its diverse culture and ethnicity, is the largest municipality in Miami-Dade County with a population of almost 400,000. Also known as the "Gateway to Latin America," Miami attracts a large number of foreign-born people, resulting in a diverse population that includes Cubans, Nicaraguans, Colombians, Venezuelans, Puerto Ricans, Argentinean, Brazilians, Dominicans, Haitians and Mexicans. Miami's population is estimated to consist of 60% of Latin Americans, 22% African-Americans and 12% White and/or other population.

Miami successfully hosted the 4th annual Latin Grammy Awards in 2003 and the MTV Music Video Awards and the Source Hip-Hop Music Awards in 2004. Greater Miami has a labor force of over 175,000 and more than 10 million tourists visit the Greater Miami area every year. The average length of stay is 3.18 nights, and Miami’s tourist are more affluent than the national average (51% had income above $75,000) with 50% of visitors being professionals or executives.

Greater Miami has over $13 billion in new construction at the present, with over 20,000 residential units currently under construction. We believe all of these factors will have a positive impact on our Entertainment Center project, especially with the high volume of visitors to the Downtown Miami area throughout the day and night.

Our target demographic market will include the fast growing, affluent and up-scale market principally comprised of young adults attracted to and by a multi-faceted entertainment and dining experience.

MRG's Concept and Business Strategy

Out Entertainment Center concept is captured by seven principal characteristics: unique opportunity, high quality fresh food; focus on concept execution, customer loyalty, sales and marketing, VIP service and live performances. We intend to establish our market position by capitalizing on the demand for integrated entertainment concepts based on restaurant and bar operations, VIP service, special event service such as live performances and nightclub operations and other favorable entertainment industry trends. Our primary goal is to become the leading entertainment center in Miami that is known as the defining standard for highest quality entertainment In order to build awareness of our entertainment concept and achieve our goal, we plan to execute the following strategies:

Unique Opportunity

We believe that there is a large demand for an Entertainment Center in the newly developed area of Downtown Miami. At present, the City of Miami and its city planners and developers are fashioning a new urban residential center with a significant number of "mixed-use" projects under construction. The new plans include a new Performing Arts Center, museums, restaurants, nightclubs, artists’ lofts and movie theatres. We intend to effectively meet expected demand by offering consumers a unique Entertainment Center platform. Our objective is to become the one of the foremost multi-functional entertainment facilities in Miami, providing patrons with a diverse, high quality experience which will include dining, nightclub, bar lounge, live entertainment and special events.

Offer high quality, fresh food at an excellent value. 

Our primary strategy for our restaurant is to offer a wide variety of uniquely prepared, fresh food at an excellent value. We plan to emphasize generous portions and high quality ingredients, including fresh fish, boneless, skinless chicken breasts and USDA choice steak, individually hand trimmed. We will grill our meat, fish and vegetables over an open flame, which adds to the flavor of our food. We will buy choice produce and aromatic spices to make our fresh salsas. All food will be prepared to order, ensuring that each order will be served fresh and at the proper temperature. We do not intend to use microwaves in the preparation of our food. Our diverse menu offering is intended to appeal to a wide variety of different tastes and the high quality of our food at affordable prices allows us to appeal to a broad group of consumers. We expect that our appetizing food will be popular for both lunch and dinner. In addition, unique decor and appealing atmosphere, balanced with the convenience of our restaurants, will enable us to capture sales from business customer. We believe that the quality and freshness of our food will offer our customers an excellent dining value.

Create a culture focused on concept execution. 

The cornerstone to building our brand and presence is the consistent day-to-day execution of our concept. At our restaurant, we will emphasize quality customer service because we believe it is a critical factor in providing our customers with a positive experience and driving repeat business. Cashiers, cooks and managers are all expected to maintain an upbeat, courteous and genuine attitude. We believe that if we live our values, we will see the results in customers’ repeat business. On a daily basis, we offer an engaging atmosphere through our bright, contemporary decor, clean, crisp design, comfortable lighting and contemporary background music. We plan to have exhibition grills in order to enhances our atmosphere by reassuring our customers of the freshness of their food. Our strict adherence to our quality standards gives our restaurants a sparkling clean appearance throughout the day.

Increase existing customer frequency, capture new customers and expand customer loyalty.

We believe the key to our success and growth will be to build customer loyalty, increase the frequency of use by existing customers and attract new customers. Customer satisfaction surveys conducted by independent restaurant industry consultants demonstrate the need to pay close attention to customer satisfaction. High levels of customer satisfaction are expected to result in positive word-of-mouth recommendations and high frequency of visits. We expect to capture customers as we grow primarily through word of mouth and public relations activities.

Sales and Marketing

We plan to employ an aggressive marketing and sales approach to recruit patrons for what we believe will be one of Miami’s premier entertainment facilities. Our marketing plan includes, but is not limited to: print advertisements, hiring well-know local promoters, charitable events, corporate sponsored events and live promoted events.

VIP Membership

While open to the public, we intend to institute a member policy which will grant certain special privileges to VIP members, such as discounts, preferred priority reservations at our restaurant, access and reservations to our VIP facilities and reserved parking for live performances and special events.

Live Performance Capability

We believe to be uniquely positioned to capitalize on the live performances we plan to present at the Entertainment Center by digital and audio enhancements. The live concert performances that we plan to promote will likely reflect a diverse array of music genres and will appeal to an equally diverse demographic base. We will receive revenues generated from the use of the Entertainment Center.

Competition

The Miami entertainment market is intensely competitive with respect to price, quality of service, location and food quality, and there are many well-established competitors in Downtown Miami with established venues, name recognition and substantially greater financial and other resources than we have. Changes in consumer tastes, national, regional or local economic conditions, demographic trends, traffic patterns and the type, number and location of competitors often affect the entertainment business. In addition, factors such as inflation, increased food, alcohol, labor and benefits costs, energy costs and our ability to hire and retain experienced management and sales and service personnel as well as loyal employees may adversely affect the the entertainment market in particular. We believe the following Miami downtown restaurants are direct competitors to our Entertainment Center: The District, Soyka's, Parricone and Bongo's. In addition, the following clubs/bars are in direct competition to our Entertainment Center: the Space, Metropolis, Nocturnal, I/O Lounge, the Pawn Shop and Players Club.

Employees

We currently have approximately 10 part-time employees including the Company's officers and consultants who are providing services related to the design and construction of the Entertainment Center, and persons who are involved the development of our marketing plan and pre-opening promotion. In addition, our management is providing services necessary to coordinate our design, construction and promotion activities. We do not plan to employ any full-time personnel until we are close to the date that the Entertainment Center is ready to open, which is expected to occur in 2008. We anticipate that we will employ approximately 80 full-time and part-time employees once we commence Entertainment Center operations.

Patents, Trademarks, Service Marks And Licenses and Other Intellectual Property

All intellectual property developed, acquired or otherwise obtained in connection with the operation of the Entertainment Center shall be the property of the Registrant. These items will include, but will not be limited to, the multifunctional entertainment facility concept, and any and all trademarks and all copyrights to any video or audio recordings made from performances at the Entertainment Center. We also anticipate that we will be able to generate revenue from our anticipated ability to enter into license agreements with third parties for use of our multifunctional Entertainment Center concept and other intellectual property.

Government Regulation

We are subject to various federal, state and local laws affecting our entertainment business. We are subject to licensing and regulation by a number of governmental authorities, which include alcoholic beverage control, health and safety and fire agencies. Alcoholic beverage control regulations in the State of Florida require us to acquire a license directly or from a third-party license holder, which third-party license would be valued at the prevailing open-market rate in Florida, in order for us to sell alcoholic beverages at the Entertainment Center. If we decide to acquire a third-party license, we estimate that the cost of acquiring such license will be approximately $75,000 to $100,000. This license must be maintained in good standing and be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of daily operations of the Entertainment Center, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages.

We are subject to "dram-shop" statutes, which generally provide a person injured by an intoxicated person, who was not of lawful drinking age or that the bartender knows to be or should have known was intoxicated, the right to recover damages from an establishment which wrongfully served alcoholic beverages to the intoxicated person. If available at commercially reasonable rates, we will carry liquor liability coverage as part of our existing comprehensive general liability insurance. Our operations are also subject to minimum wage laws governing such matters as overtime and tip credits.

The Americans with Disabilities Act prohibits discrimination in employment and public accommodations on the basis of disability. The Act became effective in January 1992 with respect to public accommodation and July 1992 with respect to employment. The current design of the Entertainment Center should comply with the Act’s requirements, however, if there is a change in the law or the interpretation thereof, we could be required to expend funds to modify the Entertainment Center to provide service to, or make reasonable accommodations for the employment of, disabled persons.

RISK FACTORS

Investing in our common stock will provide an investor with an equity ownership interest. Shareholders will be subject to risks inherent in our Entertainment Center business. The performance of our shares will reflect the performance of our business relative to, among other things, general economic and industry conditions, market conditions and competition. The value of the investment may increase or decrease and could result in a loss. An investor should carefully consider the following factors as well as other information contained in this current report on Form 10-KSB.

This annual report on Form 10-KSB also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risk factors described below and the other factors described elsewhere in this Form 10-KSB.

Risk Factors Related to Our Business

We have only Recently Commenced Operations, which Operations have been limited to the Design and Development of Our Entertainment Center. As a Development-Stage Business We Face a High Degree of Risk Associated with New Businesses Generally and the Entertainment Service Industry Specifically

Our Entertainment Center has not commenced any operations and we have no way to adequately evaluate the prospects of us being able to operate our Entertainment Center business and successfully compete in our market. MRG, our wholly-owned operating subsidiary, was incorporated in February 2004 and subsequent to MRG's organizational activities, we have entered into a lease for our facilities, engaged the services of professionals to commence the design and development of our Entertainment Center. Preliminary construction has commenced. Although we anticipate beginning full construction during summer 2006 and believe that we will commence operations of our Entertainment Center in 2008, there could be unforeseen delays and costs that could materially adversely effect our Entertainment Center project. We have not commenced the operations of our Entertainment Center, therefore, we have not generated any revenues, have not hired necessary staff to commence operations, have not acquired all necessary licenses and permits for construction or operation of our Entertainment Center, nor have we established or commenced any marketing or promotion plans, all of which are prerequisites if we hope to be successful. Our activities have been limited to start-up activities. Potential investors should be aware of the risks associated with any new business generally and with risks associated with the entertainment business specifically. The likelihood of success must be considered in the light of difficulties, delays, unforeseen expenses and intense competitive conditions that exist in the entertainment service industry in our prospective target market.

Our Business Operations are Subject to Regulatory Uncertainties which may Affect Our Ability to Commence and Continue Operations of Entertainment Center, Acquire Additional Centers or Be Profitable

Entertainment Centers including restaurants, bars, nightclubs and live performances are subject to local, state and federal regulations. Our business is regulated by local zoning, local and state liquor licensing, local ordinances and state time, place and manner restrictions. Our Entertainment Center is not yet established in the Miami market, there can be no assurance that local and/or state licensing and other regulations will permit our Entertainment Center to become a profitable operation in the future.

We may be Unable to Operate our New Entertainment Center on a Profitable Basis

We cannot assure you that wewill be able to operate our Entertainment Center profitably. Newly opened businesses, especially in the entertainment business, typically take several months or years to reach profitability, if at all. We cannot assure you that our new Entertainment Center, when open, will ultimately obtain profitable operating results and that it will be able to sustain such results. Entering the Miami entertainment market, we may be confronted with changing demographic characteristics, competitive conditions, consumer tastes and trends and discretionary spending patterns of potential customer, which may cause our Entertainment Center to be less successful in this market than those already existing.

We may need Additional Financing and/or Our Business Expansion Plans may be Significantly Limited

If we do not generate sufficient cash from our operations in the future to satisfy our working capital and capital expenditure requirements, we will need to raise additional funds through the public or private sale of our equity and/or debt securities. The timing and amount of our capital requirements will depend on a number of factors, including cash flow and cash requirements for the Entertainment Center. If additional funds are raised through the issuance of equity and/or convertible debt securities, the percentage ownership of our then-existing shareholders will be reduced. We cannot assure you that additional financing will be available on terms favorable to us, if at all. Any future equity financing, if available, may result in dilution to existing shareholders, and debt financing, if available, may include restrictive covenants. Any failure by us to procure timely additional financing as may be required will have material adverse consequences on our business operations.

There is Substantial Competition in the Florida Entertainment Market which may Affect Our Ability to Operate Our Entertainment Center Profitably and Open or Acquire Additional Centers

Our Entertainment Center in Downtown Miami will face substantial competition. Some of these competitors may have greater financial and management resources than we have and also have an established presence in the market. Additionally, the industry is subject to unpredictable competitive trends and competition for general entertainment dollars. There can be no assurance that we will be able to become profitable in this competitive industry.

Competition in the concept entertainment industry is increasingly intense. We will compete on the basis of trends, taste, quality and price of our food, prices of our other services offered, convenience, location and overall entertainment experience. Our competitors range from independent local restaurants, local bars and other entertainment establishments. While we believe that our entertainment concepts is distinctive, we cannot assure you that other competitors will not adopt a similar concept or be more successful in establishing similar concepts. In addition, if we decide to expand our concept, we will compete with other restaurants, bars and nightclubs for appropriate real estate. Many of our competitors are well established and some of our competitors have substantially greater financial, marketing, real estate sourcing and other resources than we do, all of which may affect our ability to compete.

We may be Unable to Compete with Larger, More Established Restaurant/Bar/Nightclub Competitors

The restaurant/bar/nightclub industry is highly competitive with respect to price, service, location, amenities and ambiance and quality. New restaurants/bars/nightclubs have a high failure rate. New restaurants/bars/nightclubs generally experience a decline in revenue growth, or in actual revenues, following a period of excitement that accompanies their opening. The entertainment service industry including restaurants/bars/nightclubs in the fragmented, highly competitive Miami entertainment market are also generally affected by changes in consumer preferences, national, regional and local economic conditions, and demographic trends. The performance of individual restaurants/bars/nightclubs may also be affected by factors such as traffic patterns, demographic considerations, and the type, number and location of competitors. In addition, factors such as inflation, increased food, alcohol, labor and employee benefit costs, and the ability to hire and retain experienced management, sales and marketing, service staff and hourly employees may also adversely affect our industry in general and the Entertainment Center in particular. Restaurant/bar/nightclub operating costs are further affected by increases in the minimum hourly wage, unemployment tax rates and similar matters over which we have no control. We will face numerous well-established competitors, including national, regional and local restaurant/bar chains and popular well-known and established clubs possessing substantially greater financial, marketing, personnel and other resources than we will. We also will compete with a large variety of locally owned restaurants/bars, nightclubs and other establishments that offer dining and entertainment to our targeted market. We cannot assure you that we will be able to respond to various competitive factors affecting the entertainment service industry.

Risk of Entertainment Center Operations

Historically, Entertainment Centers, including nightclubs, restaurants and bars have been an extremely volatile industry. The industry tends to be extremely sensitive to the general local economy, in that when economic conditions are prosperous, entertainment service industry revenues increase, and when economic conditions are unfavorable, entertainment service industry revenues decline. Coupled with this economic sensitivity are preferences of certain trendy customers' preferences who frequent Entertainment Centers such as ours, which includes restaurants, nightclub and bar. We will continuously monitor trends in our customers' tastes and entertainment preferences so that, if necessary, we will be able to make appropriate changes which will allow us to become and hopefully continue to be one of the premiere Entertainment Centers in Downtown Miami and greater Miami. However, any significant decline in general economic conditions or uncertainties regarding future economic prospects that affect consumer spending could have a material adverse effect on our business. In addition, we intend to cater to a clientele base from the upper end of the market. Accordingly, further reductions in the amounts of entertainment expenses allowed as deductions from income under the Internal Revenue Code, as amended, could adversely affect sales to customers dependent upon business expense accounts.

Changes in Consumer Preferences or Discretionary Consumer Spending Could Negatively Impact Our Results of Operations

Our ability to become successful depends, in part, upon the popularity of our menu, dining style, nightclub ambiance and amenities, quality of service and other factors at our Entertainment Center. Shifts in consumer preferences away from our cuisine or dining style or from our overall Entertainment Center concept and our ability to mix dining, live performance, club, bar and dance venues under a "single" roof, could materially and adversely affect our future profitability. In addition, our success depends to a significant extent on numerous factors affecting discretionary consumer spending, including economic conditions, disposable consumer income and consumer confidence. Adverse changes in these factors could reduce guest traffic or impose practical limits on pricing, either of which could materially and adversely affect our operating results.

We are Subject to the General Risks Inherent to the Entertainment Service Industry, which could Affect Our Profitability and Ability to Compete

The entertainment service industry involves commercial risks which could adversely affect our ultimate profitability. These risks include competition for customers both within a category and between categories of alternative forms of entertainment, substantial media advertising costs and possible miscalculation with respect to operating costs and other contingencies. The entertainment service industry may also be affected by deflation or inflation, employment and wage levels, changes in local markets or economic conditions, changes in customer tastes and changes in government regulations. There is no assurance that our operations will be conducted in the most cost efficient manner or that our operations will be profitable.

We will Operate at Only One Location for the Foreseeable Future, which will Increase the Effect of any Decline in the Economy in the Downtown Miami Area

All of our revenues will be generated from the Entertainment Center in Downtown Miami. Our results of operations are dependent on conditions in Downtown Miami, the greater Miami area and, indirectly, South Florida, where many of the Entertainment Center’s targeted customers reside. A decline in the local economies of Miami or South Florida could have a negative effect on our business and results of operations. In addition, because Miami draws from a national and international tourist base, a downturn in the domestic or global economies could have a negative effect on our business and results of operations. Furthermore, due to our single location, we are subject to greater risks than a more diversified operator of a competitive facility, including natural and other disasters and changes in local and state governmental laws and regulations. Due to our single location, poor operating results at the Entertainment Center would materially affect our total profitability and future growth in revenues and profits will depend to a large extent on our ability to successfully generate cash flow from our single location sufficient for our working capital needs.

If We are Unable to Comply with Applicable Regulations, We will be Unable to Operate and Such Compliance may Increase Our Operating Costs

The entertainment industry including restaurants, bars and nightclubs is subject to numerous federal, state and local government regulations, including those relating to the preparation and sale of food, the sale of alcohol and those relating to building and zoning requirements. We are also subject to laws governing our relationship with our employees, including minimum wage requirements, access for persons with disabilities, overtime, working and safety conditions and citizenship requirements. Our operating costs may be affected by increases in the minimum hourly wage, unemployment tax rates, sales taxes and similar matters, such as any government-mandated health insurance, over which we have no control.

We May face liability under dram-shop laws

We are subject to "dram-shop" laws. These laws generally provide that someone injured by an intoxicated person, who was not of lawful drinking age or who the bartender knew or should have known was intoxicated, the right to recover damages from the establishment that wrongfully served alcoholic beverages to such person. If available at commercially reasonable rates, we will carry liquor liability coverage as part of our existing comprehensive general liability insurance. However, a judgment against us under a dram-shop statute in excess of our liability coverage could have a material adverse effect on our business, operating results, cash flows and financial condition.

We Face Risk of Litigation from Customers, Employees and Litigation in the Ordinary Course of our Business. Litigation diverts our Financial and Management Resources and the Adverse Publicity Arising therefrom May Cause Customers to Avoid Our Entertainment Center

We expect to sometimes be subject of complaints or litigation from customers alleging illness, injury or other food quality, health or operational concerns. Like other Entertainment Centers, we can be materially adversely affected by negative publicity concerning food quality, illness, injury, publication of government or industry findings concerning food products served by us, or other health concerns or operating issues stemming from our bar, nightclub and special events. Adverse publicity resulting from these allegations may materially adversely affect us and our operations, regardless of whether the allegations are valid or whether we are liable. We are subject to the same risks of adverse publicity resulting from these sorts of allegations even if the claims turn out to be baseless. Litigation diverts our financial and management resources that would otherwise be devoted to the operation of our company.

Further, we may be subject to employee claims in the future based on, among other things, discrimination, harassment, wrongful termination or employee classification for the determination of overtime pay. The success of any potential lawsuit could materially adversely affect our business, financial condition, operating results or cash flows.

Permits Relating to the Sale of Alcohol

We will derive a significant portion of our revenues from the sale of alcoholic beverages. In Florida, the authority to issue a permit to sell alcoholic beverages is governed by the Florida Alcoholic Beverage Commission (the "FABC"), which has the authority, in its discretion, to issue the appropriate permits. Our Entertainment Center presently does not hold a liquor license and in Florida there is a resale market whereby an establishment, such as our Entertainment Center, or any facility seeking to sell alcoholic beverages, purchases a license from a third-party license holder at prevailing market rates. This liquor license, once acquired, will be subject to annual renewal, provided we have complied with all FABC rules and regulations. Renewal of a permit is subject to protest, which may be made by a law enforcement agency or by a member of the general public. In the event of a protest, the FABC may hold a hearing at which time the views of interested parties are expressed. The FABC has the authority after such hearing not to issue a renewal of the protested alcoholic beverage permit. While we do not expect to become subject to a protest hearing against the renewal of our permits, there can be no assurance that such a protest could not be made in the future, nor can there be any assurance that the permit renewal would be granted in the event such a protest was made. A temporary or permanent suspension or revocation of  the permit would have a material adverse effect on our revenues, financial condition and results of operations.

In The Future, We will Incur Significant Increased Costs as a Result of Operating as a Public Company, and Our Management will be Required to Devote Substantial Time to New Compliance Initiatives

In the future, as an operating public company that is subject to the reporting requirements under the Exchange Act, we will incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices and establishment of controls and procedures. Although we believe that we will be able to establish and maintain internal controls, and we have committed internal resources to ensure compliance. We cannot guarantee that we will not have any material weaknesses as reported by our auditors and such determination could materially adversely affect our business and/or share price. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

Uninsured Risks

We intend to maintain insurance in amounts we considers adequate for personal injury and property damage to which the business of the Entertainment Center may be subject. However, there can be no assurance that uninsured liabilities in excess of the coverage provided by insurance, which liabilities may be imposed pursuant to Florida statute or common law theories of liability. Florida statutes provide that a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to such person if it was apparent to the server that the individual being sold, served or provided with alcoholic beverages was obviously intoxicated to the extent that he presented a clear danger to himself and others. An employer is not liable for the actions of its employee who overserves if (i) the employer requires its employees to attend a seller training program approved by the FABC; (ii) the employee has actually attended such a training program; and (iii) the employer has not directly or indirectly encouraged the employee to violate the law. It is our policy to require that all servers of alcohol working at our Entertainment Center will be certified as servers under a training program approved by the FABC, which certification gives statutory immunity to the sellers of alcohol from damage caused to third parties by those who have consumed alcoholic beverages at such establishment pursuant to the Florida Alcoholic Beverage Code. There can be no assurance, however, that uninsured liabilities may not arise which could have a material adverse effect on the Company.

Actual Results could Differ from the Estimates and Assumptions that We use to Prepare Our Financial Statements

To prepare financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions as of the date of the financial statements which affect the reported values of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities. Areas requiring significant estimates by our management include: contract costs and profits and revenue recognition; increasing labor and materials costs that could adversely effect our margins.

We are Dependent on Our Management Team in order to Implement Our Business Plan to Renovate and Establish Our Entertainment Center. Loss of any Members of Our Team could have a Material Adverse Effect on Us

We are highly dependent on the members of our management team, some of whom have many years of experience in the entertainment service industry and a track record of working cooperatively with our projected suppliers in our industry. We may be expected to enter into employment agreements with selected members of our senior management team, including Aaron Goldstein, Frank Rovito and Richard Margulies, and may enter into agreements with key employees and consultants in the future. The loss of any member of our management team or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on our ability to develop the Entertainment Center and market it successfully.

Our Management Controls a Significant Percentage of Our Voting Shares which Gives Them Significant Influence  all Matters Requiring Shareholder Approval

Our officers and directors, whose interests may differ from our other shareholders, will have the ability to exercise significant control over our business and operations. In addition, in the aggregate, management owns voting common stock and preferred stock constituting approximately 80% of our issued and outstanding voting stock. As a result, our management will be able to exercise significant influence and control by virtue of their executive positions and their voting power over the operations of our business and all matters requiring approval of our shareholders, including the election of directors, approval of significant corporate decisions and transactions and any change in control of the Registrant. The interests of our officers and directors may not necessarily be in the best interests of the shareholders in general, and they could prevent transactions which could be in the best interests of other shareholders from occurring.

Risk Factors Related to the Market of Our Common Stock

There is no Assurance that an Active Trading Market will Develop or be Sustained for Our Common Stock

Before the Share Exchange Agreement between the Registrant and MRG, there was no established trading market for the shares of common stock of the Registrant. Our common stock became eligible for quotation on the NASD OTCBB in April 2007. Further, there can be no assurance regarding the market price of our shares. In addition, the liquidity of any trading market in our common stock, and the market price quoted for the shares of common stock, may be adversely affected by changes in the overall market for securities generally and by changes in our financial performance or prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop or be sustained for our shares.

State Blue Sky Registration; Potential Limitations on Resale of our Securities

Our common stock, the class of our securities registered under the Exchange Act, has not been registered for resale under the Securities Act of 1933, as amended (the "Act") or the "blue sky" laws of any state. The holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider the secondary market for the Company's securities to be a limited one.

It is the intention of the management to seek coverage and publication of information regarding the Company in an accepted publication which permits a manual exemption. This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a nonissuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.

Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Dividends Unlikely

We do not expect to pay dividends for the foreseeable future. The payment of dividends, if any, will be contingent upon our future revenues and earnings, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our board of directors. It is our intention to retain all earningsfor use in the business operations and accordingly, we do not anticipate that the Company will declare any dividends in the foreseeable future.

Possible Issuance of Additional Securities

Our Articles of Incorporation authorize the issuance of 74,000,000 shares of common stock, par value $0.001 and 1,000,000 shares of preferred stock, par value $0.001. At the date of filing this annual report, we have 8,816,216 shares of common stock issued and outstanding and 167,650 Series A Convertible Preferred Shares issued and outstanding. We may issue additional shares of common stock in connection with any financing activities or as compensation for services. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests in the Company. The issuance of additional shares of common stock may adversely affect the market price of our common stock and could impair our ability to raise additional capital through the sale of our equity securities.

Compliance with Penny Stock Rules

Our securities, if it becomes subject to quotation on the Pinksheets or on any other quotation system, will initially be considered a "penny stock" as defined in the Exchange Act and the rules thereunder, since the price of our shares of common stock is likely to be less than $5. Unless our common stock will otherwise be excluded from the definition of "penny stock," the penny stock rules apply with respect to that particular security. The penny stock rules require a broker-dealer prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock is subject to the penny stock rules, it may become more difficult to sell such securities. Such requirements, if applicable, could additionally limit the level of trading activity for our common stock and could make it more difficult for investors to sell our common stock.

ITEM 2. DESCRIPTION OF PROPERTIES Back to Table of Contents

The Registrant's corporate office is located at 1475 West Cypress Road, Suite 202, Ft. Lauderdale, FL, 33309, which space is  provided to us on a rent-free basis. The Registrant believes that the office facilities are sufficient for the foreseeable future and that this arrangement will remain in effect.

ITEM 3. LEGAL PROCEEDING Back to Table of Contents

The Registrant's officers and directors are not aware of any threatened or pending litigation to which the Registrant is a party or which any of its property is the subject and which would have any material, adverse effect on the Registrant.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS Back to Table of Contents

During the year ended April 30, 2007, no matters were submitted to a vote of our security holders.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER Back to Table of Contents

(a) Market Price Information
The Registrant's common stock is subject to quotation on the NASD OTCBB under the symbol ECDV. To the best knowledge of the Registrant, there has been no liquid trading market for approximately the past three years. The following table shows the high and low bid prices for the Registrant's common stock during the last three fiscal years as reported by the National Quotation Bureau Incorporated. These prices reflect inter-dealer quotations without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions.

	Fiscal 2007				Fiscal 2006				Fiscal 2005
	High		Low		High		Low		High		Low
First Quarter ended July 31,	$	0.001	$	0.001	$	0.001	$	0.001	$	0.001	$	0.0001
Second Quarter ended October 31,	$	0.10	$	0.001	$	0.05	$	0.001	$	0.01	$	0.0001
Third Quarter ended January 31,	$	0.10	$	0.001	$	0.15	$	0.001	$	0.01	$	0.00
Fourth Quarter ended April 30,	$	0.50	$	0.10	$	0.35	$	0.10	$	0.01	$	0.00

Approximate Number of Holders of Common Stock: On August 10, 2007, there were approximately 218 shareholders of record of our common stock.

Dividend Policy

Holders of our common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. There are no restrictions in our articles of incorporation or by-laws that restrict us from declaring dividends.

Recent Sales of Unregistered Securities

Date of Issuance	Name	No. of Shares	Consideration	Exemption
04/27/06	Richard Margulies	1,550,000	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Aaron Goldstein	1,550,000	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Frank Rovito	620,000	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Ilene Shaw	205,000	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Robert Margulies	300,000	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Richard Serroto	184,500	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Eric Brown	20,500	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Alan Fisher	184,500	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
04/27/06	Larry Weinstein	20,500	Pursuant to Share Exchange Agreement with MRG	Section 4(2)
05/25/06	Elvira Lopez	5,000	Private Placement valued at $1,000	Section 4(2)
05/25/06	Brendaliz Gutierrez	5,000	Private Placement valued at $1,000	Section 4(2)
07/18/06	Margarita Quinones	10,000	Private Placement valued at $2,000	Section 4(2)
05/25/06	Christian Tupper	25,000	Private Placement valued at $5,000	Section 4(2)
05/25/06	Enrique W. Neufeld	50,000	Private Placement valued at $10,000	Section 4(2)
05/25/06	William Florence	25,000	Private Placement valued at $5,000	Section 4(2)
05/25/06	Michelle Goldstein	50,000	Private Placement valued at $10,000	Section 4(2)
06/23/06	Ronald B. Weber	100,000	Private Placement valued at $20,000	Section 4(2)
07/18/06	Carl Platt	125,000	Private Placement valued at $25,000	Section 4(2)
07/18/06	Walter and Debra Friedopfer	125,000	Private Placement valued at $25,000	Section 4(2)
05/25/06	Beilinson Gomez, LLC	200,000	Services Valued at $40,000	Section 4(2)
12/18/2006	S.G. Martin Securities, LLC	350,000	Services Valued at $52,500	Section 4(2)

The Company believes that the above issuances of restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive legends are affixed to the stock certificates issued in such transactions.

Equity Compensation Plans

We have no equity compensation plans.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS Back to Table of Contents

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

The following discussion should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report.  The following discussion contains forward-looking statements reflecting our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report, particularly in the section entitled "Risk Factors".

The Company has not generated any revenues from its operations. Its is expected that the Company will start to generate revenues in 2008.

General and administrative expenses

During the year ended April 30, 2007, the Company had operating expenses of $467,213 compared to $19,315 in 2006. The significant increase in our operating expenses is mainly attributable to us become an operating company at the end of fiscal 2006. Our operating expenses consist of professional fees, general and administrative expenses.

Operating Loss

Our operating loss was $507,746 in 2007 compared to $21,646 in 2006. This significant increase in our operating loss is mainly due to to us become an operating company at the end of fiscal 2006.

Liquidity and Capital Resources

While we are dependent upon interim funding provided by management and/or affiliated parties to pay professional fees and expenses, we have no written finance agreement with management and/or affiliated parties to provide any continued funding. However, we may need to raise additional funds through a the issuance of debt or equity securities if additional funds are required to execute our business plan.

At April 30, 2007, we had total assets at April 2007 of $525,907 and $442,769 at April 30, 2006. We had current liabilities at April 30, 2007 and 2006 of $1,423,273 and $547,747, respectively. We had negative working capital of $897,365 at April 30, 2007, compared to $104,978 at April 30, 2006.

Net cash used in operations was $211,006 during year ended April 30, 2007, compared to $12,005 for the same period of the prior year when the Company was a non-operating company. The cash used was primarily due to our net loss of $507,764, offset by non-cash compensation of $52,500, an increase in accounts and accrued expenses payable of $185,451 and an increase in accrued interest of $40,705.

Net cash used in investing activities was $170,433 during the year ended April 30, 2007, compared to cash provided of $2,451 for the same period of the prior year when the Company was a non-operating company. The cash used was for the acquisition of a liquor license and leashold improvements.

We had net cash provided from financing activities of $381,058 compared to net cash provided from financing activities of $12,005 during prior year. During the year ended April 30, 2007, we received proceeds of $80,823 through the issuance of convertible notes to related parties and $99,321 through the issuance of convertible notes to officers of the Company. We issued restricted share in exchange for  $199,000 in cash during the year ended June 30, 2007.

There are no limitations in the Company's articles of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock. The Company's limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company's limitations to borrow funds or raise funds through the issuance of restricted capital stock may have a material adverse effect on the Company's financial condition and future prospects, including the ability to execute its business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.

Off-Balance Sheet Arrangements

As of April 30, 2007 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

The Company leases its entertainment facility from Bricked North Investments, Inc. in which the father of Aaron Goldstein, who is an officer and director of the Company, has a controlling interest. See also footnote 5 in the financial statements.

Critical Accounting Policies

Principles of consolidation:
These financial statements will include the accounts of East Coast Diversified Corporation, MRG, and MRP and include a 25% minority interest representing the remainder limited partner interest. All significant inter-company balances and transactions have been eliminated in consolidation.

Income taxes:
The Company follows SFAS No. 109, "Accounting for Income Taxes." Under the asset and liability method 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. A valuation allowance has been provided for the Company's net deferred tax asset, due to uncertainty of realization.

Straight-line lease:
For financial statement purposes, rent expense is recorded on a straight-line basis over the lease term. The difference between the rent expense incurred and the amount paid is recorded as deferred rent and is being amortized over the lease term.

Segment information:
The Company will operate in one segment.

Fair value of financial instruments:
Carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable, accrued payroll, and other accrued liabilities, approximate fair value due to their short maturities. The fair values of investments are determined using quoted market prices for those securities or similar financial instruments.

Leasehold improvements:
Leasehold improvements are stated at cost and include architect and design fees to renovate and create the entertainment facility. Leasehold improvements will be amortized using the straight-line method (half-year convention) over the shorter of the estimated useful life or lease term. Amortization will commence once the business operations begins.

Florida Liquor License:
On August 24, 2006, the Company acquired a Florida liquor license for a purchase price of $89,000. At April 30, 2007, the cost of the acquired Liquor License, and related legal fees of $4,464 incurred to acquire it, have been capitalized in the Company’s Balance Sheet as an indefinite life intangible asset.

Impairment of long-lived assets:
The Company reviews the carrying value of both its long-lived and other intangible assets annually, and whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. At April 30, 2007, the Company’s evaluation determined that no provision for impairment of either its other intangible assets (the "Liquor License") or its Leasehold Improvements was required at that date.

Use of estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Accounting basis:
The Company uses the accrual basis of accounting for financial statement reporting. Accordingly, expenses are realized when the obligation is incurred. The Company is in the development stage and has not generated any revenues to date.

Loss per Share:
The Company complies with the requirements of the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earning per share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potentially common stock. Net loss per common share, basic and diluted, is determined by dividing the net loss by the weighted average number of common shares outstanding. As of April 30, 2007 and 2006, the effect of issuing convertible preferred stock in connection with the Company’s acquisition of MRG on April 26, 2006 has had a negligible dilutive impact on the calculations of earnings per share.

Consideration of Other Comprehensive Income Items:
SFAS No. 130, "Reporting Comprehensive Income," requires companies to present comprehensive income (consisting primarily of net income plus other direct equity changes and credits) and its components as part of the basic financial statements. The Company's consolidated financial statements do not contain any changes in equity that are required to be reported separately in comprehensive income.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections," that applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 will be effective for the Company for fiscal year ended December 31, 2007. The Company does not anticipate that the adoption of SFAS No. 154 will have an impact on the Company’s overall results of operations or financial position.

In February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140," that allows a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement (new basis) event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated. It also eliminates the exemption from applying Statement 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 155 will have an impact on the Company's overall results of operations or financial position.

In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140," that applies to the accounting for separately recognized servicing assets and servicing liabilities. This Statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 156 will have an impact on the Company's overall results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The Interpretation clarifies the way companies are to account for uncertainty in income tax reporting and filing and prescribes a consistent recognition threshold and measurement attribute for recognizing, derecognizing, and measuring the tax benefits of a tax position taken, or expected to be taken, on a tax return. The Interpretation is effective for fiscal years beginning after December 15, 2006, although early adoption is possible. The Company does not plan to adopt early and the Company is currently in the process of evaluating the impact, if any, the adoption of the Interpretation will have on the 2007 financial statements.

In September 2006, the FASB issued SFAS 157, "Fair Value Measurements," which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. The adoption of SFAS No. 157 will not have an impact on the Company's overall results of operations or financial position.

In September 2006, the Financial Accounting Standards Board ("FASB") the issued SFAS No. 158, "Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheets as a net liability or asset as of December 31, 2006. The new standard does not address the accounting treatment for pension and postretirement benefits in the income statement. This will have no impact on the Company’s results of operations or financial position.

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No.159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No.115". SFAS No.159 permits entities to choose to measure eligible financial instruments and other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument but only upon the entire instrument - not portions of the instrument. SFAS No.159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 159 will have an impact on the Company's overall results of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS Back to Table of Contents

The Registrant's audited financial statements for the fiscal years ended April 30, 2007 and April 30, 2006 are attached to this annual report.

Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Back to Table of Contents

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of April 30, 2007, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.

Changes in internal controls. During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION Back to Table of Contents

None.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A) Back to Table of Contents

Name	Age	Title	Date Became Executive Officer
Richard Margulies	55	Chief Executive Officer, President and Director	04/2005
Frank Rovito	44	Chief Financial Officer and Director	04/2005
Aaron Miller Goldstein	25	Vice-President and Director	04/2005

All of the officers have held these positions and/or directorships with us since April 2005. Officers are not elected for a fixed term of office but hold office until their successors have been elected.

Richard Margulies, CEO, President and a Director.Since 2001, Mr. Margulies has served as a director and since 2004 as acting president of Digi Link Technologies, Inc., an inactive company previously engaged in the telecommunications industry. Since 2001, Mr. Margulies has served as an officer and a director of Advatech Corporation, a Florida based public company, which is engaged in developing a patented medical device. In 1997, Mr. Margulies founded GRQ Financial, Inc., a private company offering consulting services to private and public entities. In December of 2004, he became president of Coast Properties of Costa Rica Corp., a company involved in the development and sale of real estate.. From 1993 to December of 1997, Mr. Margulies was an officer and director of Creative Media International, Inc. a public company that was in the printing and media businesses. From 1986 to 2002, Mr. Margulies served as an officer and director of Entertainment Arts, Inc., a public company involved in the entertainment and media industries. And, from 1974 through 1983 Mr. Margulies was employed by three different NYSE member firms. Mr. Margulies holds a B.A. in Psychology (1972) from the University of Miami.

Frank Rovito, Treasurer and a Director. Since 2001 through the present, Mr. Rovito has served as officer and director of TransTech Development, Inc., a technology services and holding company. From July 2003 to July 2004, Mr. Rovito served as a business development specialist for MCI in New Jersey, offering corporate broadband services. Since 2002, he has served as CTO of Entertainment Arts, Inc., a public company involved in the entertainment and media industries. From 2002 through the present, Mr. Rovito has served as president and a director of Creative Gaming, Inc., a publicly-traded holding company. Mr. Rovito received his A.S. in Computer Science from Brooklyn College in 1983.

Aaron Miller Goldstein, Secretary and a Director. In 2003, Mr. Goldstein co-founded and currently operates, Gateway Realty, LLC, a Florida-based real estate brokerage business, and began acting as a real estate sales associate. From September 2002 to November 2003, he worked as a real estate sales associate for Rent Free Realty, Inc., also a Florida-based real estate brokerage business. From October 2001 to September 2002, he was employed by Houston’s Restaurants, Inc.

ITEM 10. EXECUTIVE COMPENSATION Back to Table of Contents

The following table contains the executive compensation to the chief executive officer of the Company for the periods set forth below.

Summary Compensation Table
					Long Term
		Annual Compensation			Compensation Awards
				Other	Restricted	Securities
				Annual	Stock	Underlying	All Other
		Salary	Bonus	Compensation	Award(s)	Options	Compensation
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)
Richard Margulies, CEO and President	2007	---	---	---	---	---	---
	2006	---	---	---	---	---	---
	2005
Frank Rovito, CFO	2007	---	---	---	---	---	---
	2006	---	---	---	---	---	---
	2005
Aaron Miller Goldstein, Vice-President	2007	---	---	---	---	---	---
	2006
	2005	---	---	---	---	---	---

The Company has no employment agreement with any of its officers and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Back to Table of Contents

The table below discloses any person (including any "group") who is known to the Registrant to be the beneficial owner of more than five (5%) percent of the Registrant's voting securities. As of August 10, 2007, the Registrant had 8,816,216 shares of common stock issued.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Richard Margulies, CEO, President and Director 2090 Oaktree Road, Suite 14 Edison, NJ 08820	1,550,000 shares	17.58%
Common Stock	Frank Rovito, CFO and Director 2090 Oaktree Road, Suite 14 Edison, NJ 08820	620,000 shares	7.03%
Common Stock	Aaron Goldstein, Vice-President and Director 1475 West Cypress Road, Suite 202Ft. Lauderdale, FL 33309	1,550,000 shares	17.58%
Common Stock	All officers and directors as a group (3 people)	3,720,000 shares	42.19%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Back to Table of Contents

During the fiscal year ended April 30, 2006, the Registrant acquired Miami Renaissance Group, Inc. ("MRG"), a privately-owned Florida corporation, of which the Registrant's officers and directors were also the majority shareholders.

The Company entered into a lease agreement with Brickell North Investments, Inc. ("Brickell"), an entity controlled bt James Goldstein, the father of Aaron Goldstein, the Company's Vice President and a Director. The Company issued a $327,774 convertible note evidencing accrued lease payments. The convertible note was issued for rent payments due for the years 2005 and 2004 and real estate taxes. See Note 5 in the Notes to the Financial Statements.

On October 31, 2006, in consideration for a loan by James Goldstein, the Company issued a $80,823 convertible note. See Note 5 in the Notes to the Financial Statements.

The Company leases office space in New Jersey from, Comp Tech Technologies, a company controlled by Frank Rovito, the Company's CFO and a Director. As of April 30, 2007, the Company incurred $42,000 of rent expense under the sublease. The Company issued a convertible note evidencing these accrued liabilities. See Note 5 in the Notes to the Financial Statements.

On March 1, 2005, MRG issued 1,025,000 shares of its common stock to Robert Margulies, the brother of the officer and director Richard Margulies.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-KSB or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.	Description
3(i)1	Articles of Incorporation of the Registrant, filed as an exhibit with the Registrant's Form 10-SB/12g on August 6, 2003.
3(i)1	By-Laws of the Registrant, filed as an exhibit with the Registrant's Form 10-SB/12g on August 6, 2003.
10.1	Share Exchange Agreement between the Registrant and Miami Renaissance Group, Inc. filed as exhibit 10.1 with the Registrant's Form 8-K on May 8, 2006.
31.1	Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K During the Last Quarter of the Fiscal Year Covered by this Report:

The Registrant did not file a Form 8-K during the last quarter of the fiscal year covered by this annual report.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Back to Table of Contents

Independent Public Accountants
The Registrant's Board of Directors has appointed Kahn Boyd Levychin, Certified Public Accountants as independent public accountant for the fiscal year ending April 30, 2007 and 2006.

Principal Accounting Fees
The following table presents the fees for professional audit services rendered by Kahn Boyd Levychin, Certified Public Accountants, for the audit of the Registrant's annual financial statements for the years ended April 30, 2007 and April 30, 2006, and fees billed for other services rendered by Kahn Boyd Levychin during those periods.

	Year Ended
		April 30,  2007		April 30, 2006
Audit fees (1)	$	35,500	$	N/A
Audit-related fees (2)		N/A		N/A
Tax fees (3)		N/A		N/A
All other fees		N/A		N/A
________________
(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.
(2) Audit-related fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.
(3) Tax fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments, and consultation concerning tax compliance issues.

Code of Ethics
The Corporation has adopted a Code of Ethics that are designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in the Registrant's SEC reports and other public communications. The Code of Ethics promotes compliance with applicable governmental laws, rules and regulations.

Section 16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Registrant's directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Registrant's Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Registrant pursuant to Section 16(a). Based solely on the reports received by the Registrant and on written representations from reporting persons, the Registrant was informed that its officers and directors have not filed all reports required under Section 16(a).

SIGNATURES Back to Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Richard Margulies	/s/ Frank Rovito
(Principal Executive Officer)	(Principal Financial Officer)
Dated: August 14, 2006	Dated: August 14, 2006
Edison, New Jersey	Edison, New Jersey

Financial StatementsBack to Table of Contents

Registered independent auditors' report	16
Consolidated financial statements
Balance sheets	17
Statements of operations during the development stage	18
Statements of changes in stockholders' deficit during the development stage	19
Statements of cash flows during the development stage	20
Notes to the consolidated financial statements	21

Registered Independent Auditors' Report Back to Table of Contents

To the Board of Directors and Stockholders
East Coast Diversified Corporation and Consolidated Affiliate
Edison, New Jersey

We have audited the accompanying balance sheet of East Coast Diversified Corporation and it’s subsidiaries (a development stage company), hereon referred to as "the Company," as of April 30, 2007 and 2006, and the related statements of operations, cash flows, and changes in stockholders’ deficit for the years ended April 30, 2007 and 2006, and for the period from inception (April 26, 2006) to April 30, 2006. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of East Coast Diversified Corporation and it’s subsidiaries as of April 30, 2007 and 2006, and the results of its operations and its cash flows for the years ended April 30, 2007 and 2006, and for the period from inception (April 26, 2006) to April 30, 2006, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9 to the consolidated financial statements, the Company has suffered recurring losses from operations, and is dependent upon shareholders to provide sufficient working capital to maintain continuity. These circumstances create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

KBL, LLP
Certified Public Accountants and Advisors
August 10, 2007

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Balance Sheets
April 30, 2007 and 2006
		2007		2006
ASSETS
Current assets:
Cash and equivalents	$	2,070	$	2,451
Total current assets		2,070		2,451
Leasehold improvements, (net of accumulated amortization of $0)		430,373		309,904
Other assets:
Restricted cash		-		126,914
Cost of liquor license		93,464		3,500
Total other assets		93,464		130,414
Total assets	$	525,907	$	442,769
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and accrued expenses payable	$	676,578	$	491,127
Current portion, convertible notes payable, officers		595,002		26,455
Current portion, convertible note payable, related party		80,823		-
Accrued interest		70,870		30,165
Total current liabilities		1,423,273		547,747
Non-current liabilities:
Convertible note payable, related party		327,774		327,774
Convertible notes payable, officers		9,858		479,084
Deferred rent expense		69,591		51,629
Total non-current liabilities		407,223		858,487
Total liabilities		1,830,496		153,166
Minority interest in Miami Renaissance Partners, Ltd., a partnership subsidiary		122		125,000
Stockholders' deficit:
Preferred stock, par value 0.001 par value, 1,000,000 authorized
167,650 and 0 issued and outstanding, respectively		168		168
Common stock, $0.001 par value, 74,000,000 shares authorized;
8,816,216 and 7,271,216 shares issued and outstanding, respectively		8,816		7,271
Additional paid-in capital		2,285,677		1,995,722
Accumulated deficit		(3,578,872)		(3,071,126)
Less: stock subscription receivable		(20,500)		(20,500)
Total stockholders' deficit		(1,304,711)		(1,088,465)
Total liabilities and stockholders' deficit	$	525,907	$	442,769
See registered independent auditor's report.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Statements of Operations
For the Years Ended April 30, 2007 and 2006
and for the Period from inception (April 26, 2006) to April 30, 2006
						Period form
						inception
		Year ended		Year ended		(April 26, 2006)
		April 30, 2007		April 30, 2006		to April 30, 2007
Revenues	$	-	$	-	$	-
Operating expenses:
Consulting fees and services satisfied by
issuance of common stock		52,500		-		52,500
Selling, general and administrative		414,713		19,315		434,028
Total operating expenses		467,213		19,315		486,528
Net loss from operations during development stage		(467,213)		(19,315)		(486,528)
Other income (expenses):
Interest income		544		-		544
Interest expense		(40,955)		(2,328)		(43,283)
Total other expenses		(40,411)		(2,328)		(42,739)
Net loss before minority interest		(507,624)		(21,643)		(529,267)
Add: 25% minority interest in net profit of
consolidated affiliate		(122)		-		(122)
Net loss after minority interest	$	(507,746)	$	(21,643)	$	(529,389)
Basic and diluted net loss per weighted-average shares
of common stock outstanding	$	(0.061)	$	(0.003)	$	(0.064)
Weighted average number of shares of common stock outstanding		8,327,654		7,271,216		8,313,378
See registered independent auditor's report.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Statement of Stockholders' Deficit (During Development Stage)
For the Years Ended April 30, 2007 and 2006
and for the Period from inception (April 26, 2006) to April 30, 2007
								Additional		Stock				Total
	Preferred			Common				Paid-in		Subscription		Accumulated		stockholders'
	Shares		Amount	Shares		Amount		Capital		Receivable		Deficit		deficit
Balance April 30, 2004	-	$	-	2,636,216	$	2,636	$	1,980,025	$	-	$	(2,075,474)	$	(92,813)
Net loss for the year ended April 30, 2005	-		-	-		-		-		-		(60,353)		(60,353)
Balance April 30, 2005	-		-	2,636,162		2,636	$	1,980,025				(2,135,827)		(153,166)
Miami Renaissance Group's share
exchange for Registrant's shares	167,650		168	4,635,000		4,635		15,697		(20,500)		(913,656)		(913,656)
Net loss for the year ended April 30, 2006	-		-	-		-		-		-		(21,643)		(21,643)
Balance April 30, 2006	167,650	$	168	7,271,216	$	7,271	$	1,995,722	$	(20,500)	$	(3,071,126)	$	(1,088,465)
Common stock issued for cash	-		-	995,000		995		198,005		-		-		199,000
Common stock issued for services,
including $40,000 capitalized
as leasehold improvements	-		-	550,000		550		91,950		-		-		92,500
Net loss for the yer ended April 30, 2007	-		-	-		-		-		-		(507,746)		(507,746)
Balance, April 30, 2007	167,650	$	168	8,816,216	$	8,816	$	2,285,677	$	(20,500)	$	(3,578,872)	$	(1,304,711)
See the summary of significant accounting policies and the accompanying notes to the financial statements.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Statement of Cash Flows
For the Years Ended April 30, 2007 and 2006
and for the Period from inception (April 26, 2006) to April 30, 2007
						Period form
						inception
		Year ended		Year ended		(April 26, 2006)
		April 30, 2007		April 30, 2006		to April 30, 2007
Net loss	$	(507,746)	$	(21,643)	$	(529,389)
Cash flows from operating activities:
Adjustments to reconcile net loss to cash used in operating activities:
25% minority interest in net profit of consolidated affiliate		122		-		122
Common stock issued for consulting fees and services		52,500		-		52,500
Changes in operating assets and liabilities:
Increase in accounts and accrued expenses payable		185,451		7,527		192,978
Increase in deferred rent expense		17,962		-		17,962
Increase in accrued interest		40,705		2,111		42,816
Net cash used in operating activities		(211,006)		(12,005)		(223,011)
Cash flow from investing activities:
Net cash acquired in acquisition of Miami Renaissance Group, Inc., wholly-owned subsidiary		-		2,451		2,451
Cost paid in acquiring pending liquor license		(89,964)		-		(89,964)
Acquisition of leasehold improvements		(80,469)		-		(80,469)
Net cash provided by investing activities		(170,433)		2,451		(167,982)
Cash flows from financing activities:
Proceeds from issuance of convertible notes payable, related party		80,823		-		80,823
Proceeds from issuance of convertible notes payable, officers		99,321		12,005		111,326
Common stock issued for cash		199,000		-		199,000
Return of capital contributions to limited partners of 75% owned affiliates		(125,000)		-		(125,000)
Decrease in restricted cash		126,914		12,005		126,914
Net cash provided by financing activities		381,058		12,005		393,063
Net (decrease) increase in cash		(381)		2,451		2,070
Cash at beginning of year		2,451		-		-
Cash at the end of the year	$	2,070	$	2,451		2,070
Supplementary disclosure of non-cash transactions:
Cash paid during the year for:
Interest expense	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-
Non-cash operating, investing and financing activities:
Net assets (liabilities) acquired as part of acquisition of Miami Renaissance Group, Inc. and
its partnership subsidiary, Miami Renaissance Partners, Ltd.
Assets acquired:
Cash	$	-	$	2,451	$	2,451
Restricted cash		-		126,914		126,914
Subscription receivable from Miami Renaissance Group Inc's shareholders on their stock		-		20,500		20,500
Leasehold improvements		-		309,904		309,904
Legal fees paid for pending liquor license		-		3,500		3,500
		-		463,269		463,269
Liabilities acquired:
Accounts and accrued expenses payable		-		354,556		354,556
Convertible notes payable
Officers		-		479,084		479,084
Related parties		-		327,774		327,774
Accrued interest expense payable		-		18,382		18,382
Deferred rent expense		-		51,629		51,629
Minority interest		-		125,000		125,000
		-		1,356,425		1,356,425
	$	-	$	(893,156)	$	(893,156)
Change in Company's Stockholders' Equity:
Preferred stock issued at par value	$	-	$	168		168
Common stock issued at par value		-		4,635		4,635
Increase in additional paid-in capital resulting from
difference in value of shares at par exchanged by Company		-		15,697		15,697
Accumulated deficit of Miami Renaissance Group at April 25, 2006		-		(913,656)		(913,656)
	$	-	$	(893,156)	$	(893,156)
Restricted common stock issued in exchange for architectural services
capitalized as leasehold improvements:
Cost added to leasehold improvements as an asset	$	40,000	$	-	$	40,000
Credited to stockholders' deficit:
Common stock		200		-		200
Additional paid-in capital		39,800		-		39,800
	$	40,000	$	-	$	40,000
See registered independent auditors' report

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY) Back to Table of Contents
Notes to the Consolidated Financial Statements

Note 1 - Nature of Business / Organization

Business Description

East Coast Diversified Corporation (the "Company," also referred to as "East Coast") was organized on May 24, 1994, under the laws of the State of Florida under the name Plantastic Corp. and changed its name to Viva Golf, USA Corp. in April 1997. The Company acquired 100% of the issued and outstanding shares of common stock of Lifekeepers International, Inc. in exchange for 1,000,000 of its newly issued shares under an Agreement and Plan of Reorganization on October 22, 1998. In connection with this acquisition, the Company changed its name to Lifekeepers International, Inc.

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

On May 29, 2003, the Company changed its name to East Coast Diversified Corporation. During the year 2001, the Company discontinued its operations, and remained inoperative until April 26, 2006.

Acquisition of Miami Renaissance Group, Inc. subsidiary and its partnership subsidiary, Miami Renaissance Group, Limited

Miami Renaissance Group, Inc. ("MRG") was incorporated in February 2004 as a Florida corporation. Upon incorporation, 50,000,000 shares of $.001 par value common stock were authorized. On June 4, 2004, MRG issued 18,860,000 shares of stock to its founders in exchange for a stock subscriptions receivable. On March 1, 2005, MRG issued 1,640,000 shares of stock to its founders in exchange for a stock subscriptions receivable. The stock subscriptions receivable are discussed in detail in Note 10.

On April 26, 2006 the Company acquired 100% of the issued and outstanding shares of common stock of Miami Renaissance Group, Inc. ("MRG,") a development stage company. As a result, effective April 26, 2006, MRG became a wholly-owned subsidiary of the Company. The majority shareholders of MRG exchanged all of their shares in MRG for 4,635,000 newly issued shares of the Company’s $.001 par value common stock, and 167,650 new issued shares of the Company’s $.001 par value Series A Convertible Preferred Stock. Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. As a result, MRG became a wholly-owned subsidiary of the Company.

The majority shareholders of MRG, namely the key officers in MRG and its partnership subsidiary (and who will be discussed two paragraphs below), have also become key officers in East Coast since their appointment and replacement of the previous management team in April 25, 2005. In addition, prior to this acquisition, the Company’s publicly traded securities have often been thinly traded in the stock market and can therefore be characterized as a stock subject to penny stock rules. Consequently, the shares exchanged between the Company and MRG were valued based on the par value of the respective shares exchanged, with the difference in aggregate value of $15,697 reflected in additional paid-in capital in a recapitalization in which MRG is identified as the "accounting acquirer."

MRG was incorporated in Florida in February 2004. MRG has been renting a facility in Miami, Florida to be renovated for the purpose of operating a combined restaurant, nightclub, and parking lot on the premises. MRG began the process of making renovations in 2004, soon after entering into a lease on the premises as described in Note 11. As of April 30, 2007, the renovations on the property were still in progress and the facility had not yet opened to the public. Management expects the completed facility to be open to the public in early 2008.

Pursuant to the terms of a private placement offering described in Note 3, on April 1, 2005, MRG formed a Florida limited partnership, Miami Renaissance Partners, Ltd, ("the Partnership" or "MRP"), in which MRG was the general partner and manager, to raise working capital for the entertainment facility renovation and creation project. MRG was to enter into a sublease agreement with MRP for the completed Florida facility. MRG was to retain a 75% interest in the partnership, with the remainder interest divided amongst limited partners. These financial statements will include the accounts of East Coast, MRG, and MRP, and include the 25% minority interest representing the remainder third party limited partner interests. Since the acquisition took place on April 26, 2006, operations during the development stage were negligible during the year ended April 30, 2006.

Effective April 26, 2006, the Company is considered to be a development stage company.

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation:

These financial statements will include the accounts of East Coast Diversified Corporation, MRG, and MRP and include a 25% minority interest representing the remainder limited partner interest. All significant inter-company balances and transactions have been eliminated in consolidation.

Income taxes:

The Company follows SFAS No. 109, "Accounting for Income Taxes." Under the asset and liability method 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. A valuation allowance has been provided for the Company's net deferred tax asset, due to uncertainty of realization.

Straight-line lease:

For financial statement purposes, rent expense is recorded on a straight-line basis over the lease term. The difference between the rent expense incurred and the amount paid is recorded as deferred rent and is being amortized over the lease term.

Segment information:

The Company will operate in one segment.

Fair value of financial instruments:

Carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable, accrued payroll, and other

accrued liabilities, approximate fair value due to their short maturities. The fair values of investments are determined using quoted market prices for those securities or similar financial instruments.

Leasehold improvements:

Leasehold improvements are stated at cost and include architect and design fees to renovate and create the entertainment facility. Leasehold improvements will be amortized using the straight-line method (half-year convention) over the shorter of the estimated useful life or lease term. Amortization will commence once the business operations begins.

Florida Liquor License:

On August 24, 2006, the Company acquired a Florida liquor license for a purchase price of $89,000. At April 30, 2007, the cost of the acquired Liquor License, and related legal fees of $4,464 incurred to acquire it, have been capitalized in the Company’s Balance Sheet as an indefinite life intangible asset.

Impairment of long-lived assets:

The Company reviews the carrying value of both its long-lived and other intangible assets annually, and whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. At April 30, 2007, the Company’s evaluation determined that no provision for impairment of either its other intangible assets (the "Liquor License") or its Leasehold Improvements was required at that date.

Use of estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Accounting basis:

The Company uses the accrual basis of accounting for financial statement reporting. Accordingly, expenses are realized when the obligation is incurred. The Company is in the development stage and has not generated any revenues to date.

Loss per Share:

The Company complies with the requirements of the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earning per share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potentially common stock. Net loss per common share, basic and diluted, is determined by dividing the net loss by the weighted average number of common shares outstanding. As of April 30, 2007 and 2006, the effect of issuing convertible preferred stock in connection with the Company’s acquisition of MRG on April 26, 2006 has had a negligible dilutive impact on the calculations of earnings per share.

Consideration of Other Comprehensive Income Items:

SFAS No. 130, "Reporting Comprehensive Income," requires companies to present comprehensive income (consisting primarily of net income plus other direct equity changes and credits) and its components as part of the basic financial statements. The Company's consolidated financial statements do not contain any changes in equity that are required to be reported separately in comprehensive income.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections," that applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 will be effective for the Company for fiscal year ended December 31, 2007. The Company does not anticipate that the adoption of SFAS No. 154 will have an impact on the Company’s overall results of operations or financial position.

In February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140," that allows a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement (new basis) event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated. It also eliminates the exemption from applying Statement 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 155 will have an impact on the Company's overall results of operations or financial position.

In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140," that applies to the accounting for separately recognized servicing assets and servicing liabilities. This Statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 156 will have an impact on the Company's overall results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The Interpretation clarifies the way companies are to account for uncertainty in income tax reporting and filing and prescribes a consistent recognition threshold and measurement attribute for recognizing, derecognizing, and measuring the tax benefits of a tax position taken, or expected to be taken, on a tax

Recent Accounting Pronouncements (continued):

return. The Interpretation is effective for fiscal years beginning after December 15, 2006, although early adoption is possible. The Company does not plan to adopt early and the Company is currently in the process of evaluating the impact, if any, the adoption of the Interpretation will have on the 2007 financial statements.

In September 2006, the FASB issued SFAS 157, "Fair Value Measurements," which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. The adoption of SFAS No. 157 will not have an impact on the Company's overall results of operations or financial position.

In September 2006, the Financial Accounting Standards Board ("FASB") the issued SFAS No. 158, "Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheets as a net liability or asset as of December 31, 2006. The new standard does not address the accounting treatment for pension and postretirement benefits in the income statement. This will have no impact on the Company’s results of operations or financial position.

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No.159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No.115". SFAS No.159 permits entities to choose to measure eligible financial instruments and other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument but only upon the entire instrument - not portions of the instrument. SFAS No.159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 159 will have an impact on the Company's overall results of operations or financial position.

Notes 3 – MRG Pre-Merger Private Placement Offering and Related Restricted Cash

On May 13, 2005, MRG made a private placement offering for up to 120 investment units in the Partnership, Miami Renaissance Partners, Ltd, at a subscription price of $25,000 each. Each unit in this non-public offering was to initially represent a 0.002% to 0.007% partnership interest depending on the number of units sold. The offering was made to accredited investors as defined in Rule 501 (a) under the Securities Act of 1933, as amended. The offering was made for a minimum of 30 units, for total proceeds of $750,000, and a maximum of 120 units, for total proceeds of $3,000,000, with the offering to terminate at December 31, 2005 if the minimum units had not been sold. In accordance with the Partnership formation documents, limited partner capital contributions do not bear interest.

Miami Renaissance Partners, Ltd, ("MRP") had received cash contributions from the sale of partnership units to limited partners of $125,000 prior to the MRG merger with East Coast. Accordingly, at April 30, 2006, the Company had recorded $126,914, including interest income earned previously from restricted cash on its balance sheets. Under the terms of the private placement agreement, MRP had not reached the minimum threshold of 30 units sold to access the capital.

During June and July of 2006, MRP returned the $125,000 of cash contributions received from the limited partners.

Note 4 – Income Taxes

The significant components of the Company's deferred tax assets are as follows:

		2007		2006
Net operating loss carryforward	$	1,216,816	$	1,044,183
Less valuation allowance		(1,216,816)		(1,044,183)
Net deferred tax assets	$	0	$	0

The Company has provided for a valuation allowance against the full amount of the deferred tax asset due to management's uncertainty about its realization. The difference between the federal statutory tax rate of 34% and the effective rate of 0% reflected in the accompanying financial statements is attributable to no tax benefit being recorded for the future utilization of the net operating loss carryforwards.

The Company incurred no federal or state income tax expense for the years ended April 30, 2007 and 2006, and for period from inception (April 26, 2006) to April 30, 2007, and utilized no tax carryforward losses.

As of April 30, 2007 the Company has available net operating loss carryforwards of $3,578,872 that expire through 2027. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization.

Note 5 – Convertible Notes Payable, Related Party

On August 30, 2005, MRG issued a convertible note payable to Brickell North Investments, Inc. ("Brickell"), in settlement of outstanding sums owed for 2004 and 2005 rent and 2004 real estate taxes in the aggregate amount of approximately $327,774. The note will be adjusted upward for any additional 2005 real estates taxes once that amount has been determined. $110,500 of rent due for the period during the development stage of MRG, (February 25, 2004) to December 31, 2005 was forgiven by Brickell (see Note 7). The note is convertible to shares of the Company’s common stock at a rate of $.327.

In the event that the Landlord-Holder Brickell did not convert the principal or adjusted principal of the debt to common stock of the Company the note was to be payable in 24 equal monthly installments commencing on June 15, 2006, together with any rent and real estate taxes due on the leased property. In the event of a failure to pay the note or an inability on the part of Brickell to exercise its conversion rights, the principal of the note was to become immediately due and payable together with interest thereon at the rate 6% per annum from the original date of the note. The parties to the convertible note have mutually agreed to extend the time of payment and adjust the date when Brickell may elect to exercise its conversion rights from June 15, 2006 to January 31, 2008. Accordingly, this debt has been presented as a current liability at April 30, 2007. Brickell is a related party, as described in Note 7.

On October 31, 2006, in consideration for cash proceeds of a loan from James Goldstein, the Company issued a $80,823 convertible note payable to him that accrues interest at 12% per annum and is due October 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.002. James Goldstein is a related party, as described in Note 7.

As of April 30, 2007 and April 30, 2006, the Company had recorded $6,909 and $0 of accrued interest on the convertible notes payable to related party, respectively. Interest expense on these notes was $6,909 for both the year ended April 30, 2007 and for the period from inception (April 26, 2006) to April 30, 2007, respectively.

Note 6 – Convertible Notes Payable to Officers

Convertible notes payable to officers are as follows:

Holder	Terms		April 30, 2007 Balance		April 30, 2006 Balance
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$54,104 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.	$	54,104	$	54,104
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$4,140 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		4,140		4,140
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$1,463 note which accrues interest at 6% per annum and is due April 30, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		1,463		--
Ivo Heiden, Shareholder	$5,515 note which accrues interest at 10% per annum and was due April 30, 2004. The note was convertible into shares of common stock of the Company at the conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to October 31, 2007.		5,515		5,515
Ivo Heiden, Shareholder	$4,750 note which accrues interest at 10% per annum and was due April 30, 2004. The note was convertible into shares of common stock of the Company at the conversion price equal to the closing bid price of the shares on the date of conversion, but not less than the par value of $.001. The shareholder has agreed to extend the maturity date of the obligation to October 31, 2007.		4,750		4,750
Ivo Heiden, Shareholder	$4,185 note which accrues interest at 10% per annum and was due February 3, 2006. The note is convertible into shares of common stock of the Company at the conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to October 31, 2007.		4,185		4,185
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$125 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		125		-
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$2,005 note which accrues interest at 6% per annum and was due December 31, 2006. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to December 31, 2007.		2,005		2,005

Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$176 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.	$	176	$	-
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$360 note which accrues interest at 6% per annum and is due January 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		360		-
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$29,980 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		29,980		29,980
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$1,600 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		1,600		1,600
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$2,100 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,100		-
Aaron Goldstein, a Director (Secretary) and shareholder	$134,737 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		134,737		134,737
Aaron Goldstein, a Director (Secretary) and shareholder	$10,000 note which accrues interest at 6% per annum and was due December 31, 2006. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to December 31, 2007.		10,000		10,000
Aaron Goldstein, a Director (Secretary) and shareholder	$75,000 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		75,000		75,000
Aaron Goldstein, a Director (Secretary) and shareholder	$2,000 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,000		-
Aaron Goldstein, a Director (Secretary) and shareholder	$13,000 note which accrues interest at 6% per annum and is due January 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		13,000		-
Aaron Goldstein, a Director (Secretary) and shareholder	$179,523 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		179,523		179,523
Aaron Goldstein, a Director (Secretary) and shareholder	$5,097 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		5,097		-
Aaron Goldstein, a Director (Secretary) and shareholder	$15,000 note which accrues interest at 6% per annum and is due April 30, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		15,000		-
			604,860		505,539
	Less: current portion		595,002		26,455
		$	9,858	$	479,084

As of April 30, 2007 future maturities of debt for the next two years are as follows:

Years ending April 30:
2008	595,002
2009	9,858

As of April 30 2007 and 2006, the Company had recorded $63,961 and $30,165 of accrued interest on the convertible notes payable to officers, respectively. Interest expense on these notes was $34,046 and $2,328 for the years ended April 30, 2007 and 2006, and $36,374 for the period from inception (April 26, 2006) to April 30, 2007, respectively.

Note 7 – Related Party Transactions

James Goldstein, the father of Aaron Goldstein, who is an officer and director of the Company, is one of the principal owners of Brickell North Investments, Inc. ("Brickell"), the landlord for the Florida entertainment facility lease, and is the holder of the related convertible note payable for $327,774 discussed in Note 5. The note was issued to pay accrued rent for 2005 and 2004 of $207,570 and $8,500, respectively, and real estate taxes of $111,704 during the development stage of MRG (February 25, 2004) to December 31, 2004). $110,500 of rent due for the period from February 25, 2004 to December 31, 2004 was forgiven by Brickell in 2005.

For the period during the development stage of MRG (February 25, 2004) through April 30, 2007, MRG incurred $1,046,541 of rent and real estate taxes under the lease, of which basic rent incurred to Brickell totaled $688,594. The Company’s Consolidated Statements of Operations for the years ended April 30, 2007 and 2006, and for the period from inception (April 26, 2006) to April 30, 2007, respectively, include $233,863 and $233,863, and $688,594 of rent, and $111,704 and $111,704, and $566,435 of real estate taxes incurred by MRG under the lease.

The sub-landlord for the office lease, Comp Tech Technologies, is a company principally owned by Frank Rovito, an officer and director of the Company. For the period from February 25, 2004 to April 30, 2007, MRG incurred $42,000 of rent expense under the sublease. The Company’s Consolidated Statements of Operations for the years ended April 30, 2007 and 2006, and for the period from inception (April 26, 2006) to April 30, 2007, respectively, include $14,400 and $14,400, and $28,800 of rent expense incurred by MRG under the sublease.

On March 1, 2005, MRG issued 1,025,000 shares of its common stock to Robert Margulies, the brother of the officer and director Richard Margulies.

Note 8 – Equity Transactions

During the six months ended October 31, 2006, the Company issued 895,000 shares of common stock pursuant to a private offering to accredited investors that was to expire June 30, 2006 at $.20 per share (with gross proceeds of $179,000), in accordance with Regulation D of the Securities Act of 1933, as amended, and Rule 501 promulgated hereunder. The Company's officers and directors directed the sale and received no commissions or other remuneration. In addition, the Company received $20,000 for 100,000 shares of common stock to be issued in the future under this offering. The 100,000 shares were issued on November 27, 2006.

On May 24, 2006, the Company issued 200,000 shares of common stock to Les Beilinson, subject to Rule 144 restrictions, in consideration of architectural services. The Company has capitalized $40,000 in the cost of leasehold improvements related to this stock issuance, based on the $.20 share price received by the Company in the Private Placement described in the preceding paragraph.

On December 18, 2006, the Company issued 350,000 shares of common stock to S. G. Martin Securities, LLC subject to Rule 144 restrictions, in consideration of professional services. The Company has expensed $52,500 in the statement of operations related to this stock issuance, based on the $.15 share price of the Company’s common stock on that date.

Note 9 – Going Concern

These consolidated financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time.

As shown in the accompanying consolidated financial statements, the Company had incurred cumulative losses of $3,578,872 from inception. The Company's existence in the current period has been dependent upon advances from related parties and other individuals, and the sale of convertible notes payable.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 10 - Stock Subscription Receivable

MRG issued 18,860,000 and 1,640,000 shares of common stock respectively in 2005 and 2004 to various individuals, and directors of MRG in exchange for stock subscription agreements. The amounts due on the stock subscription agreements were $20,500 at April 30, 2007. The amounts are non-interest bearing and due on demand. The stock subscription receivable amounts have been offset against stockholders' deficit.

Note 11- Commitments and Other Matters

[1] The Company has no current pending litigation.

[2] On June 15, 2004, MRG entered into a lease with Brickell North Investments, Inc., a related party, for the parcels of land and buildings for use in the entertainment facility. The lease term is ten years, with annual increases based on the consumer price index, approximately 3% per year.

[3] In February 2004, MRG entered into a sublease with a related party for office space in Edison, NJ for $1,200 per month. Since the lease expiration in October 2004, the Company has continued to lease the space under a month-to-month arrangement. Management does not consider use of this office space essential to business operations.

[4] 5 Year Table of obligations under leases:

The minimum future obligations for rent under agreements outlined in [2] are as follows:

Years Ending April 30,		Amounts
2008		222,371
2009		229,050
2010		235,922
2011		242,997
2012		250,287
Thereafter		545,500
	$	1,726,127

EX-99

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-QSB
_________________________

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

For the quarterly period ended January 31, 2008

OR

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

Commission file number 0-50356

EAST COAST DIVERSIFIED CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

Nevada	55-0840109
(State of Incorporation)	(I.R.S. Employer Identification No.)
1475 West Cypress Creek Road, Suite 202, Ft. Lauderdale, FL	33309
(Address of Principal Executive Offices)	(ZIP Code)

 Registrant's Telephone Number, Including Area Code: (786) 777-0808

Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001

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 x No ¨

On March 18, 2008, the Registrant had 8,816,216 shares of common stock, par value $0.001 outstanding.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

TABLE OF CONTENTS

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

The Registrant's financial statements for the three and nine-month periods ended January 31, 2008 and 2007 are attached to this quarterly report.

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

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Overview

The Company has not generated any revenues from its operations during the three and nine month period ended January 31, 2008 and 2007. During the three-month period ended January 31, 2008, there were no expenditures on leasehold improvements on the facility due to lack of funding availability and restrictions in building permits issuance in Miami, which have been in place for some time. As a result of these restrictions, the board of directors of the Company approved the sale of MRG to certain affiliated persons and decided to solicit shareholder approval to divest MRG. Management expects the sale of MRG to be completed by April 30, 2008.

General and Administrative Expenses

During the three and nine-month period ended January 31, 2008, the Company had operating expenses of $98,645 and $308,047 compared to $157,198 and $374,583 during the same periods in the prior year. Our operating expenses consist mainly of professional fees, general and administrative expenses.

Interest Expense

We had interest expenses during the three and nine-month period ended January 31, 2008 of $12,255 and $36,007 compared to $11,385 and $29,701 during the same periods in the prior year.

Net Loss

Our net loss during the three and nine-month period ended January 31, 2008 was $110,900 and $344,054, respectively, as compared to net losses of $168,583 and $403,862 during the same periods in the prior year.

Liquidity and Capital Resources

While we are dependent upon interim funding provided by management and/or affiliated parties to pay professional fees and expenses, we have no written finance agreement with management and/or affiliated parties to provide any continued funding. However, we have difficlities to raise additional funds through a the issuance of debt or equity securities to fund our business plan. During the nine-month period ended January 31, 2008, we received proceeds of $38,475 through the issuance of convertible notes to management.

On January 31, 2008, we had $1,299 in current assets and had $1,761,729 in current liabilities. On January 31, 2008, our negative working capital was $1,760,430. We had $525,136 in total assets and $2,173,779 in total liabilities at January 31, 2008.

There are no limitations in the Company's articles of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock. The Company's limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company's limitations to borrow funds or raise funds through the issuance of restricted capital stock may have a material adverse effect on the Company's financial condition and future prospects, including the ability to execute its business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.

ITEM 3. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of January 31, 2008, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

The Registrant's officers and directors are not aware of any threatened or pending litigation to which the Registrant is a party or which any of its property is the subject and which would have any material, adverse effect on the Registrant.

ITEM 2. CHANGES IN SECURITIES Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Back to Table of Contents

None.

ITEM 5. OTHER INFORMATION Back to Table of Contents

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-QSB or incorporated by reference herein.

Exhibit No.	Description
31.1	Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K during the quarter covered by this report: The Registrant did not file a Form 8-K during the quarter ended January 31, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Richard Margulies
Richard Margulies
   Chief Executive Officer
  Dated: March 19, 2008

/s/ Frank Rovito
Frank Rovito
   Chief Financial Officer
   Dated: March 19, 2008

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Balance Sheets
January 31, 2008 and April 30, 2007
		January 31, 2008		April 30, 2007
ASSETS
Current assets:
Cash and equivalents	$	1,299	$	2,070
Total current assets		1,299		2,070
Leasehold improvements, (net of accumulated amortization of $0)		430,373		430,373
Other assets:
Restricted cash		-		-
Cost of liquor license		93,464		93,464
Total other assets		93,464		93,464
Total assets	$	525,136	$	525,907
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and accrued expenses and compensation payable	$	936,814	$	676,578
Current portion, convertible notes payable, officers		637,402		595,002
Current portion, convertible note payable, related party		80,823		80,823
Accrued interest		106,690		70,870
Total current liabilities		1,761,729		1,423,273
Non-current liabilities:
Convertible note payable, related party		327,774		327,774
Convertible notes payable, officers		5,933		9,858
Deferred rent expense		78,343		69,591
Total non-current liabilities		412,050		407,223
Total liabilities		2,173,779		1,830,496
Minority interest in Miami Renaissance Partners, Ltd., a partnership subsidiary		122		122
Stockholders' deficit:
Preferred stock, par value 0.001 par value, 1,000,000 authorized
167,650 and 0 issued and outstanding, respectively		168		168
Common stock, $0.001 par value, 74,000,000 shares authorized;
8,816,216  shares issued and outstanding		8,816		8,816
Additional paid-in capital		2,285,677		2,285,677
Accumulated deficit		(3,922,926)		(3,578,872)
Less: stock subscription receivable		(20,500)		(20,500)
Total stockholders' deficit		(1,648,765)		(1,304,711)
Total liabilities and stockholders' deficit	$	525,136	$	525,907
See the summary of significant accounting policies and the accompanying notes to the financial statements.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED AFFILIATE
(A Development Stage Company) Back to Table of Contents
Consolidated Statements of Operations (During the Development Stage)
										For the Period		For the Period
		Three Months		Three Months		Nine Months		Nine Months		From Inception		From Inception
		ended		ended		ended		ended		(April 26, 2006) to		(April 26, 2006) to
		January 31, 2008		January 31, 2007		January 31, 2008		January 31, 2007		April 30, 2007		April 30, 2008
Revenues	$	-	$	-	$	-	$	-	$	-	$	-
Operating expenses:
Consulting fees and services
satisfied by issuance of common stock		-		52,500		-		52,500		52,500		52,500
Selling, general and administrative		98,645		104,698		308,047		322,083		434,028		742,075
Total operating expenses		98,645		157,198		308,047		374,583		486,528		794,575
Net loss from operations during development stage		(98,645)		(157,198)		(308,047)		(374,583)		(486,528)		(794,575)
Other income (expenses):
Interest income		-		-		-		544		544		544
Interest expense		(12,255)		(11,385)		(36,007)		(29,701)		(43,283)		(79,290)
Total other expenses		(12,255)		(11,385)		(36,007)		(29,157)		(42,739)		(78,746)
Net loss before minority interest		(110,900)		(168,583)		(344,054)		(403,740)		(529,267)		(873,321)
Add (less): 25% minority interest
in net profit (loss) of affiliate		-		-		-		122		(122)		(122)
Net loss after minority interest	$	(110,900)	$	(168,583)	$	(344,054)	$	(403,862)	$	(529,389)	$	(873,443)
Basic and diluted net loss
per weighted-average shares
of common stock outstanding	$	(0.013)	$	(0.021)	$	(0.041)	$	(0.049)	$	(0.064)	$	(0.105)
Weighted average number of shares
of common stock outstanding	$	8,313,378		8,052,901		8,313,378		8,170,111		8,313,378		8,313,378)
See the summary of significant accounting policies and the accompanying notes to the financial statements.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED SUBSIDIARIES
(A Development Stage Company) Back to Table of Contents
Consolidated Statement of Stockholders' Deficit (During Development Stage)
For the Period from inception (April 26, 2006) to January 31, 2008
								Additional		Stock				Total
	Preferred			Common				Paid-in		Subscription		Accumulated		stockholders'
	Shares		Amount	Shares		Amount		Capital		Receivable		Deficit		deficit
Balance April 30, 2004	-	$	-	2,636,216	$	2,636	$	1,980,025	$	-	$	(2,075,474)	$	(92,813)
Net loss for the year ended April 30, 2005	-		-	-		-		-		-		(60,353)		(60,353)
Balance April 30, 2005	-		-	2,636,162		2,636	$	1,980,025				(2,135,827)		(153,166)
Miami Renaissance Group's share
exchange for Registrant's shares	167,650		168	4,635,000		4,635		15,697		(20,500)		(913,656)		(913,656)
Net loss for the year ended April 30, 2006	-		-	-		-		-		-		(21,643)		(21,643)
Balance April 30, 2006	167,650	$	168	7,271,216	$	7,271	$	1,995,722	$	(20,500)	$	(3,071,126)	$	(1,088,465)
Common stock issued for cash	-		-	995,000		995		198,005		-		-		199,000
Common stock issued for services,
including $40,000 capitalized
as leasehold improvements	-		-	550,000		550		91,950		-		-		92,500
Net loss for the year ended April 30, 2007	-		-	-		-		-		-		(507,746)		(507,746)
Balance April 30, 2007	167,650	$	168	8,816,216	$	8,816	$	2,285,677	$	(20,500)	$	(3,578,872)	$	(1,304,711)
Net loss for the nine months
ended January 31, 2008	-		-	-		-		-		-		(344,054)		(344,054)
Balance, January 31, 2008	167,650	$	168	8,816,216	$	8,816	$	2,285,677	$	(20,500)	$	(3,922,926)	$	(1,648,765)
See the summary of significant accounting policies and the accompanying notes to the financial statements.

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED AFFILIATE
(A Development Stage Company) Back to Table of Contents
Consolidated Statement of Cash Flows (During the Development Stage)
For the nine months ended January 31, 2008 and for the Period from inception (April 26, 2006) to January 31, 2008
				For the Period		Period from
		Nine Months		From Inception		Inception
		Ended		(April 26, 2006) to		(April 26, 2006) to
		January 31, 2008		April 30, 2007		January 31, 2008
Net loss before minority interest	$	(344,054)	$	(529,389)	$	(873,443)
Cash flows from operating activities:
Adjustments to reconcile net loss to cash used in operating activities:
Minority interest income 25% minority interest in net profit of affiliate		-		122		122
Common stock issued for consulting fees and services		-		52,500		52,500
Changes in operating assets and liabilities:
Increase in accounts and accrued expenses payable		260,236		192,978		453,214
Increase in deferred rent expense		8,752		17,962		26,714
Increase in accrued interest		35,820		42,816		78,636
Net cash used in operating activities		(39,246)		(223,011)		(262,257)
Cash flows from investing activities:
Net cash acquired in acquisition of Miami Renaissance Group, Inc.		-		2,451		2,451
Costs paid in acquiring pending liquor license		-		(89,964)		(89,964)
Acquisition of leasehold improvements		-		(80,469)		(80,469)
Net cash (used in) provided by investing activities		-		(167,982)		(167,982)
Cash flows from financing activities:
Proceeds from issuance of convertible notes payable, related party		-		80,823		80,823
Proceeds from issuance of convertible notes payable, officers		38,475		111,326		149,801
Common stock issued for cash		-		199,000		199,000
Return of capital contributions to limited partners of 75% owned affiliate		-		(125,000)		(125,000)
Decrease in restricted cash		-		126,914		126,914
Net cash provided by financing activities		38,475		393,063		431,538
Net (decrease) increase in cash		(771)		2,070		1,299
Cash at the beginning of the period		2,070		-		-
Cash at end of period	$	1,299	$	2,070	$	1,299

Supplementary disclosure of non-cash transactions:
Cash paid during the year for:		-		-		-
Interest expenses		-		-		-
Income taxes
Non-cash operating, investing and financing activities:
Net assets (liabilities) acquired as part of acquisition of Miami Renaissance Group, Inc.
and its partnership subsidiary, Miami Renaissance Partners, Ltd.
Assets acquired:
Cash	$	-	$	2,451	$	2,451
Restricted cash		-		126,914		126,914
Subscription receivable from Miami Renaissance Group, Inc. shareholder on their stock		-		20,500		20,500
Leasehold improvements		-		309,904		309,904
Legal fees paid for pending liquor license		-		3,500		3,500
		-		463,269		463,269
Liabilities acquired:
Accounts and accrued expenses payable		-		354,556		354,556
Convertible notes payable		-		-		-
Officers		-		479,084		479,084
Related parties		-		327,774		327,774
Accrued interest expense payable		-		18,382		18,382
Deferred rent expense		-		51,629		51,629
Minority interest		-		125,000		125,000
		-		1,356,425		1,356,425
	$	-	$	(893,156)	$	(893,156)
Changes in Company’s Stockholders’ Equity
Preferred stock issued at par value	$		$	168	$	168
Common stock issued at par value				4,635		4,635
Increase in additional paid-in capital resulting from difference in value of shares at par exchanged by Company				15,697		15,697
Accumulated deficit of Miami Renaissance Group at April 25, 2006		-		(913,656)		(913,656)
	$	-	$	(893,156)	$	(893,156)
Restricted common stock issued in exchange for architectural services capitalized as leasehold improvements:
Cost added to leasehold improvements as an asset	$	-	$	40,000	$	40,000
Credited to stockholders’ deficit:
Common stock		-		200		200
Additional paid in capital		-		39,800		39,800
	$	-	$	40,000	$	40,000

EAST COAST DIVERSIFIED CORPORATION AND CONSOLIDATED AFFILIATE
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements Back to Table of Contents

NOTE A - ADJUSTMENTS

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) results of operations for the three months and nine months periods ended January 31, 2008 and for the period from inception (April 26, 2006) to January 31, 2008, (b) the financial position at January 31, 2008, (c) the statements of cash flows for the nine month period ended January 31, 2008 and for the period from inception (April 26, 2006) to January 31, 2008, and (d) the changes in stockholders' deficit for the nine month period ended January 31, 2008 and for the period from inception (April 26, 2006) to January 31, 2008 have been made. The results of operations for the three months and nine months ended January 31, 2008 are not necessarily indicative of the results to be expected for the full year.

NOTE B – UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended April 30, 2007 included in the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 29, 2007.

The Company's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The liquidity of the Company has been adversely affected in recent years by significant losses from operations. As further discussed in Note 9, the Company incurred losses of $344,054 for the nine months ended January 31, 2008 and losses during the development stage of Miami Renaissance Group, Inc. ("MRG"), the acquirer/survivor entity in the merger described in Note 1, for the period from the inception of their development stage (February 25, 2004) to April 30, 2006, of $914,049.

At January 31, 2008, the current consolidated Company has limited cash reserves, with its current liabilities exceeding its cash by $1,761,729. In addition, the Company has substantial non-current liabilities, including convertible notes payables, of $412,050, as well as Total Stockholders’ Deficit at that date of $1,648,765.

The aforementioned financial condition indicates that the Company will have substantial difficulty meeting its financial obligations for the balance of this fiscal year. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Recently, operations have been funded by loans in the form of convertible debts issued to officers and other related parties and occasional private placements of common stock.

As further discussed below in Note 1, management is in the process of getting the facility in which it will operate a night club ready for use and will need to seek additional financing in one form or another. The Company is hopeful it will continue to be able to find sufficient financing to complete construction of the nightclub, and begin its operations, and continue as a going concern in its present form. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern in its present form.

NOTE 1 - NATURE OF BUSINESS / ORGANIZATION

Business Description

East Coast Diversified Corporation (the “Company,” also referred to as “East Coast”) was organized on May 24, 1994, under the laws of the State of Florida under the name Plantastic Corp. and changed its name to Viva Golf, USA Corp. in April 1997. The Company acquired 100% of the issued and outstanding shares of common stock of Lifekeepers International, Inc. in exchange for 1,000,000 of its newly issued shares under an Agreement and Plan of Reorganization on October 22, 1998. In connection with this acquisition, the Company changed its name to Lifekeepers International, Inc.

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

On May 29, 2003, the Company changed its name to East Coast Diversified Corporation. During the year 2001, the Company discontinued its operations, and remained inoperative until April 26, 2006.

Acquisition of Miami Renaissance Group, Inc. subsidiary and its partnership subsidiary, Miami Renaissance Group, Limited

Miami Renaissance Group, Inc. (“MRG”) was incorporated in February 2004 as a Florida corporation. Upon incorporation, 50,000,000 shares of $.001 par value common stock were authorized. On June 4, 2004, MRG issued 18,860,000 shares of stock to its founders in exchange for a stock subscriptions receivable. On March 1, 2005, MRG issued 1,640,000 shares of stock to its founders in exchange for a stock subscriptions receivable. The stock subscriptions receivable are discussed in detail in Note 10.

On April 26, 2006 the Company acquired 100% of the issued and outstanding shares of common stock of Miami Renaissance Group, Inc. (“MRG,”) a development stage company. As a result, effective April 26, 2006, MRG became a wholly-owned subsidiary of the Company. The majority shareholders of MRG exchanged all of their shares in MRG for 4,635,000 newly issued shares of the Company’s $.001 par value common stock, and 167,650 new issued shares of the Company’s $.001 par value Series A Convertible Preferred Stock. Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. As a result, MRG became a wholly-owned subsidiary of the Company.

The majority shareholders of MRG, namely the key officers in MRG and its partnership subsidiary (and who will be discussed two paragraphs below), have also become key officers in East Coast since their appointment and replacement of the previous management team in April 25, 2005. In addition, prior to this acquisition, the Company’s publicly traded securities have often been thinly traded in the stock market and can therefore be characterized as a stock subject to penny stock rules. Consequently, the shares exchanged between the Company and MRG were valued based on the par value of the respective shares exchanged, with the difference in aggregate value of $15,697 reflected in additional paid-in capital in a recapitalization in which MRG is identified as the "accounting acquirer.”

MRG was incorporated in Florida in February 2004. MRG has been renting a facility in Miami, Florida to be renovated for the purpose of operating a combined restaurant, nightclub, and parking lot on the premises. MRG began the process of making renovations in 2004, soon after entering into a lease on the premises as described in Note 11. During the three-month period ended January 31, 2008, there were no expenditures on leasehold improvements on the facility due to lack of funding availability and restrictions in building permits issuance in Miami, which have been in place for some time. As a result of these restrictions, the board of directors of the Company approved the sale of MRG to certain affiliated persons and decided to solicit shareholder approval to divest MRG. Management expects the sale of MRG to be completed by April 30, 2008.

Pursuant to the terms of a private placement offering described in Note 3, on April 1, 2005, MRG formed a Florida limited partnership, Miami Renaissance Partners, Ltd, ("the Partnership" or "MRP"), in which MRG was the general partner and manager, to raise working capital for the entertainment facility renovation and creation project. MRG was to enter into a sublease agreement with MRP for the completed Florida facility. MRG was to retain a 75% interest in the partnership, with the remainder interest divided amongst limited partners. These financial statements will include the accounts of East Coast, MRG, and MRP, and include the 25% minority interest representing the remainder third party limited partner interests. Since the acquisition took place on April 26, 2006, operations during the development stage were negligible during the year ended April 30, 2006.

Effective April 26, 2006, the Company is considered to be a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation:

These financial statements will include the accounts of East Coast Diversified Corporation, MRG, and MRP and include a 25% minority interest representing the remainder limited partner interest. All significant inter-company balances and transactions have been eliminated in consolidation.

Income taxes:

The Company follows SFAS No. 109, "Accounting for Income Taxes." Under the asset and liability method 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. A valuation allowance has been provided for the Company's net deferred tax asset, due to uncertainty of realization.

Straight-line lease:

For financial statement purposes, rent expense is recorded on a straight-line basis over the lease term. The difference between the rent expense incurred and the amount paid is recorded as deferred rent and is being amortized over the lease term.

Segment information:

The Company will operate in one segment.

Fair value of financial instruments:

Carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable, accrued payroll, and other accrued liabilities, approximate fair value due to their short maturities. The fair values of investments are determined using quoted market prices for those securities or similar financial instruments.

Leasehold improvements:

Leasehold improvements are stated at cost and include architect and design fees to renovate and create the entertainment facility. Leasehold improvements will be amortized using the straight-line method (half-year convention) over the shorter of the estimated useful life or lease term. Amortization will commence once the business operations begins.

Florida Liquor License:

On August 24, 2006, the Company acquired a Florida liquor license for a purchase price of $89,000. At January 31, 2008, the cost of the acquired Liquor License, and related legal fees of $4,464 incurred to acquire it, have been capitalized in the Company’s Balance Sheet as an indefinite life intangible asset.

Impairment of long-lived assets:

The Company reviews the carrying value of both its long-lived and other intangible assets annually, and whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. At January 31, 2008, the Company’s evaluation determined that no provision for impairment of either its other intangible assets (the "Liquor License") or its Leasehold Improvements was required at that date.

Use of estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Accounting basis:

The Company uses the accrual basis of accounting for financial statement reporting. Accordingly, expenses are realized when the obligation is incurred. The Company is in the development stage and has not generated any revenues to date.

Loss per Share:

The Company complies with the requirements of the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earning per share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potentially common stock. Net loss per common share, basic and diluted, is determined by dividing the net loss by the weighted average number of common shares outstanding. As of October 31, 2007, the effect of issuing convertible preferred stock in connection with the Company’s acquisition of MRG on April 26, 2006 has had a negligible dilutive impact on the calculations of earnings per share.

Consideration of Other Comprehensive Income Items:

SFAS No. 130, "Reporting Comprehensive Income," requires companies to present comprehensive income (consisting primarily of net income plus other direct equity changes and credits) and its components as part of the basic financial statements. The Company's consolidated financial statements do not contain any changes in equity that are required to be reported separately in comprehensive income.

In May 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections,” that applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 will be effective for the Company for fiscal year ended December 31, 2007. The Company does not anticipate that the adoption of SFAS No. 154 will have an impact on the Company’s overall results of operations or financial position.

In February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140,” that allows a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement (new basis) event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated. It also eliminates the exemption from applying Statement 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 155 will have an impact on the Company's overall results of operations or financial position.

In March 2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140,” that applies to the accounting for separately recognized servicing assets and servicing liabilities. This Statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006. The Company does not anticipate that the adoption of SFAS No. 156 will have an impact on the Company's overall results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The Interpretation clarifies the way companies are to account for uncertainty in income tax reporting and filing and prescribes a consistent recognition threshold and measurement attribute for recognizing, derecognizing, and measuring the tax benefits of a tax position taken, or expected to be taken, on a tax return. The Interpretation is effective for fiscal years beginning after December 15, 2006, although early adoption is possible. The Company does not plan to adopt early and the Company is currently in the process of evaluating the impact, if any, the adoption of the Interpretation will have on the 2007 financial statements.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. The adoption of SFAS No. 157 will not have an impact on the Company's overall results of operations or financial position.

In September 2006, the Financial Accounting Standards Board (“FASB”) the issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheets as a net liability or asset as of December 31, 2006. The new standard does not address the accounting treatment for pension and postretirement benefits in the income statement. This will have no impact on the Company’s results of operations or financial position.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No.115”. SFAS No.159 permits entities to choose to measure eligible financial instruments and other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument but only upon the entire instrument - not portions of the instrument. SFAS No.159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 159 will have an impact on the Company's overall results of operations or financial position.

In December 2007, the Financial Accounting Standards Board (“FASB”) simultaneously issued SFAS No. 141R, “Business Combinations (2007 Amendment),” and SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51.” Both standards update United States guidance on accounting for “noncontrolling interests,” sometimes referred to as minority interests, which interests represent a portion of a subsidiary not attributable, directly or indirectly, to a parent. FASB and the International Accounting Standards Board (“IASB”) have been working together to promote international convergence of accounting standards. Prior to promulgation of these new standards there were specific areas in accounting for business acquisitions in which conversion was not achieved. The objective of both standards is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in “business combinations” and consolidated financial statements by establishing accounting and reporting standards. In business combinations it is accomplished by establishing principles and requirements concerning how an “acquirer” recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interest in the acquiree, as well as goodwill acquired in the combination or gain from a bargain purchase; and determines information to be disclosed to enable users to evaluate the nature and effects of business combinations. In consolidated financial statements the standards require: identification of ownership interests held in subsidiaries by parties other than the parent be clearly identified, labeled and presented in consolidated financial position within equity (rather than “mezzanine” between liabilities and equity) separately from amounts attributed to the parent, with net income attributable to the parent and to the minority interest clearly identified and presented on the face of consolidated statements of income. The standards also provide guidance in situations where the parent’s ownership interest in a subsidiary changes while the parent retains its controlling financial interest. The standard also provides guidance on recording a gain or loss based on fair value in situations involving deconsolidation of a subsidiary. Entities must provide sufficient disclosures that distinguish between interests of the parent and that of the noncontrolling interest. Both standards are effective for fiscal years and interims beginning on or after December 15, 2008 (that is January 1, 2009) for entities with calendar years. Earlier adoption is prohibited. The standards shall be applied prospectively as of the beginning of the fiscal year in which initially applied, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not anticipate that the adoption of SFAS No. 141R and No. 160 will have an impact on the Company's overall results of operations or financial position, unless the Company makes a business acquisition in which there is a noncontrolling interest.

NOTE 3 – MRG PRE-MERGER PRIVATE PLACEMENT OFFERING AND RELATED RESTRICTED CASH

On May 13, 2005, MRG made a private placement offering for up to 120 investment units in the Partnership, Miami Renaissance Partners, Ltd, at a subscription price of $25,000 each. Each unit in this non-public offering was to initially represent a 0.002% to 0.007% partnership interest depending on the number of units sold. The offering was made to accredited investors as defined in Rule 501 (a) under the Securities Act of 1933, as amended. The offering was made for a minimum of 30 units, for total proceeds of $750,000, and a maximum of 120 units, for total proceeds of $3,000,000, with the offering to terminate at December 31, 2005 if the minimum units had not been sold. In accordance with the Partnership formation documents, limited partner capital contributions do not bear interest.

Miami Renaissance Partners, Ltd, ("MRP") had received cash contributions from the sale of partnership units to limited partners of $125,000 prior to the MRG merger with East Coast. Accordingly, at April 30, 2006, the Company had recorded $126,914, including interest income earned previously from restricted cash on its balance sheets. Under the terms of the private placement agreement, MRP had not reached the minimum threshold of 30 units sold to access the capital.

During June and July of 2006, MRP returned the $125,000 of cash contributions received from the limited partners.

NOTE 4 – INCOME TAXES

The significant components of the Company's deferred tax assets are as follows:

		January 31, 2008		April 30, 2006
Net operating loss carryforward	$	1,333,795	$	1,216,816
Less valuation allowance		(1,333,795)		(1,216,816)
Net deferred tax assets	$	0	$	0

The Company has provided for a valuation allowance against the full amount of the deferred tax asset due to management's uncertainty about its realization. The difference between the federal statutory tax rate of 34% and the effective rate of 0% reflected in the accompanying financial statements is attributable to no tax benefit being recorded for the future utilization of the net operating loss carry forwards.

The Company incurred no federal or state income tax expense for the nine months ended January 31, 2008 and for period from inception (April 26, 2006) to January 31, 2008, and utilized no tax carry forward losses.

As of January 31, 2008 the Company has available net operating loss carry forwards of $3,922,926 that expire through 2028. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization.

NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

On August 30, 2005, MRG issued a convertible note payable to Brickell North Investments, Inc. (“Brickell”), in settlement of outstanding sums owed for 2004 and 2005 rent and 2004 real estate taxes in the aggregate amount of approximately $327,774. The note will be adjusted upward for any additional 2005 real estates taxes once that amount has been determined. $110,500 of rent due for the period during the development stage of MRG, (February 25, 2004) to December 31, 2005 was forgiven by Brickell (see Note 7).

The note is convertible to shares of the Company’s common stock at a rate of $.327.

In the event that the Landlord-Holder Brickell did not convert the principal or adjusted principal of the debt to common stock of the Company the note was to be payable in 24 equal monthly installments commencing on June 15, 2006, together with any rent and real estate taxes due on the leased property. In the event of a failure to pay the note or an inability on the part of Brickell to exercise its conversion rights, the principal of the note was to become immediately due and payable together with interest thereon at the rate 6% per annum from the original date of the note. The parties to the convertible note have mutually agreed to extend the time of payment and adjust the date when Brickell may elect to exercise its conversion rights from June 15, 2006 to March 31, 2009. Accordingly, this debt has been presented as a non-current liability at January 31, 2008.

Brickell is a related party, as described in Note 7.

On October 31, 2006, in consideration for cash proceeds of a loan from James Goldstein, the Company issued a $80,823 convertible note payable to him that accrues interest at 12% per annum and was due on October 31, 2007. The loan holder has agreed to extend the maturity date of the obligation to October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.

James Goldstein is a related party, as described in Note 7.

As of January 31, 2008 and April 30, 2007, the Company had recorded $14,183 and $6,909 of accrued interest on the convertible notes payable to related party, respectively. Interest expense on this note was $7,274 and $5,869 for the nine months ended January 31, 2008 and 2007, respectively, and $14,183 for the period from inception (April 26, 2006) to January 31, 2008.

NOTE 6 – CONVERTIBLE NOTES PAYABLE OF OFFICERS AND SHAREHOLDER

Convertible notes payable to officers are as follows:

Holder	Terms		January 31, 2008 Balance		April 30, 2007 Balance
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$54,104 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.	$	54,104	$	54,104
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$4,140 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		4,140		4,140
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$1,463 note which accrues interest at 6% per annum and is due April 30, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		1,463		1,463
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$6,500 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		6,500		-
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$570 note which accrues interest at 6% per annum and is due October 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		570		-
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$2,170 note which accrues interest at 6% per annum and is due January 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,170		-
Ivo Heiden, Shareholder	$5,515 note which accrues interest at 10% per annum and was due April 30, 2004. The note was convertible into shares of common stock of the Company at the conversion price of $.002. The shareholder has agreed to another extention of the maturity date of the obligation to April 30, 2008.		5,515		5,515
Ivo Heiden, Shareholder	$4,750 note which accrues interest at 10% per annum and was due April 30, 2004. The note was convertible into shares of common stock of the Company at the conversion price equal to the closing bid price of the shares on the date of conversion, but not less than the par value of $.001. The shareholder has agreed to another extention of the maturity date of the obligation to April 30, 2008.		4,750		4,750
Ivo Heiden, Shareholder	$4,185 note which accrues interest at 10% per annum and was due February 3, 2006. The note is convertible into shares of common stock of the Company at the conversion price of $.002. The shareholder has agreed to another extention of the maturity date of the obligation to April 30, 2008.		4,185		4,185
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$125 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		125		125
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$2,005 note which accrues interest at 6% per annum and was due December 31, 2006. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to April 30, 2008.		2,005		2,005

Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$176 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.	$	176	$	176
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$360 note which accrues interest at 6% per annum and is due January 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		360		360
Richard Margulies, President/CEO and Chairman of the Board of Directors and shareholder	$3,590 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		3,950		-
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$29,980 note which accrues interest at 6% per annum and is due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		29,980		29,980
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$1,600 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		1,600		1,600
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$2,100 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,100		2,100
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$2,112 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,112		-
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$3,900 note which accrues interest at 6% per annum and is due October 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		3,900		-
Frank Rovito, CFO, and a Director (Treasurer) and shareholder	$1,600 note which accrues interest at 6% per annum and is due January 31, 2009. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		1,600		-
Aaron Goldstein, a Director (Secretary) and shareholder	$134,737 note which accrues interest at 6% per annum and is due April 25, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.50.		134,737		134,737
Aaron Goldstein, a Director (Secretary) and shareholder	$10,000 note which accrues interest at 6% per annum and was due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to April 30, 2008.		10,000		10,000
Aaron Goldstein, a Director (Secretary) and shareholder	$75,000 note which accrues interest at 6% per annum and was due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50. The shareholder has agreed to extend the maturity date of the obligation to April 30, 2008.		75,000		75,000
Aaron Goldstein, a Director (Secretary) and shareholder	$2,000 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,000		2,000
Aaron Goldstein, a Director (Secretary) and shareholder	$13,000 note which accrues interest at 6% per annum and is due January 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to April 30, 2008.		13,000		13,000
Aaron Goldstein, a Director (Secretary) and shareholder	$179,523 note which accrues interest at 6% per annum and was due December 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.50. The shareholder has agreed to extend the maturity date of the obligation to April 30, 2008.		179,523		179,523
Aaron Goldstein, a Director (Secretary) and shareholder	$5,097 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		5,097		5,097
Aaron Goldstein, a Director (Secretary) and shareholder	$15,000 note which accrues interest at 6% per annum and is due April 30, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		15,000		15,000
Aaron Goldstein, a Director (Secretary) and shareholder	$2,800 note which accrues interest at 6% per annum and is due July 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		2,800		-
Aaron Goldstein, a Director (Secretary) and shareholder	$60,000 note which accrues interest at 6% per annum and was due October 31, 2007. The note is convertible into shares of common stock of the Company at a conversion price of $.002. The shareholder has agreed to extend the maturity date of the obligation to October 31, 2008.		60,000		-
Aaron Goldstein, a Director (Secretary) and shareholder	$15,233 note which accrues interest at 6% per annum and is due October 31, 2008. The note is convertible into shares of common stock of the Company at a conversion price of $.002.		15,233		-
			643,335		604,860
	Less: current portion		637,402		595,002
		$	5,933	$	9,858

As of January 31, 2008 future maturities of debt for the next two years are as follows:

Years ending January 31:

2009	$	637,402
2010		5,933

As of January 31 2008 and April 30, 2007, the Company had recorded $92,507 and $63,961 of accrued interest on the convertible notes payable to officers, respectively. Interest expense on these notes was $28,546 and $24,970 for the nine months ended January 31, 2008 and 2007, respectively, and $64,920 for the period from inception (April 26, 2006) to January 31, 2008.

NOTE 7 – RELATED PARTY TRANSACTIONS

James Goldstein, the father of Aaron Goldstein, who is an officer and director of the Company, is one of the principal owners of Brickell North Investments, Inc. ("Brickell"), the landlord for the Florida entertainment facility lease, and is the holder of the related convertible note payable for $327,774 discussed in Note 5. The note was issued to pay accrued rent for 2005 and 2004 of $207,570 and $8,500, respectively, and real estate taxes of $111,704 during the development stage of MRG (February 25, 2004) to December 31, 2004). $110,500 of rent due for the period from February 25, 2004 to December 31, 2004 was forgiven by Brickell in 2005.

For the period during the development stage of MRG (February 25, 2004) through January 31, 2008, MRG incurred $1,305,720 of rent and real estate taxes under the lease, of which basic rent incurred to Brickell totaled $863,995. The Company’s Consolidated Statements of Operations for the nine months ended January 31, 2008 includes $175,401 of basic rent, and $83,778 of real estate taxes incurred by MRG under the lease.

The sub-landlord for the office lease, Comp Tech Technologies, is a company principally owned by Frank Rovito, an officer and director of the Company. For the period from February 25, 2004 to January 31, 2008, MRG incurred $52,800 of rent expense under the sublease. The Company’s Consolidated Statements of Operations for the nine months ended January 31, 2008, $10,800 of rent expense incurred by MRG under the sublease.

On March 1, 2005, MRG issued 1,025,000 shares of its common stock to Robert Margulies, the brother of the officer and director Richard Margulies.

NOTE 8 – EQUITY TRANSACTIONS

During the six months ended October 31, 2006, the Company issued 895,000 shares of common stock pursuant to a private offering to accredited investors that was to expire June 30, 2006 at $.20 per share (with gross proceeds of $179,000), in accordance with Regulation D of the Securities Act of 1933, as amended, and Rule 501 promulgated thereunder. The Company's officers and directors directed the sale and received no commissions or other remuneration. In addition, the Company received $20,000 for 100,000 shares of common stock to be issued in the future under this offering. The 100,000 shares were issued on November 27, 2006.

On May 24, 2006, the Company issued 200,000 shares of common stock to Les Beilinson, subject to Rule 144 restrictions, in consideration of architectural services. The Company has capitalized $40,000 in the cost of leasehold improvements related to this stock issuance, based on the $.20 share price received by the Company in the Private Placement described in the preceding paragraph.

On December 18, 2006, the Company issued 350,000 shares of common stock to S. G. Martin Securities, LLC subject to Rule 144 restrictions, in consideration of professional services. The Company has expensed $52,500 in the statement of operations related to this stock issuance, based on the $.15 share price of the Company’s common stock on that date.

NOTES 9 – GOING CONCERN

These consolidated financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time.

As shown in the accompanying consolidated financial statements, the Company had incurred cumulative losses of $3,922,926 from inception. The Company's existence in the current period has been dependent upon advances from related parties and other individuals, and the sale of convertible notes payable.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 10- STOCK SUBSCRIPTION RECEIVABLE

MRG issued 18,860,000 and 1,640,000 shares of common stock respectively in 2005 and 2004 to various individuals, and directors of MRG in exchange for stock subscription agreements. The amounts due on the stock subscription agreements were $20,500 at October 31, 2007. The amounts are non-interest bearing and due on demand. The stock subscription receivable amounts have been offset against stockholders' deficit.

NOTE 11- COMMITMENTS AND OTHER MATTERS

[1] The Company has no current pending litigation.

[2] On June 15, 2004, MRG entered into a lease with Brickell North Investments, Inc., a related party, for the parcels of land and buildings for use in the entertainment facility. The lease term is ten years, with annual increases based on the consumer price index, approximately 3% per year.

[3] In February 2004, MRG entered into a sublease with a related party for office space in Edison, NJ for $1,200 per month. Since the lease expiration in October 2004, the Company has continued to lease the space under a month-to-month arrangement. Management does not consider use of this office space essential to business operations.

[4] 5 Year Table of obligations under leases:

The minimum future obligations for rent under agreements outlined in [2] are as follows:

Years Ending January 31,		Amounts
2009	$	227,934
2010		234,774
2011		241,815
2012		249,069
2013		256,539
Thereafter		330,777
	$	1,540,908

NOTE 12 - SUBSEQUENT EVENTS

On February 87, 2008, the Company's board of directors approved the sale of MRG to certain affiliated parties. The decision to sell MRG was based mainly due to lack of funding availability and restrictions in building permits issuance in Miami, which have been in place for some time. The board decided to solicit shareholder approval to divest MRG. Management expects the sale of MRG to be completed by April 30, 2008.