EX-99 4 annex_c.htm ANNEX C ecdv


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

FORM 10-QSB
_________________________

ý                                  QUARTERLY 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.

               3   

ITEM 2.

               3    

ITEM 3.

               4    
 

PART II - OTHER INFORMATION

 

ITEM 1.

               4   

ITEM 2.

               4    

ITEM 3.

               4    

ITEM 4.

               4    

ITEM 5.

               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.

Financial Statements

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.