UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: September 30, 2014

 

or

 

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

 

For the transition period from                 to

 

Commission File Number: 000-50356

 

EAST COAST DIVERSIFIED CORPORATION

(Exact Name of registrant as specified in its charter)

 

Nevada 55-0840109
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

 

810 Franklin Court, Suite H

Marietta, Georgia 30067

(Address of principal executive offices)

 

(770) 953-4184

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý   No o

 

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

 

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

 

o Large accelerated filer o Accelerated filer
       
o Non-accelerated filer
  (Do not check if a smaller reporting company)
ý Smaller reporting company

 

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

 

As of November 18, 2014, the issuer had 12,409,117,071 shares of its Common Stock, $0.001 par value, outstanding. 

 

 

 
 

 

EAST COAST DIVERSIFIED CORPORATION

FORM 10-Q

SEPTEMBER 30, 2014

TABLE OF CONTENTS

 

  Page
PART I – FINANCIAL INFORMATION 3
     
Item 1. Financial Statements (unaudited) 3
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
Item 3 Quantitative and Qualitative Disclosures About Market Risk 25
     
Item 4. Controls and Procedures 25
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 26
     
Item 1.A. Risk Factors 26
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26
     
Item 3. Defaults Upon Senior Securities 26
     
Item 4. Mine Safety Disclosures 26
   
Item 5. Other Information 26
     
Item 6. Exhibits 27
     
SIGNATURES   28

 

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

East Coast Diversified Corporation and Subsidiaries

Consolidated Balance Sheets

 

   September 30,   December 31, 
   2014   2013 
   (unaudited)     
ASSETS
         
Current assets          
Cash  $5,203   $241 
Accounts receivable, net   143,011    41 
Inventory   249,063    251,576 
Prepaid license fees   200,000    200,000 
Prepaid expenses   13,945    13,945 
Assets attributable to disputed subsidiary       107,271 
Total current assets   611,222    573,074 
           
Property and equipment, net   1,570    3,540 
           
Other assets          
Prepaid license fees       37,500 
Security deposits   15,408    20,000 
Total other assets   15,408    57,500 
           
Total assets  $628,200   $634,114 

 

See accompanying notes to consolidated financial statements. 

 

3
 

 

East Coast Diversified Corporation and Subsidiaries

Consolidated Balance Sheets (Continued) 

 

   September 30,   December 31, 
   2014   2013 
   (unaudited)     
LIABILITIES AND STOCKHOLDERS' DEFICIT
         
Current liabilities          
Bank overdraft  $4,247   $1,889 
Loans payable, current   547,739    680,795 
Loans payable - related parties, current   704,295    601,348 
Due to related party       10,120 
Accounts payable and accrued expenses   714,051    628,970 
Accrued payroll and related liabilities   2,729,307    2,371,656 
Deferred revenue   88,331     
Liabilities attributable to disputed subsidiary       11,116 
Total current liabilities   4,787,970    4,305,894 
           
Other liabilities          
Loans payable - related parties, non-current       72,349 
           
Total liabilities   4,787,970    4,378,243 
           
Commitments and contingencies:          
Contingent acquisition liabilities       1,081,850 
           
Amounts payable in common stock   2,925    121,225 
           
Derivative liability   1,575    65,275 
           
Stockholders' deficit          
Preferred stock, $0.001 par value, 600,000,000 and 400,000,000 shares authorized:          
Series A preferred stock, 423,437,090 and 285,487,091 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively     423,437       285,487  
Series B preferred stock, 2,169 and 2,169 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively     2       2
Common stock, $0.001 par value, 24,400,000,000 and 5,900,000,000 shares authorized, 12,409,117,011 and 2,221,746,925 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively     12,409,117       2,221,747
Additional paid-in capital   5,714,716    14,949,524 
Preferred stock issuable   17,500    119,000 
Common stock issuable       4,500 
Preferred stock subscriptions receivable   (1,087,498)   (1,113,498)
Accumulated deficit   (21,249,247)   (21,096,462)
Total East Coast Diversified stockholders' deficit   (3,771,973)   (4,629,700)
Noncontrolling interest   (392,297)   (382,779)
Total stockholders' deficit   (4,164,270)   (5,012,479)
           
Total liabilities and stockholders' deficit  $628,200   $634,114 

 

See accompanying notes to consolidated financial statements. 

4
 

 

East Coast Diversified Corporation and Subsidiaries

Consolidated Statements of Operations

(unaudited)

 

  For the Three Months Ended September 30,   For the Nine Months Ended September 30, 
   2014   2013   2014   2013 
Revenues:                    
Product sales  $45,593   $101,563   $100,220   $155,385 
License Fees           6,668     
Consulting and development   100,000        100,000     
User fees   7,832    5,386    22,944    13,783 
Total revenues   153,425    106,949    229,832    169,168 
Operating Expenses                    
Cost of revenues:                    
Product sales   18,916    69,979    50,576    96,492 
User fees   4,731    6,757    17,806    20,076 
Selling, general and administrative expense   372,801    453,896    1,105,532    1,522,806 
Total operating expenses   396,448    530,632    1,173,914    1,639,374 
Loss from operations   (243,023)   (423,683)   (944,082)   (1,470,206)
Other income (expense)                    
Interest expense   (51,296)   (125,578)   (267,616)   (460,295)
Change in derivative liability       160,000    63,700    154,277 
Total other income (expense)   (51,296)   34,422    (203,916)   (306,018)
Net loss from continuing operations   (294,319)   (389,261)   (1,147,998)   (1,776,224)
Net loss attributable to noncontrolling interests   2,361    4,459    11,098    17,708 
Net loss attributable to East Coast                    
Diversified Corporation   (291,958)   (384,802)   (1,136,900)   (1,758,516)
Net income from discontinued operations, net of tax           984,115     
                     
Total net income (loss) after discontinued operations  $(291,958)  $(384,802)  $(152,785)  $(1,758,516)
                     
Net loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.01)
                     
Weighted average number of shares outstanding during the period - basic and diluted     12,409,117,071       601,870,578       8,987,307,849       215,198,540  

 

 

 

See accompanying notes to consolidated financial statements.

 

5
 

 

East Coast Diversified Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

 

  For the Nine Months Ended September 30, 
   2014   2013 
Cash flows from operating activities:          
Net income (loss)  $(152,785)  $(1,758,516)
Adjustments to reconcile net income (loss) to net cash used in operations:          
Noncontrolling interests   (11,098)   (17,708)
Depreciation and amortization   1,970    3,166 
Issuance of loan payable for consulting services       78,922 
Stock issued for services and compensation   2,096    12,900 
Amortization of prepaid license fee   37,500    37,500 
Gain on disposal of discontinued operations   (984,115)    
Accretion of beneficial conversion feature on convertible notes payable as interest   220,061    400,424 
Change in derivative liability   (63,700)   (154,277)
Interest accrued on loans payable   47,555    56,626 
Changes in operating assets and liabilities:          
Accounts receivable, net   (142,970)   (21,967)
Inventory   2,513    45,353 
Prepaid expenses       (7,212)
Security deposits   4,592     
Bank overdraft, net   2,358    31,677 
Due to related party   (10,120)   (39,986)
Accounts payable and accrued expenses   85,081    98,913 
Accrued payroll and related liabilities   357,651    564,396 
Deferred revenue   88,331     
Net cash used in operating activities   (515,080)   (669,789)
           
Cash flows from investing activities:        
           
Cash flows from financing activities:          
Proceeds from issuance of common stock       20,000 
Proceeds from common stock subscriptions       14,000 
Repurchase of common stock       (5,000)
Proceeds from issuance of preferred stock   120,000    184,000 
Proceeds from preferred stock subscriptions   71,500    91,500 
Proceeds from loans payable   157,850    302,500 
Repayments on loans payable   (2,800)   (2,000)
Proceeds from loans payable - related party   173,492    65,157 
Net cash from financing activities   520,042    670,157 
           
Net increase (decrease) in cash   4,962    368 
           
Cash at beginning of period   241     
           
Cash at end of period  $5,203   $368 

 

See accompanying notes to consolidated financial statements.

Continued  

 

6
 

 

East Coast Diversified Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(unaudited)

 

  For the Nine Months Ended September 30, 
   2014   2013 
Supplemental disclosure of cash flow information:        
         
Cash paid for interest  $   $3,245 
           
Cash paid for taxes  $   $ 
           
Non-cash investing and financing activities:          
           
Issuance of 7,674,970,146 and 1,210,999,766 shares of common stock in conversion of loans payable, respectively   $ 428,418     $ 219,159  
                 
Issuance of 17,000,000 shares of Series A preferred stock in conversion of loans payable   $ 34,000     $  
                 
Issuance of 675,304,000 shares of common stock in conversion of loans payable - related parties   $ 20,808     $
                 
Issuance of 15,833,333 shares of Series A preferred stock in conversion of loans payable - related parties   $     $ 115,000
                 
Issuance of 15,000,000 shares of common stock previously held as common stock issuable   $ 4,500     $  
                 
Issuance of 63,449,999 shares of Series A preferred stock previously held as preferred stock issuable   $ 147,000     $
                 
Issuance of 1,820,000,000 and 101,300,000 shares of common stock in settlement of loans and accounts payable converted to Amounts payable in common stock, respectively   $ 118,300     $ 113,000  
                 
Beneficial conversion feature of convertible notes payable  $215,390   $345,590 
           
Issuance of 35,833,333 shares of series A preferred stock in conversion of accrued salaries   $     $ 160,500  
                 
Reduction of acquisition liabilities due to conversion of 39,050 shares of Series A preferred stock to 6,219,000 shares of common stock   $     $ 23,123  

 

 

See accompanying notes to consolidated financial statements.

 

7
 

 

 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

 

 

Note 1 – Organization, Presentation, and Going Concern

 

Organization

 

East Coast Diversified Corp. (the "Company") was incorporated in Florida on May 27, 1994 as Plantastic Corp. In June 2003, the Company changed its name to East Coast Diversified Corporation from Lifekeepers International, Inc. and changed its domicile to Nevada.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information.  Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. All intercompany transactions and accounts have been eliminated in consolidation. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

These unaudited consolidated financial statements should be read in conjunction with our 2013 audited annual financial statements included in our annual report on Form 10-K, filed with the SEC on April 15, 2014.

 

Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $21,249,247 at September 30, 2014, a net loss and net cash used in operations of $1,136,900 and $515,080, respectively, for the nine months ended September 30, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise additional investment capital. No assurance can be given that the Company will be successful in these efforts.

 

The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans will afford the Company the opportunity to continue as a going concern.

 

Note 2 – Discontinued Subsidiary

 

During the fourth quarter of 2012, the management of the Company’s subsidiary, Rogue Paper, Inc. (“Rogue Paper”) effectively shut-down operations, denied the Company access to financial records, refused to participate in shareholder or management meetings and all members of Rogue Paper management resigned on January 25, 2013. No legal action has been taken by either Rogue Paper or the Company. As current financial records have not been available since September 30, 2012, the Company has treated the balance sheets and results of operations of Rogue Paper as of and for the period ended December 31, 2013 as a discontinued operation.

 

In connection with the acquisition of Rogue Paper, the Company agreed to redeem the Preferred Shares held by the former Rogue Paper shareholders’ for cash of $0.60 per share and had an option to purchase the remaining forty-nine percent (49%) of Rogue Paper Common Shares for cash, at a price of $0.03 per share. During the year ended December 31, 2013, the Company issued 6,219,000 shares of common stock to unrelated parties for the conversion and return of 39,050 shares of Series A preferred stock resulting in a reduction in the acquisition liability of $23,123, resulting in a remaining liability of $1,081,850 at December 31, 2013.

 

Effective March 31, 2014, the Company’s management believed that the net assets of Rogue Paper were not recoverable and, as such, the Company has accounted for the disputed assets and liabilities as if they have been disposed. Additionally, the Company believes the contingent acquisition liabilities no longer exist. The net effect of these transactions results in a gain from discontinued operations of $984,115.

 

8
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 2 – Discontinued Subsidiary (Continued)

 

Assets and liabilities of the discontinued subsidiary as of September 30, 2014 and December 31, 2013 were as follows:

 

    September 30,     December 31,  
    2014     2013  
                 
Total assets   $ -0-     $ 107,271  
                 
Total liabilities   $ -0-     $ 11,116  

 

Note 3 – Loans Payable

 

Loans payable at September 30, 2014 and December 31, 2013 consist of the following:

 

   September 30,   December 31, 
   2014   2013 
           
           
Unsecured $30,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due October 17, 2012. During the year ended December 31, 2012, $28,000 of the note balance was converted to common stock. During the year ended December 31, 2013, the remaining $2,000 of the note was converted to common stock. Accrued interest is equal to $2.905 at December 31, 2013. During the nine months ended September 30, 2014, the remaining accrued interest of $2,905 was forgiven by the lender.  $   $2,905 
           
On February 17, 2012, Panache Capital, LLC entered into an agreement to purchase $50,000 of the note payable to Azfar Haque. The Company exchanged the original note to Mr. Haque with a new note to Pananche which bears interest at 10% per annum and was due February 17, 2013. During the year ended December 31, 2012, $44,348 of the note was converted to common stock.  Accrued interest is equal to $1,820 and $1,396 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   7,472    7,048 
           
Unsecured $70,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and due was October 24 2013. Accrued interest is equal to $22,555 and $16,244 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   92,555    86,244 
           
Unsecured $16,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due May 3, 2013. Accrued interest is equal to $4,760 and $3,317 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   20,760    19,317 
           
Unsecured $12,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due February 5, 2013. During the year ended December 31, 2013, $6,210 of the note was converted to common stock. Accrued interest is equal to $2,492 and $1,970 at September 30, 2014 and December 31, 2013. This note is in default at September 30, 2014.   8,282    7,760 

 

9
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 3 – Loans Payable (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured $15,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due March 26, 2013. Accrued interest is equal to $4,016 and $2,663 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   19,016    17,663 
           
Unsecured $40,000 convertible note payable to Southridge Partners II LP, which bears interest at 5% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note balance and accrued interest of $1,203 was converted to common stock. Accrued interest is equal to $4,191 at December 31, 2013.       44,191 
           
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013.  During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,520 at December 31, 2013.       16,520 
           
Unsecured $39,647 note payable to Azfar Hague, which bears interest at 9% per annum and was due April 25, 2013. $20,000 of this note was purchased by Tangiers Investment Group, LLC on July 26, 2013. During the nine months ended September 30, 2014, $9,000 of the note was converted to common stock. Accrued interest is equal to $4,201 and $3,379 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   14,848    23,026 
           
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,398 at December 31, 2013.       16,398 
           
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due August 13, 2013. During the year ended December 31, 2013, $3,300 of the note was converted to common stock. During the nine months ended September 30, 2014, the remaining balance of the note, including accrued interest, of $30,500 was converted to common stock. Accrued interest is equal to $2,874 at December 31, 2013.       32,074 
           
Unsecured $9,000 convertible note payable to Star City Capital LLC, which bears interest at 12% per annum and was due December 3, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $10,290 was converted to common stock. Accrued interest is equal to $1,179 at December 31, 2013.       10,179 
           
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,312 at December 31, 2013.       16,312 
           
Unsecured $25,000 convertible note payable to Southridge Partners II LP, which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $27,317 was converted to common stock. Accrued interest is equal to $2,125 at December 31, 2013.       27,125 
           
On December 12, 2012, Star City Capital LLC entered into an agreement to purchase $19,700 of a note payable to Bulldog Insurance. The note bears interest at 8% per annum and is due on demand. During the year ended December 31, 2013, $18,018 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, of $2,851 was converted to common stock.       2,407 

 

 

10
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 3 – Loans Payable (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due November 1, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $33,800 was converted to common stock. Accrued interest is equal to $2,351 at December 31, 2013.       34,851 
           
Unsecured $35,000 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $6,534 and $3,378 at September 30, 2014 and December 31, 2013, respectively.   41,534    38,378 
           
Unsecured $43,922 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $8,198 and $4,238 at September 30, 2014 and December 31, 2013, respectively.   52,120    48,160 
           
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due January 31, 2014. During the six months ended June 30, 2014, $7,988 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,501 at December 31, 2013. Accrued interest is equal to $3,465 and $1,752 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   27,977    30,751 
           
Unsecured $7,000 note payable to Andre Fluellen, which calls for flat interest of $1,500 at maturity and was due October 30, 2013. This note is in default at September 30, 2014.   8,500    8,500 
           
On May 6, 2013, WHC Capital, LLC entered into an agreement to purchase $50,000 of notes payable to Bulldog Insurance. The note bears interest at 8% per annum and was due March 6, 2014.  During the year ended December 31, 2013, $20,612 of the note was converted to common stock. During the nine months ended September 30, 2014, $31,494 of the note and accrued interest was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $8,748 at December 31, 2013. Accrued interest is equal to $3,297 at December 31, 2013, respectively. This note is in default at September 30, 2014.       23,937 
           
Unsecured $20,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due March 9, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,661 at December 31, 2013. Accrued interest is equal to $2,236 and $1,034 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   22,236    17,373 
           
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due March 3, 2014. During the nine months ended September 30, 2014, $7,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $6,316 at December 31, 2013. Accrued interest is equal to $3,258 and $1,531 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   28,258    27,715 
           
Unsecured $7,500 note payable to Andre Fluellen, which calls for flat interest of $1,400 at maturity and was due December 1, 2013. This note is in default at September 30, 2014.   8,900    8,900 
           
Unsecured $10,000 note payable to Sammie Hill, III, which calls for flat interest of $2,000 at maturity and was due December 15, 2013. During the nine months ended September 30, 2014, the note and accrued interest was converted to common stock.       12,000 
           
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and is due June 21, 2014. The note is discounted for its unamortized beneficial conversion feature of $2,356 at December 31, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,068 was converted to common stock. Accrued interest is equal to $264 at December 31, 2013.       2,908 

 

 

11
 

 

Note 3 – Loans Payable (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured $12,000 note payable to Bulldog Insurance, which bears interest at 7% per annum and was due December 1, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $433 at December 31, 2013.       12,433 
           
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $500 at maturity and was due December 1, 2013. This note is in default at September 30, 2014.   3,500    3,500 
           
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $150 at maturity and was due February 22, 2014. Accrued interest is equal to $150 and $106 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   3,150    3,106 
           
Unsecured $14,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and is due May 5, 2014. The note is discounted for its unamortized beneficial conversion feature of $6,202 at December 31, 2013. Accrued interest is equal to $1,328 and $457 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   15,828    8,755 
           
Unsecured $8,500 non-interest bearing note payable to Azfar Hague due February 5, 2014. During the nine months ended September 30, 2014, the note was converted to common stock.       8,500 
           
Unsecured $10,000 non-interest bearing note payable to Azfar Hague due February 20, 2014.  During the nine months ended September 30, 2014, the note was converted to common stock.       10,000 
           
Unsecured $8,500 note payable to Bulldog Insurance, which bears interest at 5% per annum and due February 28, 2014. During the six months ended June 30, 2014, $3,000 of the note was converted to common stock. Accrued interest is equal to $368 and $142 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   5,868    8,642 
           
Unsecured $6,500 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due July 25, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $6,527 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,668 at December 31, 2013. Accrued interest is equal to $283 at December 31, 2013.       3,115 
           
On July 26, 2013, Tangiers Investment Group, LLC entered into an agreement to purchase $20,000 of notes payable to Azfar Hague. The note bears interest at 10% per annum and was due July 26, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $11,342 at December 31, 2013. Accrued interest is equal to $866 at December 31, 2013.       9,524 
           
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due August 2, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,027 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $2,931 at December 31, 2013. Accrued interest is equal to $207 at December 31, 2013.       2,276 
           
Unsecured $5,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due August 12, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,068 at December 31, 2013. Accrued interest is equal to $456 and $155 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   5,456    2,087 

12
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 3 – Loans Payable (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
On January 3, 2013, Black Arch Opportunity Fund LP entered into an agreement to purchase $18,737 of notes payable to Bulldog Insurance. The note bears interest at 12% per annum and is was due December 1, 2013. During the year ended December 31, 2013, $9,466 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, was converted to common stock. Accrued interest is equal to $1,088 at December 31, 2013.       11,265 
           
Unsecured $20,000 convertible note payable to CJ Mosley, which calls for flat interest of $1,800 due at maturity and was due April 28, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $5,650 at December 31, 2013. Accrued interest is equal to $600 at December 31, 2013.       14,950 
           
Unsecured $7,700 convertible note payable to Andre Fluellen, which calls for flat interest of $770 due at maturity and was due June 21, 2014. Accrued interest is equal to $546 at September 30, 2014. This note is in default at September 30, 2014.   8,246     
           
Unsecured $3,450 non-interest bearing note payable to Azfar Hague due September 20, 2014. This note is in default at September 30, 2014.   3,450     
           
Unsecured $2,000 non-interest bearing note payable to Bulldog Insurance due September 26, 2014.  This note is in default at September 30, 2014.   2,000     
           
Unsecured $29,000 convertible note payable to LG Capital Funding, LLC., which bears interest at 8% per annum and is due March 17, 2015. The note is discounted for its unamortized beneficial conversion feature of $13,348 at September 30, 2014. Accrued interest is equal to $1,252 at September 30, 2014.   16,904     
           
On March 17, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and was due March 17, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock.        
           
On March 27, 2014, Microcap Equity Group LLC entered into an agreement to purchase $25,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due on demand. During the nine months ended September 30, 2014, the the note was converted to common stock.        
           
Unsecured $18,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due March 27, 2015. The note is discounted for its unamortized beneficial conversion feature of $8,778 at September 30, 2014. Accrued interest is equal to $738 at September 30, 2014.   9,960     
           
On March 27, 2014, Tangiers Investment Group, LLC. entered into an agreement to purchase $15,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due March 27, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock.        

 

 

13
 

 

Note 3 – Loans Payable (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured $6,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due June 21, 2015. Accrued interest is equal to $166 at September 30, 2014.   6,166     
           
Unsecured $10,000 note payable to Falmouth Street Holdings, LLC, which bears interest at 10% per annum and is due on demand. Accrued interest is equal to $474 at September 30, 2014.   10,474     
           
On April 9, 2014, GEL Properties, LLC entered into an agreement to purchase $24,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due April 9, 2015. During the nine months ended September 30, 2014, $16,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,915 at September 30, 2014. Accrued interest is equal to $582 at September 30, 2014.   4,167     
           
Unsecured $5,000 note payable to Israek Idonije, which is noninterest bearing and was due July 3, 2014. During the nine months ended September 30, 2014, $2,800 was repaid on the loan and $1,875 of penalty interst was accrued at September 30, 2014. This note is in default at September 30, 2014.   4,075     
           
On May 7, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due May 7, 2015. The note is discounted for its unamortized beneficial conversion feature of $23,999 at September 30, 2014. Accrued interest is equal to $1,280 at September 30, 2014.   17,281     
           
Unsecured $12,5000 convertible note payable to Microcap Equity Group LLC, which bears interest at 12% per annum and is due October 8, 2014. The note is discounted for its unamortized beneficial conversion feature of $546 at September 30, 2014. Accrued interest is equal to $719 at September 30, 2014.   12,673     
           
Unsecured $4,200 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due April 8, 2015. The note is discounted for its unamortized beneficial conversion feature of $2,186 at September 30, 2014. Accrued interest is equal to $161 at September 30, 2014.   2,175     
           
Unsecured $20,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due October 21, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $3,112 at September 30, 2014.   23,112      
           
Unsecured $5,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due September 9, 2015. Accrued interest is equal to $29 at September 30, 2014.   5,029      
           
Unsecured $35,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due December 20, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $767 at September 30, 2014.   35,767      
           
Total Loans Payable  $547,739   $680,795 

 

The Company accrued interest expense of $25,642 and $47,144 for the nine months ended September 30, 2014 and 2013, respectively, on the above loans. Accrued interest is included in the loan balances.

 

14
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 3 – Loans Payable (Continued)

 

The Company borrowed $97,850 and $302,500 during the nine months ended September 30, 2014 and 2013, respectively. During the nine months ended September 30, 2014, the Company converted $428,418 of loans payable into 7,674,970,146 shares of the Company’s common stock and $34,000 of loans into 17,000,000 shares of the Company’s Series A preferred stock. During the nine months ended September 30, 2013, the Company converted $219,159 of loans payable into 1,210,999,766 shares of the Company’s common stock.

 

Note 4 – Related Parties

 

Loans payable – related parties at September 30, 2014 and December 31, 2013 consist of the following:

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured non-interest bearing notes payable, due on demand, to Frank Russo, a shareholder and former Director of the Company. During the year ended December 31, 2013, $60,000 of the note balance was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr. Russo loaned the Company an additional $28,800, $60,808 of the note was converted to common stock, and $104,000 was purchased by four unrelated parties.  $165,421   $301,429 
           
Unsecured notes payable to Edward Eppel, a shareholder and Director of the Company, which bears interest at 10% per annum and is due on demand. During the year ended December 31, 2013, $80,000 of the note was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr Eppel loaned the Company an additional $40,092. Accrued interest is equal to $70,292 and $60,789, respectively.   244,544    189,950 
           
Unsecured $20,000 note payable to Robert Saidel, which bears interest at 7% per annum and due December 1, 2013. Accrued interest is equal to $1,547 and $1,900 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   21,900    20,848 
           
Unsecured $7,500 note payable to Robert Saidel, which bears interest at 7% per annum and due January 8, 2014. Accrued interest is equal to $647 and $253 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   8,147    7,753 
           
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 16, 2014. Accrued interest is equal to $788 and $262 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   10,788    10,262 
           
Unsecured $4,000 note payable to Robert Saidel, which bears interest at 7% per annum and due March 9, 2014. Accrued interest is equal to $298 and $87 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014.   4,298    4,087 
           
Unsecured $137,833 note payable to Robert Saidel, which bears interest at 7% per annum and due April 25, 2014. Accrued interest is equal to $8,784 and $1,535 at September 30, 2014 and December 31, 2013, respectively.  This note is in default at September 30, 2014.   146,617    139,368 

 

15
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 4 – Related Parties (Continued)

 

   September 30,   December 31, 
   2014   2013 
           
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 28, 2015. Accrued interest is equal to $405 at September 30, 2014.   10,405     
           
Unsecured $20,000 note payable to Frank Russo, which bears interest at 7% per annum and due April 3, 2015. Accrued interest is equal to $863 at September 30, 2014.   25,863     
           
Unsecured $63,250 notes payable to Frank Russo, which bear interest at 7% per annum and due May 1, 2015 through June 25, 2015. Accrued interest is equal to $1,712 at September 30, 2014.   64,962     
           
Unsecured $1,350 note payable to Frank Russo, which bears interest at 7% per annum and due May 30, 2015.   1,350     
           
Total   704,295    673,697 
           
Less current portion   (704,295)   (601,348)
           
Loan payable - related parties, non-current  $   $72,349 

 

Frank Russo, a shareholder and former Director of the Company, is a holder of an unsecured non-interest bearing note of the Company. At December 31, 2013, $301,429 was due to Mr. Russo. During the nine months ended September 30, 2014, the Company converted $20,808 of the note into 675,304,000 shares of common stock and Mr. Russo sold $144,000 of the note to unrelated parties. Mr. Russo also loaned the Company $118,400 during the nine months ended September 30, 2014 and is a holder of multiple notes which bear interest at 7% per annum and are due on various dates through June 25, 2015. $2,575 of interest was accrued and included in the loan balances for the nine months ended September 30, 2014.

 

Edward Eppel, a Director of the Company, is a holder of a note of the Company which bears interest at 10% per annum. At December 31, 2013, $189,950 was due to Mr. Eppel. The Company borrowed $45,092 from Mr. Eppel during the nine months ended September 30, 2014. $9,502 of interest was accrued and included in the loan balance for the nine months ended September 30, 2014.

 

Robert Saidel, a shareholder of the Company, is a holder of notes of the Company which bear interest at 10% per annum. At December 31, 2013, $182,318 was due to Mr. Saidel. The Company borrowed $10,000 from Mr. Saidel during the nine months ended September 30, 2014. $9,837 of interest was accrued and included in the loan balance for the nine months ended September 30, 2014.

 

During the nine months ended September 30, 2014, Mr. Anis Sherali, a Director of the Company, purchased 15,000,000 shares of the Company’s common stock for $4,500 and 63,374,999 shares of the Company’s Series A preferred stock for $145,500.

 

Note 5 – Amounts Payable in Common Stock and Derivative Liability

 

During the year ended December 31, 2012, Ironridge Global IV, Ltd. (“Ironridge”) purchased $826,367 of accounts payable and $241,978 of loans payable, for a total of $1,068,345, from certain creditors of the Company. On April 20, 2012, the Superior Court of the State of California for the County of Los Angeles, Central District approved a Stipulation for Settlement of Claims (the “Settlement of Claims”) in the favor of Ironridge. The Settlement of Claims calls for the amount to be paid by issuance of the Company’s common stock. The number of shares of the common stock is to be calculated based on the volume weighted average price (“VWAP”) of the common stock over the calculation period, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the calculation period, less a discount of 35%. The calculation period is defined as the period from the approval of the Settlement of Claims until the settlement is completed.

 

As the terms of the settlement include issuing common stock at a 35% discount to the conversion price, a derivative liability for the discount was established at the time of the Settlement of Claims of $575,263, which was charged to operations during the year ended December 31, 2012 as a loss on conversion of debt. The derivative liability is revalued at the end of each reporting period with any change in the liability being charged to operations.

 

16
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 5 – Amounts Payable in Common Stock and Derivative Liability (Continued)

 

As common stock is issued in installments on the settlement, the Amounts Payable in Common Stock and the Derivative Liability will be reduced accordingly. During the nine months ended September 30, 2014, 1,820,000,000 shares of common stock, with a market value of $182,000, were issued to Ironridge in settlement of $118,300 of the liability, resulting in the reduction of the derivative liability of $63,700. During the nine months ended September 30, 2013, 101,300,000 shares of common stock, with a market value of $113,000, were issued to Ironridge in settlement of $173,730 of the liability, resulting in the reduction of the derivative liability of $154,277.

 

Note 6 – Stockholders’ Deficit

 

Authorized Capital

 

The Company has 24,400,000,000 authorized shares of Common Stock at $0.001 par value and 600,000,000 authorized shares of Preferred Stock at par value of $0.001 per share.

 

On September 17, 2010, the Board authorized the creation of a common stock incentive plan (the “2010 Stock Incentive Plan”) for our management and consultants. The Company registered twenty five million (25,000,000) shares of its common stock pursuant to the 2010 Stock Incentive Plan on Form S-8 filed with the Commission on September 27, 2010. As of September 30, 2014, no options have been granted under the plan.

 

Preferred Stock Issued for Cash

 

During the nine months ended September 30, 2014, the Company issued 57,500,000 Series A preferred shares for cash of $120,000.

 

Preferred Stock Issuable for Subscriptions

 

During the nine months ended September 30, 2014, the Company received cash of $45,500 for 20,847,999 Series A preferred shares. Also during the nine months ended September 30, 2014, the Company issued 63,449,999 of the issuable shares of Series A preferred stock to the shareholders at a value of $147,000. As of September 30, 2014, there were a total of 8,750,000 shares of Series A preferred stock, representing $17,500, remaining to be issued.

 

Preferred Stock Issued in Conversion of Debt

 

During the nine months ended September 30, 2014, the Company issued 17,000,000 shares of Series A preferred stock in the conversion of $34,000 of notes payable to unrelated parties (see Note 3 – Loans Payable).

 

Common Stock Issuable for Subscriptions

 

During the nine months ended September 30, 2014, the Company issued 15,000,000 of the issuable shares of common stock to the shareholder at a value of $4,500.

 

Common Stock Issued in Conversion of Debt

 

During the nine months ended September 30, 2014, the Company issued 7,674,970,146 shares of common stock in the conversion of $428,418 of notes payable to unrelated parties (see Note 3 – Loans Payable).

 

During the nine months ended September 30, 2014, the Company issued 675,304,000 shares of common stock in the conversion of $20,808 of notes payable to related parties (see Note 4 – Related Parties).

 

During the nine months ended September 30, 2014, the Company issued 1,820,000,000 shares of common stock to Ironridge in settlement of $118,300 of amounts payable in common stock.

 

Common Stock Issued for Services

 

During the nine months ended September 30, 2014, the Company issued 2,096,000 shares of common stock to an unrelated party for services of $2,096, or an average price of $0.001 per share based on the fair value of the shares at the time of issuance.

 

17
 

 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 7 – Commitments and Contingencies

 

Operating Leases

 

The Company leases its office facilities in Marietta, Georgia. The term of the lease is 66 months with escalating lease payments beginning at $2,163 per month. At September 30, 2014, future minimum lease payments under the lease are as follows:

 

2014   6,888 
2015   28,366 
2016   29,219 
2017   15,054 
   $79,527 

 

Rent expense was $22,412 and $22,946 for the nine months ended September 30, 2014 and 2013, respectively.

 

Acquisition Liabilities

 

Pursuant to the RP Share Exchange Agreement with Rogue Paper, Inc., commencing nine months from October 23, 2011 (the “Execution Date”), both the Company and the holders of the Preferred Shares shall have the option to redeem any portion of such holders Preferred Shares for cash, at a price of sixty cents ($0.60) per share, or $1,075,000. Commencing twenty four (24) months from the Execution date, holders of the remaining forty-nine percent (49%) of Rogue Paper Common Shares, have the option to have such shares redeemed by the Company for cash, at a price of $0.03 per share, or $29,973.  During the nine months ended September 30, 2014, the Company issued 6,219,000 shares of common stock to unrelated parties for the conversion and return of 39,050 shares of Series A preferred stock resulting in a reduction in the acquisition liability of $23,123 resulting in a remaining liability of $1,081,850 at December 31, 2013.

 

Effective March 31, 2014, the Company’s management believed that the net assets of Rogue Paper were not recoverable and, as such, the Company has accounted for the disputed assets and liabilities as if they have been disposed. Additionally, the Company believes the contingent acquisition liabilities no longer exist. The net effect of these transactions results in a gain from discontinued operations of $984,115.

 

License Agreements

 

On October 5, 2011, the Company entered into a license with BBGN&K LLC (“BBGN&K”) for the rights to use certain patented technologies of BBGN&K. The license agreement calls for royalty payments beginning in 2012 of 8% of the revenue generated from the use of the license, to be paid quarterly. Royalty expense was $3,236 and $-0- for the nine months ended September 30, 2014 and 2013, respectively.

 

On August 5, 2012, the Company entered into a license agreement with Web Asset, LLC (“Web Asset”) for the rights to use certain social media concept and idea created by Mr. Kayode Aladesuyi. The license agreement calls for royalty payments of 49% of the revenues earned by the Company in its use of the social media concept after the Company has earned its first $2,000,000 of revenue, payable quarterly. No royalty payments have been made as of September 30, 2014.

 

On February 28, 2014, the Company’s subsidiary, Student Connect, Inc. (“Student Connect”), entered into a 5 year licensing agreement with Nueva Tech, LLC (“Nueva Tech”). Under the terms of the agreement, Student Connect will receive a one-time licensing fee of $100,000, of which $50,000 has been received and the remaining $50,000 is due within 90 days of the date of the agreement. Nueva Tech is appointed a Master Distributor of the Company’s products and granted an exclusive license to sell the products in the state of California, as well as a nonexclusive license to sell the Company’s products in Arizona, Washington, Oregon, Nevada, New Mexico, and Hawaii. All advertisement revenue generated will be shared, net of communication costs, 40% to Student Connect and 60% to Nueva Tech. Revenue from the license fee is recognized ratably over the 5 year term.

 

18
 

East Cost Diversified Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Note 7 – Commitments and Contingencies (Continued)

 

License Agreements (Continued)

 

On March 27, 2014, the Company’s subsidiary, Student Connect entered into a 5 year licensing agreement with Smart1st, a Beirut, Lebanon corporation. Under the terms of the agreement, Smart1st is appointed a Master Distributor of the Company’s products and granted an exclusive license to sell the products in the country of Lebanon. All advertisement revenue generated will be shared, net of communication costs, 40% to Student Connect and 60% to Smart1st.

 

On August 20, 2014, the Company’s subsidiary, Student Connect entered into a 5 year licensing agreement with InGlobs Ltd. (“InGlobs”), a Beirut, Lebanon corporation. Under the terms of the agreement, InGlobs is appointed a Regional Licensee with the right to market, secure and establish a distributor network on behalf of the Company’s products throughout the Middle East, excluding Lebanon. The Regional licensee shall receive 1) a commission of 35% of all residual service revenue paid to StudentConnect by Licensees and Distributors in the region, 2) a 25% commission on all revenue received by StudentConnect from advertising revenue generated within the territory defined herein, 3) a 25% commission on all licensing fees received from the grant of distribution rights granted within the territory as defined herein, and 4) a 10% commission on all hardware purchases by all distributors within the territory. Under the terms of the agreement, InGlobs has agreed to pay $100,000 for a one-time customization fee of the operating software. As of September 30, 2014, $20,000 of the fee has been paid by InGlobs Ltd. while the remaining $80,000 will be withheld monthly from payments due to InGlobs under the agreement. The software customization was completed and provided to InGlobs and, as such, has been included in revenue for the three and nine months ended September 30, 2014.

 

Note 8 – Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements.

19
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statements

 

This quarterly report on Form 10-Q and other reports (collectively, the “Filings”) filed by East Coast Diversified Corporation (the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on April 15, 2014, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

Plan of Operation

 

Since acquiring EarthSearch in April of 2010, ECDC has embarked on developing its technology operations and improving its product offerings to the market. Two of the business divisions, “StudentConnect and EarthSearch” are now in the commercial phase of operations. Vir2o, our social media division, was launched in June 2014 and the recently completed redesign is planned for the first quarter of 2015.

 

To date, we have completed the development of two proprietary technologies (i) wireless communications between GPS & RFID (comprising of several GPS, RFID and cargo locking devices) and (ii) “nVite” which is a proprietary environment sharing application for our social media division. Additionally, we developed several web assets, comprised of proprietary “Software” for the operation and management of our businesses, the following list represents the proprietary software owned by the company:

 

1. GATIS – Global Asset Tracking & Identification Systems

2. CARAS – Customs And Revenue Authority Systems

3. StudentConnect – Student Transportation System

4. SCAAP – StudentConnect Advertisement Aggregation Platform

5. Vir2o – Online Social Media Platform

 

EarthSearch

 

On February 15, 2014, we created a prototype for a modified and less expensive version of our Halo device called Halo2, which we believe will allow us to be more competitive in 2014. Our goal is to reenergize the EarthSearch basic GPS business with Halo2 and create a mass market solution for small businesses. We believe the product will allow us to be more competitive globally where cheaper Chinese products have created significant competition for our business.

 

In October 2014, we delivered our first order of 100 units of the Halo 2 to Halogen Security in Nigeria.

20
 

 

On October 8, 2014, we entered into an agreement with PassBox Global, located in Jonesboro GA, to install our TrailerSeal on all of the containers it manufactures and sells globally. Pursuant to the Agreement, an initial order of 40 container Seals, humidity and temperature sensors were delivered under the agreement.

 

On September 15, 2014, we began piloting our oil tanker solution for Dangote Group in Nigeria, and delivered the initial 20 units of oil tanker application under the pilot agreement. Additionally, on October 12, 2014, we began piloting our cargo solution in Guatemala through local service provider, Localiza and are participating in the bid for electronic seal providers for the Guatemala Custom Agency.

 

On September 28, 2014, we delivered the first order of 100 units of the Halo2 to Halogen Security in Nigeria.

 

StudentConnect

 

StudentConnect began commercial deployment in the first quarter of 2014. In February 2014, we deployed StudentConnect on school buses in school districts in Georgia, Arkansas, Kentucky, California, and South Carolina. In addition, Texas, Florida and North Carolina engaged us to implement systems on their school buses. Our objective is to secure as many schools as we can through the end of the current school year and the summer break to generate revenue for the 2015 school year. We plan to launch our StudentConnect mobile application in the second quarter and implement a mobile advertising platform that we believe will also help enhance revenue for StudentConnect. The StudentConnect mobile app can now be downloaded in the iOS and Google Play stores.

 

On October 3, 2013, we executed an exclusive network access agreement and a marketing agreement with Verizon Wireless. Our StudentConnect devices will be implemented exclusively on Verizon network and Verizon government sales executives will market our StudentConnect product to school districts. We have engaged in successful joint marketing efforts to schools districts in Georgia.

 

On September 22, 2014, we entered into an advertising agreement with AdMedia which began serving advertisement on Student status messages on November 12, 2014. We will earn between $0.50 and $5.00 per ad click and $4.00 and $10.00 per thousand impression under the agreement. We will however continue to promote our proprietary Advertising platform SCAAP directly to businesses and Ad agencies in the districts we launch our services. We intend to launch SCAAP on December 1, 2014.

 

We have deployed the StudentConnect hardware and software at the following school districts under a 5 year service agreements:

 

St Joseph School Antoura, Beirut, Lebanon
Chattooga County School, GA
Sanger Unified School district, CA
Napa Valley Unified School District, CA
Bassett County Unified School District, CA
Logan County School District, KY
Bamberg County School District, SC

 

There are currently three school districts undergoing pilot testing and 5 schools districts currently in contract negotiations.

 

On January 15, 2014, we launched a licensing program for exclusive distributorship that would allow for rapid deployment of StudentConnect in key US and Global markets. We have successfully deployed our StudentConnect product on the Verizon Network. We completed sales training with Verizon government sales team.

 

We executed licensing agreements with the following:

 

Neuva Tech California

Smart1st –Licensee Lebanon

InGlobs, Lebanon - Regional Marketing and Service Support Rep for Middle East Region

 

We are in license negotiation with potential partners in Dubai, Saudi Arabia, Jordan, and Bahrain.

 

Vir2o 

 

Vir2o, our social media division, has launched its first marketing campaign in the US and North America. We executed a promotional agreement with CBS local Atlanta Radio Station WVEE as the first beta test for our marketing strategy for North America. On April 15, 2014, we launched a Radio campaign on CBS Atlanta local Radio WVEE. If successful, we plan to introduce a similar strategy to key markets in North America to allow us to compete even more effectively in the social media space.

21
 

 

We plan to introduce commercial content and ecommerce into social media space. On January 30, 2013, we entered into agreement with Amazon, collegebooks.com and fanatics.com, an online retailer of sporting goods. We have begun integrating products from fanatics.com and collegebooks.com. Products from both of these companies became available to users in the marketplace on June 1, 2014.

 

We believe the future of social media is to deliver movies, music, and shopping, in a live, engaging and interactive way, for users, their friends and family. We believe Vir2o brings everything from the web to social media including online games, video, movies, shopping, and music and live broadcast. It is imperative that we form strategic alliances with content providers for our strategy to be successful.

 

In May of 2014, we secured a music licensing agreement with Medianet that will give us access to 28 million songs and allow us to offer free music channels to users on Vir2o funded through advertising revenue.

 

We have completed the redesign of Vir2o, however we have temporarily ceased all marketing activities related to Vir2o and will launch our new design in 2015. The current Vir2o design will remain available to users currently registered on the platform.

 

Rogue Paper

 

We do not have a management role in Rogue Paper or its operation. During the fourth quarter of 2012, the management of Rogue Paper effectively shut-down operations, denied the Company access to financial records, refused to participate in shareholder or management meetings and all members of Rogue Paper management resigned on January 25, 2013. No legal action has been taken by either Rogue Paper or the Company.

 

The Company maintains a 51% interest in Rogue Paper and considers it to be a discontinued subsidiary. For accounting purposes, the Company has treated its relationship with Rouge as a discontinued operation and has written off all net assets and contingent acquisition liabilities associated with Rogue paper.

 

Results of Operations

 

For the Three Months Ended September 30, 2014 and 2013

 

Revenues

 

For the three months ended September 30, 2014, our revenue was $153,425 compared to $106,949 for the same period in 2013, representing an increase of 43%. This increase is attributed to our commencing installations of our StudentConnect products.

 

Revenues are generated from four separate but related offerings, RFID/GPS product sales, license fees, consulting services, and user fees for GATIS – our advanced web based asset management platform. We generated revenues from product sales of $45,593 and $101,563 for the three months ended September 30, 2014 and 2013, respectively. Revenues for license fees were $-0- and $-0- for the three months ended September 30, 2014 and 2013.  Revenues for consulting services were $100,000 and $-0- for the three months ended September 30, 2014 and 2013. User fees were $7,832 and $5,386 for the three months ended September 30, 2014 and 2013, respectively.

 

Operating Expenses

 

For the three months ended September 30, 2014, operating expenses were $396,448 compared to $530,632 for the same period in 2013, a decrease of 25%.

 

Cost of revenues decreased $53,089 and is directly attributable to the decrease in product sales for the three months ended September 30, 2014.

 

For the three months ended September 30, 2014, selling, general and administrative expenses were $372,801 compared to $453,896 for the same period in 2013, a decrease of 18%. This decrease was primarily caused by decreases in legal fees of $7,027 and salary expenses of $65,668.

 

Net Loss

 

We generated net losses from continuing operations of $291,319 for the three months ended September 30, 2014 compared to $389,261 for the same period in 2013, a decrease of 24%. Included in the net loss for the three months ended September 30, 2014 was interest expense of $51,296 (of which $31,758 represents accretion of embedded beneficial conversion features on notes payable). Included in the net loss for the three months ended September 30, 2013 was interest expense of $125,578 (of which $101,476 represents accretion of embedded beneficial conversion features on notes payable) and change in derivative liability of $160,000.

22
 

 

Net loss attributable to noncontrolling interests in EarthSearch were $2,361 and $4,459 for the three months ended September 30, 2014 and 2013, respectively.

 

For the Nine months Ended September 30, 2014 and 2013

 

Revenues

 

For the nine months ended September 30, 2014, our revenue was $229,832 compared to $169,168 for the same period in 2013, representing an increase of 36%. This increase is attributed to our commencing installations of our StudentConnect products.

 

Revenues are generated from four separate but related offerings, RFID/GPS product sales, license fees, consulting services, and user fees for GATIS – our advanced web based asset management platform. We generated revenues from product sales of $100,220 and $155,385 for the nine months ended September 30, 2014 and 2013, respectively. Revenues for license fees were $6,668 and $-0- for the nine months ended September 30, 2014 and 2013.  Revenues for consulting services were $100,000 and $-0- for the nine months ended September 30, 2014 and 2013. User fees were $22,944 and $13,783 for the nine months ended September 30, 2014 and 2013, respectively.

 

Operating Expenses

 

For the nine months ended September 30, 2014, operating expenses were $1,173,914 compared to $1,639,374 for the same period in 2013, a decrease of 28%.

 

Cost of revenues decreased $48,186 and is attributable to the decrease in product sales for the nine months ended September 30, 2014.

 

For the nine months ended September 30, 2014, selling, general and administrative expenses were $1,105,532 compared to $1,522,806 for the same period in 2013, a decrease of 27%. This decrease was primarily caused by decreases in legal fees of $125,611, consulting expenses of $30,808 and salary expenses of $253,756.

 

Net Loss

 

We generated net losses from continuing operations of $1,147,998 for the nine months ended September 30, 2014 compared to $1,776,224 for the same period in 2013, a decrease of 35%. Included in the net loss for the nine months ended September 30, 2014 was interest expense of $267,616 (of which $220,061 represents accretion of embedded beneficial conversion features on notes payable) offset by a change in derivative liability of $63,700. Included in the net loss for the nine months ended September 30, 2013 was interest expense of $460,295 (of which $400,424 represents accretion of embedded beneficial conversion features on notes payable) and change in derivative liability of $154,277.

 

Net loss attributable to noncontrolling interests in EarthSearch were $11,098 and $17,708 for the nine months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014, the Company recognized a gain from discontinued operations of $984,115 on the disposition of the net assets and liabilities associated with Rogue Paper.

 

Liquidity and Capital Resources

 

Overview

 

For the nine months ended September 30, 2014 and 2013, we funded our operations through financing activities consisting of private placements of equity securities and loans from related and unrelated parties. Our principal use of funds during the nine months ended September 30, 2014 and 2013 has been for working capital and general corporate expenses.

 

Liquidity and Capital Resources during the Nine months ended September 30, 2014 compared to the Nine months ended September 30, 2013

 

As of September 30, 2014, we had cash of $5,203 and a working capital deficit of $4,176,748. The Company used cash in operations of $515,080 for the nine months ended September 30, 2014, as compared to cash used in operations of $669,789 for the nine months ended September 30, 2013. The cash used in operations for the nine months ended September 30, 2014 is primarily attributable to the Company's net loss of $152,785, offset by noncash depreciation of $1,970, stock issued for services of $2,096, amortization of prepaid license fees of $37,500, accretion of beneficial conversion features on convertible notes payable of $220,061, accrued interest on loans payable of $47,555, changes in operating assets and liabilities of $387,436, and increased by a gain on disposal of discontinued operations of $984,115, change in derivative liability of $63,700 and noncontrolling interests in the loss of EarthSearch of $11,098.

23
 

 

The negative cash flow from operating activities for the nine months ended September 30, 2013 is primarily attributable to the Company's net loss from operations of $1,758,516, offset by noncash depreciation and amortization of $3,166, issuance of loan payable for consulting services of $78,922, stock issued for services of $12,900, amortization of prepaid license fees of $37,500, accretion of beneficial conversion features on convertible notes payable of $400,424, accrued interest on loans payable of $56,626, changes in operating assets and liabilities of $671,174, and increased by change in derivative liability of $154,277 and noncontrolling interests in the loss of EarthSearch of $17,708.

 

No cash was used in investing activities for the nine months ended September 30, 2014 and 2013.

 

Cash generated from our financing activities was $520,042 for the nine months ended September 30, 2014, compared to $670,157 during the comparable period in 2013. The decrease was primarily attributed to proceeds from the sale of common stock of $-0- in 2014 compared to $20,000 in 2013, proceeds from the issuance of common stock subscriptions of $-0- in 2014 compared to $14,000 in 2013, the proceeds from the issuance of preferred stock of $120,000 in 2014 compared to $184,000 in 2013, proceeds from the issuance of preferred stock subscriptions of $71,500 in 2014 compared to $91,500 in 2013, proceeds from loans payable of $157,850 in 2014 compared to $302,500 in 2013, and proceeds from loans payable – related parties of $173,492 in 2013 compared to $65,157 in 2013, offset by the repurchase of common stock of $-0- in 2014 compared to $5,000 in 2013 and the repayment of loans payable of $2,800 in 2014 compared to $2,000 in 2013.

 

We will require additional financing during the current fiscal year. Our commercial activities has been significantly hampered and restricted due to ongoing Chill placed on our stock trading by DTCC and difficulties with funding the last stages of development of our businesses.

 

We expect the continued successful commercialization of StudentConnect and EarthSearch business divisions to enhance our financial position and continued growth of the business operation. Management is reviewing all options that will enhance shareholders and investor value as well as the value of our business portfolio, in our efforts to mitigate the impact of the chill placed on our stock by DTCC.

 

Going Concern

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the consolidated financial statements for the year ended December 31, 2013 regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this conclusion by our independent auditors.

 

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

 

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

 

Off-Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

24
 

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies” in our audited annual consolidated financial statements for the year ended December 31, 2013, included in our Annual Report on Form 10-K as filed on April 15, 2014, for a discussion of our critical accounting policies and estimates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Item 4. Controls and Procedures.

 

(a)Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company's management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of September 30, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company's management concluded, as of the end of the period covered by this report, that the Company's disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission's rules and forms, and that such information was accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

 

(b)Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A.  Risk Factors

 

The disclosure required under this item is not required to be reported by smaller reporting companies.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

The Company is in default with several of its noteholders as reflected below and disclosed within this report in Notes 3 and 4 of the Notes to the Consolidated Financial Statements dated September 30, 2014.

 

Panache Capital, LLC  $7,472 
Hanover Holdings I, LLC   92,555 
Hanover Holdings I, LLC   20,760 
Hanover Holdings I, LLC   8,282 
Hanover Holdings I, LLC   19,016 
Azfar Hague   14,848 
Asher Enterprises, Inc.   27,977 
Andre Fluellen   8,500 
WHC Capital, LLC   22,236 
WHC Capital, LLC   5,456 
Asher Enterprises, Inc.   28,258 
Andre Fluellen   8,900 
Andre Fluellen   3,500 
Andre Fluellen   3,150 
Asher Enterprises, Inc.   15,828 
Bulldog Insurance   5,868 
Andre Fluellen   8,246 
Azfar Hague   3,450 
Bulldog Insurance   2,000 
Israek Idonije   4,075 
Robert Saidel   191,750 
      
      
   $502,127 

 

Not applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item which was not previously disclosed.

26
 

 

Item 6. Exhibits

 

Exhibit No. Description
   
31.1 Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
   
31.2 Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
   
32.1 Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
99.1 Temporary Hardship Exemption
   
101.INS * XBRL Instance Document
   
101.SCH * XBRL Taxonomy Extension Schema Document
   
101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF * XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB * XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document

 

* To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

 

 

27
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: November 19, 2014   By: /s/ Kayode Aladesuyi
    Kayode Aladesuyi
   

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

28



 Exhibit 31.1

   

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Kayode Aladesuyi, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of East Coast Diversified Corporation;
     
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
     
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 19, 2014 By: /s/ Kayode Aladesuyi  
    Kayode Aladesuyi  
   

Chief Executive Officer

(Principal Executive Officer)

East Coast Diversified Corporation

 

 



Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Kayode Aladesuyi, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of East Coast Diversified Corporation;
     
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
     
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

Date: November 19, 2014 By: /s/ Kayode Aladesuyi  
    Kayode Aladesuyi  
   

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

East Coast Diversified Corporation

 



Exhibit 32.1

   

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report of East Coast Diversified Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kayode Aladesuyi, Chief Executive Officer (Principal Executive Officer) of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  

       
Date: November 19, 2014 By: /s/ Kayode Aladesuyi  
    Kayode Aladesuyi  
   

Chief Executive Officer

(Principal Executive Officer)

East Coast Diversified Corporation

 
       

 



 

Exhibit 32.2

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report of East Coast Diversified Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kayode Aladesuyi, Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       
Date: November 19, 2014 By: /s/ Kayode Aladesuyi  
    Kayode Aladesuyi  
   

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

East Coast Diversified Corporation

 

 

 



Exhibit 99.1

 

Temporary Hardship Exemption

 

In accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, the date by which the interactive data file is required to be submitted has been extended by six business days.