8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

AMENDMENT NO. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 15, 2010

EAST COAST DIVERSIFIED CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission file number: 0-50356

Nevada	55-0840109
(State of Incorporation)	(I.R.S. Employer Identification No.)
120 Interstate North Parkway SE, Suite 445 Atlanta, GA	30339
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: (770) 953-4184

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K

EAST COAST DIVERSIFIED CORPORATION

TABLE OF CONTENTS

Item 2.01	Completion of Acquisition or Disposition of Assets	3
	Changes to the Board of Directors and Executive Officers	3
	Accounting Treatment	3
	Description of Our Company	3
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
	Risk Factors	7
Item 3.02	Unregistered Sales of Equity Securities	13
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers	16
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	20
Item 5.06	Change in Shell Company Status	20
Item 9.01	Financial Statements and Exhibits	20

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Item 2.01Completion of Acquisition of Disposition of Assets

Acquisition

The Acquisition. On April 2, 2010, East Coast Diversified Corporation (“ECDC”), a Nevada corporation, completed the acquisition of EarthSearch Communications International, Inc. (“EarthSearch”), a privately-held Delaware corporation, through a Stock Exchange Agreement (the “Stock Exchange”).

● At the closing of the Stock Exchange, each share of EarthSearch’s common stock issued and outstanding immediately prior to the closing of the Stock Exchange was converted into the right to receive 0.257 of one share of ECDC’s common stock (the “Common Exchange Ratio”), resulting in an aggregate of 35,000,000 shares of ECDC’s common stock were issued to the holders of EarthSearch’s common stock.

● Upon the closing of the Stock Exchange, Frank Rovito resigned as the sole officer and director of ECDC, and simultaneously with the Stock Exchange a new board of directors and officers were appointed for ECDC. ECDC’s new board of directors consists of Kayode A. Aladesuyi, Frank Russo, Edward H. Eppel, Anis D. Sherali and Alfred “Ted” E. Ruhly, previously the directors of EarthSearch. In addition, ECDC’s board of directors appointed Kayode A. Aladesuyi as the Chief Executive Officer and President, Frank Russo as the Executive Vice President, John Ferguson as the Vice President of Global Channels, Michelle Robinson as the Director of Marketing and Lyle Newson as the Director of Business Solutions of ECDC effective upon the consummation of the Stock Exchange.

The foregoing description of the Stock Exchange and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Exchange, which is filed as Exhibit 2.3 hereto.

The shares of ECDC’s common stock issued to former holders of EarthSearch’s common stock in connection with the Stock Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements. Certificates representing these shares contain a legend stating the restrictions applicable to such shares.

Changes to the Board of Directors and Executive Officers. Upon the closing of the Stock Exchange, Frank Rovito resigned as the sole officer and director of ECDC and Kayode A. Aladesuyi, Frank Russo, Edward H. Eppel, Anis D. Sherali and Ted Ruhly were appointed to ECDC’s board of directors. Following the Stock Exchange, Kayode A. Aladesuyi was appointed as ECDC’s chief executive officer, president and chairman of the board, Frank Russo was appointed as executive vice president, John Ferguson was appointed as vice president of global channels, Michelle Robinson was appointed as director of marketing, and Lyle Newson was appointed as director of business solutions and David E. Price, Esq. was appointed as secretary.

All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.

Accounting Treatment. The Stock Exchange is being accounted for as an acquisition and recapitalization. EarthSearch is the acquirer for accounting purposes and, consequently, the assets and liabilities and the historical operations that are reflected in the financial statements herein are those of EarthSearch.

Description of Our Company

Overview

EarthSearch, based in Atlanta, Georgia, has created the world’s first integration of RFID and GPS technology. EarthSearch is an international provider of supply management solutions offering real-time visibility in the supply chain with integrated RFID/GPS and other telemetry products.  The website address is www.earthsearch.us.  The website is not incorporated in this Form 8-K.

Strategy

Our strategy is to add business intelligence to supply channel operations worldwide.

Suppliers

We are dependent on contract manufacturers for our products.  The Company can use many various manufacturers without significant limitations.

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Research and Development

Continuous research and development will help EarthSearch stay relevant and grow.  By expanding its offering and enhancing its features, EarthSearch will continue to look for better and more efficient ways to provide consumers and merchants business intelligence.

Intellectual Property

Patents

The Company has licensing agreements dated September 1, 2010 with two entities for various patents issued in the United States and internationally.  The Company has a licensing agreement dated September 17, 2010 with a related-party entity for various patents issued or pending in the United States and internationally.

Trademarks

The Company has several trademarks which will be registered with the USPTO.  They are GATIS, TrailerSeal, RFSeal, and MobileManager.

Copyrights

Although the Company does not hold registered copyrights, the Company does claim copyright protection on all text and graphics used in conjunction with their published digital media (web site) and published printed promotional materials as stated generally in Title 17 of the United States Code, Circular 92, Chapter 1, Section 102.

We plan to apply for additional patents, copyrights and trademarks as applicable necessary or desirable in the evolution of our business.

Regulatory Matters

Our operations are not currently subject to any governmental regulations specific to our products.  We do follow and consult relevant policies and procedures established for financial institutions to manage internal operations.

Employees

As of August 31, 2010, we had a total of twenty-two employees and two unpaid officers.  Our employees are not party to any collective bargaining agreement. We believe our relations with our employees are good.

Property

We lease approximately 5,000 square feet of office space in Atlanta, Georgia pursuant to a lease that will expire in April 2011.  This facility serves as our corporate and marketing headquarters and houses our technical support staff.

Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 7, 2010, there was one lawsuit as follows:

On July 13, 2010, the Company was named in a lawsuit captioned ArrivalStar S.A. and Melvino Technologies Limited v. EarthSearch Communications International, Inc.. U.S. District Court, Northern District of Illinois, 1:10-CV-04349.  The lawsuit alleges that EarthSearch had infringed on various patents.  On September 1, 2010, both parties agreed to a Settlement, Release and License Agreement which provides numerous domestic and international patents usable by EarthSearch for minim al fees.

There are no other proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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Forward-Looking Statements

Statements in this Current Report on Form 8-K and other written reports made from time to time by us that are not historical facts constitute so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. Forward-looking statements are likely to address our growth strategy, financial results and product and development programs, among other things. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. Suc h risks and uncertainties include but are not limited to those outlined in the section entitled “Risk Factors” and other risks detailed from time to time in our filings with the SEC or otherwise. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

Information regarding market and industry statistics contained in this Report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue relianc e on these forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the other sections of this Report, including “Risk Factors,” “Description of Business” and the Financial Statements attached hereto pursuant to Item 9.01 and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Report. See “Forward-Looking Statements.” Our actual results may differ materially.

Recent Events

Prior to April 2, 2010, ECDC was a public shell, with minimal assets and activities. On April 2, 2010, ECDC completed the Stock Exchange with EarthSearch. In connection with this Stock Exchange, ECDC discontinued its former business and succeeded to the business of EarthSearch as its sole line of business. The merger is being accounted for as a recapitalization, with EarthSearch deemed to be the accounting acquirer and ECDC the acquired company. Accordingly, EarthSearch’s historical financial statements for periods prior to the merger have become those of the registrant (ECDC) retroactively restated for, and giving effect to, the number of shares received in the merger. The accumulated deficits of EarthSearch were also carried forward after the acquisition. Operations reported for periods prior to the merger a re those of EarthSearch.

Overview

EarthSearch, based in Atlanta, Georgia, has created the world’s first integration of RFID and GPS technology. EarthSearch is an international provider of supply management solutions offering real-time visibility in the supply chain with integrated RFID/GPS and other telemetry products.

Critical Accounting Estimates and Policies

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the website and property and equipment, valuation of share-based pay ments and the valuation allowance on deferred tax assets.

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal 2009 and 2008.

Impairment of Long-Lived Assets.  The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”.  This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recogni zed is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

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Fair Value of Financial Instruments and Fair Value Measurements.   The Company measure their financial assets and liabilities in accordance with generally accepted accounting principles.  For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short term loans the carrying amounts approximate fair value due to their short maturities.

Effective January 1, 2008, we adopted accounting guidance for financial and non-financial assets and liabilities.  The adoption did not have a material impact on our results of operations, financial position or liquidity.  This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.  This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.  This guidance does not apply to measurements related to share-based payments.  This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach ( cost to replace the service capacity of an asset or replacement cost).  The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition. Revenues are recognized on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statement.”  Under these guidelines, revenue is recognized on sales transactions when all of the following exist:  persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectibility is reasonably assured.   The Company has recognizes revenue from the sale of its various products.

Stock Based Compensation.  The Company adopted ASC 505-50, “Share Based Payment” and related interpretations.  ASC 505-50 requires companies to estimate and recognize the fair value of stock-based awards to employees and directors.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  As of March 31, 2010, there were no stock based compensation awards.

Results of Operations

Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

Revenue. For the three months ended March 31, 2010, our revenue was $9,103, compared to $51,170 for the same period in 2009, representing a decrease of 82.2%. This decrease in revenue was primarily attributable to the effects of the economy and the deficiency in working capital to provide for marketing the Company’s products.

Gross Profit. For the three months ended March 31, 2010, our gross profit was $266, compared to a gross profit of $21,960 for the same period in 2009, representing a decrease of 98.8%. This decrease in our gross profit resulted primarily from the reduction in revenue and the increase in cost of revenue as a percent of revenue (97.1% and 57.1%, for the three months ended March 31, 2010 and 2009, respectively).  The increase in cost of revenues as a percent of revenue is primarily due to the limited revenue for the three months ended March 31, 2010.

Selling, General and Administrative Expenses. For the three months ended March 31, 2010, selling, general and administrative expenses were $479,439 compared to $285,903 for the same period in 2009, an increase of 67.7%.  This increase was primarily caused by accounting fees increased from $0 to $25,075, compensation for board members increased from $0 to $40,000, and salary expenses increased from $177,640 to $270,648. These increases were offset by an decrease in salary expense for technology employees of $31,007.

Net Loss. We generated net losses of $524,126 for the three months ended March 31, 2010 compared to approximately $267,520 for the same period in 2009, an increase of 95.9%.

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Liquidity and Capital Resources

General. At March 31, 2010, we had cash and cash equivalents of $2,685. We have historically met our cash needs through a combination of cash flows from operating activities and proceeds from private placements of our securities. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance at the time of the Stock Exchange and expected cash flows from operations will not be sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt.  The Company is in the process of obtaining additional working capital.

Our operating activities generated a deficit cash flow of approximately $281,064 for the three months ended March 31, 2010, and we used cash in operations of approximately $140,045 during 2009. The principal elements of cash flow from operations for the three months ended March 31, 2010 included a net loss of $524,126, offset by depreciation and amortization expense of $57,024, loss on disposal of assets of $23,039, and an increased investment in operating working capital elements of $153,597.

Cash used in our investing activities was $148,341 for the three months ended March 31, 2010, compared to $13,910 for the same period in 2009.  This increase of $134,431, or 966%, was primarily due the payments of escrow deposits of $145,000.

Cash generated in our financing activities was $431,324 for the three months ended March 31, 2010, compared to cash generated of $156,619 during the comparable period in 2009. This increase was primarily attributed to the proceeds from the issuance of common stock which resulted in an increase from $65,524 to $118,000, and proceeds from loans payable which resulted in an increase from $0 to $310,000.

As of March 31, 2010, current liabilities exceeded current assets by 65.4 times. Current assets increased from $37,601 at December 31, 2009 to $48,695 at March 31, 2010 whereas current liabilities increase from $3,063,247 at December 31, 2009 to $3,183,011 at March 31, 2010.

Factors That May Affect Future Operations

We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, primarily the economy.  Our operating results could also be impacted by a continued weakening of the U.S. and/or international economy. We predominately provide services to individuals.

Off Balance Sheet Transactions and Related Matters

We have no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

RISK FACTORS

We have sustained recurring losses since inception and expect to incur additional losses in the foreseeable future.

We were formed in November 2003 and have reported annual net losses since inception. For our fiscal years ended December 31, 2009 and 2008, we experienced losses of $1,473,225 and $1,216,483, respectively. For the three months ended March 31, 2010, we experienced a loss of $524,126.  As of March 31, 2010, we had an accumulated deficit of $9,423,033. In addition, we expect to incur additional losses in the foreseeable future, and there can be no assurance that we will ever achieve profitability. Our future viability, profitability and growth depend upon our ability to successfully operate, expand our operations and obtain additional capital. There can be no assurance that any of our efforts will prove successful or that we will not continue to incur operating losses in the future.

We do not have substantial cash resources and if we cannot raise additional funds or generate more revenues, we will not be able to pay our vendors and will probably not be able to continue as a going concern.

As of March 31, 2010, our available cash balance was $2,685. We will need to raise additional funds to pay outstanding vendor invoices and execute our business plan. Our future cash flows depend on our ability to enter into, and be paid under, contracts with merchants to provide our products to their customers. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other convertible securities, which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we m ay issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.

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Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

The limited history of our business makes it difficult to evaluate an investment in our Company.

Due to the early stage of our development, limited financial and other historical data is available for investors to evaluate whether we will be able to fulfill our business strategy and plans, including whether we will be able to achieve sales growth or meet our sales objectives.  Further, financial and other limitations May force us to modify, alter, or significantly delay the implementation of such plans.  Our anticipated investments include, but are not limited to, information systems, sales and marketing, research and development, distribution and fulfillment, customer support, and administrative infrastructure.  We may incur substantial losses in the future, making it extremely difficult to implement our business plans and strategies and sustain our then current level of operation s.  Furthermore, no assurances can be given that our strategy will result in an improvement in operating results or that our operations will become profitable.

We have a working capital deficit, we may not be able to finance our operating needs and our auditors’ report expressed substantial doubt as to our ability to continue as a going concern.

Our current liabilities are currently greater than our current assets. Our ability to meet our operating needs depends in large part on our ability to secure third party financing. We cannot provide any assurances that we will be able to obtain financing. In connection with their audit report on our financial statements as of December 31, 2009, our independent certified public accountants expressed substantial doubt about our ability to continue as a going concern as such continuance is dependent upon our ability to raise sufficient capital.

Our business model is unproven and may ultimately prove to be commercially unviable.

Because of our limited history of operations, we are unable to predict whether our business model will prove to be viable, whether the actual demand we anticipate for our products and services will materialize, whether demand for our products and services will materialize at the prices we expect to charge, or whether current or future revenue streams and/or pricing levels will be sustainable.  There can be no assurances we will be able to achieve or sustain such revenue streams and/or pricing levels, the results of which could have a material, adverse effect on our business, financial condition, and results of operations.  Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control, including, among other things, the risks described herein. 0; Our likelihood of success must be considered in light of the problems, expenses, complications, delays, and disruptions typically encountered in forming a new management team, hiring and training new employees, expanding into new markets, application of GPS, telematics and wireless technology still in its infancy, and the competitive environment in which we intend to operate.

We will require significant additional capital to fulfill our business plan, and our failure to raise additional capital will have a material, adverse effect on our business, financial condition, and results of operations.

The development of our sales and marketing capabilities, product and service offerings, and business in general requires significant capital.  The amount of our future capital requirements depends primarily on the rate of client growth, the rate and extent of our current expansion plans, and results of operations.  There can be no assurances that unexpected circumstances (including failure to achieve anticipated cash flow) will not arise, requiring us to delay or abandon our development plans or seek additional financing.  There can also be no assurance that additional financing will be available when needed or, that it will be available on commercially acceptable terms.  If we are not able to obtain additional capital on acceptable terms, there is a risk that investors could lose their entire investment.  Moreover, additional equity financing, if obtained, could result in substantial dilution to investors in our Common Stock, and the terms of such additional equity financing may include liquidation and dividend preferences over the Common Stock, as well as superior voting rights and other advantages in comparison to the holders of and investors in our Common Stock.

Competition may increase in the GPS device market.

We may in the future compete for potential customers with companies not yet offering GPS devices. Competition in the GPS related industry may increase in the future, partly due to the potentially rebounding economic situation in the United States and internationally.  Increased competition could result in price reductions, reduced margins or loss of market share and greater competition for major merchants.

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We are dependent on Kayode Aladesuyi.  Our failure to retain Mr. Aladesuyi and/or attract new highly qualified members to our Company’s management team would adversely affect our ability to either remain in operation or continue to grow.

Our success to date has largely been attributable to the skills and efforts of Kayode Aladesuyi, our founder, Chief Executive Officer and President.  Continued growth and profitability will depend on our ability to strengthen our leadership infrastructure by recruiting and retaining qualified, experienced executive personnel.  Competition in our industry for executive-level personnel is fierce, and there can be no assurance that we will be able to hire and retain other highly skilled executive employees, or that we can do so on economically feasible or desirable terms.  The loss of Mr. Aladesuyi or our inability to hire and retain other such executives would have a material, adverse effect on our business, financial condition, and results of operations.  In addition, the other members of our management team do not have substantial, if any, experience in the telematics industry.

If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully execute our internal growth strategies.

Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including technical personnel. Qualified technical employees periodically are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements. While we currently have available technical expertise sufficient for the requirements of our business, expansion of our business could require us to employ additional highly skilled technical personnel.

There can be no assurance that we will be able to attract and retain sufficient numbers of highly skilled technical employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to secure and complete customer engagements and could harm our business.

We are exposed to risks associated with the ongoing financial crisis and weakening global economy, which increase the uncertainty of consumers purchasing products and/or services.

The recent severe tightening of the credit markets, turmoil in the financial markets, and weakening global economy are contributing to a decrease in spending by consumers.  If these economic conditions are prolonged or deteriorate further, the market for our products will decrease accordingly.

 If we are not successful in the continued development, introduction, or timely manufacture of new products, demand for our products and services could decrease substantially.

We expect that a significant portion of our future revenue will be derived from sales of newly introduced products and services.  The market for our products and services is characterized by rapidly changing technology, evolving industry standards, and changes in customer needs.  Specifically, the GPS, telematics, and wireless industries are experiencing significant technological change and advancement, and the industry in which we operate may coalesce in support of one or more particular advanced technologies that our Company does not possess.  If we fail to modify or improve our products and services in response to changes in technology, industry standards or customer needs, our products and services could rapidly become less competitive or obsolete.  We must continue to mak e significant investments in research and development in order to continue to develop new products, enhance existing products, and achieve market acceptance for such products.  However, there can be no assurance that development stage products will be successfully completed or, if developed, will achieve significant customer acceptance.

If we are unable to successfully develop and introduce competitive new products and services, and enhance our existing products and services, our future results of operations would be adversely affected.  Our pursuit of necessary technology may require substantial time and expense, and we may need to license new technologies to respond to technological change.  These licenses may not be available on desirable or acceptable terms. Development and manufacturing schedules for technology products are difficult to predict, and there can be no assurance that we will achieve timely initial customer shipments of new products.  The timely availability of these products in volume and their acceptance by customers are important to our future success.  We may experience delays in shipping certain of our products and, whether due to manufacturing delays, lack of market acceptance, delays in regulatory approval, or otherwise, they could have a material adverse effect on our business, financial condition, and results of operations.

We will derive a significant portion of our revenues from sales outside the United States, and numerous factors related to international business activities will subject us to risks that could, among other things, affect the demand for our products, negatively affecting our business, financial condition, or results of operations.

Part of our strategy will involve the pursuit of growth opportunities in a number of foreign markets.  If we are not able to maintain or increase international market demand for our products, services, and technologies, then we may not be able to achieve our financial goals.

In many foreign markets, barriers to entry are created by long-standing relationships between potential customers and their local providers and protective regulations, including local content and service requirements.  In addition, the pursuit of international growth opportunities requires significant efforts for an extended period before substantial revenues from these markets are realized.  Our business could be adversely affected by a variety of uncontrollable and changing factors, including:

● Unexpected changes in legal or regulatory requirements;

● Difficulty in protecting our intellectual property rights in a particular foreign jurisdiction;

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● Cultural differences in the conduct of business;

● Difficulty in attracting qualified personnel and managing foreign activities;

● Recessions in foreign economies;

● Longer payment cycles for and greater difficulties collecting accounts receivable;

● Export controls, tariffs, and other trade protection measures;

● Fluctuations in currency exchange rates;

● Nationalization, expropriation, and limitations on repatriation of cash;

● Social, economic, and political instability;

● Natural disasters, acts of terrorism, and war;

● Taxation; and

● Changes in laws and policies affecting trade, foreign investment, and loans.

We rely on third-party RFID device we integrated with our product.  The loss or inability to maintain licenses for such third-party could materially, negatively impact our business.

We currently rely upon certain software licensed from third-parties, including software that is integrated with our internally developed software and used to perform key functions.  Certain of these licenses, including our license with Google, are for limited terms and can be renewed only by mutual consent.  In addition, these licenses may be terminated if we breach the terms of the license and fail to cure the breach within a specified period of time.  There can be no assurance that such licenses will be available to us on commercially reasonable terms, if at all.  The loss of or inability to maintain or obtain licenses on such third-party software could result in the discontinuation of, or delays or reductions in, product shipments unless and until equivalent technology is i dentified, licensed, and integrated with our software.  Any such discontinuation, delay, or reduction would harm our business, results of operations, and financial condition.

In addition, the third-party licenses that we may need to acquire in the future may not be exclusive, and there can be no assurance that our competitors will not obtain similar licenses and utilize such technology in competition with us.  There can be no assurance that the vendors of certain technology that we may need to utilize in our products will be able to provide such technology in the form we require, nor can there be any assurance that we will be able to modify our own products to adapt to changes in such technology.  In addition, there can be no assurance that financial or other difficulties that may be experienced by such third-party vendors will not have a material adverse effect upon the technologies that may be incorporated into our products, or that, if such technologies become unav ailable, we will be able to find suitable alternatives if we in fact need them.  The loss of, or inability to maintain or obtain, any such software licenses could potentially result in shipment delays or reductions until equivalent software can be developed, identified, licensed and integrated, and could harm our business, operating results, and financial condition if we ultimately need to rely on such software.

If we do not correctly anticipate demand for our products, we may not be able to secure sufficient quantities or cost-effective production of our products, or we could have costly excess production or inventories.

We expect that it will become more difficult to forecast demand as we introduce and support multiple products and as competition in the market for our products intensifies.  Significant unanticipated fluctuations in demand could cause the following problems in our operations:

● If demand increases beyond what we forecast, we would have to rapidly increase production.  We would depend on suppliers to provide additional volumes of components, and those suppliers might not be able to increase production rapidly enough to meet unexpected demand.

● Rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of components and other expenses.  These higher costs could lower our profit margins.  Further, if production is increased rapidly, manufacturing quality could decline, which may also lower our profit margins.

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● If forecasted demand does not develop, we could have excess production resulting in higher inventories of finished products and components, which would use cash and could lead to write-offs of some or all of the excess inventories.  Lower than forecasted demand could also result in excess manufacturing capacity at our facilities, which could result in lower margins.

Our sales and gross margins for our products may fluctuate or erode.

Our sales and gross margins for our products may fluctuate from quarter to quarter due to a number of factors, including product mix, competition, and unit volumes.  In particular, the average selling prices of a specific product tend to decrease over that product’s life.  To offset such decreases, we intend to rely primarily on obtaining yield improvements and corresponding cost reductions in the manufacture of existing products and on introducing new products that incorporate advanced features and, therefore, can be sold at higher average selling prices.  However, there can be no assurance that we will be able to obtain any such yield improvements, or cost reductions, or introduce any such new products in the future.  To the extent that such cost reductions and new pro duct introductions do not occur in a timely manner or our products do not achieve market acceptance, our business, financial condition, and results of operations could be materially, adversely affected.

We may not be able to protect our intellectual property rights against piracy or the infringement of our patents by third-parties due to the declining legal protection given to intellectual property.

Preventing unauthorized use or infringement of our intellectual property rights is difficult.  Piracy of our software represents a potential loss of significant revenue.  While this would adversely affect our revenue from the United States market, the impact on revenue from abroad is more significant, particularly in countries where laws are less protective of intellectual property rights.  Similarly, the absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights.  Moreover, future legal changes could make defending our intellectual property rights even more challenging.  Continued enforcement efforts of our intellectual property rights may not affect revenue positively, and revenue could be adversely affected by reductio ns in the legal protection for intellectual property rights for software developers or by compliance with additional legal obligations impacting the intellectual property rights of software developers.

The loss of any member of our senior management team or a significant number of our managers could have a material adverse effect on our ability to manage our business.

Our operations depend heavily on the skills and efforts of our senior management team, our President and Chief Executive Officer. We will rely substantially on the experience of the management of our subsidiaries with regard to day-to-day operations. We face intense competition for qualified personnel, and many of our competitors have greater resources than we have to hire qualified personnel. The loss of any member of our senior management team or a significant number of managers could have a material adverse effect on our ability to manage our business.

Risks Relating to Our Organization and Our Common Stock

As of April 2, 2010, we became a consolidated subsidiary of a company that is subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from other projects, thus impairing our ability to grow.

As a result of the Stock Exchange, we became a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting of the Stock Exchange) and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we remained privately held and did not consummate the Stock Exchange.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. In addition, if we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current and may adversely affect any market for, and the liquidity of, our common stock.

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Public company compliance may make it more difficult for us to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

Because we became public by means of a Stock Exchange, we may not be able to attract the attention of major brokerage firms.

There may be risks associated with us becoming public through the Stock Exchange. Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on behalf of our post-Stock Exchange company.

We may not pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

There is currently no liquid trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

To date there has not been a liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. As soon as is practicable after becoming eligible, we anticipate applying for listing of our common stock on either the NYSE Amex Equities, The Nasdaq Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards for any of these exchanges, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remains quoted on the OTC Bu lletin Board or is suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, it is more difficult (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies and (iii) to obtain needed capital.

Our common stock is currently a “penny stock,” which may make it more difficult for our investors to sell their shares.

Our common stock is currently and may continue in the future to be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain informa tion concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Since our securities are subject to the penny stock rules, investors may find it more difficult to dispose of our securities.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

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● changes in our industry;

   

● competitive pricing pressures;

   

● our ability to obtain working capital financing;

   

● additions or departures of key personnel;

   

● limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

   

● sales of our common stock;

   

● our ability to execute our business plan;

   

● operating results that fall below expectations;

   

● loss of any strategic relationship;

   

● regulatory developments;

   

● economic and other external factors; and

   

● period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Item 3.02Unregistered Sales of Equity Securities.

Since April 2, 2010 (date of merger), the Company sold the following unregistered securities:

On July 16, 2010, the Company issued 500,000 shares of common stock in a private placement for $19,975 cash ($0.04 per share).

On July 26, 2010, the Company issued 1,645,000 shares of common stock to eight shareholders in a private placement for an aggregate of $129,250 cash ($0.079 per share).

On August 5, 2010, the Company issued 1,000,000 shares of common stock in a private placement for $40,000 cash ($0.04 per share).

On July 9, 2010, the Company issued 500,000 shares of its common stock in conversion of $25,000 of notes payable with a related party.

The Securities were issued through its officers, directors, and employees without commission under an exemption from registration under Rule 506 of Regulation D and/or Section 4(2) to accredited investors and less than 35 non-accredited investors.

 Since April 2, 2010, the Board of Directors of the Company approved the following issuances of unregistered shares of the Company’s common stock in exchange for future services to be performed by the Company’s investor relations consultants:

On August 3, 2010, the Company issued 200,000 shares of its common stock for services.

On August 5, 2010, the Company issued 500,000 shares of its common stock for services.

Information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the issuance of unregistered equity securities in connection with the Stock Exchange is incorporated by reference into this Item 3.02.

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Description of Capital Stock

Authorized Capital Stock

We have authorized Two Hundred Million (200,000,000) shares of common stock with a par value of $0.001.  

Capital Stock Issued and Outstanding

After giving effect to the Stock Exchange, and the common shares sold in private placements and granted for services after April 2, 2010, we have issued and outstanding securities on a fully diluted basis of 52,005,639 shares of common stock.

Common Stock

The holders of our common stock are entitled to one vote per share. Our Amended and Restated Certificate of Incorporation does not provide for cumulative voting. The holders of our common stock are entitled to receive such dividends, if any, as may be declared by our board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.

Dividend Policy

We currently intend to use all available funds to develop our business and do not anticipate that we will pay dividends in the future. We can give no assurances that we will ever have excess funds available to pay dividends.

Indemnification of Directors and Officers

Under our Amended and Restated of Incorporation and Bylaws, a director and/or officer of the Company will be subject to the following:

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director or officer is not personally liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 is not optional and controls even if there is a provision in the articles of incorporation of a Nevada corporation, including such a provision in the registrant’ s Articles of Incorporation that attempts to establish a different standard of liability.

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (an “Indemnified Party”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in co nnection with such action, suit or proceeding if the Indemnified Party would not be liable pursuant to Section 78.138 of the Nevada Law or the Indemnified Party acted in good faith and in a manner the Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Indemnified Party’s conduct was unlawful.

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Indemnified Party who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of an Indemnified Party against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Indemnified Party in connection with the defense or settlement of such action or suit, if the Indemnified Party acted under standards similar to those set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liabl e to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that in view of all the circumstances the Indemnified Party is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 78.7502 of the Nevada Law further provides that to the extent an Indemnified Party has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Indemnified Party against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnified Party in connection therewith.

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Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opin ion if a quorum of such disinterested directors cannot be obtained.

Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court that he or she is not entitled to be indemnified by the corporation. Said Subsection 2 further provides that the provisions of that Subsection 2 do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Indemnified Party may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue as to an Indemnified Party who has ceased to hold one of the positions specified above, and shall inure to the benefit of his or her heirs, executors and administrators.

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of an Indemnified Party for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as an Indemnified Party or arising out of such person’s status as an Indemnified Party whether or not the corporation has the authority to indemnify such person against such liability and expenses.

The Bylaws of the registrant provide for indemnification of Indemnified Parties substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the registrant incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the registrant as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the registrant.

The registrant has a contract for insurance coverage under which the Registrant and certain Indemnified Parties (including the directors and officers of the registrant) are indemnified under certain circumstances with respect to litigation and other costs and liabilities arising out of actual or alleged misconduct of such Indemnified Parties. In addition, the registrant has entered into indemnification agreements with its directors and officers that require the registrant to indemnify such directors and officers to the fullest extent permitted by applicable provisions of Nevada Law, subject to amounts paid by insurance. The above-described provisions relating to the indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilit ies (including reimbursement of expenses incurred) arising under the Securities Act.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Any repeal or modification of these provisions approved by our stockholders shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of ours existing as of the time of such repeal or modification.

Trading Information

Our common stock is currently approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc. under the symbol ECDC.OB and there is limited trading market for our stock. As soon as practicable, and assuming we satisfy all necessary initial listing requirements, we intend to apply to have our common stock listed for trading on the NYSE Amex Equities or The Nasdaq Stock Market, although we cannot be certain that we will ever satisfy such listing requirements or that any of these applications will be approved.

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Our sole officer and director, Frank Rovito, immediately prior to the Stock Exchange resigned from all positions with us as of April 2, 2010, effective upon the closing of the Stock Exchange. There were no disagreements between Mr. Rovito and the Company.  Pursuant to the terms of the Stock Exchange, our new directors and officers are as set forth therein. Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

CERTAIN RELATIONSHIP & RELATED TRANSACTIONS, & DIRECTOR INDEPENDENCE.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of April 2, 2010 regarding the beneficial ownership of our common stock, taking into account the consummation of the Stock Exchange, by (i) each person or entity who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each executive officer and named officer; (iii) each director; and (iv) all of our officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is: c/o 120 Interstate North Parkway SE, Suite 445 Atlanta, Georgia 30339.

	Number of Shares		Percentage
	Beneficially		Beneficially
Name of Beneficial Owner	Owned (1)		Owned (1) (2)
Kayode A. Aladesuyi (3) (7)		16,133,574		31.0%
Francis Russo, Sr. (4) (7)		7,029,264		13.5%
Edward H. Eppel (7)		2,607,154		5.0%
Anis D. Sherali (5) (7)		6,633,747		12.8%
Alfred "Ted" B. Ruhly (6) (7)		60,972		0.1%
John Ferguson (7)		-		-
Michelle Robinson (7)		-		-
Lyle Newson (7)		-		-
All officers and directors as a group (8 persons)		32,464,711		62.4%

________________________

(1)	Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of September 8, 2010. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
(2)	Based on 52,005,639 shares of our common stock (includes the assumption of the exercise of all securities) outstanding as of September 8, 2010.
(3)	Includes 3,602,652 shares issued to related parties of Mr. Aladesuyi (Andrea Rocha Sousa, 1,219,436 shares, Valerie Aladesuyi, 1,554,000 shares, Brian Aladesuyi, 207,400 shares, Gabrielle Aladesuyi, 207,304 shares, Nicolas A. Aladesuyi, 207,304 shares and Brandon Aladesuyi, 207,304 shares).
(4)	Includes 106,579 shares issued to related parties of Mr. Russo (Carla A. Russo-Gelpke, 488 shares, Ryan Russo, 45,119 shares, Elizabeth Russo, 30,486 shares and Francis Russo, Jr., 30,486 shares.
(5)	Includes 250,000 shares issued to a related party, Farah Sherali, of Mr. Sherali.
(6)	Includes 60,972 shares issued to related parties of Mr. Ruhly (Alfred Ruhly, 30,486 shares and Donna J. Ruhly, 30,486 shares.
(7)	Officer or director.

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Executive Officers and Directors

The following persons became our executive officers and directors on April 12, 2010, upon effectiveness of the Stock Exchange, and hold the positions set forth opposite their respective names.

Name	Age	Position
Kayode A. Aladesuyi	50	Chief Executive Officer, President, Chief Financial Officer and Chairman
Frank Russo	52	Executive Vice President
Edward H. Eppel	67	Director
Anis D. Sherali	60	Director
Alfred ("Ted") B. Ruhly	81	Director
John Ferguson	58	Vice President
Michelle Robinson	30	Director of Marketing
Lyle Newson	40	Director of Business Solutions

Our directors hold office until the earlier of their death, resignation or removal by shareholders, or until their successors have been qualified. Our officers are elected annually by, and serve at the pleasure of, our board of directors.

Biographies

Directors and Officers

Kayode A. Aladesuyi, a founder of EarthSearch, has served as our chief executive officer, president and chairman of the board of directors since January 2004.  Prior to EarthSearch, Mr. Aladesuyi was the founder (in 1999), chief executive officer, and president of PlanetLink Communications, Inc. which engaged in the development of satellite-enabled products based on GPS technology and provision of monitoring services in the United States. Mr. Aladesuyi resigned from PlanetLink Communications to establish EarthSearch.  He has a B.S. degree in accounting from Alabama State University.

Frank Russo has served as our executive vice president since January 2010.  Currently, Mr. Russo is representing various manufacturers, including FIFA, Kappa and KangaROOS, consulting with their sales and marketing departments throughout Metro NY/NJ and the Mid-Atlantic regions. He was formerly the president of Gladiator Sales, a regional marketing and sales company that represented Puma North America ($500+ million in sales) throughout New England, Mid-Atlantic and the Metro NY/NJ regions.  Prior to Gladiator Sales, he managed a sales division for Diadora, an Italian sporting goods manufacturer.  Mr. Russo has a B.S. degree in business administration from Saint Michael’s College.

Edward H. Eppel has served as our director since October 2009.  Mr. Eppel currently is the vice president of LPS Ind., a leading manufacturer of special printed flexible films for the Medical/Food/Beverage manufacturing industries, with sales in both North America and Europe. He was the founder and president of RAE Container Inc., a manufacturer of corrugated products, molded form, cushioning and protective materials for Air/Sea/Ground shipments. Mr. Eppel and RAE Container Inc., merged with LPS in 1997. He is a "Lifetime" member of the IOPP (Institute of Packaging Professionals) and past President of the Meadowlands chapter. Mr. Eppel also served as president of the Society of Packaging and Handling Engineers, along with serving as chairman of Morris County Municipality Utilities Authority (NJ) for the past 25 years. This public utility serves more than 500,000 residents with water and a complete recycling program reducing landfill waste by over 50%.  Mr. Eppel has a B.S. degree in industrial management from Rutgers University.

Anis D. Sherali has served as our director since June 2009.  Mr Sherali is currently the president/CEO of Energy Consulting Group and has assisted numerous electric utility clients analyze and solve optimization problems related to electric utility operations and economic dispatch. His responsibilities include the preparation of engineering feasibility analyses of alternative power supply sources, long-range planning studies for generation and transmission systems, software development related to power supply planning and utility rate analysis. Mr. Sherali has more than 25 years of experience in power supply planning and pooling evaluations, wheeling and coordination analysis, electric utility rates, finance and accounting, contract negotiations, gene ration analysis, utility operations and dispatch, economic and regulatory support and power supply consulting with numerous clients in more than 15 states.  Mr. Sherali has a masters degree in industrial management from Georgia Tech.

Alfred (“Ted”) B. Ruhly has served as our director since April 2010.  Mr. Ruhly, retired chairman of Maersk, Inc., brings 60 years of experience in the trucking and shipping industries.  He began at Maersk, Inc. in 1974 when it was known as Moller Steamship Co. and has served as vice president of marketing and sales, executive vice president, appointed as the first American president of A.P. Moller, Maersk Inc.’s United States subsidiary, chairman of the board of Maersk, Inc., and chairman of the board of Maersk Line Ltd.  While serving as chairman of both entities, he was presented with the Port Pilot Award by the Port of Long Beach for his leadership and achievements within the shipping industry and internationa l trade.  During his tenure at Maersk, he completed the Harvard Advanced Management Program.  Mr. Ruhly now serves as a transportation consultant.  He attended Michigan State College and Wayne State University.  Mr. Ruhly is a veteran of the United States Army.

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John Ferguson has served as our vice president of global channels since February 2010.  Mr. Ferguson’s career encompasses over 25 years providing technology solutions to companies across all major industry segments with an emphasis in sales and channel management expertise.  He has sold extensively though both direct and channel environments, with 17 years dealing through channels. Mr. Ferguson has consistently overachieved on sales targets, channel partner recruitment goals, channel management metrics and business development goals throughout his career.  His channel experiences span security VARs, system integrators, single & double tier distribution, technology consultants and retail channels. Mr. Ferguson’s expe rtise covers all areas of channel development including program development, channel partner agreements, recruitment, training, performance management, incentive programs and joint selling. He is also experienced in managing business development initiatives from initial inception through to successful strategic partnership. Mr. Ferguson has held channel sales and sales management positions at Websense, Frontbridge, Captura and InterSoft, a software firm he founded in the 1980s.  He has a B.S. degree in business administration from North Carolina University.

Michelle Robinson has served as our director of marketing since May 2010.  Ms. Robinson is both an artist and writer, with over eight years of experience in diverse facets of the marketing and communications field, including event marketing and management, product and name branding, media relations, collateral development, web site search engine optimization and print / online advertising. A cum laude graduate of the University of Florida, Ms. Robinson has dual degrees in English and Visual Arts.

Lyle Newson has served as our director of business solutions since July 2010.  A visionary and experienced executive with expertise in the technology, medical, and digital storage fields, Mr. Newson brought to the Company more than 17 years of experience in business development and sales with a strong understanding of the relationship between technology and strategic business interest with a P&L mindset and has enjoyed a record of success in innovating state-of-the-art solutions, on time and under budget. Mr. Newson has a BA in Business Administration from West Valley College in Saratoga, California.

Andrea Rocha Sousa, the comptroller of EarthSearch, is the wife of Kayode Aladesuyi, the Company’s chief executive officer and chairman.  There are no other family relationships among any of our directors and executive officers.

Executive Compensation

Summary Compensation Table

The table below sets forth, for our last two fiscal years, the compensation earned by (i) Kayode A. Aladesuyi, our chief executive officer, president and chairman, (ii) Frank Russo, our executive vice president, (iii) Edward H. Eppel, our director, (iv) Anis D. Sherali, our director, (v) Alfred “Ted” B. Ruhly, our director, (vi) John Ferguson, our vice president, (vii) Michelle Robinson, our director of marketing, and (viii) Lyle Newson, our director of business solutions.

18

				Deferred								All Other
Name and				Compen-				Stock		Option		Compen-
Principal Position		Salary		sation		Bonus		Awards		Awards		sation		Total
Kayode A. Aladesuyi (1)
Chief Executive Officer,	2009	$	118,022	$	-	$	-	$	93,124	$	-	$	-	$	211,146
President and Chairman	2008	$	84,262	$	-	$	-	$	90,000	$	-	$	-	$	174,262
Frank Russo (1)
Executive Vice President	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Edward H. Eppel (1)
Director	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Anis D. Sherali (1)
Director	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Alfred "Ted" B. Ruhly (1)
Director	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
John Ferguson (1)
Vice President	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Michelle Robinson (1)
Director of Marketing	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Lyle Newson (1)
Director of Business Solutions	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2008	$	-	$	-	$	-	$	-	$	-	$	-	$	-
(1) All payroll and/or consulting fees were not paid or recorded by the Company due to limited working capital.

Agreements with Executives

Officers

At the time of the Stock Exchange, the Company’s Board of Directors agreed to assume the annual salary of $350,000 to Kayode Aladesuyi, the Company’s Chief Executive Officer, President and Chairman.  The Company’s Board of Directors unanimously agreed to grant two million shares to Mr. Aladesuyi, under the 2010 Stock Incentive Plan dated September 17, 2010, in lieu of unpaid salary of $87,500 out of an accrued aggregate of $175,000.  Such shares of common stock shall be issued from the shares registered under a registration statement on Form S-8 representing the 2010 Stock Incentive Plan.

Stock Option Plan

On September 17, 2010, our Board of Directors authorized a twenty-five million share common stock incentive plan (the “2010 Stock Incentive Plan”) for our management and consultants to be registered under a registration statement on Form S-8.

Director Compensation

During the fiscal years ended December 31, 2009 and 2008 and for the three months ended March 31, 2010, our directors were awarded compensation from us for their services in such capacity.  The Company was unable to pay these liabilities and the directors agreed to forego payment and contributed their compensation to the Company which was recorded as additional paid in capital.

Directors’ and Officers’ Liability Insurance

ECDC does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions shortly after the date of the Stock Exchange. Such insurance will also insure ECDC against losses which we may incur in indemnifying our officers and directors.  A new policy is being obtained by the Company to provide coverage for the officers and directors of ECDC, EarthSearch’s public parent company.

19

Code of Ethics

We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.

Board Committees

We expect our board of directors, in the future, to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee. We intend to appoint such persons to committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing on a national securities exchange.

Certain Relationships and Related Transactions

Andrea Rocha Sousa, the comptroller of EarthSearch, is the wife of Kayode Aladesuyi, the Company’s Chief Executive Officer and Chairman.  There are no other family relationships among any of our directors and executive officers.

Due to the fact that Mr. Aladesuyi used to own various patents, we have used those certain patents, Application No. 61/245,141 and 11/854,305.  On September 17, 2010 we obtained, without prepayment, the United States exclusive rights to use those patents for a renewable period of 5 years pursuant to a certain license agreement with BBGN&A LLC, a Nevada limited liability company, the entity currently owning said patents.  The license agreement requires an annual royalty payment of 8% of revenue and a renewal fee of $550,000.   Mr. Aladesuyi is the majority owner of BBGN&A LLC.

Item 5.03Amendments to Certificate Articles of Incorporation or Bylaws; Change in Fiscal Year.

Information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 and incorporated by reference in Current Report on Form 8-K filed August 2, 2010.

Item 5.06Change in Shell Company Status.

Effective with the Share Exchange, the Company changed its status from a shell company to an operating company.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), EarthSearch’s unaudited financial statements for the three months ended March 31, 2010 and 2009 are filed in this Current Report on Form 8-K/A as Exhibit 99.1.

(b)Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
2.1	Resolution of the Shareholders of East Coast Diversified Corporation dated April 2, 2010. (1)
2.2	Resolution of the Shareholders of East Coast Diversified Corporation dated April 2, 2010. (1)
2.3	Share Exchange Agreement between East Coast Diversified Corporation and EarthSearch Communications International, Inc. dated January 12, 2010. (1)
2.4	Certificate of Amendment to the Certificate of Incorporation. (1)
2.5	Private Stock Purchase Agreement dated April 6, 2010 between Energy Partners, LLC and Messrs. Aaron Goldstein and Frank Rovito. (1)
2.6	Resolutions of Board of Directors of East Coast Diversified Corporation dated April 12, 2010. (1)
2.7	Resignation of Aaron Goldstein dated April 2, 2010. (1)
2.8	Consent of Registered Independent Auditors dated April 8, 2010. (1)
10.1	Settlement, Release and License Agreement between EarthSearch Communications International, Inc., Melvino Technologies Limited, and ArrivalStar S.A. dated September 1, 2010. (2)
10.2	License Agreement between East Coast Diversified Corporation and BBGN&A LLC dated September 17, 2010. (2)
10.3	East Coast Diversified Corporation 2010 Incentive Stock Plan. (2)
99.1	Audited Financial Statements of EarthSearch Communications International, Inc. for the Years Ended December 31, 2009 and 2008. (1)
99.2	Unaudited Financial Statements of EarthSearch Communications International, Inc. for the Three Months Ended March 31, 2010 and 2009. (2)
99.3	East Coast Diversified Corporation proforma combined financial statements for the three months ended March 31, 2010. (2)

(1) Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on April 12, 2010.

(2) Filed herewith.

20

Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

(A)	any of our directors or executive officers;
(B)	any nominee for election as one of our directors;
(C)	any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(D)	any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above

We anticipate reviewing all related party transactions as they are presented to us, and we would not anticipate that such review procedures would be in writing until such time as our Board of Directors felt it was necessary.

21

SIGNATURE

Pursuant to the requirements 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.

	East Coast Development Corporation
Date: September 22, 2010	By:	/s/ Kayode Aladesuyi
		Kayode Aladesuyi, Chief  Executive Officer

22

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Settlement, Release and License Agreement
10.2	License Agreement
10.3	East Coast Diversified Corporation 2010 Incentive Stock Plan
99.2	EarthSearch Communications International, Inc. unaudited financial statements for the three months ended March 31, 2010 and 2009.
99.3	East Coast Diversified Corporation proforma combined financial statements for the three months ended March 31, 2010.

23

EX-10.1

Exhibit 10.1

SETTLEMENT, RELEASE AND LICENSE AGREEMENT

This Settlement, Release and License Agreement ("Agreement") is entered into between Melvino Technologies Limited, a corporation organized under the laws of British Virgin Islands of Tortola and having a place of business at P.O. Box 3174, Palm Chambers, 197 Main Street, Road Town, Tortola, British Virgin Islands ("Melvino") and ArrivalStar S.A., a corporation organized under the laws of Luxembourg and having offices at 127 rue du Muhlenbach, L-2168, Luxembourg ("ArrivalStar"), on the one hand (together sometimes referred to as the "Patent Holders"), and EarthSearch Communications International, lnc.(referred to as "Licensee") (all collectively referred to herein as the "Parties.")

WHEREAS, Melvino owns all right, title and interest in, and/or has the right to license, the patents identified in Schedule A attached hereto, including any continuations, continuations-in-part, divisionals, re-issues or re-examinations of such patents, including any counterparts thereof in any country of the world in which there are counterparts of the foregoing U.S. patents (collectively, the "ArrivalStar Patents"), and ArrivalStar is the exclusive licensee of the ArrivalStar Patents, with the right to sub-license all ArrivalStar Patents.

WHEREAS, Patent Holders assert that certain products and/or services made, used, sold and/or offered for sale by Licensee infringe certain claims of the ArrivalStar Patents;

WHEREAS, Licensee wishes to obtain a license and release for any and all past, present, and future actions with respect to the ArrivalStar Patents, and the Patent Holders are willing to grant such a license and release under the terms hereof;

NOW, THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants contained herein, the Patent Holders and Licensee agree as follows:

1a. "Patent Holders" means Melvino Technologies Limited, a corporation organized under the laws of British Virgin Islands of Tortola and having a place of business at P.O. Box 3174, Palm Chambers, 197 Main Street, Road Town, Tortola, British Virgin Islands and ArrivalStar S.A., a corporation organized under the laws of Luxembourg and having offices at 127 rue du Muhlenbach, L-2168, Luxembourg.

1b. "ArrivalStar Patents" means all patents owned, licensed, or controlled by the Patent Holders including but not limited to the patents identified in Schedule A attached hereto, including any continuations, continuations-in-part, divisionals, re-issues, re-examinations, renewals, extensions, and parents of such patents, and including any counterparts thereof in any country of the world in which there are counterparts of the foregoing U.S. patents, and also including without limitation, any and all current or future worldwide patents and patent applications and all corresponding foreign patents and patent applications and any continuations, continuations-in-part, divisionals, re-issues, re-examinations, renewal, extensions, or parent thereof that are directed to information systems or methods, or communications systems, or methods, for the transportation, logistics, shipping, warehousing, cargo, and/or parcel delivery industries that are owned by (now or hereinafter) or exclusively licensed to (now or hereinafter) Melvino, ArrivalStar, their subsidiaries, Affiliates or principals, assigns and successors.

2. "Affiliates" as used herein means, with respect to each party, any person, corporation, partnership, trust, or other entity, existing or which has yet to exist, that, directly or indirectly, legally or beneficially, owns, is/will be owned by, or is/will be under common ownership with the party or the party's ultimate parent. For purposes of the foregoing, "own", "owned", or "ownership" means holding ownership of, or the right to vote, fifty percent (50%) or more of the voting stock or ownership interest entitled to elect a board of directors or a comparable managing authority.

3. Patent Holders warrant and represent that (a) except as stated below with respect to WNS Holdings LLC, they exclusively own the entire right, title, and interest in, and have the exclusive and entire right to enforce and license, the United States ArrivalStar Patents identified in Schedule A; (b) they have the right to license the Worldwide Patents identified in Schedule A; (c) they have the right to enter into this Agreement; (d) there are no liens, conveyances, mortgages, assignments, encumbrances or other agreements to which Patent Holders are a party or by which they are bound, which would prevent or impair the full exercise of all substantive rights granted to Licensee, its subsidiaries, and its Affiliates by Patent Holders pursuant to the terms of the Agreement; and (e) they have not assigned or transferred to any other person or entity any of their claims, demands or causes of action settled and released herein. Patent Holders warrant that no other entity or individual including but not limited to ArrivalStar Jersey Ltd., Noticom International, LLC, LaBarge, Inc., WNS Holdings, LLC, Global Research Systems, Inc. and the inventors holds any right, title or interest in or to any of the patents identified in Schedule A or to any corresponding foreign patents and patent applications or any continuations, continuations-in-part, divisionals, re-issues, re­examinations, renewals, extensions, or parents thereof, except that Patent Holders represent that WNS Holdings LLC holds an interest in two of the patents identified in Schedule A with an asterisk (*). Patent Holders represent that said interest of WNS Holdings LLC does not preclude Patent Holders from licensing the subject patents to Licensee, its subsidiaries and its Affiliates or otherwise from entering into this Agreement and granting the warranties, releases, licenses and covenants included herein.

4. The terms, provisions and payments set forth in this agreement are not and shall not be construed as an admission by Licensee of the infringement, validity, or enforceability of the ArrivalStar Patents.

2

5. In full settlement all claims asserted by and/or which could have been asserted by Patent Holders against Licensee in connection with the ArrivalStar Patents in civil action 1:10-cv-04349 filed July 13, 2010 in the United States District Court for the Northern District of Illinois, and in full consideration of the license, releases, and covenants in this Agreement, Licensee shall pay the sum of fifteen thousand dollars (US$15,000) ("the Settlement Amount"), which shall be due by September 30, 2010 to Patent Holders and their attorneys, Dowell Baker, P.C., to the following client trust account:

First Merchants Bank

ABA No. 074900657

Credit to Lafayette Bank and Trust — Lafayette, Indiana

Account No. 9009108

Dowell Baker, P.C. Client Trust IOLTA Account

Account No. 9000201658

6. So long as Licensee's sales of GPS-related vehicle tracking software and services remain less than two million dollars (US$2,000,000) per fiscal year, no additional payments from Licensee to Patent Holders shall be due, except as provided in Paragraph 10. In the event that Licensee's sales of GPS-related vehicle tracking software and services exceed two million dollars (US$2,000,000) in any fiscal year, an additional payment of twenty-five thousand dollars (US$25,000) shall be immediately due and payable to Patent Holders and their attorneys, Dowell Baker, P.C., to the client trust account listed in Paragraph 5. Such payment pursuant to this paragraph shall be due and payable only a single time, and not in subsequent years if Licensee's sales of GPS-related vehicle tracking software and services continue to exceed two million dollars (US$2,000,000) per fiscal year, except as provided in Paragraph 7. As used herein, "GPS-related vehicle tracking software and services" shall be limited to software and services tracking vehicle mounted GPS hardware and shall not include hardware sales.

7. In the event that Licensee's sales of GPS-related vehicle tracking software and services exceed four million dollars (US$4,000,000) in any fiscal year, an additional payment of seventy-five thousand dollars (US$75,000), minus any payment already made pursuant to Paragraph 6, shall be immediately due and payable to Patent Holders and their attorneys, Dowell Baker, P.C., to the client trust account listed in Paragraph 5. Such payment pursuant to this paragraph shall be due and payable only a single time, and not in subsequent years if Licensee's sales of GPS-related vehicle tracking software and services continue to exceed four million dollars (US$4,000,000) per fiscal year. "GPS­-related vehicle tracking software and services" shall be limited to software and services tracking vehicle mounted GPS hardware and shall not include hardware sales.

8. Patent Holders grant to Licensee, its subsidiaries, and Affiliates, a fully paid-up, worldwide, irrevocable, non-exclusive, non-transferable (except as set forth below) right and royalty-free license to the ArrivalStar Patents in connection with any product, service, or systems provided or developed by or for Licensee, either now existing or later developed. Such license shall be deemed to extend to and include an immunity from suit against all past, present and future customers, suppliers, sublicensees, consultants and users of any product, service, or system provided by or for Licensee but solely with respect to such product, service, or system of Licensee. Patent Holders shall not enter into any agreement or take any action whi ch would interfere with the release, covenants not to sue and license grants in this Agreement.

3

9. Patent Holders do hereby release, forever discharge, and covenant not to sue Licensee from any and all claims, actions, causes of action, suits, damages, injuries, duties, rights, obligations, liabilities, adjustments, responsibilities, judgments, trespasses, and demands, whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected to exist, now existing or later acquired, which were made or could have been made or may be made in the future by Patent Holders relating to the ArrivalStar Patents. This release is not intended and shall not be construed to affect Patent Holders' claims (including claims for patent infringement) against any other current or future alleged infringer of the ArrivalStar Patents.

10. Except as defined in paragraph 8, the releases and license set forth above are assignable and transferable by Licensee only in the case of a merger or sale of all or substantially all of its assets or stock, in the case of an acquisition of Licensee or to a subsidiary or a present or future Affiliate of licensee, and only upon a an additional payment of eighty-five thousand dollars (US$85,000), minus any payments already made pursuant to Paragraphs 6 and/or 7, to Patent Holders and their attorneys, Dowell Baker, P.C., to the client trust account listed in Paragraph 5. Such payment pursuant to this paragraph shall be due and payable immediately upon any merger or sale, and shall be payable only a single time, and not in the event of any subsequent mergers or sales.

11. This Agreement shall be binding upon Melvino, ArrivalStar, their successors, principals and assigns as well as any future successor owner of the ArrivalStar Patents.

12. Each Party hereto warrants and represents to the others that (a) its execution of this Agreement has been duly authorized by all necessary corporate action of such Party; and (b) it has requisite legal rights necessary to grant the other Party all releases, covenants not to sue as set forth above.

13. The Parties agree that the terms of this Agreement will be treated as strictly confidential and maintained in confidence and will not be disclosed to any other person or entity except as may be required by law or pursuant to a protective order entered by a Court or tribunal. Licensee may represent that it is licensed under the ArrivalStar Patents without violating this confidentiality provision.

14. This Agreement will become binding and effective upon the exchange of facsimile or email copies of the required signatures.

4

WHEREFORE, the Parties hereby acknowledge their agreement and consent to the terms and conditions set forth above through their respective signatures as contained below and each Party represents and warrants that the representatives signing below have the authority to legally bind such Party:

MELVINO TECHNOLOGIES LIMITED   ______________________________ EARTHSEARCH COMMUNICATIONS INTERNATIONAL, INC.                /s/ Kayode Aladesuyi                        

Dated:  ________________________ Dated:                          9/1/2010                        

Its:  ___________________________ Its:                                CEO                              

ARRIVALSTAR S.A.

______________________________

Dated:  ________________________

Its:  ___________________________

5

Schedule A

United States Patents

1.	5,400,020
2.	5,444,444*
3.	5,623,260
4.	5,648,770*
5.	5,657,010
6.	5,668,543
7.	6,278,936
8.	6,313,760
9.	6,317,060
10.	6,363,254
11.	6,363,323
12.	6,411,891
13.	6,415,207
14.	6,486,801
15.	6,492,912
16.	6,510,383
17.	6,618,668
18.	6,683,542
19.	6,700,507
20.	6,714,859
21.	6,741,927
22.	6,748,318
23.	6,748,320
24.	6,763,299
25.	6,763,300
26.	6,804,606
27.	6,859,722
28.	6,904,359
29.	6,952,645
30.	6,975,998
31.	7,030,781
32.	7,089,107
33.	7,191,058
34.	7,400,970

6

Worldwide Patents

AT 257265

AT 273547

AU 2608700

AU 3393300

AU 3998401

AU 6284999

AU 6404799

AU 6453598

AU 7391696

BR 0007537

BR 0008670

BR 9808005

CA 2267206

CA 2283239

CA 2360288

CA 2363556

CA 2528647

CN 1345413

DE 60104824

DE 69631255

EP 0929885

EP 0966720

EP 1261902

EP 1264296

MXPA01008914

WO 9814926

WO 0019171

WO 0019170

 7

EX-10.2

Exhibit 10.2

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (hereinafter this "Agreement") is made and entered into by and between BBGN&A LLC, a limited liability company established under Nevada law (hereinafter "Licensor"), having its office at [ADDRESS], and EAST COAST DIVERSIFIED CORPORATION, a corporation organized under Nevada law (including its affiliates, hereinaf ter "Licensee"), having its principle office at 120 Interstate North Parkway SE, Suite 445, Atlanta, Georgia 30339 (collectively "Parties").

RECITALS

1.   WHEREAS, Licensor has the right to grant licenses with respect to the Licensed Rights (as hereinafter defined), and wishes to grant such a license to Licensee; and

2.   WHEREAS, Licensee wishes to obtain a license of the Licensed Rights upon the terms and conditions hereinafter set forth

NOW, THEREFORE, in consideration of the premises and the faithful performance of the covenants herein contained it is agreed as follows:

ARTICLE I — DEFINITIONS

For the purpose of this agreement, the following definitions shall apply:

1. Licensed Rights:  Shall mean:

a.  Patent Application Serial No. 61/245,141, filed by Kayode Aladesuyi;

b. Patent Application Serial No. 11/854, 305, filed by Kayode Aladesuyi;

c.  Any and all improvements developed by Licensor, whether patentable or not, relating to the Licensed Rights, which Licensor may now or may hereafter develop, own or control;

d.  Any or all patents, which may issue on patent rights and improvements thereof, developed by Licensor and any and all divisions, continuations, continuations-in-part, reissues and extensions of such patents; and

e.  All rights in and related to (whether held, owned or in the possession of Licensor now or in the future) the LogiBoxx trademark and trade name including all future U.S. trademark registrations related thereto, all logos related thereto and the goodwill appurtenant to each;   each of subsection a. - e. in this ARTICLE I paragraph 1 is owned by Licensor.

2. Gross Sales: Shall mean, for any period of time, all income, revenue or proceeds accrued,recorded or booked by Licensee and its affiliates on an accrual accounting basis, during such period of time.

3. Exclusive License: Shall mean a non-transferable, exclusive license to use the Licensed Rights within the Territory in the course of Licensee's business during the term .of and according to the terms and conditions of this Agreement.

4. Royalty(ies): Shall mean revenues received in the form of cash from Licensee as a result of licensing of the Licensed Rights.

5. Territory: Shall mean the United States of America.

6. Business Day: Shall mean any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

ARTICLE II — GRANT OF EXCLUSIVE LICENSE

1. Licensor hereby grants to the Exclusive License to Licensee.

2. Licensor retains the right to continue to use Licensed Rights in any way for non-commercial purposes.

3. Licensee represents and acknowledges that:

a.   prior to the date hereof, Licensee made use of Licensed Rights;

b.   other than pursuant to this Agreement, Licensee does not have and never has had any claim of interest, right or title to Licensed Rights or any improvements to or upon Licensed Rights.

4. Licensee acknowledges that the Exclusive License herein granted shall be geographically limited to use of Licensed Rights in Territory and does not grant a global license.

ARTICLE III — LICENSE PAYMENTS

1.   For each calendar quarter, no later than the fifteenth (15th) day following the end of the immediately preceding calendar quarter, unless such fifteenth (15th) day is not a Business Day, in which case on the immediately following Business Day, Licensee shall pay to Licensor (or its designee), in immediately available funds, a fee equal to eight percent (8%) of the Gross Sales for such immediately preceding calendar qu arter.

2.   All sums payable by Licensee hereunder shall be paid to Licensor in the United States and in the currency of U.S. dollars.

3.   In the event any Royalties are not paid as specified herein, then a compound annual interest of twenty percent (20%) shall be due to Licensor in addition to the Royalties accrued for the period of default.

ARTICLE IV — REPORTS, BOOKS AND RECORDS

1.   For each calendar quarter, no later than the fifteenth (15th) day following the end of the immediately preceding calendar quarter, Licensee shall deliver to Licensor a written report setting forth the Gross Sales for such immediately preceding calendar quarter. If there are no Gross Sales in such immediately preceding calendar quarter, Licensee shall deliver to Licensor a written statement to that effect.

2.   Licensee shall keep books and records in such reasonable detail as will permit the reports provided for in paragraph 1 of this ARTICLE IV hereof to be determined. Licensee further agrees to permit such books and reports to be inspected by a representative or representatives of Licensor to the extent necessary to verify the reports provided for in paragraph l of this ARTICLE IV hereof; provided, however, that such representative or representatives shall indicate to Licensor only whether the reports and Royalty paid are correct, if not, the reasons why not.

ARTICLE V — MARKING

Licensee agrees to mark or have marked all products made, used or leased by it under the Licensed Rights, if and to the extent such markings shall be practical, with such patent markings as shall be desirable or required by applicable patent laws.

ARTICLE VI — TERMINATION OR CONVERSION TO NON-EXCLUSIVE LICENSE

1. At the option of Licensor, Licensor may terminate this agreement by written notice to

Licensee in case of:

a.   Default in the payment of any Royalties required to be paid by Licensee to Licensor hereunder.

b.   Default in the performance of any other material obligation contained in this agreement on the part of Licensee to be performed and such default shall continue for a period of thirty (30) days after Licensor shall have given to Licensee written notice of such default.

c.   Adjudication that Licensee is bankrupt or insolvent.

d.   The filling by Licensee of a petition of bankruptcy, or a petition or answer seeking reorganization, readjustment or rearrangement of its business or affairs under any law or governmental regulation relating to bankruptcy or insolvency.

e.   The appointment of a receiver of the business or for all or substantially all of the property of Licensee; or the making by Licensee of assignment or an attempted assignment for the benefit of its creditors; or the institution by Licensee of any proceedings for the liquidation or winding up of its business or affairs.

2. Termination of this agreement shall not in any way operate to impair or destroy any of Licensee's or Licensor's right or remedies, either at law or in equity, or to relieve Licensee of any of its obligations to pay Royalties or to comply with any other of the obligations hereunder, accrued prior to the effective date of termination.

3.   Failure or delay by Licensor to exercise its rights of termination hereunder by reason of any default by Licensee in carrying out any obligation imposed upon it by this agreement shall not operate to prejudice Licensor's right of termination for any other subsequent default by Licensee.

4.   Upon termination of this agreement, all of the Licensed Rights shall be returned to Licensor.

ARTICLE VII — TERM

This Agreement shall terminate and be of no further force or effect on September 17, 2015 (hereinafter "Initial Term"), unless renewed pursuant to this Agreement. Following the Initial Term, this Agreement shall automatically renew for additional five (5) year terms (each, a "Renewal Term") unless both Parties agree in writing to non-renewal no fewer than three (3) months prior to the end of the Initial Term or the applicable Renewal Term. In exchange for the renewal of this Agreement after the Initial Term and every Renewal Term, Licensee shall pay a fee (the "Renewal Fee") to Licensor on the date that the applicable Renewal Term begins. The Renewal Fee shall, at the discretion of Licensor, consist of either: 1) an amount equal to Five Hundred and Fifty Thousand Dollars ($550,000) in immediately available funds and in the currency of US Dollars; or 2) an amount of any publicly traded securities of Licensee (such securities to have piggyback registration rights), such amount to equal Five Hundred and Fifty Thousand Dollars ($550,000).

ARTICLE VIII — LICENSED RIGHTS LITIGATION

Unless otherwise directed by Licensor in writing, Licensee shall undertake or direct or cause the undertaking or direction of the defense of any or all of the Licensed Rights with respect to any action, legal or otherwise (each, an "Action"), related to, connected to, or associated with the Licensed Rights (hereinafter "Defense Obligation"). Licensee covenants and agrees to pay and bear any and all costs and expenses, and acknowledges that Licensor shall have no duty, obligation, responsibility or commitment with respect to such Defense Obligation, whether financial, monetary or otherwise. Licensee acknowledges that it has no right or interest whatsoever in or with respect to the proceeds, awards or judgments arising out of, related to, connected with or associated with any Action. Licensee covenants and agrees that if it receives any such proceed, award or judgment, it shall immediately transfer such proceed, award or judgment to Licensor. Defense Obligations undertaken at Licensee's cost shall be performed by patent attorneys, if applicable, selected by Licensor. Both parties shall review and approve any and all documents related to, resulting from, or necessary for performance of such Defense Obligations.

ARTICLE IX — LICENSED RIGHTS FILINGS AND PROSECUTING

Unless otherwise directed by Licensor in writing, Licensee shall undertake or direct or cause the undertaking or direction of the preparation, filling, maintaining or prosecuting the application, new, old or pending, of any or all of the Licensed Rights or of any or all patentable improvements made by inventors (hereinafter "IP Obligations"). Licensee covenants and agrees to pay and bear any and all costs and expenses, and acknowledges that Licensor shall have no duty, obligation, responsibility or commitment with respect to such IP Obligations, whether financial, monetary or otherwise. In the event Licensee refuses to perform any IP Obligation, the rights to such Licensed Rights or improvement upon Licensed Rights, shall be returned Licensor. IP Obligations undertaken at Licensee's cost shall be performed by patent attorneys, if applicable, selected by Licensor. Both parties shall review and approve any and all documents related to, resulting from, or necessary for performance of such IP Obligations.

ARTICLE X — NOTICES, ASSIGNEES

1.   Notices and payments required hereunder shall be deemed properly given if duly sent by first class mail and addressed to the parties at the addresses set forth above. All notices to Licensor shall also include a copy to: BBGN&A LLC, c/o JSBarkats LLC, 18 East 41st Street, 19th Floor, New York, New York 10017. The Parties hereto will keep each other advised of address changes.

2.   Licensee shall not assign any or all of its rights or obligations pursuant to this Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the assigns of Licensor and upon and to the benefit of the successors of the entire business of Licensor, but neither this agreement nor any of the benefits thereof nor any rights there under shall, directly or indirectly, without the prior written consent of Licensor, be assigned, divided, or shared by the Licensor to or with any other party or parties (except a successor of the entire business of the Licensor).

ARTICLE XI — MISCELLANEOUS

1.   Licensee shall indemnify, hold harmless, and defend Licensor and its trustees, members, officers, employees and agents against any and all allegations and actions for death, illness, personal injury, property damage, and improper business practices arising out of the use of the Licensed Rights.

2.   In connection with the performance of this Agreement, each party (the "Receiving Party") may have access to certain confidential and proprietary information of the other party (the "Disclosing Party"). For purposes of this Agreement, "Confidential Information" shall mean any and all information proprietary to the Disclosing Party, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection or protected as an unpublished or published work under the United States Copyright Act, and shall in clude, without limitation, the terms and existence of this Agreement, information relating to intellectual property and to business plans, financial matters, products and services. Recognizing that such information represents valuable assets and property of the Disclosing Party and the harm that may befall the Disclosing Party if any of such Confidential Information is disclosed, the Receiving Party agrees to hold all such Confidential Information in strict confidence and not to use or otherwise disclose any such Confidential Information to third parties without having received the prior consent of the Disclosing Party. Notwithstanding the previous sentence, the confidentiality obligations set forth in this paragraph shall not apply to the extent that any Confidential Information is ordered to be disclosed by a court of competent jurisdiction in a final non-appealable decision or is otherwise required to be disclosed by law (but only to the limited extent of such order or legal requirement).

3.   The parties hereto deem this Agreement to be an agreement that is executed and performed entirely within the State of New York. This Agreement, and all rights and obligations created by it, shall be interpreted in accordance with the laws of the State of New York governing agreements to be executed and performed entirely within the State of New York, without reference to the choice of law provisions thereof. The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York, County of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each par ty hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law

4.   No waiver by a party of any provision of this Agreement shall be considered a waiver of any other provision, or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy, whether at law or equity, shall not prevent the exercise by that party of any other remedy that may be available.

5.   This Agreement inures to the benefit of, and is binding on the parties, their respective heirs, personal representatives, affiliates, successors and permitted assigns, except to the extent of any contrary provision of this Agreement.

6.   If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.   This Agreement may be executed in any number of counterparts, all of which will be construed together and will constitute a single original.

8.   This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. Any subsequent amendment, including an oral modification supported by new consideration, must be reduced to writing and signed by both parties before it will be effective. No amendment to this Agreement, whether written or oral, shall in any way modify or amend this Agreement, increase or expand the Licensee's rights hereunder or abridge or reduce the Licensee's duties, obligations, requireme nts or covenants hereunder without the express prior written consent of the Licensor, in the Licensor's sole discretion. Emails, including emails that bear an electronic "signature block" identifying the sender, do not constitute signed writings for purposes of this agreement.

9. The Parties hereto represent and warrant to each other that they have the full right, power and authority to enter into and perform all of their obligations hereunder, that they are under no legal impediment which would prevent their signing of this Agreement or consummating the same, and to the best of their knowledge, the entering into of this Agreement will not create any default under any other agreement or breach of same to which they or any of their affiliates may be a party or to an order, judgment, or decree to which they may be subject or bound.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have caused this License Agreement to be executed by their duly authorized representatives as of September 17, 2010.

Licensor: BBGN&A LLC
By:	/s/ Kayode Aladesuyi
Name:	Kayode Aladesuyi
Title:	CEO
Licensee: East Coast Diversified Corporation
By:	/s/  Frank Russo
Name:	Frank Russo
Title:	Vice President / Director

EX-10.3

Exhibit 10.3

EAST COAST DIVERSIFIED CORPORATION

2010 INCENTIVE STOCK PLAN

This EAST COAST DIVERSIFIED CORPORATION 2010 Incentive Stock Plan (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company.  These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

1.   Definitions.

(a)   "Board" - The Board of Directors of the Company.

(b)   "Change in Control" - Means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

(i)   The acquisition in one transaction by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act) of shares or other securities (as defined in Section 3(a)(10) of the Exchange Act) representing 51% or more of outstanding Stock of the Company; provided, however, that a Change in Control as defined in this clause (1) shall not be deemed to occur in connection with any acquisition by the Company, an employee benefit plan of the Company or any Person who immediately prior to the effective date of this Plan is a holder of Stock (a "Current Stockholder") so long as such acquisition does not result in any Person other than the Company, such employee benefit plan or such Curr ent Stockholder beneficially owning shares or securities representing 51% or more of the outstanding; or

(ii)   Any election has occurred of persons as directors of the Company that causes two-thirds or more of the Board to consist of persons other than (i) persons who, were members of the Board on the effective date of this Plan and (ii) persons who were nominated by the Board for election as members of the Board at a time when at least two-thirds of the Board consisted of persons who were members of the Board on the effective date of this Plan; provided, however, that any person nominated for election by the Board when at least two-thirds of the members of the Board are persons described in subclause (i) or (ii) and persons who were themselves previously nominated in accordance with this clause (2) shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in subclause (ii); or< /div>

(iii)   Approval by the stockholders of the Company of a reorganization, merger, consolidation or similar transaction (a "Reorganization Transaction"), in each case, unless, immediately following such Reorganization Transaction, more than 50% of, respectively, the outstanding shares of common stock (or similar equity security) of the corporation or other entity resulting from or surviving such Reorganization Transaction and the combined voting power of the securities of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding Stock immediately prior to such Reorganization Transaction in substantially the same proportions as their ownership of the out standing Stock immediately prior to such Reorganization Transaction; or

(iv)   Approval by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company to a corporation or other entity, unless, with respect to such corporation or other entity, immediately following such sale or other disposition more than 50% of, respectively, the outstanding shares of common stock (or similar equity security) of such corporation or other entity and the combined voting power of the securities of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding Stock immediately prior to such sale or disposition in substan tially the same proportions as their ownership of the outstanding Stock immediately prior to such sale or disposition.

(c)   "Code" - The Internal Revenue Code of 1986, as amended from time to time.

(d)   "Committee" - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board who are disinterested persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(e)   "Company" – IX Energy Holdings, Inc. and its subsidiaries including subsidiaries of subsidiaries.

(f)   "ExchangeAct" - The Securities Exchange Act of 1934, as amended from time to time.

(g)   "Fair Market Value" - The fair market value of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee.

(h)   "Grant" - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination, or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

(i)   "Grant Agreement" - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(j)   "Option" - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred to as an "Optionee."

(k)   "Participant" - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan.

(l)   "Restricted Stock Purchase Offer" - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written agreement issued under the Plan.

(m)   "Securities Act" - The Securities Act of 1933, as amended from time to time.

(n)   "Stock" - Authorized and issued or unissued shares of common stock of the Company.

(o)   "Stock Award" - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not obligated to pay additional consideration.

2.   Administration. The Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the Committee. Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) determine which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in th e Plan or any Grant; (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or selection of Participants shall be conclusive and final. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made thereunder.

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3.   Eligibility.

(a)   General:  The persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants to the Company. The term consultant shall mean any person, other than an employee, who is engaged by the Company to render services and is compensated for such services. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or director of the Company subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply with the requirements of Rule 16b-3.

(b)   Incentive Stock Options:  Incentive Stock Options may only be issued to employees of the Company. Incentive Stock Options may be granted to officers or directors, provided they are also employees of the Company. Payment of a director's fee shall not be sufficient to constitute employment by the Company.

The Company shall not grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee holding the right to exercise for the first time in any one calendar year, under all Incentive Stock Options granted under the Plan or any other plan maintained by the Company, with respect to shares of Stock having an aggregate fair market value, determined as of the date the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject to such option, the excess portion of such option shall be considered a Nonstatutory Option. To the extent the emp loyee holds two (2) or more such Options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such Option as Incentive Stock Options under the Federal tax laws shall be applied on the basis of the order in which such Options are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option shall be considered a Nonstatutory Option.

(c)   Nonstatutory Option:  The provisions of the foregoing Section 3(b) shall not apply to any Option designated as a "Nonstatutory Option" or which sets forth the intention of the parties that the Option be a Nonstatutory Option.

(d)   Stock Awards and Restricted Stock Purchase Offers:  The provisions of this Section 3 shall not apply to any Stock Award or Restricted Stock Purchase Offer under the Plan.

4.   Stock.

(a)   Authorized Stock: Stock subject to Grants may be either unissued or reacquired Stock.

(b)   Number of Shares:  Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed Twenty Five Million (25,000,000).  If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be a vailable for future Grants as though not previously covered by a Grant.

(c)   Reservation of Shares:  The Company shall reserve and keep available at all times during the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.

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(d)   Application of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under Stock Purchase Agreements will be used for general corporate purposes.

(e)   No Obligation to Exercise:  The issuance of a Grant shall impose no obligation upon the Participant to exercise any rights under such Grant.

5.   Terms and Conditions of Options. Options granted hereunder shall be evidenced by agreements between the Company and the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve. The form of Incentive Stock Option Agreement attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement for employees, for directors and for consultants, attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to be approved by the Board. Option agreements need not be ident ical, and in each case may include such provisions as the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and conditions:

(a)   Number of Shares: Each Option shall state the number of shares to which it pertains.

(b)   Exercise Price: Each Option shall state the exercise price, which shall be determined as follows:

(i)

Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company ("Ten Percent Holder") shall have an exercise price of no less than 110% of the Fair Market Value of the Stock as of the date of grant; and

(ii)

Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.

For the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination shall be conclusive and binding; provided however, that if there is a public market for such Stock, the Fair Market Value per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National Market System or Small Cap Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing price on such exchange on such date of grant.

(c)   Medium and Time of Payment:  The exercise price shall become immediately due upon exercise of the Option and shall be paid in cash or check made payable to the Company. Should the Company's outstanding Stock be registered under Section 12(g) of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:

(i)   in shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the exercise date, or

(ii)   through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction.

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At the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also be paid (i) by Optionee's delivery of a promissory note in form and substance satisfactory to the Company and permissible under applicable securities rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in such other form of consideration permitted by the Delaware corporations law as may be acceptable to the Board.

(d)   Term and Exercise of Options:  Any Option granted to an employee of the Company shall become exercisable over a period of no longer than five (5) years. In no event shall any Option be exercisable after the expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified by the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the date upon which the Board or the Committee authorizes the granting of such Option.

Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the Option agreement, whether or not other installments are then exercisable.

(e)   Termination of Status as Employee, Consultant or Director:  If Optionee's status as an employee shall terminate for any reason other than Optionee's disability or death, then Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right to exercise the portions of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination, in whole or in part, within 30 days after such termination (or, in the event of "termination for good cause" as that term is defined in Delaware case law related thereto, or by the terms of the Plan or the Option Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all shares covered by the Option).

With respect to Nonstatutory Options granted to employees, directors or consultants, the Board may specify such period for exercise, not less than 30 days (except that in the case of "termination for cause" or removal of a director), the Option shall automatically terminate as of the termination of employment or services as to shares covered by the Option, following termination of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with respect to installment s that the Optionee could have exercised at the date of termination of employment or services. Nothing contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company to terminate the employment or services of an Optionee with or without cause.

(f)   Disability of Optionee:  If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the thirty (30) day period set forth in Section 5(e) shall be a period, as determined by the Board and set forth in the Option, of not less than six months nor more than one year after such termination.

(g)   Death of Optionee:  If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of the Company, the portion of such Optionee's Option which was exercisable at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i) a period, as determined by the Board and set forth in the Option, of not less than six (6) months nor more than one (1) year after Optionee's death, which period shall not be more, in the case of a Nonstatutory Option, than the period for exercise following termination of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser. The Option may be so exercised only with respect to installments exercisable at the time of Optionee's death and not previously exercised by the Optionee.

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(h)   Nontransferability of Option:  No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.

(i)   Recapitalization:  Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination, subdivision or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company; provided, however, the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration" by the Company.   In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization.  In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Paragraph 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to receive substitute options on a consistent basis, and provided further, that any such exercise shall be subject to the consummation of such Reorganization.   Subject to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares subject to the Option would have been entitled by reason of such merger or consolidation. In the event of a change in the Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning of the Plan. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section 5(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of Stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stoc k of any class. The Grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of its business or assets.

(j)   Rights as a Shareholder:  An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 5(i) hereof.

6

(k)   Modification, Acceleration, Extension, and Renewal of Options:  Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Section 422 of the Code and applicable state securities laws. Notwithstanding the provisions of this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee's d etriment or impair any rights or obligations under any Option theretofore granted under the Plan.

(l)   Exercise Before Exercise Date:  At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination of Optionee's employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the Option and such other restrictions and conditions as the Board or Committee may deem advisable.

(m)   Other Provisions:  The Option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate, in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, applicable state securities laws, Delaware corporation law, and the rules promulgated under the foregoing or the rules and regulations of any exchange upon which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise of each Option shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such exercise shall not be effective unless such withholding, listing registration, qualification, consent, approval or exemption shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.

(n)   Repurchase Agreement:  The Board may, in its discretion, require as a condition to the Grant of an Option hereunder, that an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion ("Repurchase Agreement"), (i) restricting the Optionee's right to transfer shares purchased under such Option without first offering such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and (ii) providing that upon termination of Optionee's employment with the Company, for any reason, the Company (or another shareholder of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her employment at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase right lapses at 20% of the number of shares per year, the original purchase price of such shares, and upon terms of payment permissible under the applicable state securities laws; provided that in the case of Options or Stock Awards granted to officers, directors, consultants or affiliates of the Company, such repurchase provisions may be subject to additional or greater restrictions as determined by the Board or Committee.

6.   Stock Awards and Restricted Stock Purchase Offers.

7

(a)   Types of Grants.

(i)   Stock Award.  All or part of any Stock Award under the Plan may be subject to conditions established by the Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation. All Stock Awards will be made pursuant to the execution of a Stock Award Agreement substantially in the form attached hereto as Exhibit C.

(ii)   Restricted Stock Purchase Offer.  A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such (i) vesting contingencies related to the Participant's continued association with the Company for a specified time and (ii) other specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer substantially in the form attached hereto as Exhibit D.

(b)   Conditions and Restrictions.  Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as "Restricted Stock". Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either in the form of installments or a future lump sum distribution. The Boa rd or Committee may permit selected Participants to elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board or Committee to assure that such deferrals comply with applicable requirements of the Code including, at the choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or Committee, may require the payment be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee may establish.

(c)   Cancellation and Rescission of Grants.  Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the Plan and with the following conditions:

(i)   A Participant shall not render services for any organization or engage directly or indirectly in any business which, in the judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose employment has terminated, the judgment of the chief executive officer shall be based on the Participant's position and responsibilities while employed by the Company, the Participant's post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or con flict between the Company and the other organization or business, the effect on the Company's customers, suppliers and competitors and such other considerations as are deemed relevant given the applicable facts and circumstances.  A Participant who has retired shall be free, however, to purchase as an investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized securities exchange or traded over-the-counter, and such investment does not represent a substantial investment to the Participant or a greater than ten percent (10%) equity interest in the organization or business.

8

(ii)   A Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in other than the Company's business, any confidential information or material, as defined in the Company's Proprietary Information and Invention Agreement or similar agreement regarding confidential information and intellectual property, relating to the business of the Company, acquired by the Participant either during or after employment with the Company.

(iii)   A Participant shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development

 9

EX-99.2

Exhibit 99.2

EarthSearch Communications International, Inc.

Balance Sheets

	March 31, 2010		December 31, 2009
	(unaudited)
ASSETS
Current Assets
Cash	$	2,685	$	766
Accounts receivable (net of allowance for doubtful accounts of $0 and $260,577 respectively)		2,423		2,259
Inventory		23,417		-
Prepaid expenses		5,000		5,000
Supplier advances		15,170		29,576
Total Current Assets		48,695		37,601
Property and Equipment, net		24,802		56,024
Other Assets
Capitalized research and development costs (net of accumulated amortization of $420,599 and $367,210 respectively)		220,070		273,458
Escrow deposits		245,000		100,000
Security deposits		4,521		4,521
Total Other Assets		469,591		377,979
Total Assets	$	543,088	$	471,604

See notes to unaudited financial statements.

EarthSearch Communications International, Inc.

Balance Sheets

	March 31, 2010			December 31, 2009
	(unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft	$	-		$	5,207
Loans payable		663,055			646,930
Loans payable - related party		888,155			632,206
Accounts payable and accrued expenses		638,261			655,494
Accrued payroll and related liabilities		993,540			1,123,410
Total Liabilities		3,183,011			3,063,247
Stockholders' Deficit
Common stock, $.01 par value, 200,000,000 shares authorized,
153,300,899 and 136,064,233 issued and outstanding, respectfully					1,360,642
Additional paid-in capital		5,250,101			4,946,622
Deficit accumulated during the development stage		(9,423,033	)		(8,898,907	)
Total Stockholders' Deficit		(2,639,923	)		(2,591,643	)
Total Liabilities and Stockholders' Deficit	$	543,088		$	471,604

See notes to unaudited financial statements.

2

EarthSearch Communications International, Inc.

Statements of Operations

(unaudited)

	For the Three Months Ended
	March 31,			March 31,
	2010			2009
Revenue	$	9,103		$	51,170
Cost of Revenue		8,837			29,210
Gross Profit		266			21,960
Selling, General and Administrative Expenses		479,439			285,903
Loss from Operations		(479,173	)		(263,943	)
Other Income (Expense)
Other income		65			-
Interest expense		(21,979	)		(3,577	)
Loss on disposal of assets		(23,039	)		-
Total Other Income (Expense)		(44,953	)		(3,577	)
Net Loss	$	(524,126	)	$	(267,520	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding During the Period -
Basic and Diluted		142,372,640			77,213,516

See notes to unaudited financial statements.

3

EarthSearch Communications International, Inc.

Statements of Cash Flows

(unaudited)

	For the Three Months Ended
	March 31,			March 31,
	2010			2009
Cash Flows Used In Operating Activities:
Net Loss	$	(524,126	)	$	(267,520	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		57,024			55,223
Loss on disposal of assets		23,039			-
Stock issued in lieu of cash compensation		40,000			-
In kind contribution of services		257,846
Interest accrued on loans payable		18,750			10,125
Changes in operating assets and liabilities:
Security deposits		-			4,521
Accounts receivable, net		(164	)		(17,653	)
Inventory		(1,908	)		(1,590	)
Supplier advances		785			1,018
Bank overdraft		(5,207	)		(8,837	)
Accounts payable and accrued expenses		(17,233	)		52,613
Accrued payroll and related liabilities		(129,870	)		32,055
Net Cash Used In Operating Activities		(281,064	)		(140,045	)
Cash Flows Used In Investing Activities:
Capital expenditures		(3,341	)		-
Capitalized research and development costs		-			(13,910	)
Payments of escrow deposits		(145,000	)		-
Net Cash Used In Investing Activities		(148,341	)		(13,910	)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock		118,000			65,524
Proceeds from loans payable - related party		86,571			135,459
Repayments of loans payable - related party		(83,247	)		(44,364	)
Proceeds from loans payable		310,000			-
Net Cash From Financing Activities		431,324			156,619
Net Increase in Cash		1,919			2,664
Cash at Beginning of Period		766			28
Cash at End of Period	$	2,685		$	2,692

See notes to unaudited financial statements.

4

EarthSearch Communications International, Inc.

Statements of Cash Flows (Continued)

(unaudited)

	For the Three Months Ended
	March 31,		March 31,
	2010		2009
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,229	$	-
Cash paid for taxes	$	-	$	-
Non-cash investing and financing activities:
Issuance of 6,000,000 shares of common stock in conversion of loans payable - related party	$	60,000	$	-

See notes to unaudited consolidated financial statements.

5

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

EarthSearch Communications International, Inc. (the “Company”, “we”, “us”, “our”, or “EarthSearch”) was founded in November 2003 as a Georgia corporation. The Company subsequently re-incorporated in Delaware on July 8, 2005. 

The operations of its former wholly-owned subsidiary, EarthSearch Localizacao de Veiculos, Ltda, were discontinued during 2007.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  The results of operations for the interim period ended March 31, 2010 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2010. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the au dited financial statements in the Company’s Form 8-K filed on April 12, 2010 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Nature of Operations

The Company is an early stage research and development company with specialization in GPS and RFID technology. The Company’s development of GPS devices embedded with RFID modules represents its core technology and products. We have filed a provisional business process patent application with the United States Patent and Trademark Office, and have commenced sales and commercialization of the technology which we expect will result in revenue that will allow us to sustain our current operation and get to a profitable status.

The company launched sales operations in 2008 but subsequently withdrew sales and commercial resources from the market mid-2008 and 2009 due to the negative economic and market conditions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant estimates in the accompanying financial statements include the amortization period for intangible assets, impairment valuation of intangible assets, depreciable lives of the website and property and equipment, valuation of share-based payments and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2010 and December 31, 2009, respectively, the Company had no cash equivalents.

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260-10, “Earnings Per Share.” As of March 31, 2010 and 2009, respectively, there were no common share equivalents outstanding.

6

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Research and Development Costs

Costs incurred internally in researching and developing a computer software product is charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to manufacturing which occurred in January 2007. The amortization of these costs is included in cost of revenue over the estimated life of the products, which is estimated to be 3 years.

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments.  The Company does not have any operating segments as of March 31, 2010.

Revenue Recognition

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition”   (“ASC Topic 605”).  Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  Revenue is recognized when products are received and accepted by the customer.  Risk of loss transfers from the manufacturer to the Company upon shipment of product from the warehouse.

Reclassification

Certain amounts from prior period have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC 105-10, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162” (“SFAS No. 168”).  Under ASC 105-10, the “FASB Accounting Standards Codification” (“Codification”) becomes the source of authoritative U. S. GAAP to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date, the Codification supersedes all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  The adoption of ASC 105-10 did not have to an impact on the Company’s financial statements.

7

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

In June 2009, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance announced the release of ASC 805-10 (Staff Accounting Bulletin (SAB) No. 112).  This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations.  Specifically, the staff updated the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, ASC 805-10, Business Combinations, and ASC 810-10 Non-controlling Interests in Consolidated Financial Statements.  The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission’s official approval.  They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is pe rmitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

NOTE 2 - LOANS PAYABLE

Loans payable consist of the following:

	March 31,		December 31,
	2010		2009
Unsecured $450,000 note payable to Azfar Haque, which bears interest at 9% per annum and was originally due June 15, 2008. The note is currently in default. Accrued interest is equal to $82,430 and $72,305 respectively.	$	532,430	$	522,305
Unsecured $80,000 note payable to Rainmaker Global, Inc. which bears interest at 30% per annum and was originally due December 31, 2009. The note is currently in default. Accrued interest is equal to $12,125 and $6,125 respectively.		92,125		86,125
Unsecured non-interest bearing note payable due on demand by Company to Charms Investments Inc.		185,000		25,000
$25,000 convertible note payable to Charms Investments Inc., which bears interest at 10% per annum and was originally due March 1, 2010.  The due date of the note has been extended to December 31, 2010.  Accrued interest is equal to $625 at March 31, 2010		25,625		-
$30,000 convertible note payable to Charms Investments Inc., which bears interest at 10% per annum and was originally due March 15, 2010.  The due date of the note has been extended to December 31, 2010.  Accrued interest is equal to $625 at March 31, 2010		30,625		-
$55,000 convertible note payable to Charms Investments Inc., which bears interest at 10% per annum and was originally due April 15, 2010.  The due date of the note has been extended to December 31, 2010.  Accrued interest is equal to $875 at March 31, 2010		55,875		-
$40,000 convertible note payable to Charms Investments Inc., which bears interest at 10% per annum and is due October 16, 2010.  Accrued interest is equal to $500 at March 31, 2010.		40,500		-
Unsecured non-interest bearing note payable due on demand by Company to Leonard Marella.		20,000		20,000
Unsecured non-interest bearing note payable due on demand by Company to Steve Palmer.		8,000		8,000
Unsecured non-interest bearing note payable due on demand by Company to Syed Ahmed.		7,000		7,000
Unsecured non-interest bearing note payable due on demand by Company to Alina Farooq.		3,500		3,500
Total	$	1,000,680	$	671,930

8

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

The Company accrued interest expense of $18,750 and $46,625 for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively, on the above loans.

Loans payable – related parties consist of the following:

	March 31,		December 31,
	2010		2009
Unsecured non-interest bearing note payable due on demand by Company to Frank Russo, a Director in the Company.	$	423,006	$	476,206
Unsecured non-interest bearing note payable due on demand by Company to Edward Eppel.		127,524		126,400
Unsecured non-interest bearing note payable due on demand by Company to Andrea Rocha, Company Comptroller and President’s wife		-		2,600
Unsecured non-interest bearing note payable due on demand by Company to Kayode Aladesuyi, Company Chief Executive Officer and President and significant Company shareholder.		-		2,000
Total	$	550,530	$	607,206

NOTE 3 – RELATED PARTIES

Frank Russo, a Director of the Company, is a note holder of the Company (see Note 2 – Loans Payable).   During the three months ended March 31, 2010, Mr. Russo converted $60,000 of the note into 6,000,000 shares of the Company’s common stock.  Also during the quarter ended March 31, 2010, the Company borrowed $16,800 from and repaid $10,000 to Mr. Russo.

Edward Eppel, a Director of the Company, is a note holder of the Company (see Note 2 – Loans Payable).  During the quarter ended March 31, 2010, the Company borrowed $1,124 from Mr. Eppel.

Andrea Rocha, Comptroller of the Company, is the wife of Kayode Aladesuyi, the Company’s Chief Executive Officer, President and a Director of the Company.  Ms. Rocha was a note holder of the Company (see Note 2 – Loans Payable).  During the quarter ended March 31, 2010, the Company repaid the note to Ms. Rocha.

Kayode Aladesuyi is a note holder of the Company (see Note 2 – Loans Payable).  During the quarter ended March 31, 2010, the Company repaid the note to Mr. Aladesuyi.  Also during the three months ended March 31, 2010, the Company issued 4,000,000 of common stock to Mr. Aladesuyi for services (see Note 4 – Stockholders’ Deficit).

During the three months ended March 31, 2010, officers and shareholders of the Company contributed services having a fair market value of $257,846 (see Note 4 – Stockholders’ Deficit).

NOTE 4 - STOCKHOLDERS’ DEFICIT

Common Stock Issued for Cash

During the three months ended March 31, 2009, the Company issued 1,961,709 shares of common stock for a total of $65,524 ($0.033 per share).

During the three months ended March 31, 2010, the Company issued 7,236,666 shares of common stock for a total of $118,000 ($0.016 per share).

9

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

Common Stock Issued in Conversion of Debt

During the three months ended March 31, 2010, the Company issued 6,000,000 shares of common stock in the conversion of $60,000 of a note payable to a related party (see Note 3 – Related Parties).

Stock Issued for Services

During the three months ended March 31, 2010, the Company issued 4,000,000 of common stock to Kayode Aladesuyi, the Company’s Chief Executive Office, President and a Director of the Company, for services (see Note 3 – Related Parties).

In-Kind Contribution of Services

During the three months ended March 31, 2010, officers and shareholders of the Company contributed services having a fair market value of $257,846 (see Note 3 – Related Parties).

NOTE 5 – ESCROW DEPOSITS

On December 18, 2009, the principal shareholders (the “Sellers”) of East Coast Diversified Corporation (“ECDC”) entered into a Securities Purchase Agreement (the “Agreement”) with Kayode Aladesuyi (the “Buyer”), the President of the Company, pursuant to which Sellers, owners of record and beneficially an aggregate of 7,029,950 shares of Common Stock, par value $0.001 per share (“Common Stock”) of ECDC, agreed to sell and transfer Sellers' 7,029,950 shares of Common Stock (the "Sellers’ Shares”) to the Buyer for total consideration of Three Hundred Thousand ($300,000) Dollars. The Agreement also provides that the Company will enter into a share exchange agreement with the Company.

In connection with this transaction the Company deposited $220,000 as of March 31, 2010 and $100,000 as of December 31, 2009 in escrow towards the final purchase price of the transaction.  The escrow deposits will be reimbursed to the Company by the ultimate investors acquiring the Sellers’ shares.

On January 15, 2010, ECDC and the Company executed a Share Exchange Agreement pursuant to which ECDC agreed to issue 35 million restricted shares to the shareholders of the Company for 100% of the their outstanding shares. The final closing was concluded and is effective April 2, 2010. The board of ECDC passed a resolution electing the board and management of the Company and effectively resigned from the board of ECDC.

On January 26, 2010, the Company began negotiations with G-TECHONOLOGIES SDN BHD (“G-TECH”), a Malaysian entity, to acquire a 10% interest of G-TECH and issued a $25,000 refundable deposit with G-TECH.  The Company is currently performing its due diligence of G-TECH and is continuing its negotiations.

NOTE 6 - GOING CONCERN

The accompanying 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.  The Company has incurred a net loss of $524,126 and $267,520 for the quarters ended March 31, 2010 and 2009 and has incurred cumulative losses since inception of $9,423,033.  The Company has a stockholders’ deficit of $2,639,923 at March 31, 2010.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and implement its business plan.  No assurance can be given that the Company will be successful in these efforts.

10

EarthSearch Communications International, Inc.

Notes to Financial Statements

March 31, 2010

(unaudited)

The 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 provide the opportunity for the Company to continue as a going concern.

NOTE 7 - LEGAL

July 13, 2010, the Company was named in a lawsuit captioned ArrivalStar S.A. and Melvino Technologies Limited v. EarthSearch Communications International, Inc.. U.S. District Court, Northern District of Illinois, 1:10-CV-04349.  The lawsuit alleges that EarthSearch had infringed on various patents.  On September 1, 2010, both parties agreed to a Settlement, Release and License Agreement which provides numerous domestic and international patents usable by EarthSearch for minimal fees.

NOTE 8 - SUBSEQUENT EVENTS

On January 15, 2010, ECDC and the Company executed a Share Exchange Agreement pursuant to which ECDC agreed to issue 35 million restricted shares to the shareholders of the Company for 100% of the their outstanding shares. The final closing was concluded and is effective April 2, 2010. The board of directors of ECDC passed a resolution electing the board and management of the Company and effectively resigned from the board of ECDC.

The Share Exchange Agreement will be accounted for as a recapitalization wherein EarthSearch is considered the acquirer for accounting and financial reporting purposes.

On July 9, 2010, the Company issued 500,000 shares of its common stock in conversion of $25,000 of notes payable with a related party.

On July 16, 2010, the Company issued 500,000 shares of common stock in a private placement for $19,975 cash ($0.04 per share).

On July 26, 2010, the Company issued 1,645,000 shares of common stock to eight shareholders in a private placement for an aggregate of $129,250 cash ($0.079 per share).

On August 3, 2010, the Company issued 200,000 shares of its common stock for future services.

On August 5, 2010, the Company issued 1,000,000 shares of common stock in a private placement for $40,000 cash ($0.04 per share).

On August 5, 2010, the Company issued 500,000 shares of its common stock for future services.

On September 1, 2010, the Company executed a Settlement, Release and License Agreement for various domestic and international patents (see Note 7 - Legal).

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On September 1, 2010, the Company’s Board of Directors authorized to increase the Company’s authorized Common Stock to 200 million (200,000,000) shares.

On September 17, 2010, the Company’s Board of Directors authorized a twenty-five million share common stock incentive plan (the “2010 Stock Incentive Plan”) for our management and consultants to be registered under a registration statement on Form S-8.

The Company’s Board of Directors unanimously agreed to grant two million shares to Mr. Aladesuyi, under the 2010 Stock Incentive Plan dated September 17, 2010, in lieu of unpaid salary of $87,500 out of an accrued aggregate of $175,000.  Such shares of common stock shall be issued from the shares registered under a registration statement on Form S-8 representing the 2010 Stock Incentive Plan.

Mr. Aladesuyi used to own various patents and we have used those certain patents, Application No. 61/245,141 and 11/854,305.  On September 17, 2010 the Company obtained, without prepayment, the United States exclusive rights to use those patents for a renewable period of 5 years pursuant to a certain license agreement with BBGN&A LLC, a Nevada limited liability company, the entity currently owning the patents.  Mr. Aladesuyi is the majority owner of BBGN&A LLC.

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EX-99.3

Exhibit 99.3

East Coast Diversified Corporation

PRO-FORMA COMBINED FINANCIAL STATEMENTS

March 31, 2010

(Unaudited)

East Coast Diversified Corporation

CONTENTS

PAGE	1	PRO-FORMA COMBINED BALANCE SHEET AT MARCH 31, 2010 (Unaudited)
PAGE	2	PRO-FORMA COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 (Unaudited)
PAGE	3	SIGNIFICANT NOTES AND ASSUMPTIONS TO PRO-FORMA COMBINED FINANCIAL STATEMENTS (Unaudited)

East Coast Diversified Corporation

Pro Forma Combined Balance Sheet

March 31, 2010

(Unaudited)

								Pro Forma Adjustments				March 31,
	Historical							Dr		Cr		2010
ASSETS	EarthSearch Communications International, Inc.			East Coast Diversified Corporation								Pro Forma
Current assets
Cash and cash equivalents	$	2,685		$	6							$	2,691
Accounts receivable, net		2,423			-								2,423
Inventory		23,417			-								23,417
Prepaid expenses		5,000			-								5,000
Supplier advances		15,170			-								15,170
Total current assets		48,695			6								48,701
Other assets
Fixed assets, net		24,802			-								24,802
Intangibles, net		220,070			-								220,070
Escrow deposits		245,000			-								245,000
Security deposits		4,521			0								4,521
Total Other Assets		494,393			-								494,393
Total Assets	$	543,088		$	6							$	543,094
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Liabilities
Current liabilities
Loans payable	$	663,055		$	-							$	663,055
Loans payable - related party		888,155			-								888,155
Accounts payable and accrued expenses		638,261			53,000								691,261
Accrued payroll and related liabilities		993,540			-								993,540
Total current liabilities		3,183,011			53,000								3,236,011
Total liabilities		3,183,011			53,000								3,236,011
Stockholders' deficiency
Common Stock		1,533,009			47,661		3		1,433,002				47,661
							3		100,007
Additional paid-in capital		5,250,101			7,910,887		2		8,011,542				6,216,383
							3				1,433,002
							3		366,065
Accumulated deficit		(9,423,033	)		(8,011,542	)	2				8,011,542		(8,766,373	)
					-		3				656,660
Total ECDC stockholders' deficiency		(2,639,923	)		(52,994	)							(2,502,329	)
Noncontrolling interest							3		190,588				(190,588	)
Total stockholders' deficiency		(2,639,923	)		(52,994	)							(2,692,917	)
Total liabilities and stockholders' deficiency	$	543,088		$	6							$	543,094

See Summary of Significant Notes and Assumptions to Pro Forma Financial Statements

1

East Coast Diversified Corporation

Proforma Combined Statement of Operations

For the Three Months Ended March 31, 2010

(Unaudited)

											Three Months
											Ended
								Pro Forma Adjustments			March 31,
	Historical							Dr	Cr		2010
	EarthSearch Communications International, Inc.			East Coast Diversified Corporation							Pro Forma
Revenues	$	9,103		$	-						$	9,103
Cost of sales		8,837			-							8,837
Gross profit		266			-							266
Selling, general and administrative		479,439			-							479,439
Operating loss		(479,173	)		-							(479,173	)
Other income (expense)		(44,953	)		(3,225,791	)	1			3,225,791		(44,953	)
Loss before taxes		(524,126	)		(3,225,791	)						(524,126	)
Income taxes		-			-							-
Net loss	$	(524,126	)	$	(3,225,791	)					$	(524,126	)

See Summary of Significant Notes and Assumptions to Pro Forma Financial Statements

2

East Coast Diversified Corporation

SIGNIFICANT NOTES AND ASSUMPTIONS TO PRO-FORMA FINANCIAL

STATEMENTS

(Unaudited)

(1) The accompanying unaudited pro-forma financial information reflects the financial statements of East Coast Diversified Corporation ("ECDC") and EarthSearch Communications International, Inc. ("EarthSearch") regarding a planned acquisition of EarthSearch. The pro-forma adjustments to the balance sheet give effect to the acquisition as if it occurred on March 31, 2010 and the pro-forma statement of operations gives effect to the acquisition as if it occurred on January 1, 2010.  ECDC has a different end of quarter compared to EarthSearch therefore, for the purposes of this proforma, the January 31, 2010 financials for ECDC were used for the March 31, 2010 financials.  The differences are immaterial.  The acquisition is treated as a recapitalization of EarthSearch since ECDC became an ina ctive publicly-held corporation at the merger date and the stockholders of EarthSearch obtained a controlling interest in the voting common stock of ECDC and management control of ECDC as a result of the acquisition.  Accordingly, the assets and liabilities of ECDC are recorded at their historical cost on the books of EarthSearch with a balancing charge to additional paid-in capital.  In addition, the common stock issued to the EarthSearch stockholders is recorded at ECDC's par value with a balancing charge to additional paid-in capital.  Under recapitalization accounting, the historical results of operations are those of EarthSearch and the results of operations of ECDC are included only from the acquisition date.

(2) Significant assumptions include (a) the stockholders of EarthSearch based on December 31, 2009 shares outstanding in EarthSearch, are issued 35,000,000 new ECDC common shares at a $.001 par value, (b) no operations of ECDC are included from the acquisition date since it is assumed that if EarthSearch obtained control of ECDC on January 1, 2010, the operations of ECDC would have ceased at that time.  In addition, no transactions that may have occurred subsequent to March 31, 2010 have been considered.

(3) The following reflect the pro forma adjustments as of March 31, 2010.

The first adjustment is to reverse the income statement of ECDC.

Loss on conversion of debt	$	3,225,551
Interest expense	$	240

The second adjustment is to reverse the accumulated deficit of accounting acquiree, ECDC.

Additional paid-in capital	$	8,011,542
Accumulated deficit			$	8,011,542

The third adjustment is to reclassify equity for the effects of the recapitalization.

Common stock	$	1,433,002
Additional paid-in capital			$	1,433,002

The fourth adjustment is to record minority interest in EarthSearch.

Common stock	$	100,007
Additional paid-in capital	$	366,065
Minority interest	$	190,588
Accumulated deficit			$	656,660

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