S-1

As filed with the Securities and Exchange Commission on March 21, 2008

 Registration No._______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EASTERN RESOURCES, INC.

(Exact name of registrant as specified in its charter)  

Delaware (State or other jurisdiction of incorporation or organization) 7812 (Primary Standard Industrial Classification Code Number) 45-0582098 (I.R.S. Employer Identification Number)

4 Park Avenue, Suite 16K

New York, NY  10016

(917) 687-6623

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

Thomas H. Hanna, Jr., President

c/o Eastern Resources, Inc.

4 Park Avenue, Suite 16K

New York, NY  10016

(917) 687-6623

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Adam S. Gottbetter, Esq.

Gottbetter & Partners, LLP

488 Madison Avenue, 12th Floor

New York, NY  10022  

(212) 400-6900

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. T

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer  o                                                                         Accelerated filer                 o

Non-accelerated filer    o                                                                         Small reporting company  T

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per unit(3)		Proposed maximum aggregate offering price(4)		Amount of registration fee
common stock, par value $0.001 per share	8,529,000 shares	$	0.10	$	852,900	$	34

(1)   Consists of 8,529,000 issued and outstanding shares of common stock.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends, anti-dilution provisions or similar transactions.

(3)   This price was arbitrarily determined by Eastern Resources, Inc.

(4)   Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.  The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated March 21, 2008

PROSPECTUS

EASTERN RESOURCES, INC.

8,529,000 SHARES OF COMMON STOCK

INITIAL PUBLIC OFFERING

The selling stockholders named in this prospectus are offering up to 8,529,000 shares of our common stock, par value $0.001 per share, through this prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of common stock by the selling stockholders.  We have, however, set an offering price for these securities of $0.10 per share.

The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at $0.10 per share until such time as the shares of our common stock are traded on the OTC Bulletin Board.  Although we intend to apply for quotation of our common stock on the OTC Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the OTC Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling stockholders.

Investing in our common stock involves risks.  Before making any investment in our securities, you should read and carefully consider risks described in the “Risk Factors” section beginning on page 4 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment thereto.  We have not authorized anyone to provide you with different information.  This prospectus may only be used where it is legal to sell these securities.  The information in this prospectus is only accurate on the date of this prospectus, regardless of the time of any sale of securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

This prospectus is dated __________, 2008

TABLE OF CONTENTS

SUMMARY	3
RISK FACTORS	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
SELLING STOCKHOLDERS	11
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	14
DILUTION	14
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14
PLAN OF OPERATION	15
DESCRIPTION OF BUSINESS	18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	24
EXECUTIVE COMPENSATION	25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	26
PLAN OF DISTRIBUTION	26
DESCRIPTION OF SECURITIES	28
LEGAL MATTERS	29
INTERESTS OF NAMED EXPERTS	29
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	29
ORGANIZATION WITHIN THE LAST FIVE YEARS	29
WHERE YOU CAN FIND MORE INFORMATION	29
FINANCIAL STATEMENTS	F-1

SUMMARY

This summary is not complete and does not contain all of the information that should be considered before investing in our common stock.  Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our common stock discussed under the “Risk Factors” section, and our financial statements and the accompanying notes.

Our Company

Eastern Resources, Inc. was incorporated in the State of Delaware on March 15, 2007.  We recently completed production, through our wholly owned subsidiary, Buzz Kill, Inc., of a feature length major motion picture entitled BuzzKill and plan to market it to distributors in the United States and abroad.

We plan to produce a wide range of independent films outside the traditional studio system.  We seek films with original content that intrigue and inspire as much as they entertain.  Our business goals are to distribute profitable films for theatrical release, and exploit all methods of delivery worldwide.

We intend to execute our business plan through the acquisition of unique films from a broad spectrum of independent writers, directors and producers.  Each project will become an independent production company, created as a subsidiary of Eastern Resources, Inc.  Our company will fund the projects and own the films with the intent of building a library with rights to DVD, book and other reproductive media for sales to the public.

Our principal offices are located at 4 Park Avenue, Suite 16K, New York, NY  10016, and our telephone number is (917) 687-6623.  Our fiscal year end is December 31.

The Offering

Securities Being Offered	Up to 8,529,000 shares of our common stock
Offering Price and Alternative Plan of Distribution	The offering price of the common stock is $0.10.  We intend to apply to the OTC Bulletin Board to allow for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  If our common stock becomes so traded and a market for the stock develops, the actual offering price will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders.  The offering price would thus be determined by market factors and the independent decisions of the selling stockholders.
Securities Issued and Outstanding	20,029,000 shares of our common stock are issued and outstanding as of March 14, 2008.  All 8,529,000 shares of common stock to be sold under this prospectus will be sold by existing stockholders.  There will be no increase in our issued and outstanding shares as a result of this offering.
Use of Proceeds	We will not receive any proceeds from the sale of common stock offered under this prospectus by the selling stockholders.

Summary Financial Information

Balance Sheet Data	December 31, 2007
Cash	$	75,768
Total Assets	$	1,292,676
Total Liabilities	$	593,647
Total Stockholders’ Equity	$	699,029

Statement of Operations	From March 15, 2007 (Inception) through Dec. 31, 2007
Revenue	$	0
Net Loss for the Period	$	153,871

3

RISK FACTORS

An investment in shares of our common stock is highly speculative and involves a high degree of risk.  We face a variety of risks that may affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict.  The following discussion addresses those risks that management believes are the most significant, although there may be other risks that could arise, or may prove to be more significant than expected, that may affect our operations or financial results.  Only those investors who can bear the risk of loss of their entire investment should participate in this offering.  Prospective investors should carefully consider the following risk factors in evaluating an investment in our common stock.

Risks Related to Our Company and Our Business

We face substantial capital requirements and financial risks.

The nature of our business is such that significant initial expenditures are required to produce, distribute and market a motion picture, while revenues from a film are earned over an extended period of time after its completion.  A significant amount of time may elapse between our expenditure of funds and the receipt of commercial revenues from our motion picture.  If we increase our production budget, we may be required to increase overhead and/or make larger up-front payments to talent and consequently bear greater financial risks.  Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

The costs of producing and marketing feature films have generally increased in recent years.  These costs may continue to increase in the future, which may make it more difficult for our films to generate a profit.  Historically, production costs and marketing costs have risen at a higher rate than increases in either the number of domestic admissions to movie theaters or admission ticket prices.

If we do not obtain additional financing, our business may fail.

We may not be able to expand or maintain our operations in the future without obtaining additional financing.  If additional financing is not available or obtainable, investors may lose a substantial portion or all of their investment.  We believe that our existing financial resources will not be sufficient to fund capital and operating requirements through such time as we are able to complete our business plan.  Accordingly, we will likely need to seek additional financing to fund our operations in the future.  Such additional funds may be raised through the issuance of equity, debt, convertible debt or similar securities that may have rights or preferences senior to those of the common shares.  Moreover, if adequate funds are not available to satisfy our short-term or long-term capital requirements, we would be required to limit our operations significantly or cease operations entirely.  We have no immediate means for obtaining additional financing.  There can be no assurance that such additional financing, when and if necessary, will be available to us on acceptable terms, or at all.

Because we have no operating history, we face the risks inherent to new business ventures which may lead to the failure of our company.

We have no operating history upon which to base any projection as to the likelihood we will prove successful in our current business plan, and thus there can be no assurance that we will achieve profitable operations or even generate any operating revenues.  Potential investors should be aware that there is a substantial risk of failure associated with new business ventures as a result of problems encountered in connection with their commencement of new operations.  These include, but are not limited to, unanticipated problems relating to the marketing and sale of new film products in the marketplace, the entry of new competition, and unknown or unexpected additional costs and expenses that may exceed current estimates.  There is no operating history upon which to base any projections as to the likelihood that we will prove successful in our current business plan, and thus there can be no assurance that we will be successful.

As a development stage company, we have no revenues to sustain our operations.

We are a development stage company that is currently developing a business.  These conditions raise substantial doubt as to our continuance as a going concern.  To date, we have completed production of one feature film and are looking for distribution.  We can provide no assurance that any other films will be completed or sold.  The success of our business operations will depend upon our ability to obtain further financing to complete successful development of our business plan and attain profitable operations.  It is not possible at this time to predict with assurance the outcome of these matters.  If we are not able to complete the successful development of our business plan and attain sustainable profitable operations, then our business will fail.

Our company is susceptible to industry trends and general economic conditions.

The film production business is capital intensive and affected by changes in the general economy, interest rates, availability of capital, and the film/entertainment industry.  External events that are political, economic, or even weather-driven in nature can cause sudden declines in audience participation.

Furthermore, there can be no assurance that the audiences for motion pictures will remain constant.  There can be no assurance that every film will have a sufficient audience to produce a profit.  If more than one film in succession should fail, our ability to survive could be threatened.

4

Because the film making industry is inherently risky, our films may fail under a number of different scenarios.

Substantially, all of our operating revenue will be derived from the production of motion pictures for theatrical exhibition, television and other markets.  The motion picture and television industries are highly speculative and involve a substantial degree of risk.  Each motion picture is an individual artistic work, and its commercial success is primarily determined by audience reaction, which is unpredictable; accordingly, there can be no assurance as to the financial success of any motion picture.  Even if a production is a critical or artistic success, there is no assurance that it will be profitable.  Relatively few motion pictures return a profit to investors.  There can be no assurance that a motion picture will recoup its production costs.  There is a high degree of risk that any motion picture we produce will not return all or any portion of our investment.  The completion and commercial success of a motion picture depends upon factors, such as:

·   talent and crew availability;

·   financing requirements;

·   distribution strategy, including the time of the year and the number of venues in which the production will be shown;

·   the number, quality and acceptance of other competing films released into the marketplace at or near the same time;

·   critical reviews;

·   the availability of alternative forms of entertainment and leisure time activities;

·   piracy and unauthorized recording, transmission and distribution of motion pictures;

·   general socioeconomic conditions and political events;

·   weather conditions; and

·   other tangible and intangible factors.

To some extent, these risks can be limited by insurance.  It is not possible to insure against all risks, and it is sometimes impossible to continue production, notwithstanding the receipt of insurance proceeds, if any.

Motion picture piracy, which may intensify, could decrease the revenue we receive from the exploitation of our films.

Piracy and the unauthorized recording, transmission and distribution of our content will be challenges that we will have to face.  Motion picture piracy is already prevalent outside of the United States, Canada and Western Europe and in countries where we may have difficulty enforcing our intellectual property rights.  Technological advances, such as the digital distribution of motion pictures, could increase the prevalence of piracy, including in the United States, because such advances simplify the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts on free TV and the Internet.  The proliferation of unauthorized copies of our products could have an adverse effect on our business, financial condition and results of operations and decrease the revenue we receive from our legitimate products.  Additionally, in order to contain this problem, we may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue.  We cannot assure you that even the highest levels of security and anti-piracy measures will prevent piracy.

Motion picture trade associations such as the Motion Picture Association of America monitor the progress and efforts made by various countries to limit or prevent piracy.  Some of these trade associations have initiated voluntary embargoes on motion picture exports to certain countries in the past to exert pressure on the governments of those countries to become more aggressive in preventing motion picture piracy.  In addition, the U.S. government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S. produced motion pictures.  There can be no assurance, however, that voluntary industry embargoes or U.S. government trade sanctions will be enacted or, if enacted, effective.  If enacted, such actions could impact the amount of revenue that we realize from the international exploitation of motion pictures depending upon the countries subject to such action and the duration and effectiveness of such action.  If embargoes or sanctions are not enacted or if other measures are not taken, we may lose an indeterminate amount of additional revenue as a result of motion picture piracy.

5

Finding a distributor will be key to our success.

A prerequisite for many films success is the purchase of its distribution rights by one of a limited number of distribution companies.  Such companies purchase the distribution rights to a film, advertise and market the film, see that the film will be shown in theaters and exploit the film in other available markets and media.  Many distributors have arrangements with companies already in place, assuring that their films will be shown in theaters.  Distributors also commit resources to the advertising and marketing of films, making them more attractive to audiences and other markets.

A distributor looks at a number of factors in determining whether or not it wants to ultimately distribute a particular film:

·   personal taste

·   perceived marketability

·   cost of purchasing the rights to the film

·   the film’s genre

·   the film’s director

·   the attached talent and its performance

·   the story line

·   success at festivals

·   overall quality of the film

Sometimes demonstrating strength in all these areas is not enough to secure a distributor.  Although sometimes qualitative standards are applied, it is more likely that a distributor is attracted to a certain film for subjective reasons.  We cannot assure you that we will be able to secure a distributor on acceptable terms, if at all.

A distributor’s failure to promote our motion picture adequately would adversely affect our business.

Distributors’ decisions regarding the timing of release and promotional support of motion pictures are important in determining the success of these pictures.  We do not control the timing and manner in which a distributor would distribute our motion picture.  Any decision by those distributors not to promote our motion picture or to promote our competitors’ motion pictures to a greater extent than they promote ours could have a material adverse effect on our business, results of operations and financial condition.

Our receipt of minimum guarantees does not eliminate the risks we face when we license distribution rights.

We often receive a minimum guarantee for licensing distribution rights to sub-distributors, typically with respect to international rights.  However, these minimum guarantees do not assure the profitability of our motion pictures or our operations.  Additional revenues may be necessary from distribution of a motion picture in order for us to recover any investment in excess of the aggregate minimum guarantees, pay for distribution costs, continue acquisition and development of other motion pictures, and cover general overhead.  Licensing distribution rights to sub-distributors in exchange for minimum guarantees may also result in us receiving lower revenues with respect to highly successful films.

Our success depends on the commercial success of motion pictures generally, which is unpredictable.

Operating in the motion picture industry involves a substantial degree of risk.  Each motion picture is an individual artistic work, and inherently unpredictable audience reactions determine commercial success.  Generally, the popularity of our motion picture will depend on many factors, including the critical acclaim it receives, the format of its initial release (for example, theatrical or direct-to-video), the actors and other key talent, the genre and its specific subject matter.  The commercial success of our motion picture also depends upon the quality and acceptance of films that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change.  We cannot predict the future effects of these factors with certainty, any of which could have a material adverse effect on our business, results of operations and financial condition.

In addition, because a motion picture’s performance in ancillary markets, such as home video and pay and free television, is often directly related to its box office performance or television ratings, poor box office results may negatively affect future revenue streams.  Our success will depend on the experience and judgment of our management to select and develop new investment and production opportunities.  We cannot make assurances that our motion picture will obtain favorable reviews or ratings or that our motion picture will perform well at the box office or in ancillary markets.

6

Budget overruns may adversely affect our business.

Our business model requires that we be efficient in the production of our motion picture.  Actual motion picture costs often exceed their budgets, sometimes significantly.  The production, completion and distribution of motion pictures are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control.  Risks such as death or disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production.  If our motion picture production incurs substantial budget overruns, we may have to seek additional financing to complete production.

In addition, if our motion picture production incurs substantial budget overruns, we cannot assure you that we will recoup these costs.  Increased costs incurred with respect to a particular film may correlate to such film not being ready for release at the intended time and the postponement to a potentially less favorable time, all of which could cause a decline in box-office performance, and thus the overall financial success of such film.  Budget overruns could also prevent a picture from being completed or released.

We face substantial competition in all aspects of our business.

The motion picture industry is extremely competitive.  The competition comes from both companies within the same business and companies in other entertainment media which create alternative forms of leisure entertainment.  We compete with several “major” film studios which are dominant in the motion picture industry, as well as with numerous independent motion picture and television production companies, television networks and pay television systems for the acquisition of literary properties, the services of performing artists, directors, producers and other creative and technical personnel, and production financing.  Many of the organizations with which we compete have significantly greater financial and other resources than we do.  The majors are typically large, diversified entertainment concerns or subsidiaries of diversified corporations which have strong relationships with creative talent, exhibitors and others involved in the entertainment industry, and whose non-motion picture operations provide stable sources of earnings that offset variations in the financial performance of their motion picture operations.

The entertainment industry is currently evolving into an industry in which certain multi-national multi-media firms, because of their control over key film, magazine and television content, as well as key network and cable outlets, will be able to dominate the communications industries in the United States.  These organizations have numerous competitive advantages, such as the ability to acquire financing for their projects and to make favorable arrangements for the distribution of completed films.  If we are unable to compete in this intense industry, our business will fail.

An oversupply in the market could hinder our films from competing effectively.

The number of motion pictures released by our competitors, particularly the major U.S. studios, may create an oversupply of product in the market, reduce our share of box office receipts and make it more difficult for our film to succeed commercially.  Oversupply may become most pronounced during peak release times, such as school holidays and national holidays, when theater attendance is expected to be highest.

Moreover, we cannot guarantee that we can release our film when it is scheduled.  In addition to production or other delays that might cause us to alter our release schedule, a change in the schedule of a major studio may force us to alter the release date of a film because we cannot always compete with a major studio’s larger promotion campaign.  Any such change could adversely impact our financial performance.  In addition, if we cannot change our schedule after such a change by a major studio because we are too close to the release date, the major studio’s release and its typically larger promotion budget may adversely impact the financial performance of our film.

The limited supply of motion picture screens compounds this product oversupply problem.  Currently, a substantial majority of the motion picture screens in the U.S. typically are committed at any one time to only 10 to 15 films distributed nationally by major studio distributors.  In addition, as a result of changes in the theatrical exhibition industry, including reorganizations and consolidations and the fact that major studio releases occupy more screens, the number of screens available to us when we want to release our picture may decrease.  If the number of motion picture screens decreases, box office receipts, and the correlating future revenue streams, such as from home video and pay and free television, of our motion picture may also decrease, which could have a material adverse effect on our business, results of operations and financial condition.

Protecting and defending claims against intellectual property claims may have a material adverse effect on our business.

Our ability to compete depends, in part, upon successful protection of our intellectual property.  We do not have the financial resources to protect our rights to the same extent as major studios.  We will attempt to protect proprietary and intellectual property rights to our production through available copyright and trademark laws and licensing and distribution arrangements with reputable companies in specific territories and media for limited durations.  Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries.  We may also distribute our products in other countries in which there is little effective copyright or trademark protection.  As a result, it may be possible for unauthorized third parties to copy and distribute our production or certain portions or applications of our intended production.

Litigation may also be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.  Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations and financial condition.

7

Because our business is subject to intellectual property right laws, our business may suffer due to illegal replication of our films or our own unintentional infringement upon other’s proprietary interests.

We plan to copyright all of our film properties and projects.  Litigation may be necessary in the future to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity.  Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition.

One of the risks of the film production business is the possibility that others may claim that our production and production techniques misappropriate or infringe the intellectual property rights of third parties with respect to their previously developed films, stories, characters, other entertainment or intellectual property.  Any such assertions or claims may materially adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on our business, financial condition or results of operations.  If any claims or actions are asserted against us, we may seek to settle such claim by obtaining a license from the plaintiff covering the disputed intellectual property rights.  We cannot provide any assurances, however, that under such circumstances a license, or any other form of settlement, would be available on acceptable terms if at all.

We face risks from doing business internationally.

We may distribute our motion picture outside the United States through a distributor or other third party licensee.  As a result, our business could become subject to certain risks inherent in international business, many of which are beyond our control.  These risks include:

·   fluctuating foreign exchange rates;

·   differing cultural tastes and attitudes;

·   financial instability and increased market concentration of buyers in foreign television markets;

·   differing degrees of protection for intellectual property;

·   laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

·   changes in local regulatory requirements, including restrictions on content;

·   the instability of foreign economies and governments; and

·   war and acts of terrorism.

Events or developments related to these and other risks associated with international trade could adversely affect our revenues from non-U.S. sources.

There may be no dividends declared in the foreseeable future.

Payment of dividends on our common stock is within the discretion of the Board of Directors and will depend upon our future earnings, capital requirements, financial condition and other relevant factors.  It should be noted that we currently have no plan to declare any dividends in the foreseeable future.  As a result, you should not rely on an investment in our securities if you require dividend income.  Capital appreciation, if any, of our shares may be your sole source of gain for the foreseeable future.  Moreover, you may not be able to resell your shares in our company at or above the price you paid for them.  Currently, there is no market in which to sell your shares and one may never develop.

Because the share price was determined arbitrarily, there is no relationship between the share price and book value of the company or other objective criteria.

The $0.10 per share offering price of our common stock was chosen using the last sales price of our stock from our most recent private offering of common stock.  We arbitrarily determined the share price of the shares and the maximum offering amount of the shares.  Among the factors considered were:  (1) the current immediate needs of our company, (2) our uncertain prospects, (3) the current condition of the financial markets, and (4) current offerings in the our principal markets.  There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.

8

Our issuance of preferred stock could diminish the value of your common stock.

Our certificate of incorporation authorizes the issuance of preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors.  Our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the common stock (or any remaining outstanding warrants).  The preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company, which could have the effect of discouraging bids for our company and, thereby, preventing stockholders from receiving the maximum value for their shares.

Future sales of common stock may affect the market price of our common stock.

Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and may make it more difficult for stockholders to sell common stock at a time and price which they deem appropriate.  We cannot predict what effect, if any, future sales of our common stock, or the availability of common stock for future sale, will have on the market price of our common stock.

We could be adversely affected by strikes or other union job actions.

We are directly or indirectly dependent upon highly specialized union members who are essential to the production of motion pictures, including members of the Screen Actors Guild, the Writers Guild of America, the Directors Guild of America and the International Brotherhood of Teamsters.  A strike by, or a lockout of, one or more of the unions that provide personnel essential to the production of motion pictures could delay or halt our ongoing production activities.  Such a halt or delay, depending on the length of time, could cause a delay or interruption in our motion picture.

Our success depends on certain key employees.

Due to the specified nature of our business, having certain key personnel is essential to the development and marketing of the film products we plan to sell and thus to the entire business itself.  We plan to attract key personal to assist in our film making ventures.  Consequently, the loss of any of those individuals may have a substantial effect on our future success or failure.

We may depend on our ability to attract and retain additional qualified personnel to manage certain business interests.  Competition for the limited number of business, production and creative personnel necessary to create and distribute our entertainment content is intense and may grow in the future.  We may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations.  Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects.  No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us.  Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

Our management has limited experience in running a company.

Although our current executive officers have a broad range of experience in the film industry, they do not have experience in running a business, much less a reporting company.  We plan to hire several key executives who have held senior management positions.  There is no assurance, however, that we will be successful in attracting executives with suitable experience.

If we do not manage our growth effectively, our business may fail.

Our development is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital.  Our ability to manage growth effectively will depend on our ability to improve and expand our operations, including our financial and management information systems, and to recruit, train and manage executive staff and employees.  There can be no assurance that management will be able to manage growth effectively, and the failure to effectively manage growth may have a materially adverse effect our results of operation.

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Because we have limited assets and inexact capital requirements, we may not have or be able to obtain sufficient resources to successfully implement our business plan.

As of the date of this prospectus, we have limited assets and will require significant capital to complete the development of our business plan.  Our success may significantly depend upon our ability to raise capital.  Even if we are successful in raising capital, there is still no assurance that the capital raised will be sufficient to facilitate our ultimate needs, because we do not know the exact specific financial requirements of the projects in which we may eventually participate, and therefore do not know what our exact capital needs will be over time.  In addition, we may incur substantial costs in connection with any research and/or negotiations for business opportunities, which may deplete our assets.

We cannot ensure that projections and assessments will be met.

Our ability to accomplish our objectives and whether or not we will be financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained.  Some of these factors are within the discretion and control of management and others are beyond management’s control.  The assumptions and hypothesis used in preparing any forward-looking assessments of profitability made by management herein are considered reasonable.  We can provide no assurance, however, that any projections or assessments provided to potential investors will be realized or achieved at any level.

Risks Related to This Registration

There is no public market for our common stock, nor is there any assurance that a public market will ever develop or be sustained.

Our common stock has not been approved for listing, or commenced trading on a national exchange, any other exchange, any quotation service, or on the OTC Bulletin Board.  If a market for our common stock does not develop, shareholders may be unable to sell their shares.  No assurance can be given that a public market for the common stock will develop or continue if one is developed.  Prospective investors should assume that they may have to bear the economic risk of an investment in the common stock for an indefinite period of time.

A market for our common stock may never develop.  We currently plan to apply for quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, our shares may never be traded on the OTC Bulletin Board, or, if traded, a public market may not materialize.  If our common stock is not traded on the OTC Bulletin Board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 8,529,000 shares of our common stock through the registration statement of which this prospectus forms a part.  Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline.  Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.  The outstanding shares of common stock covered by this prospectus represent approximately 42.6% of the common shares outstanding as of the date of this prospectus.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the OTC Bulletin Board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

If our shares are quoted on the OTC Bulletin Board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the OTC Bulletin Board,we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the OTC Bulletin Board.  In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 or 60 day grace period if we do not make our required filing during that time.  If our shares are not eligible for quotation on the OTC Bulletin Board, investors in our common stock may find it difficult to sell their shares.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements.  This prospectus includes statements regarding our plans, goals, strategies, intentions, beliefs or current expectations.  These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.  These forward looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions “may,” “could,” “should,” etc. Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute forward-looking statements.

These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.  The “Risk Factors” section of this prospectus sets forth detailed risks, uncertainties and cautionary statements regarding our business and these forward-looking statements.  If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

We cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering all of the 8,529,000 shares of common stock offered through this prospectus.  All of the shares were acquired from us by the selling stockholders in an offering that was exempt from registration pursuant to Section 4(2) and Regulation D as promulgated by the SEC under the Securities Act of 1933 and completed on December 4, 2007.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling stockholders as of March 14, 2008 including:

·   the number of shares owned by each selling stockholder prior to this offering;

·   the total number of shares that are to be offered by each selling stockholder;

·   the total number of shares that will be owned by each selling stockholder upon completion of the offering;

·   the percentage owned by each selling stockholder upon completion of the offering; and

·   the identity of the beneficial holder of any entity that owns the shares.

The table below has been prepared based upon the information furnished to us by the selling stockholders.  The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly.

We have been advised, as noted in the footnotes in the table below, that none of the selling stockholders is a broker-dealer and/or underwriter or an affiliate of a broker-dealer and/or underwriter.  We have been advised that each of these selling stockholders purchased our common stock and warrants in the ordinary course of business, not for resale, and that none of these selling stockholders had, at the time of purchase, any agreements or understandings, directly or indirectly, with any person to distribute the related common stock.

The following table also sets forth the nature of any position, office or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates.  The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under these rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement.

Percentage ownership is calculated based on 20,029,000 shares of our common stock issued and outstanding on March 14, 2008.  Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of March 14, 2008 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage ownership of the person holding those options, warrants or other rights, but are not deemed outstanding for computing the percentage ownership of any other person.  Unless otherwise set forth below, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, unless otherwise noted.

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Selling Stockholder	Shares of Common Stock Owned Before the Offering		Shares of Common Stock Being Offered in the Offering		Shares of Common Stock Owned Upon Completion of the Offering (a)		Percentage of Common Stock Outstanding Upon Completion of the Offering
Affaires Financieres SA1		1,000,000		1,000,000		–		–
Aries Equity Corp.2		5,000		5,000		–		–
Aton Select Fund Ltd.3		1,000,000		1,000,000		–		–
Besser Kapital Fund Ltd.4		450,000		450,000		–		–
Peter L. Coker		10,000		10,000		–		–
Susan H. Coker		10,000		10,000		–		–
Joan Corbo5		5,000		5,000		–		–
CSH Advisors Inc.6		10,000		10,000		–		–
Sam DelPresto		10,000		10,000		–		–
John Derby		1,000,000		1,000,000		–		–
Adrien Ellul		1,000,000		1,000,000		–		–
Darien Ellul		250,000		250,000		–		–
Claire Entwistle		1,000		1,000		–		–
Christopher Goercke7		1,000		1,000		–		–
Thomas H.Hanna, Jr.8		5,755,000		5,000		5,750,000		2.9	%
Lillian S. Hubbard		1,000		1,000		–		–
Dylan Hundley9		5,751,000		1,000		5,750,000		2.9	%
Joan Hundley		1,000		1,000		–		–
Sandra Hundley		1,000		1,000		–		–
Steven Kampmann		1,000		1,000		–		–
Laffin Ventures Corporation10		1,100,000		1,100,000		–		–
Peter McClellan		1,000		1,000		–		–
Patrick McGowan		1,000		1,000		–		–
Milestone Enhanced Fund Ltd.11		250,000		250,000		–		–
New Century Capital Consultants Inc.12		10,000		10,000		–		–
Deborah S. O’Brien		1,000		1,000		–		–
Paramount Strategy Corp.13		1,000,000		1,000,000		–		–
Jill Rothstein		1,000		1,000		–		–
Mary M. Scott		1,000		1,000		–		–
Nadine C. Smith		400,000		400,000		–		–
Christopher W. Smollon		1,000		1,000		–		–
Todd R. Steiner		1,000		1,000		–		–
VP Bank (Schweiz) AG14		1,000,000		1,000,000		–		–

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_____________________

* Less than 1%

(a) Assumes all of the shares of common stock to be registered on the registration statement of which this prospectus is a part are sold in the offering.

1 Luciano Bassi and Werner Wagmann have the power to vote and dispose of the shares being registered on behalf of Affaires Financieres SA.

2 D. Robert Albi has the power to vote and dispose of the shares being registered on behalf of Aries Equity Corp.

3 David Dawes has the power to vote and dispose of the shares being registered on behalf of Aton Select Fund Ltd.

4 Triagol Asset Management Ltd. has the power to vote and dispose of the shares being registered on behalf of Besser Kaptial Funds Ltd. Olivier Chaponnier has the power to vote and dispose of the shares being registered on behalf of Triagol Asset Management Ltd.

5 Joan Corbo is married to Thomas H. Hanna, Jr., our President and Treasurer and a director.

6 Stephen Schaeffer has the power to vote and dispose of the shares being registered on behalf of CSH Advisors Inc.

7 Christopher Goercke is married to Dylan Hundley, our Vice President and Secretary and a director.

8 Thomas H. Hanna, Jr. is our President and Treasurer and a director.

9 Dylan Hundley is our Vice President and Secretary and a director.

10 Mark Tompkins has the power to vote and dispose of the shares being registered on behalf of Laffin Ventures Corporation.

11 Anthony A. McKinney has the power to vote and dispose of the shares being registered on behalf of Milestone Enhanced Fund Ltd.

12 Stephen Apolant has the power to vote and dispose of the shares being registered on behalf of New Century Capital Consultants Inc.

13 Andrew Meade has the power to vote and dispose of the shares being registered on behalf of Paramount Strategy Corp.

14 Rolf Zurcher and Dominik Bruschweiler have the power to vote and dispose of the shares being registered on behalf of VP Bank (Schweiz) AG.

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USE OF PROCEEDS

We will not receive proceeds from the sale of common stock under this prospectus by the selling stockholders.  We have agreed to bear the expenses (other than any underwriting discounts or commissions or agent’s commissions) in connection with the registration of the common stock being offered hereby by the selling stockholders.

DETERMINATION OF OFFERING PRICE

The $0.10 per share offering price of our common stock was arbitrarily chosen using the last sales price of our stock from our most recent private offering of common stock.  There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.

We intend to apply to the OTC Bulletin Board for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders.  The offering price would thus be determined by market factors and the independent decisions of the selling stockholders.

DILUTION

The shares of common stock to be sold by the selling stockholders are shares that are currently issued and outstanding.  Accordingly, there will be no dilution to our existing stockholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as it is currently subject to these penny stock rules.  Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

14

Holders of Our Common Stock

Currently, we have 33 holders of record of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling stockholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the SEC under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the OTC Bulletin Board.  We plan to file a Form 8-A registration statement with the SEC prior to the effectiveness of the Form S-1 registration statement.  The filing of the Form 8-A registration statement will cause us to become a reporting company with the SEC under the Exchange Act concurrently with the effectiveness of the Form S-1 registration statement.  We must be a reporting company under the Exchange Act in order that our common stock is eligible for trading on the OTC Bulletin Board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our independent film production, we will need to raise additional capital.  We believe that obtaining reporting company status under the Exchange Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.

Dividends

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.  Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

PLAN OF OPERATION

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described.  This discussion contains forward-looking statements.  Please see “Special Note Regarding Forward-Looking Statements” and “Risk Factors” earlier in this prospectus for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Company Overview

We were formed as a Delaware corporation on March 15, 2007 for the purpose of producing full length independent feature films.  Since inception, we have been engaged in the production of our first independent, full-length feature film entitled Buzz Kill.

On April 1, 2007, Buzz Kill, Inc., our wholly owned subsidiary, acquired all right, title and interest in and to the screenplay entitled “Buzz Kill,” written by Steven Kampmann and Matt Smollon.  Each of Messrs. Kampmann and Smollon received the following compensation:  (i) $6,250, (ii) $12,731 in deferred compensation, and (iii) contingent compensation equal to 3.5% of the “net proceeds” (as defined in the literary purchase agreement) of the film.  Messrs. Kampmann and Smollon will receive an additional $25,000 if the film’s North American (i.e., the United States and Canada) theatrical box office receipts reach $15,000,000 and an additional $25,000 thereafter for each $15,000,000 in theatrical box office receipts reached thereafter.

On April 13, 2007, Buzz Kill hired Mr. Kampmann to direct the film.  For his director services, Mr. Kampmann received the following compensation:  (i) $20,000, (ii) $50,000 in deferred compensation, (iii) an additional $10,000 for every $100,000 that the final, actualized budget exceeds $650,000, and (iv) contingent compensation equal to 5% of the “net proceeds” (as defined in the director agreement) of the film.  Mr. Kampmann will receive an additional $25,000 if the film’s North American (i.e., the United States and Canada) theatrical box office receipts reach $15,000,000 and an additional $25,000 thereafter for each $15,000,000 in theatrical box office receipts reached thereafter.

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Pursuant to the Investment Agreement, dated May 1, 2007, between our Company and Buzz Kill, we provided financing to Buzz Kill in the amount of $800,000 for the production (principal photography only) and exploitation of Buzz Kill.  Under the agreement, we received a “first priority” right of recoupment of the financing amount and a 20% premium.  In addition, our Company is entitled to a percentage of the “net proceeds” (as defined in the agreement) of the picture, calculated as a percentage equal to 50% of the fraction with a numerator equal to the amount of our financing and a denominator equal to the amount of the final, actualized budget of the film.

In December 2007, we completed a private placement offering of 8,529,000 shares of our common stock to a total of 33 purchasers at a price of $0.10 per share for aggregate proceeds of $852,900.

As of December 31, 2007, Buzz Kill has issued an aggregate principal amount of $160,000 of its 10% Notes Series.  The notes have an interest rate of 10%, compounded monthly, and a maturity date of three years from the date of issuance.  Upon repayment of the notes, in addition to the outstanding principal balance and all accrued and unpaid interest, the noteholders will be entitled to receive (i) a premium equal to 20% of the original principal amount and (ii) contingent compensation equal to 12% of the “net proceeds” (as defined in the notes) of the film.

In February 2008, through our wholly owned subsidiary, Buzz Kill, Inc., we completed post-production of the film, and now seek to market the film and secure distribution.  We have secured the services of a sales representative who will assist us in guiding the film through the festival and distribution process.  We intend to raise additional capital through the issuance of debt and/or equity securities to provide financing for our marketing and distribution activities.

Milestone to Achieve in the Next Twelve Months

Our major objective in the next twelve months is to complete and market our first independent feature film, BuzzKill.  Principal photography on the film was completed in September 2007, and post-production was completed in February 2008.

We are currently engaged in the initial marketing of the film.  (Our production budget of approximately $1,000,000 does not include a marketing and sales budget.)  The finished film will immediately be entered into various film festivals in the U.S. and abroad.  The fee for entering a film into a festival competition is typically $200-300 per entry.  We believe this is the most time-efficient and inexpensive means of (i) measuring audience response, (ii) meeting film distributors both domestic and foreign, and (iii) formulating a public relations campaign with print, TV and other media outlets.

Total marketing and distribution costs are estimated at $200,000.  We hope to reduce out-of-pocket expenses by entering into a distribution agreement.  This distributor will market and distribute the film in exchange for a percentage of royalties.  This means that additional out-of-pocket expense for marketing and sales would be minimal.  If we are unable to contract with a distributor, we intend to finance these expenditures through additional private equity or debt financing.

Our next objective in the next twelve months is to complete the conception phase and enter into the pre-production phase of a second feature film.

Results of Operations from our Inception (March 15, 2007) through December 31, 2007

We did not earn any revenues from inception through the period ended December 31, 2007.  We do not anticipate generating revenue in the near future.  We are presently in the development stage of our business and we can provide no assurance that we will make any money on the films we produce.

We incurred operating expenses in the amount of $155,563 from our inception on March 15, 2007 through December 31, 2007.  These operating expenses primarily consisted of general and administrative expenses, including professional fees and organizational costs in connection with our corporate organization.  We anticipate our operating expenses will increase as we undertake our plan of operations.  The increase will be attributable to undertaking the production of feature films in accordance with our business plan and the professional fees that we will incur in connection with the filing of the registration statement of which this prospectus forms a part with the Securities Exchange Commission under the Securities Act of 1933.  We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

We generated interest income in the amount of $1,692 from our inception on March 15, 2007 through December 31, 2007.  Thus, our net loss for the period from our inception on March 15, 2007 through December 31, 2007 was $153,871.  Our general and administrative operating expenses and lack of revenue for the period were the main components of our operating loss.

16

Liquidity and Capital Resources

We expect to incur the following expenses in the next twelve months:

1.

BuzzKill ($200,000).  The projected budget for BuzzKill amounts to a total of $1,200,000.  We have already expended approximately $20,000 on script development, $780,000 on production costs and $120,000 on post-production expenses.  We have estimated a total of $200,000 in marketing and distribution costs for the next twelve months.  The majority of the additional expenses is expected to be funded through the sale of our common stock, debt securities and/or royalty grants.

2.

Operating Expenses ($100,000).  We expect to incur approximately $10,000 in connection with general operating expenses in the next twelve months and approximately $90,000 in accounting and legal professional fees in connection with the filing of the registration statement of which this prospectus forms a part with the Securities Exchange Commission.

We had current assets in the amount of $75,768 as of December 31, 2007, consisting wholly of cash in the bank.  Our current liabilities were $404,562 as of December 31, 2007, consisting of $9,100 in accounts payable and accrued expenses, $40,000 loan payable to one of our shareholders and $355,462 in deferral compensation payable, including to our officers and directors.  As such, we have a working capital deficit of $328,794.  We have no external sources of liquidity as of December 31, 2007.

For the reasons stated above, we believe that our working capital deficit will affect our cash needs for the next twelve months.  We have $75,768 in the bank for our estimated expenses of $300,000 in expenses in the next twelve months.  Thus, we believe that we do not have sufficient capital resources to sustain our operations for the next twelve months without having to raise additional capital.  Our current cash resources should be depleted in early 2008 with the introduction of our marketing expenses for BuzzKill and the costs associated with the filing of the registration statement of which this prospectus forms a part.  As our business plan requires additional cash, we will have to raise additional financing.  If we need additional cash and cannot raise it we will either be required to suspend marketing activities until we do raise the cash, or cease activities entirely.  We have not attained profitable operations and, in the long term, may be dependent upon obtaining financing to pursue film production activities if we are unable to achieve revenues from BuzzKill or our expenses exceed any revenues that we may receive from the film.  For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Quantitative and Qualitative Disclosures about Market Risk

We do not invest in derivative financial instruments and have no foreign exchange contracts.  Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities.  Fluctuations in interest rates would not have a material impact on the fair value of these securities.

At December 31, 2007, we had $75,768 in cash and cash equivalents.  For purposes of reporting cash flows, we consider all short-term interest bearing deposits with original maturities of three months or less to be cash equivalents.  A hypothetical 10% increase or decrease in interest rates would not have a material impact on our earnings or losses, or the fair market value or cash flow from cash.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

17

DESCRIPTION OF BUSINESS

Business Strategy

Our plan of operations is to create and produce independent films that appeal to demographically diverse groups.  We plan to acquire unique properties, both dramatic and factual, from a broad spectrum of independent writers, directors, and producers.  Each project will become an independent production company, created as a subsidiary of Eastern Resources, Inc.  We plan to fund the projects and maintain ownership of the films with the intent of building a film library with rights to DVD, book and other reproductive media for sale to the public.

The Film Industry in General

The film industry includes about 9,000 companies with combined annual revenue of $50 billion.  Large companies include Walt Disney, Sony Pictures, MGM, Paramount, Twentieth Century Fox, Universal and Warner Brothers.  These “studios” are generally part of larger media companies.  The industry is highly concentrated: the 50 largest companies account for about 80 percent of industry revenue.  There are also independent production companies, and a large number of companies that provide services to the industry, including creative talent, equipment, technical expertise, and various technical production and distribution services.

The film making business may broadly be segmented into three phases: Pre-production (or Design Phase), Production and Post-production.  Pre-production is the planning phase, which includes budgeting, casting, finding the right location, set and costume design and construction, and scheduling.  Production is the actual making of the film.  The number of people involved in the production phase can vary from a few, for a documentary film, to hundreds, for a feature film.  It is during this phase that the actual filming is done.  Post-production activities take place in editing rooms and recording studios, where the film is shaped into its final form.

Generally, even before the film starts production, marketing personnel develop the marketing strategy for the release.  They estimate the demand for the film and the audience to whom it will appeal, develop an advertising plan, and decide where and when to release the work.  Advertising workers, or unit publicists, write press releases and short biographies of actors and directors for newspapers and magazines.  They may also set up interviews or television appearances for the stars or director to promote the film.  Sales representatives sell the finished product.  Many production companies hire staff or independent companies to distribute, lease and sell their films to theater owners and television networks.

The Rise of Independent Film

While independent films have been around for decades, dating back to B movies and poverty-row production companies, it was not until the late 1980s that indies entered into the forefront of our movie culture.  Over the last 15 years there has been a significant shift in American film-going audiences indicated by the sleeper successes and record-breaking sales at the box office of notable independent films, such as Y Tu Mama Tambien, Monsoon Wedding, Kissing Jessica Stein, Adaptation and My Big Fat Greek Wedding.  Box office returns for indie films in 2004-2006 were at an unprecedented high.  The success of independent films have served to create a niche alongside studio blockbusters in the marketplace, and indie films are increasingly taking over ever a greater market share of box office returns.  Each of the top 10 specialized films of 2004 grossed more than $10 million.  This trend continued in 2005 and 2006 with such indie hits as Crash, March of the Penguins, Saw II, Little Miss Sunshine and Thank You For Smoking, to name just a few.

It is known throughout the industry that studio financed films must recoup four to seven times their costs before they show a profit.  While any investment is a risk, the potential return on a low-budget independent film is far greater than many expensive studio-produced films.  My Big Fat Greek Wedding was made for $5 million and had a worldwide box-office gross of over $300 million.  Swingers, the critically acclaimed independent hit, was made in 1996 for $250,000 and purchased by Miramax for $5 million.  Kissing Jessica Stein was made for less than $1 million and grossed over $7 million at the box office.  The 2006 Sundance Film Festival saw Little Miss Sunshine (Oscar nominee for Best Picture) purchased for a reported $10.5 million by Fox Searchlight.  The 2007 Sundance Film Festival reported a number of films garnishing multi-million dollar distribution deals.

These numbers and the growing number of major award nominations received by indies show that quality independent films are often significantly more lucrative than the Hollywood blockbuster films that studios pour tens of millions of dollars and more into making and marketing.  Since the expensive studio paradigm is proving increasingly problematic from an economic standpoint, the demand for indie production and acquisition is on a steady rise.  The performance of 2004’s, 2005’s and 2006’s specialized films – which range from such easily accessible feel-good fare as Napoleon Dynamite and March of the Penguins to more challenging offerings such as Open Water, Half Nelson and Crash – have given studios the financial incentive to make and distribute more smaller-budget movies.

Currently, the worldwide box office totals exceed $25 billion.  Yearly domestic totals rose steadily through the 1990’s and into the 2000’s, starting at about $4 billion in 1990 and finishing in 2006 at over $9.2 billion.  The film industry has also shown remarkable durability and proved to be essentially recession proof as evidenced by the box office returns for 1987, 1991 and 2001, when, despite a general economic downturn, box office receipts continued to grow.  Independent films are the fastest growing segment of the motion picture business and are experiencing a grown record expected to continue through the decade.  The market continues to be responsive and rewards cost-effective motion pictures made on smaller budgets.  The breakout success of the films, like those listed below, show that well crafted films, made with intelligence and originality will find audiences despite their modest budgets.

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Independently Produced Pictures

Title (Distributor)	Worldwide Box Office (in millions)			Budget (in millions)		Gross (in millions)
The Blair Witch Project (Artisan Entertainment)	$	248.6		$	0.06	$	248.54
Chasing Amy (Miramax)	$	12.0	*	$	0.25	$	11.75
Crash (Lions Gate)	$	98.4		$	6.5	$	91.9
The Full Monty (Fox Searchlight)	$	257.9		$	3.5	$	254.4
In the Company of Men (Sony Classics)	$	2.9	*	$	0.03	$	2.87
Kids (Miramax)	$	7.4	*	$	1.5	$	5.9
Memento (Newmarket Group)	$	39.7		$	9.0	$	30.7
Monster’s Ball (Lions Gate)	$	44.9		$	4.0	$	40.9
My Big Fat Greek Wedding (IFC)	$	368.7		$	5.0	$	363.7
Napoleon Dynamite (Fox Searchlight)	$	46.1		$	0.4	$	45.7
Open Water (Lions Gate)	$	54.7		$	0.5	$	54.2
Pi (Artisan Entertainment)	$	3.2	*	$	0.06	$	3.14
Saw II (Lions Gate)	$	147.7		$	4.0	$	143.7
Sex, Lies, & Videotape (Miramax)	$	24.7	*	$	1.2	$	23.5
Sling Blade (Miramax)	$	24.4	*	$	1.0	$	23.4
Swingers (Miramax)	$	4.6	*	$	0.2	$	4.4
The Usual Suspects (Gramercy Pictures)	$	23.3	*	$	6.0	$	17.3
Welcome to the Dollhouse (Sony Classics)	$	4.6	*	$	0.8	$	3.8
Whale Rider (Newmarket Group)	$	41.4		$	3.5	$	37.9
You Can Count on Me (Paramount Classics)	$	11.0		$	1.2	$	9.8

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Sources:  www.boxofficemojo.com and www.imdb.com.

*Only domestic grosses.

Other Sources of Revenue

Currently a film’s box office represents just 20% of a film’s total income.  Industry analysts project the following revenue streams above and beyond the theatrical box office gross:

o   Domestic video – 30% of total income

o   Domestic pay TV – 9% of total income

o   Network and Syndication – 5% of total income

o   Foreign Theatrical – 13% of total income

o   Foreign Video – 18% of total income

o   Foreign TV – 7% of total income

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Expanding in Existing and New Markets

We plan to grow our operations through the funding of projects from proceeds of previous productions, and through the growth of our library of films.  We believe that we will be able to gain market share by increasing the size of our library, which may involve the acquisition of films compatible with our mission.  In addition to continually seeking out and evaluating new projects of merit, we may consider the acquisition of other production companies operating in a similar intellectual space.

Maintain Stringent Cost Controls

We believe that maintaining stringent cost controls is a key factor in achieving profitability and growth.  We will limit our budget allocation for each production, thus avoiding the most common mistake of film companies both large and small, an excessive fiscal enthusiasm for one project at the expense of future projects.  We intend to set limits of $2,000,000 per project with an operational target of $200,000.  Our initial production, described below, is estimated at roughly $1,200,000.  These cost controls will be maintained using sophisticated management information systems that allow us to monitor production, scheduling and budgeting on a daily basis.

Experienced Management with Decentralized Operating Structure

As of now, we intend to rely upon the expertise of our officers and directors to spearhead initial productions.  As we grow, we will rely upon the expertise of our production managers, who will have significant experience in the film industry.  We also intend to purchase intellectual properties from established creative personnel in the film industry.  Each production will be executed as a separate business, wholly owned by us, executed by an independent crew of writers, directors and technicians with established credentials in their respective fields.  In order to align corporate and divisional profit goals, production managers may receive bonuses based on the return on investment of their respective productions.  We believe that this interaction between the divisional managers and corporate management provides enhanced operating results.

Current Project Description

In April 2007, we acquired the rights to exploit the literary work known as Buzz Kill, a screenplay written by Steven Kampmann and Matthew Smollon.  The film has a budget of $1.2 million.  We recently completed production and post-production of the film.  This film is about a struggling writer who acquires fame in an unusual way when a notorious serial murderer, named the Karaoke Killer, steals his car and the newest draft of his script.  Along the way, he learns it doesn’t matter how you get famous, just that you are famous.

Making a full length motion picture at this budget level takes about 20 to 26 weeks.  The process is broken down into a few discreet phases of production.

A.  Pre-Production

The pre-production period is largely spent preparing to shoot the movie’s scenes either on sets or on location.  Contracts are secured with necessary personnel, including directors of casting and photography and a line producer.  Actors for the various roles called for in the screenplay are cast.  Contracts with the appropriate unions are secured, including the Screen Actors Guild, Writers Guild of America and Directors Guild of America and International Brotherhood of Teamsters.  Other film crew positions are filled, such as assistant directors, cameramen, sound technicians, wardrobe, hair and make-up workers are hired.  Location scouting begins and equipment rentals are secured.

B.  Production

The production phase largely consists of shooting the movie scenes.  Our production of BuzzKill consisted of 20 shooting days in the New York area and five shooting days near Los Angeles.

C.  Post-Production

Post-production is mostly the editing process, which took approximately 20 weeks.  Editing the sound and video, adding titles at the beginning and end of the movie, and developing a musical soundtrack all compose parts of this process.  It is in this phase that a final print of the film is generated.

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D.  Marketing

We intend to market, promote and advertise our films at every stage of production.  We have secured the services of a sales representative to help market BuzzKill, and assist in navigating the festival circuit and distribution process.  The more a production has to offer in terms of promotion and advanced publicity, the more appealing it is to domestic theatrical distributors.  The following is the blueprint for marketing our films, which may change or be altered at various stages of production as the producer sees fit.

Pre-Production

·   The film’s production will be announced in the production charts that are carried in the industry’s trade publications, i.e., The Hollywood Reporter and Variety.  These charts are read by bankers, distributors and the film community regularly and are a good source to begin positive word-of-mouth.

·   Early publicity will be generated as key casting announcements and other production elements come into place.  Periodic press releases will be sent to the trades and other local and national publication for “stories” on the development of the production.

·   Work will begin on a press kit and a unit photographer will be hired.  These will be important tools for the eventual advertising and publicity of the film.

Production

·   Early production stories will be supplied to major newspaper and magazines in order to establish early name recognition.  Topics will include stories on cast and crew, locations, soundtracks, independent filmmaking and more.

·   A video team will be hired to shoot “behind-the-scenes” footage, which will be used for the future electronic press kit.  These kits typically include interviews of the cast, the director and the producers as well as the film’s trailer and clips.  It represents an essential marketing tool to help develop the film’s profile with the electronic media.

·   The producer will finalize the selection of musical talent and secure musical rights if necessary.

Post-Production

·   Distributors will be invited into the editing room as a way to involve them in the process and generate advance interest in the film.

·   The press kit will be finalized.

·   The films will be submitted to numerous film festivals, including, but not limited to:

o   The Sundance Film Festival

o   The American Film Market

o   The Berlin International Film Festival

o   The Toronto International Film Festival and Market

o   The Telluride Film Festival

o   The New Directors/New Film Series presented by the Film Society of Lincoln Center

o   The Independent Feature Film Market

o   The Taos Film Festival

o   The Hamptons Film Festival

o   The Tribeca Film Festival

An aggressive marketing plan of our product will be displayed at these venues.  Through our participation in these festivals we will attract attention to our film, use the buzz created and directly approach both foreign and domestic distributors.  We expect these efforts to enhance our recognition ultimately leading to distribution.

·   A rough cut of the film’s trailer will be assembled.

·   Theatrical distribution deals will be closely examined, particularly regarding print and advertising commitments.

·   The producer will work closely with distributors to create an advertising campaign and promotional platform for the film

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E.  Distribution

There are two traditional roads a film can take towards distribution.  For an independent film, the most likely route is the purchase of worldwide rights by one of a number of distribution companies.  These companies buy films, present them in theaters and exploit the film in all other markets.  Most large distributors have sister companies or a division that deals specifically with low-budget independent films.

They include:	A division of:
Miramax	Walt Disney Corporation
Sony Classics	Sony Entertainment
Picturehouse	New Line Cinema/Warner Brothers/HBO
Paramount Classics	Paramount Pictures/Viacom
Fox Searchlight	Twentieth Century Fox Corporation
Focus Films	Universal

Competing with these specialty divisions are the many “independent distributors” which are unaffiliated with the major studios and acquire and distribute specialized films through their own “studio-like” infrastructure, such as Weinstein Co.

The other traditional route that may be explored is to distribute the films, via a sales agent, through the various available markets.  We will seek to exploit seven principal motion picture markets:  (i) theatrical release, (ii) home video/DVD, (iii) pay cable services, (iv) pay-per-view, (v) independent television, (vi) foreign markets and (vii) other markets.

Another emerging trend in distribution is content on demand provided digitally through the internet on home computers and on portable hand held devices such as iPod.  Soon, movies will come pouring through the internet and may provide fresh opportunities for low budget independently produced films.

The producers will simultaneously explore all options and ultimately adopt the one that maximizes the greatest exposure for the film and return to investors.

F.  Competition

The independent film market today is very mature, with countless production companies, films and other media productions.  We would be competing against these companies, films and other media productions.

Although the industry is intense, we believe our film is unique to the field.  It remains to be seen, however, whether our products will sustain in this intense market.

Compliance with Government Regulation

We do not believe that government regulation will have a material impact on the way we conduct our business.

Subsidiaries

We have formed one subsidiary, Buzz Kill, Inc., a New York corporation, for the production of the film BuzzKill.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.  We own a literary property currently entitled “Buzz Kill,” a registered copyright property.

Employees

We currently have two employees – our president and treasurer, Thomas H. Hanna, Jr., and our vice president and secretary, Dylan Hundley.  We plan to conduct our business largely through agreements with consultants and other independent third party vendors.

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Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Description of Property

Our corporate offices are currently located at 4 Park Avenue, Suite 16K, New York, NY  10016.  Our corporate telephone number is (917) 687-6623.

Legal Proceedings

From time to time we may be involved in claims arising in the ordinary course of business.  To our knowledge, no legal proceedings, government actions, administrative actions, investigations or claims are currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Set forth below is information regarding our directors, executive officers and key personnel.

Name	Age	Position
Thomas H. Hanna, Jr.	43	President, Treasurer and Director
Dylan Hundley	37	Vice President, Secretary and Director
Kristie Rubendunst	55	Director

Our directors and officers hold office until the earlier of their death, resignation or removal or until their successors have been duly elected and qualified.  Our officers are appointed by the board of directors and serve at the discretion of the board.  There are no family relationships among our directors and executive officers.

Thomas H. Hanna, Jr. is an attorney in New York City and has a wide range of legal experiences including litigation, real estate and entertainment.  Most recently he has produced the highly successful off-Broadway shows, Pieces (of ass) through his production company, New Scenario Entertainment, and Voyage of the Carcass.  Recently, he has also worked producing and developing several television projects for Steven Van Zandt’s company, Renegade Nation.  Hanna was also the producer of the highly successful Shooting Gallery Film Series for Shooting Gallery Entertainment where he oversaw all aspects of the series.  He has served as legal counsel and co-producer on the short film Death of the Monkey by David Goldsmith and has worked on numerous feature films.  His independent film credits include Hamlet, with Ethan Hawke, Bill Murray, Liev Schreiber and Sam Shepard; Better Living with Olympia Dukakis; Dummy by Gregory Pritikin with Adrien Brody; Perfume with Jeff Goldblum and Paul Sorvino; Maze with Laura Linney; and Heartbreak Hospital by Ruedi Gerber.  Mr. Hanna received his J.D. from Widener University School of Law in 1991 and his B.A. in Economics from St. Michael’s College in 1987.

During our development stage, our president intends to devote his full business time to our business.

Dylan Hundley started her training as an actress at the world renowned Neighborhood Playhouse and The Groundlings immediately after leaving high school.  On her first audition she managed to land the role of Sally Fowler in the now iconic Metropolitan.  She went on to star in many independent films such as A Holiday Affair, Brooklyn Film Festival’s 2001 winner for best film.  Other film credits include Dangerous Game alongside Madonna and Harvey Keitel and The Last Days of Disco with Kate Beckinsale and Chloe Sevigny.  She has two television shows in development.  One entitled Underground Hall of Fame which follows largely unknown musical artists with established followings and another called Funded.  Hundley also has consulted for HiFi Recordings, the home of Spacehog, The Marvelous Three and Avril Lavigne from 1997-2000.

During our development stage, our vice president intends to devote her full business time to our business.

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Kristie Rubendunst became one of our directors on September 10, 2007.  From 1998 to 2007, Ms. Rubendunst served as a corporate finance and securities paralegal at New York City law firms, including Debevoise & Plimpton.  She archived over 5,000 photographic glass plates of Wilfred E. Stone, and as a result of several exhibits she organized, Mr. Stone was recognized by Yankee Magazine as a significant New England photographer.  Ms. Rubendunst received a certificate in film production from the New School, New York, New York.  Subsequently, co-wrote and co-produced Trial By Fire, a morality tale filmed in New York City.  In June 2007, she formed a consulting firm to assist microcap companies and not-for-profit companies achieve their growth goals.

During our development stage, Ms. Rubendunst intends to devote approximately 5% of her business time to our business.

Board Independence and Committees

We are not currently listed on any national securities exchange or in an inter-dealer quotation system that has a requirement that the Board of Directors be independent.  However, in evaluating the independence of its members and the composition of the committees of the Board of Directors, the Board utilizes the definition of “independence” as that term is defined by applicable listing standards of the Nasdaq Stock Market and SEC rules.

None of our directors is qualified as “independent,” as that term is defined by the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act.

Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Act.

The Board of Directors expects to continue to evaluate its independence standards and whether and to what extent the composition of the Board and its committees meets those standards.  We intend to appoint persons to the Board and committees of the Board as required to meet the corporate governance requirements imposed by a national securities exchange.

Additionally, we plan to form an audit committee, a corporate governance committee and a compensation committee, and to adopt charters relative to these committees, in the near future.  Until that time, the entire board will continue to perform the duties of the audit committee, the corporate governance committee and the compensation committee, which means that directors who are executive officers will be involved in these matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 14, 2008 by (1) each person who, to our knowledge, beneficially owns more than 5% of the outstanding shares of common stock, (2) each of our directors and named executive officers, and (3) all of our directors and executive officers as a group.  Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of March 14, 2008 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding those options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person.  Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Eastern Resources, Inc., 4 Park Avenue, Suite 16K, New York, NY  10016.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned(1)
Directors and Executive Officers:
Thomas H. Hanna, Jr.		5,755,000		28.7	%
Dylan Hundley		5,751,000		28.7	%
Directors and Executive Officers as a Group (2 persons)		11,506,000		57.4	%

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* Less than 1%

(1)  Based on 20,029,000 shares of our common stock issued and outstanding as of March 14, 2008.

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EXECUTIVE COMPENSATION

The following table summarizes the compensation paid by us in the fiscal year ended December 31, 2007 for our principal executive officer, the two most highly compensated executive officers who received annual compensation in excess of $100,000 and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at the end of our fiscal year.  These officers are referred to herein as our “named executive officers.”

Summary Compensation Table

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)			Total ($)
Thomas H. Hanna, Jr.	2007	$	0	$	0	$	0	$	0	$	25,000	(1)	$	25,000
President
Dylan Hundley	2007	$	0	$	0	$	0	$	0	$	20,000	(2)	$	20,000
Vice President

(1)Represents payment received for Mr. Hanna’s producer services in connection with the film BuzzKill.

(2)Represents payment received for Ms. Hundley’s finder services in connection with the film BuzzKill.

Currently, none of our officers and/or directors is being compensated for their services as officers and/or directors during the development stage of our business operations.

We have not paid any salaries in 2007, and we do not anticipate paying any salaries at any time in 2008.  We will not begin paying salaries until we have adequate funds to do so.

The officers and directors are reimbursed for any out-of-pocket expenses they incur on our behalf.  In addition, in the future, we may approve payment of salaries for our officers and directors, but currently, no such plans have been approved.  We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees.

Outstanding Equity Awards at Fiscal Year-End

We have not issued any stock options or maintained any stock option or other incentive plans since our inception.  We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.  Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments.  During the fiscal year ended December 31, 2007, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

Indemnification

Under our bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as provided below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·   Any of our directors or officers;

·   Any person proposed as a nominee for election as a director;

·   Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

·   Any of our promoters;

·   Any relative or spouse of any of the foregoing persons who has the same house address as such person.

In connection with the formation of the Company, on March 15, 2008, each of Thomas H. Hanna, Jr., our President and Treasurer and a director, and Dylan Hundley, our Vice President and Secretary and a director, received 5,750,000 founder shares of common stock in exchange for all of the issued and outstanding capital stock of Buzz Kill, Inc., as well as services rendered in connection with the organization of the Company.

On April 17, 2007, Ms. Hundley entered into a memorandum of agreement with Buzz Kill, Inc. pursuant to which Ms. Hundley agreed to introduce Buzz Kill to third parties who may be interested in lending for, investing in or in any other way financing all or a portion of the development and/or production of our film, BuzzKill.  Under the agreement, Ms. Hundley is entitled to the following payments: (i) $40,000 in finder’s fees, of which $20,000 has been paid and the remaining $20,000 will be paid as deferred payment, (ii) $50,000 in deferred compensation for her producer services and (iii) contingent compensation in an amount equal to 5% of the “net proceeds” of the film.

On August 1, 2007, Mr. Hanna entered into a producer agreement with Buzz Kill, Inc. pursuant to which Mr. Hanna provided preparation, production and post-production services in connection with the film, BuzzKill.  Mr. Hanna’s compensation under the agreement includes (a) an amount equal 5% of the actualized budget of the film, of which $25,000 has been paid and the remaining $25,000 is due and payable, (b) $150,000 in deferred compensation and (c) contingent compensation in an amount equal to the remaining percentage of any “net proceeds” generated by the film after deducting “off-the-top” of all third party profit participations.

In June 2007, Mr. Hanna made an interest free bridge loan to Buzz Kill, Inc. in the aggregate amount of $100,000.  As of March 14, 2008, the balance on the loan was $40,000.

In February 2008, Mr. Hanna made an interest free loan to Buzz Kill, Inc. in the amount of $2,241 to cover its operating expenses.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

·   on such public markets or exchanges as the common stock may from time to time be trading;

·   in privately negotiated transactions;

·   through the writing of options on the common stock;

·   in short sales, or;

·   in any combination of these methods of distribution.

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The sales price to the public is fixed at $0.10 per share until such time as the shares of our common stock become traded on the OTC Bulletin Board or another exchange.  Although we intend to apply for quotation of our common stock on the OTC Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the OTC Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.  In these circumstances, the sales price to the public may be:

·   the market price of our common stock prevailing at the time of sale;

·   a price related to such prevailing market price of our common stock, or;

·   such other price as the selling shareholders determine from time to time.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions.  Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser.  If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

·   not engage in any stabilization activities in connection with our common stock;

·   furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

·   not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.  The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities.  The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to the broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect the transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute our common stock.

Under the securities laws of some states, the shares of common stock may be sold in these states only through registered or licensed brokers or dealers.  In addition, in some states the shares of common stock may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.  There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

27

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 5,000,000 shares of preferred stock, with a par value of $0.001 per share.  As of March 14, 2008, there were 20,029,000 shares of our common stock issued and outstanding.  Our shares are held by 33 stockholders of record.  We have not issued any shares of preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.  Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power.  Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock.

Holders of our common stock representing more than fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation or merger, and the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of all the outstanding voting shares is required to amend our certificate of incorporation.  Our certificate of incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We are authorized to issue 5,000,000 shares of “blank check” preferred stock, none of which is designated, issued or outstanding.  Our board of directors is vested with authority to divide the shares of preferred stock into series and to fix and determine the relative designation, powers, preferences and rights of the shares of any series and the qualifications, limitations, or restrictions or any unissued series of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

28

LEGAL MATTERS

The validity of the common stock being offered hereby will be passed upon by Gottbetter & Partners, LLP, New York, New York.

INTERESTS OF NAMED EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries.  Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Sherb & Co., LLP, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in its audit report.  Sherb & Co, LLP has presented its report with respect to our audited financial statements.  The report of Sherb & Co, LLP is included in reliance upon its authority as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our certificate of incorporation provides that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

ORGANIZATION WITHIN THE LAST FIVE YEARS

Eastern Resources, Inc. was incorporated on March 15, 2007 in the State of Delaware for the purpose of producing independent film projects.

Thomas H. Hanna, Jr. is our president and Dylan Hundley is our vice president.  Mr. Hanna and Ms. Hundley are members of our board of directors.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving our company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may read and copy the registration statement, exhibits and schedules we filed with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 a.m. and 3:00 p.m.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.  The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.  Our registration statement and the referenced exhibits can also be found on this site.

29

EASTERN RESOURCES, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements	Page
Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheet as of December 31, 2007	F-3
Consolidated Statement of Operations for the period from March 15, 2007 (inception) to December 31, 2007	F-4
Consolidated Statement of Changes in Stockholders’ Equity for the period from March 15, 2007 (inception) to December 31, 2007	F-5
Consolidated Statement of Cash Flows for the period from March 15, 2007 (inception) to December 31, 2007	F-6
Notes to Consolidated Financial Statements	F-7 - F-10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Eastern Resources, Inc.

We have audited the accompanying consolidated balance sheet of Eastern Resources, Inc. and Subsidiary and the related consolidated statements of operations, stockholders’ equity and cash flows from March 15, 2007 (inception) to December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of Eastern Resources, Inc. and Subsidiary as of December 31, 2007 and the results of their operations and their cash flows for the period from March 15, 2007 (inception) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a net loss of approximately $154,000 from March 15, 2007 (inception) to December 31, 2007. As a result, the current operations are not an adequate source of cash to fund future operations. This issue among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sherb & Co., LLP                      

Sherb & Co., LLP

Certified Public Accountants

New York, NY

March 14, 2008

F-2

EASTERN  RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

 CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2OO7

ASSETS

CURRENT ASSETS - Cash	$	75,768
OTHER ASSETS - Film costs		1,216,908
TOTAL ASSETS	$	1,292,676
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	9,100
Loan payable-shareholder		40,000
Compensation payable, including to officers and director		355,462
TOTAL CURRENT LIABILITIES		404,562
NOTES PAYABLE, inclusive of accrued interest of $4,761
and additional premium of $24,324		189,085
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value, 5,000,000 shares authorized;
none issued
Common stock, $.001 par value,
20,029,000 shares issued and outstanding		20,029
Additional paid-in capital		844,371
Deficit accumulated in the development stage		(153,871	)
Subscriptions receivable		(11,500	)
TOTAL STOCKHOLDERS' EQUITY		699,029
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$	1,292,676

See notes to consolidated financial statements.

F-3

EASTERN RESOURCES, INC. AND SUBSIDIARY

(A Developmental Stage Company)

 CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MARCH 15, 2007 (INCEPTION) TO DECEMBER 31, 2007

REVENUES	$	-
COSTS AND EXPENSES:
General and administrative		155,563
TOTAL COSTS AND EXPENSES		155,563
LOSS BEFORE OTHER INCOME		(155,563	)
Interest income		1,692
NET LOSS	$	(153,871	)
NET LOSS PER SHARE:
Basic and Diluted	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES:		17,594,600

See notes to consolidated financial statements.

F-4

EASTERN RESOURCES, INC. AND SUBSIDIARY

(A Developmental Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM MARCH 15, 2007 (INCEPTION) TO DECEMBER 31, 2007

							Deficit
							Accumulated
	Common		Common		Additional		During the			Stock			Total
	Stock		Stock		Paid-in		Development			Subscription			Stockholders'
	Shares		Amount		Capital		Stage			Receivable			Equity
Balance, March 15, 2007 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Stock issued to founders at par		11,500,000		11,500		-		-			(11,500	)		-
Stock issued for cash at $.10 per share		8,529,000		8,529		844,371		-			-			852,900
Net loss		-		-		-		(153,871	)		-			(153,871	)
														-
Balance, December 31, 2007		20,029,000	$	20,029	$	844,371	$	(153,871	)	$	(11,500	)	$	699,029

See notes to consolidated financial statements.

F-5

EASTERN  RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 15, 2007 (INCEPTION) TO DECEMBER 31, 2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(153,871	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Increase in film costs		(1,216,908	)
Increase in capitalized interest		29,085
Increase in accounts payable and accrued expenses		9,100
Increase in compensation payable		355,462
NET CASH USED IN OPERATING ACTIVITIES		(977,132	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable		160,000
Proceeds from loan payable - Shareholder		40,000
Proceeds from issuance of common stock		852,900
NET CASH PROVIDED FROM FINANCING ACTIVITIES:		1,052,900
INCREASE IN CASH		75,768
CASH - BEGINNING OF PERIOD		-
CASH - END OF PERIOD	$	75,768
CASH PAID FOR :
Interest	$	-
Taxes	$	-

See notes to consolidated financial statements.

F-6

Eastern Resources, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(A Development Stage Company)

Note 1 – Organization and Nature of Operations

Eastern Resources, Inc. was incorporated in the State of Delaware on March 15, 2007.  The Company recently completed production of a feature length major motion picture, and plans to market it to distributors in the United States and abroad. The Company plans to produce a wide range of independent films outside the traditional studio system. The Company intends to distribute films for theatrical release, and exploit methods of delivery worldwide. The Company intends to execute its business plan through the acquisition of unique films from a broad spectrum of independent writers, directors and producers.  Each project will become an independent production company, created as a subsidiary of Eastern Resources, Inc.  The Company plans to fund the projects and maintain ownership of the films with the intent of building a film library with the rights to DVD, book and other reproductive media for sale to the public.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated financial statements include those of the Company and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

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 expense during the period.  Actual results could differ from those estimates.

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased, to be cash equivalents.

Income Taxes - Income taxes are accounted for in accordance with the provisions of SFAS No. 109.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Fair Value of Financial Instruments - The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value because of the immediate or short term maturity of these financial instruments.

Loss Per Common Share - Loss per common share is computed using the weighted average number of shares outstanding.  Potential common shares includable in the computation of fully diluted per share results are not presented in the financial statements as their effect would be anti-dilutive.

Revenue Recognition - The Company recognizes revenues from the sale or licensing arrangement of a film upon delivery of a completed film or the commencement of a licensing period. The Company had substantially completed film production at December 31, 2007 but realized no revenues as of that date.

Film Costs - Film costs include all direct negative costs incurred in the physical production of the film as well as allocated production overhead. Such costs include story costs and scenario; compensation of cast, directors, producers and extras; set construction and operations; wardrobe and accessories; sound synchronization; location expenses and post production costs including music, special effects and editing. Film costs are amortized based on the ratio of current period gross revenues to estimated remaining ultimate revenues from all sources on an individual production basis. Estimated ultimate revenues are revised periodically and the carrying values of the films are evaluated for impairment. Losses, if any, are provided in full.

Advertising Costs - Advertising costs are expensed as incurred. Expenditures for the period ended December 31, 2007 were insignificant.

F-7

Recent Accounting Pronouncements

– In September 2006, the FASB Statement No. 157 “Fair Value Measurements.”  This Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles (“GAAP”) and expands disclosure about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute.  Accordingly, this statement does not require any new fair value measurements.  However, for some entities, the application of this statement will change current practices.  This statement is effective for financial statements for fiscal years beginning November 15, 2007.  Earlier application is permitted provided that the reporting entity has not issued financial statements for that fiscal year.  Management believes this statement will have no impact on the financial statements of the Company once adopted.

– In February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115.”  This statement permits entities to choose to measure financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement is expected to expand the use of fair value measurements, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments.  This statement applies to all entities, including not-for-profit organizations.  Most of the provisions of this statement apply only to entities that elect the fair value option.  However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities.  Some requirements apply differently to entities that do not report net income.  Management is currently evaluating the impact, if any; this statement will have impact on the financial statements of the Company once adopted.

– In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting—the acquisition method—to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

– In December 2007, the FASB issued FASB Statement No. 160 – Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.  This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance.

This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

F-8

A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (a) The ownership interests in subsidiaries held by parties other than he parent be clearly identified, labeled, and presented in the consolidated statement  of financial position within equity, but separate from the parent’s equity, (b) The  amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, (c) Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment, (e) Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Note 3 – Going Concern

The Company at present has insufficient funds to sustain the cash flows required to meet the anticipated operating costs to be incurred in the next twelve months. Management intends to sell additional equity and / or debt securities in the future to supplement potential revenues. However, there can be no assurance that the Company will be successful in raising significant additional funds. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 4 – Notes Payable

In 2007, the Company issued 10% Notes Series aggregating $160,000 payable to four persons. The notes included accrued interest compounded monthly and become due and payable on varying dates in the year 2010. Accrued interest of $4,761 was capitalized as film costs as of December 31, 2007. The notes are subordinated to monies payable to trade payables and to the loan payable to Mr. Hanna, an officer and major shareholder. Upon repayment of the notes and accrued interest the Company agreed to pay the noteholders an additional premium of 20% of the original principal ($32,000). The noteholders rights to receive the premium survive any redemption of the notes. The financial statements reflect the present value of the premium of $24,324 as of December 31, 2007 which was capitalized as film costs. Such amount was calculated using 10% per annum compounded monthly. In addition to the repayments of principal, accrued interest and premium the noteholders will be entitled to a 12% participation in the film’s net proceeds as defined in the agreements.

Note 5 – Loan Payable - Shareholder

In July 2007, the Company received a bridge loan of $100,000 from Mr. Hanna. Subsequent repayments of $60,000 reduced the loan to $40,000 as of December 31, 2007. The loan is unsecured, interest free and repayable on demand.

Note 6 – Subscriptions Receivable

The Company issued 11,500,000 common shares in March 2007 to the Company’s founders. The shares were valued at par ($.001 per share) thereby aggregating $11,500. Such amount remained unpaid at December 31, 2007 and was accordingly offset against shareholders’ equity.

F-9

Note 7 – Income Taxes

The Company accounts for income taxes under Statement of Financial Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

For the year end December 31, 2007 the benefit for income taxes differs from the amounts computed by applying the statutory federal income tax rate to the loss before provision for income taxes; the reconciliation is as follows:

Benefit computed at statutory rate	$	54,000
Temporary difference		(7,000	)
Income tax benefit not utilized		(47,000	)
Net income tax benefit	$	–

The Company had a net operating loss carryforward for tax purposes of approximately $154,000 at December 31, 2007 which expires in the year 2027. Listed below are the tax effects of the items related to the Company’s net tax asset:

Tax benefit of net operating loss carryforward	$	54,000
Valuation allowance		(54,000	)
Net deferred tax asset recorded	$	–

Note 8 – Agreements

(a) On April 17, 2007, Ms. Hundley entered into a memorandum agreement with the Company pursuant to which Ms. Hundley agreed to introduce Buzz Kill to third parties who may be interested in lending or investing or in any other way financing all or a portion of the development and / or production of our film, BuzzKill. Under the agreement, Ms. Hundley is entitled to the following payments (i) $40,000 in finder’s fees, of which $20,000 is deferred, (ii) $50,000 in deferred compensation for her producer services and (iii) contingent compensation in an amount equal to 5% of the “net proceeds” of the film.

(b) On August 1, 2007, Mr. Hanna entered into a producer agreement with Buzz Kill, Inc. pursuant to which Mr. Hanna will provide preparation, production and post-production services in connection with the film, BuzzKill. Mr. Hanna’s compensation under the agreement included (i) $50,000, (ii)a deferral in the amount of $150,000 and (iii) the remaining “net proceeds” generated by the film after deducting “off-the-top” of all third party profit participations.

(c) On April 1, 2007, the Company agreed to purchase all rights, title and interests in the screenplay “Buzz Kill”. The initial consideration was $12,500 and a deferral of $25,462. The Company is contingently obligated for 7% of the net proceeds. If the picture is released as a theatrical motion picture and the box office receipts from exhibition in “North America” reach or exceed $15,000,000, the Company will pay the seller $25,000 and an additional $25,000 for each additional $15,000,000 in receipts thereafter.

(d) On April 13, 2007, the Company engaged the services of a director for the screenplay “BuzzKill”. Agreed upon compensation amounted to $105,000, of which $50,000 was deferred. Additional compensation is payable at 5% of the net proceeds. If the picture is released as a theatrical motion picture and box office receipts reach or exceed $15,000,000, the Company will pay the director $25,000 and an additional $25,000 for each $15,000,000 in receipts thereafter.

At December 31, 2007 unpaid compensation as reflected above is included in accounts payable and accrued expenses as follows:

(a)	Mr. Hanna, President	$	175,000
(b)	Ms. Hundley, Vice President		70,000
(c)	Director		85,000
(d)	Story and author rights		25,462
		$	355,462

F-10

8,529,000 Shares of Common Stock

Eastern Resources, Inc.

PROSPECTUS

__________, 2008

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

Set forth below is an estimate (except for registration fees, which are actual) of the approximate amount of the fees and expenses payable by us in connection with the issuance and distribution of the shares of common stock.

EXPENSE	AMOUNT
SEC registration fees	$	34
Transfer agent fees		1,000
Legal fees and expenses		50,000
Accounting fees and expenses		30,000
Miscellaneous fees and expenses		15,000
Total	$	96,034

Item 14.  Indemnification of Directors and Officers.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Delaware law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.   such indemnification is expressly required to be made by law;

2.   the proceeding was authorized by our Board of Directors;

3.   such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Delaware law; or;

4.   such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to 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, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

II-1

Item 15.  Recent Sales of Unregistered Securities.

There have been no sales of unregistered securities within the last three years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:

In connection with the formation of the Company, on March 15, 2008, each of Thomas H. Hanna, Jr., our President and Treasurer and a director, and Dylan Hundley, our Vice President and Secretary and a director, received 5,750,000 founder shares of common stock in exchange for all of the issued and outstanding capital stock of Buzz Kill, Inc., as well as services rendered in connection with the organization of the Company.  The shares were issued in reliance on the exemption from registration afforded by Section 4(2) under the Securities Act.

We completed a private placement offering of 8,529,000 shares of our common stock at a price of $0.10 per share to a total of 33 purchasers in December 2007.  The total amount we received from this offering was $852,900.  The offering was made solely to “accredited investors,” as that term is defined in Regulation D under the Securities Act.  The shares sold in the private placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

The proceeds received from the private placement were used to fund our first independent feature film, BuzzKill.

Item 16.  Exhibits

Exhibit No.	Description	Reference
3.1	Certificate of Incorporation	Filed herewith.
3.2	Bylaws	Filed herewith.
5.1	Opinion of Gottbetter & Partners, LLP	Filed herewith.
10.1	Literary Purchase Agreement, dated April 1, 2007, among Buzz Kill, Inc. and Seasmoke, Inc. f/s/o Steven Kampmann and Matt Smollon	Filed herewith.
10.2	Director Agreement, dated April 13, 2007, between Buzz Kill, Inc. and Seasmoke, Inc.	Filed herewith.
10.3	Memorandum of Agreement, dated April 17, 2007, between Dylan Hundley and Buzz Kill, Inc.	Filed herewith.
10.4	Investment Agreement, dated May 1, 2007, between Buzz Kill, Inc. and Eastern Resources, Inc.	Filed herewith.
10.5	Producer Agreement, dated  August 1, 2007, between Buzz Kill, Inc. and Thomas Hanna	Filed herewith.
10.6	Form of Subscription Agreement between Eastern Resources, Inc. and the subscriber thereto	Filed herewith.
10.7	Form of Subscription Agreement between Buzz Kill, Inc. and the subscriber thereto	Filed herewith.
10.8	Form of Escrow Agreement among Buzz Kill, Inc., the buyers thereto and Emerson E. Bruns, PLLC	Filed herewith.
10.9	Form of 10% Note Series issued by Buzz Kill, Inc.	Filed herewith.
21.1	Subsidiaries of Eastern Resources, Inc.	Filed herewith.
23.1	Consent of Gottbetter & Partners, LLP (included in its opinion filed as Exhibit 5.1)	Filed herewith.
23.2	Consent of Sherb & Co, LLP	Filed herewith.

II-2

Item 17.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

1.   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.   To include any propectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i.   If the registrant is relying on Rule 430B (Sec. 230.430B of this chapter):

A.   Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B.   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.   If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5.   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned on March 21, 2008.

EASTERN RESOURCES, INC.

By: /s/ Thomas H. Hanna, Jr.                        

Name: Thomas H. Hanna, Jr.

Title: President

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ Thomas H. Hanna, Jr.
Thomas H. Hanna, Jr.	President and Director (Principal Executive and Financial Officer)	March 21, 2008
/s/ Dylan Hundley
Dylan Hundley	Director	March 21, 2008
/s/ Kristie Rubendunst
Kristie Rubendunst	Director	March 21, 2008

EXHIBIT INDEX

Exhibit No.	Description	Reference
3.1	Certificate of Incorporation	Filed herewith.
3.2	Bylaws	Filed herewith.
5.1	Opinion of Gottbetter & Partners, LLP	Filed herewith.
10.1	Literary Purchase Agreement, dated April 1, 2007, among Buzz Kill, Inc. and Seasmoke, Inc. f/s/o Steven Kampmann and Matt Smollon	Filed herewith.
10.2	Director Agreement, dated April 13, 2007, between Buzz Kill, Inc. and Seasmoke, Inc.	Filed herewith.
10.3	Memorandum of Agreement, dated April 17, 2007, between Dylan Hundley and Buzz Kill, Inc.	Filed herewith.
10.4	Investment Agreement, dated May 1, 2007, between Buzz Kill, Inc. and Eastern Resources, Inc.	Filed herewith.
10.5	Producer Agreement, dated  August 1, 2007, between Buzz Kill, Inc. and Thomas Hanna	Filed herewith.
10.6	Form of Subscription Agreement between Eastern Resources, Inc. and the subscriber thereto	Filed herewith.
10.7	Form of Subscription Agreement between Buzz Kill, Inc. and the subscriber thereto	Filed herewith.
10.8	Form of Escrow Agreement among Buzz Kill, Inc., the buyers thereto and Emerson E. Bruns, PLLC	Filed herewith.
10.9	Form of 10% Note Series issued by Buzz Kill, Inc.	Filed herewith.
21.1	Subsidiaries of Eastern Resources, Inc.	Filed herewith.
23.1	Consent of Gottbetter & Partners, LLP (included in its opinion filed as Exhibit 5.1)	Filed herewith.
23.2	Consent of Sherb & Co, LLP	Filed herewith.

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

EASTERN RESOURCES, INC.

ARTICLE I

The name of the corporation is Eastern Resources, Inc. (the “Corporation”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, 19808, County of New Castle.

The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

ARTICLE IV

A.           This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is Three Hundred Five Million (305,000,000) shares, Three Hundred Million (300,000,000) shares of which shall be Common Stock and Five Million (5,000,000) shares of which shall be Preferred Stock. The Common Stock shall have a par value of $0.001 per share and the Preferred Stock shall have a par value of $0.001 per share.

B.           All of the shares of Common Stock shall be of one class.

C.           The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is hereby authorized, by filing a certificate (a “Certificate of Designation”) pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock; and to establish from time to time the number of shares constituting any such series or any of them, including to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding.  In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

C.           The authority of the Board of Directors of the Corporation with respect to each such class or series of Preferred Stock shall include, without limitation of the foregoing, the right to determine and fix:

(i)   the distinctive designation of such class or series and the number of shares to constitute such class or series;

(ii)   the rate at which dividends on the shares of such class or series shall be declared and paid or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends in addition to dividends at the rate so determined, and if so, on what terms;

(iii)   the right or obligation, if any, of the Corporation to redeem shares of the particular class or series of Preferred Stock and, if redeemable, the price, terms and manner of such redemption;

(iv)   the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such class or series of Preferred Stock shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(v)   the terms and conditions, if any, upon which shares of such class or series shall be convertible into, or exchangeable for, shares of capital stock of any other class or series, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(vi)   the obligation, if any, of the Corporation to retire, redeem or purchase shares of such class or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligations;

(vii)   voting rights, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock;

(viii)   limitations, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock;

(ix)   such other preferences, powers, qualifications, special or relative rights and privileges thereof as the Board of Directors of the Corporation, acting in accordance with this Certificate of Incorporation, may deem advisable and are not inconsistent with the law and the provisions of this Certificate of Incorporation.

ARTICLE V

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.           (1)           The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors.

(2)           Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the date on which this Certificate of Incorporation becomes effective (the “Qualifying Date”), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the Qualifying Date, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders, following the Qualifying Date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Qualifying Date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this Article V(A), each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(3)           Subject to the rights of the holders of any series of Preferred Stock, the Board of Directors or any individual director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of voting stock of the Corporation, entitled to vote at an election of directors (the “Voting Stock”) or (ii) without cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3 %) of the voting power of all the then-outstanding shares of the Voting Stock.

(4)           Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

B.           (1)           In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation.  Notwithstanding the foregoing, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3 %) of the voting power of all the then-outstanding shares of Voting Stock.

(2)           The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

(3)           No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws, and following the Qualifying Date, no action shall be taken by the stockholders by written consent.

(4)           Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or (iv) by the holders of the shares entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(5)           Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide.

(6)           Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

(7)           The books of the Corporation may be kept (subject to any provision of applicable statutes) outside the State of Delaware at such place or places may be designated from time to time by the Board of Directors of the Corporation.

ARTICLE VI

A.           To the maximum extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

B.           The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

C.           Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VII

Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Certificate of Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI and VII.

VIII

* * * *

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Incorporation on this 15th day of March 2007.

By: /s/    Kristie Rubendunst                                      

Kristie Rubendunst, Incorporator

Gottbetter & Partners, LLP

488 Madison Avenue

New York, NY 10022

EX-3.2

Exhibit 3.2

BY-LAWS

OF

EASTERN RESOURCES, INC

ARTICLE I

OFFICES

OFFICES

1.1           Registered Office: The registered office shall be established and maintained at State of Delaware, 2711 Centerville Road, Suite 400, Wilmington 19808 and Corporate Service Company shall be the registered agent of the Corporation in charge thereof.

1.2           Other Offices: The Corporation may have other offices, either within or outside the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require, provided, however, that the Corporation’s books and records shall be maintained at such place within the continental United States the Board of Directors shall from time to time designate.

ARTICLE II

STOCKHOLDERS

2.1           Place of Stockholders’ Meetings: All meetings of the stockholders of the Corporation shall be held-at such place or places, within or outside the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any designated place, but may instead be held solely by means of remote communication. Stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.2           Date and Hour of Annual Meetings of Stockholders: lf there be a failure to hold the annual meeting or to take action by written consent to elect Directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the Corporation, its last annual meeting or the last action by written consent to elect Directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or Director.

2.3           Purpose of Annual Meetings: At each annual meeting, the stockholders shall elect the members of the Board of Directors for the succeeding year. At any such annual meeting any further proper business may be transacted.

2.4           Special Meetings of Stockholders: Special meetings of the stockholders or of any class or series thereof entitled to vote may be called by the Board of Directors, President or by the Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the Corporation.

2.5           Notice of Meetings of Stockholders: Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every stockholders meeting the Secretary shall give to each stockholder of record entitled to vote at such meeting, written notice, served personally by mail or by telegram, stating the following: the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting; and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address for notices to such stockholder as it appears on the records of the Corporation. Any notice to stockholders shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is to be given.

2.6           Quorum of Stockholders: (a)   Unless otherwise provided by the Certificate of Incorporation or by law, at any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b)           At any meeting of the stockholders at which a quorum shall be present, a majority of voting stockholders, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting so long as the time, place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. In the absence of a quorum, the Officer presiding thereat shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting, other than announcement at the meeting, shall not be required to be given except as provided in paragraph (d) below and except where expressly required by law.

(c)            At any adjourned session at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.

(d)            However, if an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7            Chairman and Secretary of Meeting: The President, shall preside at meetings of the stockholders. The Secretary shall act as secretary of the meeting or if he is not present, then the presiding Officer may appoint a person to act as secretary of the meeting.

2.8            Voting by Stockholders: Except as may be otherwise provided by the Certificate of Incorporation or these by-laws, at every meeting of the stockholders each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the Corporation on the record date for the meeting. Except as otherwise provided by these by-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting.

2.9            Proxies: Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy. A proxy may be in writing, subscribed by the stockholder or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy calls for a longer period. A stockholder may authorize another person to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the proxyholder, provided that any such communication must either set forth or be submitted with information from which it can be determined that such communication was authorized by the stockholder.

2.10           Inspectors: The election of Directors and any other vote by ballot at any meeting of the stockholders shall be supervised by one or more inspectors. Such inspectors may be appointed by the presiding Officer before or at the meeting; or if one or both inspectors so appointed shall refuse to serve or shall not be present, such appointment shall be made by the Officer presiding at the meeting.

2.11           List of Stockholders: (a)  At least ten days before every meeting of stockholders, the Secretary shall prepare and make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the

number of shares registered in the name of each stockholder.

(b)            For a period of at least ten days prior to the meeting, such list shall be open to examination by any stockholder for any purpose germane to the meeting, either at the principal place of business of the Corporation during ordinary business hours or on a reasonably accessible electronic network, and the information required to gain access to such list is provided with the notice of the meeting. If the meeting is to be held at a designated place, then the list shall be produced and kept at the time and place where the meeting is to be held and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall be open to inspection of any stockholder during the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

(c)            The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 2.11 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.12          Procedure at Stockholders’ Meetings: Except as otherwise provided by these by-laws or any resolutions adopted by the stockholders or Board of Directors, the order of business and all other matters of procedure at every meeting of stockholders shall be determined by the presiding Officer.

2.13          Action By Consent Without Meeting: Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. An electronic transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder or by a person authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section provided that such electronic transmission sets forth information from which the Corporation can determine that the electronic transmission was transmitted by the stockholder or proxyholder and the date on which the stockholder or proxyholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed the date on which such consent was signed. No consent given by electronic transmission shall be deemed delivered until reproduced in paper and delivered to the Corporation at its registered office in the state, its principal place of business or an Officer having custody of the record book of stockholder meetings in the manner provided by the Board of Directors.

ARTICLE III

DIRECTORS

3.1           Powers of Directors: The property, business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all the powers of the Corporation except such as are by the law of the State of Delaware or the Certificate of Incorporation or these by-laws required to be exercised or done by the stockholders.

3.2           Number, Method of Election, Terms of Office of Directors: The number of Directors which shall constitute the Board of Directors shall be two (2) unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, provided, however, that a Director may resign at any time. Directors need not be stockholders. All elections of Directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

3.3           Vacancies on Board of Directors; Removal: (a)  Any Director may resign his office at any time by delivering his resignation in writing or by electronic transmission to the Chairman of the Board or to the President. The resignation will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt by the Corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(b)           Any vacancy in the authorized number of Directors may be filled by majority vote of the stockholders and any Director so chosen shall hold office until the next annual election of Directors by the stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

(c)           Any Director may be removed with or without cause at any time by the majority vote of the stockholders given at a special meeting of the stockholders called for that purpose.

3.4           Meetings of the Board of Directors: (a)  The Board of Directors may hold its meetings, both regular and special, either within or outside the State of Delaware.

(b)           Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting shall be a legal holiday, then the meeting shall be held on the next day which is not a legal holiday.

(c)           The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders for the election of Officers and the transaction of such other business as may come before it. If such meeting is held at the place of the stockholders meeting, no notice thereof shall be required.

(d)           Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President or at the written request of any one Director.

(e)           The Secretary shall give notice to each Director of any special meeting of the Board of Directors by mailing the same at least three days before the meeting or by telegraphing, telexing, or delivering the same not later than the date before the meeting.

Unless required by law, such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. Any and all business may be transacted at any meeting of the Board of Directors. No notice of any adjourned meeting need be given.

No notice to or waiver by any Director shall be required with respect to any meeting at which the Director is present.

3.5           Quorum and Action: Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute an act of the Board of Directors.

3.6           Presiding Officer and Secretary of the Meeting: The President, or, in his absence a member of the Board of Directors selected by the members present, shall preside at meetings of the Board. The Secretary shall act as secretary of the meeting, but in his absence the presiding Officer may appoint a secretary of the meeting.

3.7           Action by Consent Without Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.8           Action by Telephonic Conference: Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

3.9           Committees: The Board of Directors shall, by resolution or resolutions passed by a majority of Directors, designate one or more committees, each of such committees to consist of one or more Directors of the Corporation, for such purposes as the Board shall determine. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

3.10         Compensation of Directors: Directors shall receive such reasonable compensation for their service on the Board of Directors or any committees thereof, whether in the form of salary or a fixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

4.1           Officers, Title, Elections, Terms: (a) The elected Officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary, and such other Officers as the Board of Directors shall deem advisable. The Officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified.

(b)           The Board of Directors may elect or appoint at any time, and from time to time, additional Officers or agents with such duties as it may deem necessary or desirable. Such additional Officers shall serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election or appointment. Two or more offices may be held by the same person.

(c)           Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

(d)           Any Officer may resign his office at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(e)           The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

4.2           Removal of Elected Officers: Any elected Officer may be removed at any time, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office.

4.3           Duties: (a)  President: The President shall be the principal executive Officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(b)           Treasurer: The Treasurer shall:  (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (3) deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; and (4) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall, if required by the Board of Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(c)           Secretary: The Secretary shall: (l) keep the minutes of the meetings of  the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1           Stock Certificates: (a)  Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President and by the Treasurer or the Secretary, certifying the number of shares owned by him.

(b)           If such certificate is countersigned by a transfer agent other than the Corporation or its employee, or by a registrar other than the Corporation or its employee, the signatures of the Officers of the Corporation may be facsimiles, and, if permitted by law, any other signature may be a facsimile.

(c)           If any Officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such Officer at the date of issue.

(d)           Certificates of stock shall be issued in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors, and shall be numbered and registered in the order in which they were issued.

(e)           All certificates surrendered to the Corporation shall be canceled with the date of cancellation, and shall be retained by the Secretary, together with the powers of attorney to transfer and the assignments of the shares represented by such certificates, for such period of time as shall be prescribed from time to time by resolution of the Board of Directors.

5.2           Record Ownership: A record of the name and address of the holder of such certificate, the number of shares represented thereby and the date of issue thereof shall be made on the Corporation’s books. The Corporation shall be entitled to treat the holder of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

5.3           Transfer of Record Ownership: Transfers of stock shall be made on the books of the Corporation only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

5.4           Lost, Stolen or Destroyed Certificates: Certificates representing shares of the stock of the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed in such manner and on such terms and conditions as the Board of Directors from time to time may authorize.

5.5           Transfer Agent; Registrar; Rules Respecting Certificates: The Corporation may maintain one or more transfer offices or agencies where stock of the Corporation shall be transferable. The Corporation may also maintain one or more registry offices where such stock shall be registered. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

5.6           Fixing Record Date for Determination of Stockholders of Record: The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of the stockholders or any adjournment thereof, or the stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or to express consent to corporate action in writing without a meeting, or in order to make a determination of the stockholders for the purpose of any other lawful action. Such record date in any case shall be not more than sixty days nor less than ten days before the date of a meeting of the stockholders, nor more than sixty days prior to any other action requiring such determination of the stockholders. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.7           Dividends: Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in its discretion deems proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

ARTICLE VI

SECURITIES HELD BY THE CORPORATION

6.1           Voting: Unless the Board of Directors shall otherwise order, the President, the Secretary or the Treasurer shall have full power and authority, on behalf of the Corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid. The Board of Directors from time to time may confer like powers upon any other person or persons.

6.2           General Authorization to Transfer Securities Held by the Corporation: (a)Any of the following Officers, to wit: the President and the Treasurer shall be, and they hereby are, authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Corporation, and to make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.

(b)           Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a), a certificate of the Secretary of the Corporation in office at the date of such certificate setting forth the provisions of this Section 6.2 and stating that they are in full force and effect and setting forth the names of persons who are then Officers of the Corporation, then all persons to whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the Corporation, and that with respect to such securities the authority of these provisions of the by-laws and of such Officers is still in full force and effect.

ARTICLE VII

MISCELLANEOUS

7.1           Signatories: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

7.2           Seal: The seal of the Corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.

7.3           Notice and Waiver of Notice: Whenever any notice of the time, place or purpose of any meeting of the stockholders, Directors or a committee is required to be given under the  law of the State of Delaware, the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

7.4           Indemnity: The Corporation shall indemnify its Directors, Officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 7.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that  indemnification of the Director, Officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145  of the Delaware General Corporation Law.

7.5           Fiscal Year: Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

EX-5.1

Exhibit 5.1

[GOTTBETTER & PARTNERS, LLP LETTERHEAD]

March 20, 2008

To the Board of Directors

Eastern Resources, Inc.

4 Park Avenue, Suite 16K

New York, NY  10016

Re:          Eastern Resources, Inc.

Registration Statement on Form S-1

Gentlemen:

We are acting as special counsel to Eastern Resources, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form S-1 (the “Registration Statement”), relating to the offer and sale pursuant to the Registration Statement, by the Selling Stockholders identified in the Registration Statement, of up to 8,529,000 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company.

You have requested our opinion as to the matters set forth below in connection with the issuance or proposed issuance of the Shares.  For purposes of rendering this opinion, we are familiar with the Registration Statement, and we have examined the Company’s Certificate of Incorporation, as amended to date, the Company’s Bylaws, as amended to date, and corporate actions of the Company that provide for the issuances of the Shares.  We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion.  We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on statements of an officer of the Company.

Based upon and subject to the foregoing, it is our opinion that:

(a)           The Shares to be offered by the Selling Stockholders have been duly authorized for issuance by the Company and are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus constituting a part thereof.  In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations thereunder.

Very truly yours,

/s/ Gottbetter & Partners, LLP

Gottbetter & Partners, LLP

EX-10.1

Exhibit 10.1

LITERARY PURCHASE AGREEMENT

This Literary Purchase Agreement ("Agreement") is entered into as of April 1, 2007, between Buzz Kill, Inc. ("Purchaser"), which is or shall become by the start of principal photography a signatory to the WGA Agreement and Seasmoke, Inc. ("Lender") f/s/o Steven Kampmann and Matt Smollon (“Smollon”) (collectively hereinafter referred to as “Seller") with respect to the acquisition of all right, title, and interest in and to the screenplay and all rewrites and polishes thereof written by Seller presently entitled "Buzz Kill" (the screenplay together with the title, themes, contents, characters, stories, rewrites, polishes and all elements contained therein are herein referred to as the “Property") for the production of a theatrical motion picture currently entitled "Buzz Kill" (the "Picture").

A.           CONDITIONS PRECEDENT:

All of Purchaser’s obligations hereunder are conditioned upon (i) Purchaser’s approval of the chain of title attendant to the Property, and (ii) Purchaser’s receipt of a fully executed copy of this Agreement, the Assignment and the Certificate of Authorship attached hereto as Exhibits "A” and “B" respectively.

1.           PURCHASE:

1.1           Fixed Compensation. Purchaser shall pay to Seller, as full and complete consideration for all of the rights granted hereunder the following: (a) to Lender (i) Six Thousand Two Hundred Fifty Dollars ($6,250) payable one-third (1/3) upon execution of this Agreement with the remaining two-thirds (2/3) payable upon Purchaser’s receipt of the entire financing for the Picture and (ii) a "Deferral" in the amount of Twelve Thousand Seven Hundred Thirty One Dollars ($12,731) which shall be due and payable according to the Definition and Application of Proceeds to be attached hereto as Exhibit “C”; and (b) to Smollon (i) Six Thousand Two Hundred Fifty Dollars ($6,250) payable one-third (1/3) upon execution of this Agreement with the remaining two-thirds (2/3) payable upon Purchaser’s receipt of the entire financing for the Picture and (ii) a "Deferral" in the amount of Twelve Thousand Seven Hundred Thirty One Dollars ($12,731) which shall be due and payable according to the Definition and Application of Proceeds to be attached hereto as Exhibit "C".

1.2           Contingent Compensation. If Purchaser or its assignees, licensees or successors produces or causes the Picture to be produced, in addition to the amount set forth in Paragraph 1.1 above, Lender and Smollon shall each receive an amount equal to three and one-half percent (3.5%) of one hundred percent (100%) of the "Net Proceeds", which shall be defined, calculated, due and payable in accordance with Purchaser’s standard definition, subject to good faith negotiations by in any event on a most favored nations basis with any other Net Proceeds participant.

1.3           Box Office Bonus. If the Picture is released as a theatrical motion picture and if the Picture’s North American (i.e., the United States and Canada) theatrical box office receipts (as reported in weekly Variety or EDI) reach or exceed Fifteen Million Dollars ($15,000,000) then Purchaser shall pay to Seller the amount of Twenty Five Thousand Dollars ($25,000) and an additional Twenty Five Thousand Dollars ($25,000) thereafter for each Fifteen Million Dollars ($15,000,000) in theatrical box office receipts (as reported in weekly Variety or EDI) reached thereafter. All amounts paid to Seller pursuant to this Paragraph 1.3 shall be applicable against Seller’s Net Proceeds Participation.

2.           WRITING SERVICES

2.1           Rewrite and Polish. Purchaser shall have an irrevocable option to engage Seller as an employee for hire to write one or more rewrites (each a "Rewrite") of the Property and one or more polishes (each a "Polish") thereof and Seller hereby agrees to render such writing services. Seller’s services pursuant to this Paragraph 2.1 shall be on an exclusive basis during all writing periods and on a non-exclusive but first priority basis at all other times. Seller shall prepare each Rewrite and/or Polish upon Purchaser’s written notice thereof  (subject to Seller’s then existing professional availability) in accordance with and subject to the reasonable instructions, directions and writing schedule designated by Purchaser.

2.2           Rewrite and Polish Fees. Provided that Seller fully and faithfully performs all services required hereunder and is not otherwise in material uncured default hereof, Seller shall be paid in accordance with the minimum requirements of the applicable provisions of the Writers Guild of America Basic Agreement. Any rewrite or polish shall be due two (2) weeks before the commencement of principal photography of the Picture.

3.           GRANT OF RIGHTS.

3.1           Rights in the Property. Contingent upon Seller’s receipt of the Fixed Compensation as set forth in Paragraph 1.1 above, Seller hereby sells, grants, conveys and assigns to Purchaser, its successors, licensees and assigns exclusively and forever all rights throughout the world in and to the Property. Purchaser may in its discretion make any and all changes in, additions to, and deletions from the Property in the exercise of its rights hereunder and Seller waives any rights of “droit morale" it may have therein. The rights granted to Purchaser include, without limitation, all motion picture rights (including all silent, sound, dialogue and musical motion picture rights), all television motion picture rights and other television rights, throughout the world, in and to the Property and in and to the copyright thereof and all renewals and extensions of copyright. Included among the rights granted to Purchaser hereunder (without in any way limiting the grant of rights hereinabove made) are the following sole and exclusive rights throughout the world:

3.1.1           To make, produce, adapt, sell, lease, rent, reissue, perform and generally deal in and with the Property and to copyright one or more motion picture adaptations or versions based in whole or in part on the Property, of every size, gauge, color or type, whether produced for exhibition theatrically, non-theatrically or otherwise, including musical motion pictures and remakes of sequels and prequels to any motion pictures produced hereunder, and for such purposes to record and reproduce and license others to record and reproduce, in synchronization with such motion pictures, spoken words taken from or based upon the text or theme of the Property and any and all kinds of music, musical accompaniments and/or lyrics to be performed or sung by performers in any such motion picture and any and all other kinds of sound and sound effects.

3.1.2           To exhibit, perform, rent, lease and generally deal in and with any motion picture produced hereunder: (i) by all means or technical processes whatsoever, whether now known or hereafter devised including, by way of example only, film, tape, disc, wire, audio-visual cartridge, cassette or television (including commercially sponsored, sustaining and subscription or pay-per-view television, or any derivative thereof); and (ii) in any place whatsoever, including homes, theaters and elsewhere, whether or not a fee is charged, directly or indirectly, for viewing any such motion picture.

3.1.3           To broadcast, transmit and reproduce the Property or any adaptation or version thereof (including, but not limited to, any motion picture produced hereunder and/or any script or other material based on or utilizing the Property or any of the characters, themes or plots thereof), by means of television or any process analogous thereto whether now known or hereafter devised (including, but not limited to, commercially sponsored, sustaining and subscription, or pay-per-view television), through the use of motion pictures produced on films or by means of magnetic tape, wire, disc, audio-visual cartridge or any other device now known or hereafter devised and including such television productions presented in series or serial form, and the exclusive right generally to exercise for television purposes all the rights granted to Purchaser hereunder for motion picture purposes.

3.1.4           For the foregoing purposes, to use all or any part of the Property and any of the characters, plots, themes and/or ideas therein contained, and the title of the Property and any title or subtitle of any component of the Property, and to use said titles or subtitles in connection with any motion picture or other version or adaptation whether or not the same is based on or adapted from the Property and/or as the title of any musical composition contained in any such motion picture or other version or adaptation.

3.1.5           To use and exploit, in any and all media, commercial and merchandise tie-ups and recordings of every kind and nature and of any sort and nature arising out of or connected with the Property and/or motion picture or other versions and/or the title or titles thereof and/or the characters thereof and/or their names or characteristics.

3.1.6           All rights, licenses, privileges and property herein granted to Purchaser shall be cumulative and Purchaser may exercise or use any or all of said rights, licenses, privileges and property simultaneously with or in connection with or separately and apart from the exercise of any other of said rights, licenses, privileges and property. If Seller hereafter makes or publishes or permits to be made or published any revision, adaptation, translation or dramatization or other versions of the Property, then Purchaser shall have and Seller hereby grants to Purchaser without payment therefor all of the same rights therein as are herein granted Purchaser. The term "motion picture" shall be deemed to mean and include any present or future kind of motion picture production with or without sound recorded and reproduced synchronously therein, whether the same is produced on film or by any other method or means now or hereafter used for the production, exhibition and/or transmission of any kind of motion picture production.

3.2           Name, Likeness, Etc. Purchaser shall have the perpetual right to use and authorize others to use the name, voice and approved likeness of Seller and approved biographical information (provided that Seller provides Purchaser therewith in a timely manner as required by Purchaser) pertaining to Seller for advertising and publicity purposes in connection with any use or proposed use of the Property, the Picture or any other motion picture, television program or other production based on the Property, provided that Seller shall not be portrayed as using or directly or indirectly endorsing any product or service without Seller’s prior written consent.

4.           REPRESENTATIONS AND WARRANTIES.

Subject to Article 28 of the WGA Basic Agreement and except for any material provided by or on behalf of Purchaser for inclusion in the Picture, Seller hereby represents and warrants that:

4.1           Seller is the sole and exclusive owner of all of the rights herein granted to Purchaser in and to the Property, and Seller has the full and exclusive right, power and authority to enter into and perform this Agreement and to convey all of the rights hereby conveyed to Purchaser;

4.2           Seller is not subject to any obligation or disability which could or might  prevent Seller from performing all of the covenants and conditions to be kept or performed by Seller hereunder, and Seller has not heretofore made nor will Seller hereafter make any grant, assignment, commitment, agreement or do any act which could or might materially interfere with the full and complete enjoyment by Purchaser of Seller’s services hereunder or the rights granted hereunder;

4.3           The Property is wholly original with Seller in all respects and no part thereof has been taken from or based upon any other literary, dramatic or musical material or any motion picture or television production (except for material in the public domain) and to the best of Seller’s knowledge, will not in any way infringe upon or violate any copyright, common law rights or literary, dramatic or motion picture rights of, or constitute a defamation or invasion of the rights of privacy and/or publicity of any person, firm or corporation whatsoever;

4.4           No part of the rights herein conveyed to Purchaser have in any way been encumbered, conveyed, granted or otherwise disposed of, and the same are tree and clear of any liens or claims whatsoever and to the best of Seller’s knowledge, there are no claims, litigation or other proceedings pending, outstanding or threatened which might in any way prejudice, interrupt, impair, limit, diminish or interfere with the rights granted to Purchaser hereunder;

4.5           The Property has not previously been exploited in any medium of communication (other than in printed screenplay form); and

4.6           The Property is and shall be wholly protected by copyright in the United States, is not and shall not be in the public domain and may be protected elsewhere so far as the laws of other countries provide copyright in the United States for such protection.

5.           INDEMNIFICATION.

Subject to Article 28 of the WGA Basic Agreement, Seller hereby indemnifies and agrees to hold Purchaser, its directors, employees, agents, successors, assigns and licensees harmless from and against any and all judgments, liabilities, damages, penalties, losses, claims and expenses (including reasonable outside attorneys’ fees and disbursements) arising out of or in connection with any breach by Seller of any of his respective warranties, representations or agreements contained in this Agreement.

Purchaser shall defend, indemnify and hold harmless Lender and Seller and Seller’s directors, employees, agents, successors, assigns and licensees from and against any and all claims, demands, liabilities, damages, losses, costs and expenses (including reasonable outside attorney’s fees) arising out of the development, pre-production, production, completion and exploitation of the Picture and/or any element thereof (other than those arising out of any breach of Seller’s representations, warranties and agreements).

6.           CREDITS.

In the event the Picture is produced and provided that Seller is not in default hereof, Seller shall be accorded writing credit in accordance with the minimum requirements of the Writers Guild of America Basic Agreement. Subject to the foregoing, all other aspects of Seller’s credit (if any) shall be determined in the sole discretion of Purchaser, if applicable, or the third party distributor and/or financier of the Picture. Purchaser shall use best efforts to contractually obligate the distributor(s) of the Picture to comply with the provisions contained in this Paragraph 6. No casual or inadvertent failure by Purchaser, nor any failure by a third party, to accord Seller credit hereunder shall be deemed to be a breach of this Agreement.

 

7.           UNION AGREEMENT AND MEMBERSHIP.

To the extent that any provision in this Agreement conflicts with the mandatory provisions of any collective bargaining agreement applicable to and binding upon Purchase in connection with any rights granted to Purchaser by Seller herein, or in connection with the rendition of Seller’s services hereunder (including, without limitation, the WGA Agreement) (the "Union Agreement"), the Union Agreement shall prevail; provided, however, that in the event of such conflict, the affected provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to permit compliance with the minimum mandatory terms and conditions of the Union Agreement. If, pursuant to the Union Agreement, Seller is entitled to any payment in addition to or greater than those set forth herein, then any such additional or greater payment made by Purchaser shall, except to the extent expressly prohibited by such collective bargaining agreement, be considered as an advance against and deducted from any such sum which may subsequently become payable to Seller hereunder. If in determining the payments to be made hereunder, there is required any allocation of the compensation paid to Seller as between Seller’s various services, Seller agrees to be bound by such allocation as may be made by Purchaser in good faith. Purchaser shall acquire the maximum rights permitted to be acquired pursuant to the Union Agreement. Seller agrees to the content of any and all waivers that Purchaser may obtain from any relevant union. Seller warrants and represents that Seller is a member in good standing of the Writers Guild of America. Purchaser shall not be entitled to apply overscale compensation for Seller’s services in connection with the Picture in reduction of any other payments due to Seller under the Agreement or of any union or guild residual payments or to cross collateralize contingent compensation with union or guild residual payments or vice versa. Company agrees to pay on behalf of Seller directly to the proper authority concerned all applicable WGA union pension, health and welfare fund contributions; provided, however, in no event shall the aggregate amount of such payments exceed the total of all similar payments which Purchaser would be required to make had Purchaser employed Seller directly. Any such payments will be treated by Purchaser for United States federal, state and local tax purposes as additional income paid by Purchaser to Seller as if Seller made such payment to the proper authority concerned.

8.           PREMIERES/FESTIVALS.

Upon the condition that Seller shall fully perform all services and obligations required to be performed by Seller hereunder, and provided that Seller is not in material uncured default hereunder, Company shall invite Steven Kampmann and Matt Smollon and one (1) non-business related guest each to attend one (1) major U.S. "celebrity" premiere of the Picture and all "first tier" film festival screenings of the Picture. In the event such premiere is more than one hundred (100) miles from Seller’s then current place of residence, Purchaser shall use reasonable good faith efforts to require the distributor of the Picture to provide Seller with the following: (i) one (1) round-trip air transportation, if available and if used, for Seller (only if such transportation is provided to other non-cast members); (ii) reasonable hotel accommodations (room and tax only) (only if such accommodations are provided to other non-cast members); and (iii) reasonable expenses incurred in connection with or arising from the attendance of Seller at any such premiere and/or A festival (only if such expenses are reimbursed for any other non-cast member). Notwithstanding the foregoing, Seller’s travel and expenses hereunder shall be on a favored nations basis with any non-cast member of the Picture. If Lender and/or Steven Kampmann receive the same or similar benefits under the terms of a "Director Agreement" between Purchaser and Lender dated April 13, 2007, then Lender and/or Steven Kampmann shall be only entitled to such premiere invitations so as not cause a duplication of benefits accorded to Lender and/or Steven Kampmann hereunder.

9.           REMEDIES.

Seller agrees that the rights and privileges granted to Purchaser hereunder are of a special, unique, unusual, extraordinary and intellectual character involving skill of the highest order which gives them a peculiar value, the loss of which may be reasonably or adequately compensated by damages in an action at law, and that a breach by Seller of any of the provisions contained herein may cause Purchaser to suffer irreparable injury and damage. Seller hereby expressly agrees that Purchaser will be entitled to seek injunctive and other equitable relief to prevent or cure any breach or threatened breach of this Agreement by Seller. Resort by Purchaser to injunctive or equitable relief, however, will not be construed as a waiver of any of the rights which Purchaser may have against Seller for damages or otherwise. The waiver by either party of any breach hereof shall not be deemed a waiver of any prior or subsequent breach hereof. All remedies of either party shall be cumulative and the pursuit of one remedy shall not be deemed a waiver of any other remedy. Notwithstanding the foregoing, in the event of any breach or alleged breach of this Agreement by Purchaser, Seller’s sole right shall be to seek the recovery of money damages, and Seller shall not have the right to terminate or rescind this Agreement or in any way to enjoin or restrain the development, production, distribution, exhibition, advertising or exploitation of the Picture or any of the other rights granted to Purchaser hereunder.

10.           NO OBLIGATION TO PROCEED.

Nothing contained herein shall in any way obligate Purchaser to utilize the Property, use Seller’s services hereunder or to include the results and proceeds of Seller’s services in the Picture, or to produce, exhibit, advertise or exploit a motion picture, television program or any other work based on the Property.

11.           ASSIGNMENT.

Purchaser shall have the right to assign this Agreement, in whole or in part, in any manner and to any party as Purchaser shall determine in its sole discretion; provided, that Purchaser’s assignee is a "major" or "mini-major" motion picture company or television network or cable television company (as such terms are commonly understood in the entertainment industry); otherwise Purchaser shall remain secondarily liable. Seller may not assign this Agreement, except for a one (1) time only right to assign the receipt of the compensation received hereunder to a third party.

12.           ADDITIONAL DOCUMENTS.

                Seller shall deliver to Purchaser the Assignment and the Certificate of Authorship attached hereto as Exhibits "A" and "B" respectively, duly executed by Seller, and any amendments or modifications thereto required by Purchaser and, at Purchaser’s request, any and all further assignments and other instruments consistent herewith reasonably necessary or desirable to carry out the purposes and intent of this Agreement. Seller hereby irrevocably appoints Purchaser (which appointment shall be coupled with an interest) the true and lawful attorney-in-fact of Seller to execute, acknowledge and deliver any such assignment or instrument if Seller shall fail or refuse to execute, acknowledge or deliver same, following written notice and an opportunity to review and negotiate any such assignments or instruments.

13.           NOTICES.

All notices hereunder shall be in writing and shall be deemed given hereunder on the date delivered by hand or facsimile or a date forty-eight (48) hours after the date mailed by certified mail. Until further notice, the addresses of the parties shall be as follows:

Seller:	Seasmoke, Inc. c/o Elkins & Elkins 16830 Ventura Boulevard, Suite 300 Encino, CA 91436
With a copy to:	Benchmark Entertainment 8721 W Sunset Boulevard, PH#1 West Hollywood, CA 90069 Attn.: Albert Beveridge
	Myman Abell Fineman Fox Greenspan Light, LLP 11601 Wilshire Blvd., Suite 2200 Los Angeles, CA 90025-1758 Attn.: Thomas J. Fineman, Esq.
	Matt Smollon 473 Prospect Street South Orange, NJ 07079
Purchaser:	Buzz Kill, Inc. 4 Park Avenue, Suite 16K New York, NY 10016 Attn.: Thomas Hanna
With a copy to:	Emerson E. Bruns, PLLC 1790 Broadway, 20th Floor New York, NY 10019 Attn.: Emerson E. Bruns, Esq.

14.           INSURANCE.

Purchaser shall cause Lender and Seller (including Steven Kampmarm and Smollon personally) to be added as an additional insureds under the Picture’s general liability, workman’s compensation and errors and omissions policy in connection with the Picture, if any, subject to the terms and conditions of said policy, including any deductible or policy limits; provided, however, the inclusion of Seller on such policy will not relieve Seller from a breach of Seller’s representations, warranties and indemnities contained herein.

15.           SUBSEQUENT PRODUCTIONS.

 If within seven (7) years after the initial general theatrical release (if any) of the Picture, if Purchaser or its assignee elects (in its sole discretion) to have written a screenplay for the initial live action theatrical sequel to and/or the initial live action theatrical prequel to and/or the initial live action theatrical remake of the Picture (collectively a "Theatrical Production") and provided Seller received sole "Written by" or “Screenplay by" credit for the Picture upon Final Credit Determination and is then active as a writer in the theatrical motion picture industry and is available as, when and where reasonably required by Purchaser, then Purchaser shall first negotiate in good faith (within Purchaser’s standard parameters, but in no event upon financial terms for Seller writing services less favorable to Seller than the financial terms for Seller’s writing services set forth in this Agreement) with Seller on the screenplay for the first such Theatrical Production. If  Purchaser and Seller fail to agree on terms for Seller’s services on such Theatrical Production within thirty (30) days following Purchaser’s service of notice on Seller of the commencement of negotiations therefor, if Seller is unavailable, or if Seller elects not to write, then Purchaser shall have the right to engage another writer(s) and shall have no further obligation to Seller. If Purchaser and Seller enter into an agreement for the initial Theatrical Production, such agreement shall contain a provision substantially similar to this Paragraph 15.

16.           DVD.

Upon condition that Seller shall fully perform all of the required services and material obligations required to be performed by Seller hereunder and that Seller is not in material, uncured default hereunder, Seller shall be entitled to two (2) DVDs of the Picture upon commercial availability of the same.

17.           TRAVEL.

If Seller shall be required by Purchaser to travel to a remote location more than one hundred (100) miles from Seller’s principal residence, Purchaser shall provide each Seller with one (1) round-trip transportation (if used), by air, (if available and if appropriate) (only if such transportation is provided to other non-cast members; provided, however, that in no event shall Seller that no such transportation shall be accorded if traveling within the state of New Jersey),  plus hotel accommodations (room and tax only) (only if such accommodations are provided to other non-cast members), reasonable expenses incurred in connection with or arising from the attendance of Seller in the remote location (only if such expenses are reimbursed for any other non-cast member) and ground transportation to and from the airport, hotel (if any) and from the hotel to the set and between locations (only if such transportation is provided to any other non-cast member). The class of travel and accommodation for Seller’s travel hereunder will be no less favorable than that for any other party, including, without limitation, Purchaser’s producers.

18.           REVERSION/TURNAROUND.

In the event that Purchaser has paid to Seller the Fixed Compensation but principal photography of the Picture has not commenced, subject to force majeure extensions, within eighteen (18) months from the date Purchaser pays Seller the Fixed Compensation hereunder, Seller shall have the right thereafter to repurchase from Purchaser on a quitclaim basis all of Purchaser’s rights in the Property by written notice to Purchaser accompanied by instruments in a form reasonably satisfactory to Purchaser (a) guaranteeing full payment to Purchaser of an aggregate amount equal to all payments made to Seller hereunder and under any other agreement between Seller and Purchaser no later than commencement of principal photography of the first production based on the Property, plus interest on such aggregate amount at the average commercial lending rate charged from time to time by Purchaser’s principal lenders through the date of repayment, and (b) assuming all executory obligations in connection with the Property and any productions based thereon, and indemnifying Purchaser with respect to all claims and liabilities which may arise in connection with the Property and any productions based thereon.

19.           MISCELLANEOUS.

19.1           The titles of the paragraphs of this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement.

19.2           This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and fully performed therein.

19.3           This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes any prior understandings or agreements of the parties. Seller acknowledges that no representation or agreement not expressly contained in this Agreement has been made by Purchaser or any of its agents, employees or representatives. This Agreement may not be modified or amended except in writing signed by the party to be charged.

IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first written above.

                                                                              BUZZ KILL, INC.:

                                                                              By: /s/Thomas Hanna

                                                                              An Authorized Signatory

                                                                              SEASMOKE, INC.:

                                                                              By: /s/ Steven Kampmann            

                                                                              An Authorized Signatory

                                                                              EIN #: 95-3670317

                                                                              /s/ Matt Smollon                            

                                                                              MATT SMOLLON

EX-10.2

Exhibit 10.2

**NO QUOTE BASIS**

BUZZ KILL, INC.

4 Park Avenue, Suite 16K

New York, New York 10016

As of April 13, 2007

Seasmoke, Inc. f/s/o Steven Kampmann

c/o Elkins & Elkins

16830 Ventura Boulevard, Suite 300

Encino, CA 91436

Re: Buzz Kill/Steven Kampmann

Dear Mr. Kampmann:

The following shall set forth the agreement (”Agreement") between Buzz Kill, Inc. ("Company'), which is or shall become by principal photography of the Picture a signatory to the applicable DGA Agreement, and Seasmoke, Inc. (”Lender") with respect to Lender furnishing the services of Steven Kampmann (“Director") for Director’s directing services in connection with the motion picture currently entitled “Buzz Kill" ("Picture") as follows; contingent upon, however, that Company secures financing for the Picture:

1. Services. Lender shall cause Director to render all services reasonably required by Company during the pre-production, production and post-production of the Picture.

1.1 Pre-Production Services: During the pre-production period,commencing as one (1) week on either side of June 11, 2007 until one (1) week on either side of July 16, 2007 ('Pre-Production Period"), Lender shall cause Director’s services to be on a exclusive, first priority, in-person basis; it being understood that in the event that Director provides services for a third party, Lender shall ensure that such services shall not interfere or in any way hinder either Lender's or Director’s obligations hereunder. During the Pre-Production Period, Director shall, amongst other things, attend development, casting, location, scheduling, financing and budget meetings as reasonably designated by Company and perform all other services customarily rendered by directors of first-class independently produced theatrical motion pictures.

1.2 Production/Post-Production Services: Director's services shall be exclusive commencing one (1) week on either side of July 16, 2007 through completion of principal photography and first priority through Directors delivery of the final cut of the Picture; thereafter, Director’s services shall be non-exclusive but rendered on a regular in-person basis until delivery of the completed Picture (including airline and television coverage, and any additional photography required by Company), provided that Director’s professional availability does not materially interfere with the delivery of the completed Picture. Notwithstanding the foregoing, any of Director’s services subsequent to September 8, 2007 shall be subject to Directors teaching schedule.

1.3 Pay and Play Basis: Provided Lender and Director have fully Performed all material services required by Company in connection with the Picture, provided further that neither Lender nor Director are in material default or breach of this Agreement, and subject to Company’s right of suspension and/or termination on account of Directors default, disability or an event of force majeure, Director shall become "pay and play" for the Director Fees in Paragraph 4.1(a) once the Company sets the Picture for production; it being understood that the Picture shall be deemed "set for production" when the financing for the Picture has been secured, final screenplay and budget have been approved by Company, the principal cast and creative personnel have been engaged and a definite start date has been scheduled by the Company for commencement of principal photography; provided, however, that in no event shall Director become "pay and play" later than any other “pay and play" individual associated with the Picture (except the producers of the Picture).

2. Picture Specifications. Notwithstanding anything to the contrary contained herein, all of Company's obligations hereunder shall be conditioned upon the following specifications for the Picture unless otherwise approved by Company in writing. The Picture shall: (i) conform to the Company-approved screenplay dated as of February 8, 2007, except for minor changes during production; (ii) have a running time of not less than eighty-five (85) minutes (exclusive of main and end titles) nor more than one hundred twenty (120) minutes (inclusive of main and end titles); (iii) receive a MPAA rating no more restrictive than "R"; and (iv) have sufficient alternative footage of scenes and dialogue necessary for airline and U.S. network television exhibition of the Picture.

3. Credit. Provided that the Picture is substantially completed with Director as the sole director (excluding, however, second unit photography) thereof and there is no material uncured breach by Lender and/or Director hereunder, Director shall be accorded the following credits:

3.1 Directed By Credit: a “Directed By" credit on a separate card in the main titles on positive prints of the Picture and in the billing block portion of all paid advertising of the Picture under Company's control (subject to the customary exclusions and practices of the distributor(s) of the Picture). Director’s credit shall be at the same size  height, width, thickness and duration) of the credit of any other individual rendering producing or executive producing services on the Picture. If any individual producer or executive producer credit is displayed in the billing block portion of an excluded ad issued by or under the control of Company (other than an advertisement related to awards, nominations, congratulations and the like or in the audio portion of any excluded ad in which only the honoree is mentioned), then Director shall receive Director's "Directed By" credit in the billing block portion of such excluded ad. In the event that Company elects, in its sole discretion, to include a "billing block" on the packaging of video and soundtrack items (collectively, "Packaging"), Director shall receive Director's "Directed By" credit on the packaging of the video and soundtrack items (collectively, the "Packaging").

3.2 Possessory Credit: A "Film By" credit on a separate card in the main titles on positive prints of the Picture and in the billing block portion of all paid advertising of the Picture under Company's control (subject to the customary exclusions and practices of the distributor(s) of the Picture). Director's credit shall be at the same size (i.e., height, width, thickness and duration) of the credit of any other individual rendering producing or executive producing services on the Picture. If the production credit accorded for the Picture is displayed in the billing block portion of an excluded ad issued by or under the control of Company (other than an advertisement related to awards, nominations, congratulations and the like or in the audio portion of any excluded ad in which only the honoree is mentioned), then Director shall receive Director's "Film By" credit in the billing block portion of such excluded ad. In the event that Company elects, in its sole discretion, to include a 'billing block" on the Packaging, Director shall receive Director's "Film By" credit on the Packaging.

3.3 Miscellaneous: Company shall contractually obligate the distributor(s) of the Picture to comply with the credit herein, but shall not be responsible for such distributor(s)' failure to comply nor for inadvertent breach. Subject to the applicable provisions of the Directors Guild of America Low Budget Agreement ("DGA Agreement"), all other aspects of Director's credit shall be determined in Company's sole discretion. No casual or inadvertent failure of Company to comply with the provisions of this paragraph, nor any failure by third parties to comply with their agreements with Company, shall constitute a breach of this Agreement by Company or such third parties. In the event of any failure by Company to comply with the foregoing credit provisions, and upon written notice from either Lender or Director, Company shall make good faith efforts to prospectively cure any such failure which is commercially practicable.

4. Compensation. Provided that the Picture is produced by Company or its assignees, licensees or successors and that neither Lender nor Director is in material uncured breach hereunder, Lender shall be entitled to receive the following compensation:

4.1 Director Fees: Fixed Compensation in the amount of: (a) Twenty Thousand Dollars ($20,000), for Director's services required by Company hereunder, which shall be due and payable as follows:

(i) twenty percent (20%) upon execution of this Agreement;

(ii) sixty percent (60%) in weekly installments over the in-going schedule of principal photography;

(iii) ten percent (10%) upon the conclusion of principal photography; and

(iv) ten percent (10%) upon the Picture being delivered.

(b) a ”Deferral" in the amount of Fifty Thousand Dollars ($50,000) which shall be due and payable according to the Definition and Application of Proceeds to be attached hereto as Exhibit "A";

(c) An additional fee of Ten Thousand Dollars ($10,000) for every One Hundred Thousand Dollars ($100,000) that the final ”actualized" budget of the Picture (excluding contingency, completion bond costs, interest and other finance charges and any amounts payable to Lender hereunder) in excess of the currently anticipated budget of Six Hundred Fifty Thousand Dollars ($650,000).

4.2 Contingent Compensation: If Company or its assignees, licenses or successors produces or causes the Picture to be produced, in addition to the amount set forth in Paragraph 4.1 above, Lender shall each receive an amount equal to five percent (5%) of one hundred percent (100%) of the “Net Proceeds", which shall be defined, calculated, due and payable in accordance with Company's standard definition, subject to good faith negotiations but in any event defined, computed, accounted for and paid on a most favored nations basis with any other Net Proceeds participant.

4.3. Box Office Bonus: If the Picture is released as a theatrical motion picture and if the Picture's North American (i.e., the United States and Canada) theatrical box office receipts (as reported in weekly Variety or EDI) reach or exceed Fifteen Million Dollars ($15,000,000) then Company shall pay to Lender the amount of Twenty Five Thousand Dollars ($25,000) and an additional Twenty Five Thousand Dollars ($25,000) thereafter for each Fifteen Million Dollars ($15,000,000) in theatrical box office receipts (as reported in weekly Variety or EDI) reached thereafter. All amounts paid to Lender pursuant to this Paragraph 4.3 shall be applicable against Lender's Net Proceeds Participation.

5. Transportation. Lender and Director acknowledge that Director is to be considered a local hire. Accordingly, no travel, hotel or per-diem expenses shall become due or payable as a result of either Lender's or Directors participation in the filming of the Picture. Notwithstanding the foregoing, if Company shall require Director to render services hereunder (other than for publicity or promotional services) at a location which is more than one hundred (100) miles from Directors principal residence (the "Location"), then Company shall provide Director with: (i) one (1) round-trip, coach-class air transportation (if available, appropriate and if used), between Director's residence and the Location (only if such travel is provided to other non-cast members; provided, however, that no such transportation shall be accorded if traveling within the state of New Jersey); (ii) hotel accommodations (room and tax only) (only if such accommodations are provided to other non-cast members); and (iii) ground transportation between the airport and hotel accommodations and ground transportation between hotel and the set and between locations (only if such transportation is provided to any other non-cast member). Lender and Director expressly acknowledge that no such transportation or expenses are required in order for Director to render Director's services hereunder.

6. Cutting & Editing. Subject to the customary restrictions of the distributor(s) of the Picture, and subject further to the DGA Agreement, and provided that: (i) principal photography of the Picture is completed with Director as the sole director thereof: (ii) neither Lender nor Director materially breach any of the terms hereunder and such breach remains uncured; and (iii) the Picture is completed in conformity with the picture specifications as set forth in Paragraph 2 herein, Director shall have the right of "final cut." Director agrees to deliver the “locked" Picture no later than eight (8) weeks after the conclusion of principal photography and the "final cut" not later than twelve (12) weeks thereafter. Director's cutting and preview rights hereunder shall be, as set forth in the DGA Agreement, exercised in a manner so as not to result in any costs in excess of the approved budget for the Picture. Further, subject to the customary restrictions of the distributor(s) of the Picture, Director shall have the right to cut the foreign, festival, television, music videos and airline versions of the Picture.

7. Approvals. Lender and Director acknowledge and agree that Director shall have all approvals and controls subject to meaningful consultation with Company, including, without limitation, with respect to all key creative elements and the key crew. Director shall have meaningful consultation regarding the production schedule, script, the score and soundtrack for the Picture. Lender and Director acknowledge that the services to be rendered hereunder are personal to Director and may not be delegated or assigned.

8. Work-For-Hire. Lender and Director acknowledge that all results and proceeds of Lender's and Director's services hereunder and any material, whether written or oral, contributed or submitted to Company in connection with the Picture are being specially ordered by Company for use as part of a motion picture and shall be considered a "work-made-for-hire" for Company and, therefore, Company shall be the author and copyright owner thereof for all purposes throughout the universe. If for any reason any of the foregoing results and proceeds or materials are not deemed a work-made-for-hire then Lender and Director hereby grant and irrevocably assign to Company all such rights. Lender and Director hereby grant to Company the right, in perpetuity and throughout the world, to use, issue and authorize publicity concerning Director and to use Director's name, approved image, approved voice, approved likeness, approved photograph and approved biography in connection with the production (except with respect to Director's acting services should he elect to render such services), exhibition, promotion, advertising, distribution and exploitation of the Picture, provided Director is not depicted as directly or indirectly endorsing any product or service.

9. Force Majeure. In the event the preparation or production of the Picture is materially hampered, interrupted or prevented due to an event of force majeure (as that term is customarily defined in the motion picture industry) including, but not limited to, an act of God, war, riot, civil commotion, tire, casualty, strike, labor dispute, act of any governmental authority or any other reason which is beyond Company's reasonable control, (and provided that Company also suspends the rendition of services by all other personnel on the Picture for such event of force majeure), Company shall have the right to (a) suspend the Agreement (by serving notice of such suspension to Director in writing) while such event continues (and such additional period of time as Company may require to make preparation for the utilization or resumption of Lender's and Director's services) and/or (b) terminate the Agreement (by serving notice of such termination to Director in writing). In the event of a suspension pursuant to this paragraph, Company's obligation to make the payments provided hereunder shall likewise be suspended, except for any payments, which have accrued prior to the suspension, but have not yet been paid; provided that if any other person associated with the Picture has been paid during such suspension, Director shall also be paid. Director shall have the right to work for third parties during the suspension period. Company may not suspend either Lender or Director under this Paragraph 9 unless all other personnel principal cast members and above-the-line crew members are also suspended; and neither Lender nor Director may be terminated under this Paragraph 9 unless all other personnel are also terminated. In the event of a termination pursuant to this paragraph, Company, Lender and Director shall be released and discharged from any further obligation to each other hereunder and the compensation if any theretofore accrued to Lender hereunder when paid shall be deemed payment in full of the compensation payable to Lender; provided however that Company's credit, indemnification and insurance obligations to Lender and Director shall survive any such termination. If Company has exercised its suspension rights with respect to any event of force majeure and subsequently reinstated Lender and Director, then Company may not suspend again for a continuation of the same event of force majeure (other than where such event of force majeure is a strike or anticipated strike by the DGA, WGA and/or SAG). If Company requests Director to remain on location during any such period of suspension, Company shall continue to provide for Director as described in this Agreement. Director shall only be subject to a single suspension for a force majeure event. Director shall be reinstated if production of the Picture is recommenced after a force majeure termination on the terms as set forth herein.

10. Default/DisabiIity. Upon written notice to Lender of any breach by Lender and/or Director of any of the provisions of this Agreement, and provided that Lender and/or Director shall have a reasonable time in light of the time restraints imposed by the production schedule, but in no event to exceed forty eight (48) hours after receipt of written notice to cure such breach (such reasonable time, the “Cure Period") Company shall thereafter immediately have the right, exercisable at any time after the expiration of the Cure Period, to suspend Lender's engagement hereunder and/or to terminate this Agreement by so notifying Lender in writing. If either Lender or Director fail or refuse or neglect for any reason whatsoever to render the services or fulfill the material obligations provided hereunder, or if Lender shall be unable to cause Director to render the services or fulfill the obligations provided hereunder by reason of sickness, disability (and such sickness and/or disability lasts longer than seven (7) consecutive days or fourteen (14) days in the aggregate), death or unavoidable accident, Company shall have the right to (a) suspend the Agreement (by serving notice of such suspension to Director in writing) which such default or disability continues (and such additional period of time as Company may require to make preparation for the utilization or resumption of Lender's and Director's services hereunder) and/or (b) terminate the Agreement (by serving notice of such termination to Director in writing). In the event of a suspension pursuant to this paragraph, Company's obligations to make payments hereunder described shall be suspended, except for any payments that have accrued prior to the suspension, but have not yet been paid. In the event Company elects to terminate the Agreement because of either Lender's or Directors materially uncured default, Company shall have no further obligation to either Lender or Director hereunder, except for Company's credit, indemnity and insurance obligations to Lender and Director. In the event that Company elects to terminate the Agreement because of sickness, disability, death or accident, the compensation if any theretofore accrued to Lender when paid shall be deemed payment in full of the compensation payable to Lender hereunder. At Company's election, (i) a material breach by either Lender or Director of any other agreements entered into between Lender and/or Director and Company ('Other Agreements") will be deemed to be a material breach of this Agreement; and (ii) if Lender's or Director's services are suspended and/or terminated under the Other Agreements, then Company shall have the right to suspend Lender's and/or Director's services hereunder or terminate this Agreement, as applicable.

                11. Representations and Warranties. Lender and Director hereby represent, warrant and agree that:

11.1 Lender is a duly organized and existing corporation in good standing under the laws of its place and country of incorporation, and has the exclusive right, power and authority to enter into this Agreement, to grant the rights agreed to be granted by Lender hereunder and to furnish the services of Director as herein provided under a valid and subsisting exclusive binding contract of employment pursuant to which Lender employs Director for a term extending at least until the completion of all services required of Director hereunder, and if Lender was incorporated outside the United States of America, it is not engaged in any trade or business in the United States and does not have a “permanent establishment" in the United States (as that term is defined in the Tax Treaty between the United States and the country of incorporation), and it does not have any agent in the United States who has, or habitually exercises, general authority to negotiate and conclude contracts on its behalf.

11.2  Lender will make all payments of compensation required to be made to Director on account of the services rendered by Director pursuant to this Agreement and by reason of the exploitation of any rights granted to Company hereunder. Lender will discharge all obligations imposed upon Lender in connection with furnishing Director's services hereunder under applicable local, state, federal and international laws, including, but not limited to, obligations with respect to tax withholdings, worker’s compensation laws, national health insurance, social security and unemployment and disability insurance.

11.3 Neither Lender nor Director is subject to any obligation or disability which will or might prevent Lender or Director from fully keeping and performing all of the material covenants and conditions to be kept or performed by Lender or Director hereunder, and neither Lender nor Director has made nor will make any grant, assignment, commitment or do or permit any act which will or might interfere with or impair the full and complete performance of Lender's and Director's services or Company's full and complete enjoyment and exercise of the rights and privileges granted herein.

11.4 Any and all material written or furnished by Lender and Director hereunder is or will be original, shall not have been exploited in any manner or medium or (provided that Lender and/or Director notifies Company thereof) shall be in the public domain throughout the world, and shall not, to the best of Director's knowledge, infringe upon or violate the right of privacy of, or constitute a libel, slander, or unfair competition against, or violate any common law right, copyright or any other right of any person or entity.

11.5 to the best of Lender and Director's knowledge, there are (and will be) no liens, claims or encumbrances by or through Lender and/or Director which might conflict with or otherwise affect any of the provisions of the Agreement or Company's promotion or exploitation of the Picture (and all rights therein) in any and all media whether now known or hereafter devised throughout the universe in perpetuity; it being agreed, without limiting the generality of the foregoing, that Lender's and Director's representations, warranties, indemnity and grant of rights hereunder shall survive the suspension and/or termination, if ever, of Lender's and Director's engagement in connection with the Picture. Company's indemnity, Company's obligation to accord Director credit as set forth herein and Company's obligation to provide insurance coverage as set forth herein shall survive the suspension and/or termination.

11.6 Lender shall cause Director to deliver the completed Picture in accordance with Company's approved budget (excluding costs and/or delays that are beyond Director's control), production and post-production schedule, delivery date and shooting script (it being understood that neither Lender nor Director shall make any changes in connection therewith, except as provided in Paragraph 2 above, without Company's prior approval).

12. Indemnity. Lender and Director shall defend and indemnify and hold harmless Company and Company's employees and its officers, agent, successors, assign and licensees from and against any and all liabilities, claims, costs, damages and expenses (including reasonable outside attorneys' fees and disbursements) arising out of or in connection with a breach of the foregoing covenants, warranties or representations. Except with respect to matters arising from a breach hereof by Lender and/or Director and/or the gross negligence or willful misconduct of Lender and/or Director, Company shall indemnify Lender, Director, and each of its respective successors, heirs, assigns, administrators, trustees, executors and personal representatives and hold them harmless from and against any and all liabilities, claims, costs, damages and expenses (including reasonable outside attorneys' fees and disbursements) arising out of Company's development, production, distribution and/or exploitations of the Picture and/or any element thereon.

13. No Obligation to Proceed. Company has no obligation to actually use the results and proceeds of Directors services or to make, produce or exploit the Picture; it being understood that in the event Company abandons production of the Picture, it may terminate Lender’s and Director’s services pursuant to this Paragraph 13, Company shall not have any further obligation to either Lender or Director other than the obligation to pay all vested monies theretofore accrued and yet unpaid to Lender hereunder. Further, Company may, at its sole discretion, abandon the Picture at any time without further obligation to either Lender or Director other than the obligation to pay all monies theretofore accrued and yet unpaid to Lender hereunder. Payment of all compensation earned and accrued hereunder, subject to Company's right of termination or suspension, shall fully discharge Company of all of its obligations hereunder.

14. Remedies. Lender agrees that the services to be rendered by Director hereunder and the rights and privileges granted to Company hereunder are of a special, unique, unusual, extraordinary and intellectual character involving skill of the highest order which gives them a peculiar value, the loss of which may be reasonably or adequately compensated by damages in an action at law, and that a breach by either Lender or Director hereunder or the failure of either Lender or Director to render services in accordance with any of the provisions hereof may cause Company to suffer irreparable injury and damage. Lender hereby expressly agrees that Company will be entitled to seek injunctive and other equitable relief to prevent or cure any breach or threatened breach of this Agreement. Resort by Company to injunctive or equitable relief, however, will not be construed as a waiver of any of the rights which Company may have against either Lender or Director for damages or otherwise. Notwithstanding the foregoing, in the event of any breach or alleged breach of this Agreement by Company, Lender's and Director's sole right shall be to seek the recovery of money damages, and neither Lender nor Director shall have any right to terminate or rescind this Agreement or to otherwise enjoin or restrain the production, distribution, advertising or exploitation of the Picture or any rights therein.

15. Publicity. Lender and Director warrant and agree that neither Lender nor Director shall authorize the publication of any news story, magazine article or other publicity or information of any kind or nature relating to the Picture or Lenders and/or Directors services hereunder or to Company or Company's personnel or operations or to any exhibitor or any distributor of the Picture without the prior written consent of Company in each instance; provided, however, that Lender and Director may issue personal publicity solely concerning Director in which the Picture is mentioned incidentally, so long as such references to the Picture, Company or Company's personnel are not derogatory.

16. Premiere. Upon the condition that Lender and Director fully and faithfully perform all of the material services and obligations required to be performed by Lender and Director hereunder and that neither Lender nor Director are in material uncured default hereunder, Company shall provide Director plus one (1) guest with an invitation to attend all major United States celebrity premiere(s) and all major film festivals (if any) of the Picture. If any individual receives travel and expenses to any premiere or film festival, and in the event any such premiere or festival is more than two hundred fifty (250) miles from Director's then current place of residence, Company shall use reasonable good faith efforts to require the distributor of the Picture to provide Director with the following: (i) one (1) round-trip air transportation, if available and if used (only if such transportation is provided to other non-cast members); (ii) hotel accommodations (room and tax only) (only if such accommodations are provided to any other non-cast member); and (iii) reasonable expenses incurred in connection with or arising from the attendance of Director at any such premiere or festival (only if such expenses are reimbursed for any other non-cast member). All provisions contained in this Paragraph 16 shall be on a most favored nations basis with all other producers rendering services in connection with the Picture (ie, if any other producer is accorded air transportation, accommodations and/or expenses for any premiere or festival, Director shall also receive air transportation, accommodations and/or expenses for such premiere or festival). If Director receives the same or similar benefits under the terms of a "Literary Purchase Agreement" between Purchaser and Lender dated April 1, 2007, then Director shall be only entitled to such premiere invitations and/or transportation and expenses so as not cause a duplication of benefits accorded to Director hereunder.

17. Errors & Omissions Insurance. Company shall add Lender and Director as additional insureds under Company's errors and omissions and general liability policies in connection with the Picture, if any, subject to the terms and conditions of said policy, including any deductible or policy limits; provided, however, the inclusion of Lender and Director on said policy will relieve neither Lender nor Director from his  representations, warranties and indemnities contained herein.

18. Union Agreement and Membership. Company hereby warrants and represents that it will be a signatory in good standing with the Directors Guild of America, and shall be subject to the terms and conditions contained within the DGA Agreement no later than the commencement of principal photography for the Picture. To the extent that any provision in this Agreement conflicts with the mandatory provisions of any collective bargaining agreement applicable to and binding upon Company in connection with the rendition of Director's services hereunder, including, without limitation, the DGA Agreement (the “Union Agreement"), the Union Agreement shall prevail; provided, however, that in the event of such conflict, the affected provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to permit compliance with the minimum mandatory terms and conditions of the Union Agreement. To the extent and during such period as it may be lawful for Company to require Director to do so, Lender shall cause Director to become and remain a member in good standing of any appropriate union(s), including, without limitation, the Directors Guild of America. If Director fails, neglects or refuses to become a member in good standing of any such union(s), Company shall have the right at Company's sole election (in addition to its other rights and remedies hereunder) to terminate this Agreement or to pay on Director's behalf any required dues, fees or other payments to such union(s) and in the event of any such payment, Company may deduct the amounts paid by Company from any compensation otherwise payable to Lender hereunder. Company shall acquire the maximum rights permitted to be acquired pursuant to the Union Agreement. Director agrees to the content of any and all waivers that Company may obtain from any relevant union. Company shall not be entitled to apply overscale compensation for Director's services in connection with the Picture in reduction of any other payments due Lender and/or Director under the Agreement or of any union or guild residual payments or to cross collateralize contingent compensation with union or guild residual payments or vice versa. Company agrees to pay on behalf of Lender directly to the proper authority concerned all applicable DGA union pension, health and welfare fund contributions; provided, however, in no event shall the aggregate amount of such payments exceed the total of all similar payments which Company would be required to make had Company employed Director directly. Any such payments will be treated by Company for United States federal, state and local tax purposes as additional income paid by Company to Lender and as if Lender made such payment to the proper authority concerned.

19. Jurisdiction. This Agreement shall be governed by and construed pursuant to the laws of the State of New York, United States of America applicable to agreements executed and to be performed entirely therein.

20. Commitment to Others. Neither Lender nor Director shall have any right or authority to nor shall employ any person in any capacity, nor contract for the purchase or rental of any article or material, or make any commitment, agreement or obligation whereby Company shall be required to pay any monies or other consideration without Company's prior written consent in each instance.

21. DVD For Private Use: Upon condition that Director shall substantially perform all of the material services and obligations required to be performed by Director hereunder and that Lender and/or Director is not in material default hereunder, Company shall furnish Director (for Director's private, non-commercial use) with one (1) DVD copy of the Picture, when the same is manufactured and generally commercially available.

22. Office/Assistant: Company shall make best efforts to provide an intern for Director during the course of production and provide Director with access to Company's offices during the course of production.

23. Subsequent Production: If within seven (7) years after the initial general theatrical release (if any) of the Picture, if Company or its assignee elects (in its sole discretion) to create an initial live action theatrical sequel to and/or an initial live action theatrical prequel to and/or the initial live action theatrical remake of the Picture (collectively the “Theatrical Production") and provided Director receives sole “Directed by" credit for the Picture and is then active as a director in the theatrical motion picture industry and is available as, when and where reasonably required by Company, then Company shall first negotiate in good faith (within Company's standard parameters but in no event upon financial terms for Director's directing services less favorable to Director than the financial terms as set forth in this Agreement) with Director on the direction for the first such Theatrical Production. If Producer and Director fail to agree on terms for Director's services on such Theatrical Production within thirty (30) days following Company's service of notice on Director of the commencement of negotiations therefore, if Director is unavailable, or if Director elects not to direct, then Company shall the right to engage another director(s) and shall have no further obligation to Director. If Company and Director enter into such an agreement for the initial Theatrical Production, such agreement shall contain a provision substantially similar to this Paragraph 23.

24. Miscellaneous.

24.1 This Agreement contains the entire understanding of the parties relating to the subject matter hereof and cancels and supercedes any prior understandings or agreements whether written or oral of the parties. Lender and Director acknowledge that no representation or agreement not expressly contained in this Agreement has been made by Company or any of its agents, employees or representatives to either Lender or Director. This Agreement may not be modified or amended except in writing signed by the party to be charged.

24.2 All written notices which either party hereto is required or may desire to give to the other shall be given by delivering or mailing the same to the other at the address shown on the face hereof, or at such other address as may be designated in writing by any such party in a notice to the other given as aforesaid. Notices shall be sufficiently given when hand-delivered or when the same shall be deposited so addressed, postage prepaid, in the mail and/or when the same shall have been transmitted by facsimile or similar means and three (3) days after mailing of said delivery, mailing or transmission shall be the date of the giving of such notice. Copies of all notices to Company shall be sent to Emerson E. Bruns, PLLC, 1790 Broadway, 20th Floor, New York, NY 10019, Attn.: Emerson E. Bruns, Esq. Copies of all notices to Lender and/or Director shall be sent to Myman Abell Fineman Fox Greenspan Light, LLP, 11601 Wilshire Blvd., Suite 2200, Los Angeles, CA 90025-175S, Attn.: Thomas J. Fineman, Esq.

24.3 Within five (5) business days after Lender’s and/or Director’s receipt of written request from Company, Lender and/or Director shall execute, acknowledge and deliver to Company any and all further documents or instruments consistent herewith necessary to carry out the purposes and intent of this Agreement. Lender and Director hereby irrevocably appoint Company (which appointment Lender and Director acknowledge is a power coupled with an interest) the true and lawful attorney-in-fact of Lender and Director to execute, acknowledge and deliver any such document or instrument if Lender and/or Director shall fail or refuse to execute, acknowledge or deliver the same within such period. If Company signs any documents as either Lender’s or Director’s attorney-in-fact, Company will provide Lender and/or Director with copies of such documents; provided, however, that inadvertent failure to do so shall not be deemed a breach of this Agreement.

24.4 In no event shall either Lender or Director be provided with transportation, a per diem, invitations to premieres or other benefits pursuant to this Agreement, or Other Agreements so as to result in double benefits to either Lender or Director.

24.5 This Agreement is not a partnership between or joint venture by the parties hereto and neither is the agent of the other. This Agreement is not for the benefit of any third party, whether or not referred to herein. Captions and organization are for convenience only and shall not be used to construe meaning. A waiver of any breach shall not waive a prior or subsequent breach. All remedies shall be cumulative and pursuit of any one shall not waive any other. This Agreement may be signed in counterpart, each of which shall be deemed an original, but all of which together shall constitute the Agreement.

IN WITNESS HEREOF, the parties hereto have executed this Agreement the day and year first above written.

ACCEPTED AND AGREED:

BUZZ KILL, INC.

By:  /s/ Thomas Hanna            

An Authorized Signatory

SEASMOKE. INC.

By:  /s/ Steven Kampmann      

An Authorized Signatory

EIN: 95-3670317

EX-10.3

Exhibit 10.3

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (the "Agreement") is made as of April 17, 2006 by and between Buzz Kill, Inc. ("Producer") and Dylan Hundley, an individual, whose principal place of residence is 283 Third St., Jersey City, NJ 07302 ("Finder").

WHEREAS, the parties hereto desire to establish the terms and conditions as between themselves and as to their relationship with regard to the financing of a feature-length motion picture (the "Picture") based upon the upon the script currently entitled "Buzz Kill" written by Matt Smollon and Steven Kampmann (the "Property");

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

l. SERVICES: Finder hereby undertakes to use Finder’s reasonable best efforts, on a non-exclusive basis, to introduce Producer to third parties which are listed on the Schedule of Financiers attached hereto as Exhibit "A" and made a part hereof (herein referred to individually or collectively, respectively, as the "Financier" or Financiers"), who may be interested in lending for, investing in, or in any other way financing all or a portion of the development and/or production of the Picture. For the purposes of this Agreement, the terms "Financier" or "Financiers" shall only refer to investors, lenders or financiers who are directly introduced to Producer by Finder and who are listed on Exhibit "A" attached hereto. Finder shall be responsible for all costs associated with Finders services hereunder. Additionally, Finder shall render all services as are required by Producer hereunder and all services as are customarily rendered by producers of first-class feature length theatrical motion pictures in the United States motion picture industry, as, when and where required by Producer, and Finder shall comply with all reasonable directions, requests rules and regulations of Producer in connection therewith, whether or not the same involve matters of artistic taste or judgment. Finder shall cause the Picture to be produced in accordance with the approved budget and production schedule for the Picture. Finder shall be given meaningful consultation with respect to all "key elements", department heads and creative issues with respect to the Picture, with the Producer decision being final and prevailing in all such matters.

2. TERM: Commencing on the date hereof, and continuing until the earlier of (a) termination by either party to this Agreement, or (b) the concluding of an agreement between Producer (or any designee, assignee, transferee, or other successor-in-interest of Producer in or to the Picture and/or Property, collectively referred to hereinafter as "Producer") and a Financier or Financiers for the provision of monies for the production of the Picture. The foregoing period of time is hereinafter referred to as the "Term."  

 3. COMPENSATION: Upon condition that Finder fully performs all the services, duties and obligations required to be performed by Finder as a producer hereunder and that Finder is not in default hereunder, and subject to Producer’s right of suspension and/or termination on account of Finder’s disability or default or an event of force majeure, Finder shall receive the following compensation:

(a) Contingent Compensation: Finder shall be entitled to receive an amount equal to five percent (5%) of Producer’s share of the "net proceeds" of the Picture. "Net Proceeds" shall be defined, computed, accounted for and paid in accordance with Producer’s standard definition of net proceeds. Producer makes no representation that the Picture will generate any net proceeds, or any particular amount of net proceeds.

4. CREDIT: Upon condition that Finder shall fully perform all of the services and obligations required to be performed by Finder as a producer hereunder, that Finder is not in default hereunder, and that Producer has not engaged the services of any other producer with respect to the Picture, Producer shall accord Finder the following credit:

(a) a "producer" credit on screen, in the main titles of the Picture (or in the end titles if all other credits appear in the end titles), on a separate card, in no less than third position, on all positive prints of the Picture and in paid advertising issued by or under Producer’s direct control whenever the full billing block of credits appear.

All other matters with respect to Finder’s credit shall be determined in Producer’s sole discretion. Finder’s credit in paid advertising, if any, shall be subject to the customary exclusions and practices of Producer, and/or any third party distributors of the Picture. No casual or inadvertent failure by Producer to comply with the provisions of this paragraph nor any failure by third parties to so comply shall constitute a breach of this Agreement by Producer.

5. CONSULTATION: Throughout the Term, Producer agrees to consult and cooperate with Finder with respect to the Picture for the purpose of maximizing the opportunity of Finder to interest Financiers in the Picture and of entering into agreement(s) with Financier(s). Finder agrees to notify Producer no less than two (2) business days prior to approaching any potential Financier and the parties hereto shall coordinate their approach to such Financier in the event each party has a current and/or prior relationship with such potential Financier.

6. FEES/CREDIT: If at any time during the Term, Producer enters into any agreement with any Financier to invest in, lend for, or finance production of the Picture, and provided such monies are used by Producer for the production of the Picture, in consideration of Finders services hereunder, the sufficiency of which is hereby acknowledged, then Finder shall receive: (i) (a) an amount equal to five percent (5%) of any amounts actually received by Producer from the Financier or Financiers. Notwithstanding the foregoing, Producer acknowledges that Finder is owed Forty Thousand Dollars ($40,000), which represents the amount equal to five percent (5%) of any amounts actually received by Producer from the Financier due to Finder's services. Further, Finder acknowledges that the receipt of Twenty Thousand Dollars ($20,000) from Financier and the remaining Twenty Thousand Dollars ($20,000) shall be paid by Producer as a Deferral which shall be due and payable in accordance with the Definition and Application of Proceeds to be attached hereto as Exhibit "B". In consideration of Finder's producer services with respect to the Picture, Finder shall be paid an additional Deferral of Fifty Thousand Dollars ($50,000) which shall be due and payable in accordance with the Definition and Application of Proceeds to be attached hereto as Exhibit "B"; and (ii) the following credit(s):

(a) In the event a Financier or Financiers enter into an agreement with Producer to provide financing for the Picture in an amount of no less than twenty to twenty five percent (20-25%) of the final "going in" budget of the Picture, Finder or its designee(s) shall be accorded an associate producer credit in substantially the following form:

"Associate Producer: Dylan Hundley";

(b) In the event a Financier or Financiers enter into an agreement with Producer to provide financing for the Picture in an amount of twenty six to fifty percent  (26-50%) of the final "going in" budget of the Picture, Finder or its designee(s) shall be accorded a co-producer credit in substantially the following form:

"Co-Producer: Dylan Hundley"; and

(c) In the event a Financier or Financiers enter into an agreement with Producer to provide financing for the Picture in the amount of fifty one to one hundred percent (51-100%) of the final "going in" budget of the Picture, Finder or its designee(s) shall be accorded a Executive Producer credit in substantially the following form:

"Executive Producer: Dylan Hundley".

Such credit(s) shall appear in the main titles of all positive prints of the Picture, on a separate or shared card to be determined by Producer in Producer's sole discretion and shall appear in all paid advertising for the Picture where credit is given to the Producer, subject to customary exclusions.

Except as provided herein, all aspects of the above credits to be accorded Finder shall be in the Producer's sole discretion.

8. NO OBLIGATION: Nothing in this Agreement shall obligate Finder to obtain any Financiers, nor shall anything in this Agreement obligate Producer to accept funding from any Financiers nor to enter into an agreement with any Financiers. Nothing in this Agreement shall obligate Producer to enter into any additional agreement(s) with Finder or to provide Finder with any additional compensation whatsoever for any motion pictures, sequels, pre-quels, remakes, television series, programs or projects which may be produced by Producer in the future regardless of the source of financing for such motion pictures, series, programs or projects.

9. NO SALE OF SECURITIES: Finder acknowledges that Finder is acting solely in the capacity of a "finder" and shall not sell or offer to sell securities related to investing in the development and/or production of the Picture. Finder agrees to comply with all applicable state and federal securities laws. Finder agrees to indemnify and hold harmless Producer from any and all claims, losses, expense or damage (including reasonable attorneys' fees) resulting from any breach or claim of breach of this provision.

10. RELATIONSHIP OF PARTIES: Finder is an independent contractor. Nothing herein contained shall be construed to place Finder and Producer in the relationship of principal and agent, master and servant, partners, joint venturers or employer and employee, and neither party shall have, or expressly or by implication, represent themselves as having, any authority to make contracts in the name of or binding on the other, or to obligate or bind the other in any manner whatsoever.  

ll. ENTIRE AGREEMENT/AMENDMENT: This Agreement constitutes the entire agreement between the parties with reference to this matter, and supersedes all prior agreements written or oral. This Agreement cannot be amended except by written instrument signed by the parties.  

l2. GOVERNING LAW/JURISDICTION: This Agreement is made and is to be construed under the laws of the State of New York. The parties hereby agree that any action arising out of or relating to this Agreement, its performance, enforcement or breach, the Picture and/or the Property shall be filed in the United States Southern District of New York and all parties submit themselves to the personal jurisdiction of said courts for all such  purposes.  

13. ASSIGNMENT: Finder may not assign Finder's obligations hereunder. Producer may assign Producer's rights and obligations hereunder freely, including, without limitation, to a corporation in which Producer serves as an officer and principal shareholder and in the event of such assignment, Finder agrees to look solely to such assignee for performance of Producer's obligations hereunder.

14. SEVERABILITY: If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement.

15. REMEDY: The remedy for any breach or alleged breach of this Agreement shall be limited to the right, if any, to recover money damages at law and Finder irrevocably waives any right to equitable or injunctive relief.

16. NON-DISCLOSURE/PUBLICITY: Finder recognizes and acknowledges that: (i) the proprietary, confidential and competitive nature of screenplay for the Picture (the "Property"), any information and/or materials provided to Finder with respect to the Property and the Picture (collectively, the “Materials”) and the damage that could result to the Producer if the Materials, or any information contained therein, is disclosed to any third party, and (ii) that the Materials which are shown or provided to Finder are the property of the Producer and shall be considered proprietary information, whether or not any portion thereof is or may be validly copyrighted. Accordingly, Finder will not, without the prior written consent of the Producer, directly or indirectly, disclose all or any portion of the Materials, or the substance thereof, to any third party except to the extent required by applicable law or legal process. Finder warrants and agrees that Finder shall not authorize the publication of any news story, magazine article or other publicity or information of any kind or nature relating to: (a) the Picture; (b) the Property; (c) Finder’s services hereunder; (d) the Producer; or (e) to any exhibitor or any distributor of the Picture, without the prior written consent of Producer in each instance.

17.  PREMIERE/FESTIVALS: Upon condition that Finder fully performs all services and material obligations required to be performed by Finder hereunder, and provided that Finder is not in material uncured default hereunder, and provided that any other individual rendering producing receives the following, then Producer shall invite Finder and one (1) guest to attend the first major “celebrity” premiere of the Picture and any “first-tier” film festival screenings of the Picture. In the event the “first-tier” film festival or premiere is more than fifty (50) miles from Finder’s then current place of residence, Company shall use best efforts to require the distributor of the Picture to provide Employee with the following: (a) one (1) round-trip, coach-class air transportation, if available and if used, for each of Finder and Finder’s guest; (b) non-exclusive ground transportation between the airport and hotel; and (c) reasonable hotel accommodations (room and tax only).

18.  DVD:  Upon the condition that Finder fully performs all of the material services and obligations required to be performed by Finder hereunder and that Finder is not in material uncured default hereunder, Finder shall be entitled to one (1) DVD copy of the Picture upon commercial availability of the same.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

BUZZ KILL, INC.:

/s/ Thomas Hanna                                               

An Authorized Signatory

/s/ Dylan Hundley                                              

DYLAN HUNDLEY

.

EX-10.4

Exhibit 10.4

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (the "Agreement") is made as of May l, 2007 by and between BUZZ KILL, INC., a New York corporation (the "Producer") and EASTERN RESOURCES, INC., a Delaware corporation ("Financier").

WHEREAS, Financier desires to provide funding to the Producer in the amount of Eight Hundred Thousand Dollars ($800,000) for the production (principal photography only) and exploitation of a motion picture currently entitled "Buzz Kill" (the "Picture") based upon the literary work entitled "Buzz Kill" written by Steven Kampmann and Matt Smollon (the "Property");

WHEREAS, the Producer and Financier desire to establish the terms and conditions as between themselves and as to their relationship with regard to the production and exploitation of the Picture; and

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

l.           Financier Contribution. Financier shall provide Producer with the amount of Eight Hundred Thousand Dollars ($800,000) or as otherwise agreed to in writing by the parties (the "Financing"). Payment shall be made in accordance with the Schedule of Cash Flow attached hereto as Exhibit "A" from Gottbetter Capital’s escrow account. Producer hereby acknowledges the receipt of Twenty Five Thousand Dollars ($25,000) of the Financing.

2.           Budget. Producer warrants and represents that the current budget for the Picture is as set forth in the budget attached hereto as Exhibit "B" (the "Budget") and made a part hereof and that notwithstanding any other provision hereof or in any other agreement, the negative cost of the Picture, including all Picture related expenditures of any kind whatsoever, shall not exceed One Million One Hundred Thousand Dollars ($1,100,000) without the prior written consent of Financier. All monies received by the Producer shall be expended in accordance with the Budget subject only to reasonable variations necessitated by the exigencies of production and consistent with weekly progress reports that Producer shall provide to Financier.

3.           Recoupment. Financier is hereby granted a "first priority" right of recoupment in an amount equal to the sum of the Financing; provided, however, if Producer provides any financing for Picture, Financier’s Financing shall be subordinate to such sums raised by Producer. All payments to Financier by Producer shall be defined, paid and accounted for in accordance with the Definition and Application of Proceeds a copy of which is attached hereto as Exhibit "C" and made a part hereof. For purposes of clarity, the distribution of any monies received from the exploitation of the Picture shall be as follows: (a) for any financing debt incurred by Producer and approved by Financier, not to exceed Three Hundred Thousand Dollars ($300,000) (Financier hereby acknowledges that its shareholders approve a One Hundred Thousand Dollars ($100,000) loan from Producer for the Picture) plus twenty percent (20%); (b) next any equity debt incurred by Financier to be returned via divided plus twenty percent (20%) (which Producer shall pay to Financier the amount of Eight Hundred Thousand Dollars ($800,000) plus twenty percent (20%) out of such monies received by Producer in order to satisfy the recoupment of Financier’s equity debt); (c) next any other third party subordinate debt; and (d) any Net Proceeds of the Picture to paid in accordance with Paragraph 4 and Exhibit "C".

4.           Financier Net Proceeds Participation. In addition, Producer hereby grants to Financier a fifty percent (50%) of the Net Proceeds of the Picture, to be defined, paid and accounted for in accordance with Exhibit "C". Notwithstanding the foregoing, in the event the Financing does not equal the final, actualized budget for the Picture, Financier’s percentage shall be calculated as the amount equal to fifty percent of the fraction with a numerator equal to the amount of the Financing and a denominator equal to the amount of the final, actualized budget. For purposes of illustration only, if the Budget is One Million One Hundred Thousand Dollars ($1,100,000) and Financier’s contribution is Eight Hundred Thousand Dollars ($800,000)  times fifty percent (50%) then the final percentage is thirty six percent (36%).

5.           Credit. Financier or its designee(s) shall receive:

(a) a single, exclusive "in association with" company credit which shall substantially conform to the following:

"In Association with Gottbeter Capital"

Such credit shall appear in the main titles of all positive prints of the Picture, on a separate card immediately following the presentation credit given [Hanna/Hundley Designee] and shall appear in all paid advertising for the Picture where credit is given to [Hanna/HundleyDesignee], subject to customary exclusions.

(b) exclusive Executive Producer credit which shall substantially conform to the following: "Executive Producer: Adam Gottbetter"

Such credit shall appear on a single card, in the main titles of all positive prints of the Picture and shall appear in all paid advertising for the Picture where credit is given to the producers, subject to customary exclusions and shall be subject to dilution by additional third party financiers, if any, subject to the written consent of the Financier, such consent not to be unreasonably withheld. Such Executive Producer credit shall only be diluted with Financier’s prior written approval.

Except as provided herein, all aspects of the above credits to be accorded Financier shall be in the Producer’s sole discretion. The Producer shall contractually obligate all third parties to meet the foregoing credit requirements. No casual or inadvertent failure of the Producer to comply with the provisions of this Agreement regarding credit, and no failure of any third party to comply with such obligations, shall constitute a breach of this Agreement by the Producer. Upon receipt of written notice from the Financier of any failure by the Producer to comply with any applicable credit provisions, the Producer shall use reasonable efforts to cure prospectively or to cause a prospective cure of any such failure. In no event shall the Producer be liable or responsible for any acts or omissions with respect to credits by any independent exhibitor, non-subsidiary distributor or sub-distributor, newspaper, magazine, television station, record company or any other independent person, firm or entity, provided, however, that upon receipt of written notice from the Financier, the Producer shall use reasonable efforts to cause any of the foregoing to cure prospectively any such failure to comply.

6.           Representations and Warranties. The Producer, its principals, officers, employees and agents warrant and represent that:

(a) they have or shall validly acquire(d) all necessary underlying rights in any and all literary and/or intellectual property required for the production and exploitation of the Picture, including, without limitation, the exclusive motion picture rights to the Property;

(b) they have no knowledge of any contingent liabilities which could restrict the sale or distribution of the Picture or any ancillary, allied or subsidiary rights of the Picture;

(c) they are fully authorized to enter into and fully perform hereunder and that this Agreement does not and shall not violate any other agreement or the rights of any third party;

(d) no third party has received nor shall receive more favorable terms for providing financing for the Picture than Financier without Financier’s prior written approval, such approval not to be unreasonably withheld; and

(e) Producer indemnifies and holds Financier harmless against any and all claims, losses, awards, actions, judgments, costs or expenses (including without limitation, reasonable outside attorney’s fees and costs) related to any breach of its representations, warranties or agreements hereunder.

7.           Insurance. Producer shall secure (or shall cause the distributor of the Picture to secure) general liability and errors and omissions insurance for the Picture and shall list Financier as additional insured parties under such insurance policies. Investor shall receive certificates of insurance so providing upon execution hereof (or promptly following issuance of the errors and omissions policy, if not currently in place).

8.           Right of Inspection/Financial Statements. At all times from the inception of any transactions related to the Picture, the Producer represents that it will keep full and faithful copies of all such documents related to the Picture and books of account in which shall be entered fully and accurately each transaction of the Producer and the production of the Picture. Provided Financier provides the Producer with reasonable notice, all of said documents and books shall be open to the inspection and examination of Financier during normal business hours.

9.           Entire Agreement; Modification. This instrument and the Development Financing Agreement dated as of February 21, 2007, constitute the entire agreement between the Producer and Financier. It may not be modified except in a writing signed by both parties.

10.           Assignment. Neither party may assign this Agreement or the rights and obligations contemplated hereunder without the other's written consent.

11.           Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

l2.           Counterparts. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed as of the day and  year first above written.

                                                      EASTERN RESOURCES, INC.:

                                                      By: /s/ Thomas Hanna                        

                                                      Its: President

                                                      BUZZ KILL, INC.:

                                                      By: /s/ Thomas Hanna                        

                                                      An Authorized Signatory

EX-10.5

Exhibit 10.5

PRODUCER AGREEMENT

This PRODUCER AGREEMENT (“Agreement”) is entered into and effective as August 1, 2007 between Buzz Kill, Inc. whose principal place of business is 4 Park Avenue, Suite 16K, New York, New York, 10016 (“Company”), and Thomas Hanna, who resides at 4 Park Avenue, Suite 16K. New York, New York, 10016 (“Producer”).

1.           ENGAGEMENT: Company hereby engages the services of Producer upon the terms and conditions set forth herein to render producing services in connection with the feature-length theatrical motion picture tentatively entitled “Buzz Kill” (the “Picture”).

2.           ABANDONMENT: Company may (at its sole discretion) abandon the Picture at any time without further obligation to Producer other than payment of any compensation then accrued and earned by Producer pursuant to Paragraph 4.1 below.

3.           SERVICES

3.1           Preparatory Services: Commencing on the date hereof, Producer agrees to provide its services in connection with the preparation of the Picture. Producer's preparatory services shall include, without limitation, scouting and securing locations, preparing boards and budgets, assisting with casting, organizing the selection and hiring of crew members (subject to Company’s mutual approval), and such other services as are required by Company in connection with the preparation of the Picture.

3.2           Production and Post- Production Services: If Company sets the Picture for production, Company shall engage Producer to furnish general producing services; it being understood that the Picture shall be deemed “set for production” when the final screenplay and budget have been approved by Company, the principal cast and creative personnel have been engaged and a definite start date has been scheduled by the Company for commencement of principal photography. Producer shall render nonexclusive services commencing two (2) weeks prior to the scheduled starting date of principal photography and shall continue thereafter until such time as Producer has completed all services in connection with "wrapping" the Picture. Producer shall not render any outside services that would interfere with the completion of the Picture within the time required by Company.

4.           COMPENSATION: On condition that Producer fully and faithfully performs all of the services, duties and obligations required to be performed hereunder and that Producer is not in material default hereunder, and subject to Company’s rights of suspension and/or termination on account of Producer's disability or default or an event of force majeure (as more particularly set forth in Exhibit “A” attached hereto), and subject to Company’s right of suspension and/or termination on account of Producer’s default, disability or an event of force majeure, Producer shall become “pay and play” upon the earlier to occur of : (i) commencement of principal photography of the Picture, or (ii) Company’s receipt of a fully-executed copy of the Agreement. Company agrees to pay to Producer and Producer agrees to accept, as full and complete compensation for all undertakings and services of Producer hereunder and for all of the rights granted to Company hereunder, the following compensation:

4.1           Compensation for Production Services: An amount equal to five percent (5%) of the actualized budget for the Picture, which shall be paid as follows: fifty percent (50%) upon "wrapping" of the Picture; and fifty percent (50%) upon delivery of the Picture. In the event the Company does not have the funds to pay Producer in accordance with the foregoing sentence, any amounts owed Producer shall be paid to Producer as Deferral to due and payable in accordance with the Definition and Application of Proceeds to be attached herein as Exhibit "B".

The foregoing compensation is an all-inclusive flat fees and no additional compensation shall be payable by reason of added days, re-shoots, overtime, weekend work, holidays, etc.

4.2           Deferral: A deferral (a "Deferral") in the amount of One Hundred Fifty Thousand Dollars ($150,000) which shall be due and payable in accordance with the Definition and Application of Proceeds to be attached hereto: as Exhibit "B".

4.3           Contingent Compensation: An amount equal to the remaining percentage of any "Net Proceeds" generated by the Picture after deducting “off-the-top" of all third party profit participations, including, without limitation, profit participations to the financiers, writer/director, producers, talent and crew, if any, in consideration services rendered with respect to the Picture. “Net Proceeds" shall be defined, computed, accounted for and paid in accordance with Company’s standard definition of Net Proceeds which is attached hereto as Exhibit "C" and made a part hereof, but in no event in a manner less favorable than for any other party receiving "Net Proceeds" or any other form of contingent compensation. Company makes no representation that the Picture will generate any Net Proceeds, or any particular amount Net Proceeds.

5.           TRAVEL EXPENSES: If Company requires Producer to render services in connection with the Picture at an overnight location more than fifty (50) miles from such person’s principal residence, Company shall: (i) furnish, or reimburse the Producer for the cost of (at Company’s election), one (1) round trip transportation, by air if appropriate, in the class no less favorable than for director or any other producer, between such residence (or from wherever Producer then may be, if closer) and where such services arc required; (ii) reasonable accommodations (room and tax only); (iii) exclusive ground transportation; and (iv) a per diem allowance (which allowance shall be inclusive of all of Producer’s living and other expenses) in an amount which shall be determined in Company's good faith discretion but which in no event shall be less favorable than the per diem allowance payable to any individual in connection with the Picture.

6.           CREDIT: (a)    a “Produced by” credit in substantially the following form: "Produced By: Thomas Hanna" which shall appear (i) on screen, in the main titles of the Picture, in first position and (ii) in paid advertising whenever the writer and/or director’s credit appears (subject to the customary exclusions) and in a size, style and appearance of type no less than 100% of that accorded the writer and/or director). Company's obligation hereunder to accord credit in paid advertising shall be subject to usual and customary exclusions of Company (and/or any third party distributors) of the Picture. Notwithstanding the foregoing, Producer shall receive credit in any so-called "Excluded Advertising" in which any other producer and/or executive producer receives credit (except award, nomination and/or congratulatory advertisements where the honoree is the only individual named).

(b)           A production credit in substantially the following form: “[TBD] Production” (i) on screen, on a single card, immediately following the Presentation/In association credit(s) and immediately preceding the "film by" credit, if any, accorded the writer/director of the Picture in the main titles of the Picture; (ii) in all paid advertising whenever the full billing block of credits appear (subject to the customary exclusions); and (iii) Producer’s “static logo" shall appear in the billing box for the Picture.

(c)           Except as provided herein, all aspects of the above credits to be accorded Producer shall be in the Company's sole discretion. No casual or inadvertent failure of the Company to comply with the provisions of this Agreement regarding credit, and no failure of any third party to comply with such obligations, shall constitute a breach of this Agreement by the Company, however, Company shall use good faith efforts to contractually obligate third parties, including, without limitation, the distributor(s) of the Picture, to comply with the provisions contained in this paragraph. Upon receipt of written notice from Producer of any failure by the Company to comply with any applicable credit provisions, the Company shall use good faith efforts to cure prospectively or to cause a prospective cure of any such failure. In no event shall the Company be liable or responsible for any acts or omissions with respect to credits by any independent exhibitor, non-subsidiary distributor or sub-distributor, newspaper, magazine, television station, record company or any other independent person, firm or entity, provided, however, that upon receipt of written notice from Producer the Company shall use good faith efforts to cause any of the foregoing to cure prospectively any such failure to comply.

7. NOTICES AND PAYMENTS: All notices and payments required hereunder shall be in writing and shall be given either by personal delivery, facsimile (with reasonable confirmation of delivery), telegram or telex (toll prepaid) or by registered or certified mail (postage prepaid), and shall be deemed given hereunder on the date delivered, telefaxed, telegraphed or telexed or a date forty eight (48) hours after the date mailed if posted to an address within the country of posting and five (5) days if otherwise. Until further notice, the addresses of the parties shall be as follows:

PRODUCER	COMPANY
Thomas Hanna	4 Park Avenue, Suite 16K
4 Park Avenue, 16K	New York, NY 10016
New York, NY 10016	Attn: Thomas Hanna
With a copy to:	With a copy to:
	Emerson E. Bruns, PLLC
	1790 Broadway, 20th Floor
	New York, NY 10019
	Attn: Emerson E. Bruns, Esq.

8.           PREMIERES/FESTIVALS: Upon condition that Producer performs all material services and obligations required to be performed by Producer hereunder, and provided that Producer is not in material default hereunder, Company shall invite Producer and one (1) guest to attend all celebrity premieres, and all major film festivals, if any, of the Picture or at which the Picture is screened. In the event such premiere(s) or festival(s) is more than fifty (50) miles from Producer’s then current place of residence, Company shall use reasonable good faith efforts to require the distributor of the Picture to provide Producer with the following: (i) two (2) round-trip, first-class air transportation, if available and if used; (ii) first-class hotel accommodations (room and tax only); (iii) exclusive ground transportation; and (iv) reasonable expenses incurred in connection with or arising from the attendance of Producer at any such premiere or festival. Notwithstanding the foregoing, in the event that the Company provides transportation, accommodation or a per diem for any other person to attend any of the foregoing, Company shall provide the same to Producer on terms no less favorable than those provided to any other person.

9.           DVD COPY FOR PRIVATE USE: Upon condition that Producer shall substantially perform all of the material services and obligations required to be performed by Producer hereunder and that Producer is not in material default hereunder. Company shall furnish Producer (for Producers private, non-commercial use) with one (1) DVD copy of the Picture, when the same is manufactured and generally commercially available.

10.           APPROVALS: Producer and Company acknowledge and agree that Producer and Company shall have all mutual approval over all aspect of production, including, without limitation, with respect to the key creative elements, key crew, the budget, editing and the distribution/theatrical release of the Picture.

11.           STANDARD TERMS AND CONDITIONS: All other terms and conditions of Lender’s and Producers engagement hereunder are set forth in the Standard Terms and Conditions attached hereto as Exhibit "A," which Standard Terms and Conditions are by this reference incorporated herein and made a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and

year first above written.

                                                                             BUZZ KILL, INC.:

                                                                             By: /s/ Thomas Hanna                   

                                                                                         An Authorized Signatory

                                                                             /s/Thomas Hanna                   

                                                                                  THOMAS HANNA

EX-10.6

Exhibit 10.6

THIS AGREEMENT RELATES TO AN OFFERING OF SHARES PURSUANT TO REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NONE OF THE SHARES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE ACT, AND, UNLESS SO REGISTERED, MAY ONLY BE OFFERED OR SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

EASTERN RESOURCES, INC.

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (the "Agreement") made as of this ____ day of _____, 2007 between Eastern Resources, Inc., a Delaware corporation, (the "Company"), and the undersigned (the "Subscriber").

WHEREAS, the Company is offering pursuant to Rule 506 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to investors in a private placement transaction (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Shares” or the “Common Stock”);

WHEREAS, the Subscriber desires to subscribe for, purchase and acquire from the Company and the Company desires to sell and issue to the Subscriber, the number of Shares set forth on the signature page of this Agreement upon the terms and conditions and subject to the provisions hereinafter set forth;

WHEREAS, Thomas Hanna and Dylan Hundley, (collectively, the “Producers”) are expected to subscribe for Common Stock in exchange for causing Steve Kampmann and Matt Smollen to sell and assign (“Assignment”) the literary property currently entitled “Buzz Kill” to the Company;

WHEREAS, the Company and Gottbetter & Partners, LLP (the “Escrow Agent”) will enter into an Escrow Agreement (the “Escrow Agreement”) to provide for the safekeeping of funds received and documents executed in connection with the Offering; and

WHEREAS, the Escrow Agent shall continue to hold the proceeds of the Offering in escrow pending the closing of a subscription agreement with Producers and the Assignment, such proceeds to be returned to Subscriber, without interest on or deduction therefrom, if a subscription agreement with Producers and Assignment are not accepted on or before July 31, 2007.

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. SUBSCRIPTION FOR SHARES; REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

1.1           Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, the Subscriber subscribes for and agrees to purchase and acquire from the Company and the Company agrees to sell and issue to the Subscriber such number of Shares which is set forth on the signature page hereof at the purchase price of $0.10 per Share (the “Purchase Price”)

1.2           Completion and Closing of the Offering.  The Offering will be completed upon the subscriptions of Subscriber and Producers, and the Assignment.  Except as otherwise provided herein, the Offering will close (the “Closing”) upon the later of the Assignment, and the Subscriber and Producers execution of subscription agreements.

1.3           Subscription Procedure.  To complete a subscription for Shares, the Subscriber must fully comply with the subscription procedures provided in this Section 1.3.

(a)           Transaction Documents.  The Subscriber shall review, complete and execute this Agreement and deliver such Transaction Documents to the Escrow Agent at the address provided below. Executed agreements may be delivered to the Escrow Agent by facsimile using the facsimile number provided below if the Investor immediately thereafter confirms receipt of such transmission with the Escrow Agent and delivers the original copies of the agreements and questionnaire to the Escrow Agent as soon as practicable thereafter.

Escrow Agent – Mailing Address and Facsimile Number:

Gottbetter & Partners, LLP

488 Madison Avenue, 12th Floor

New York, NY 10022

Facsimile Number: (212) 400-6901

Attention: Adam S. Gottbetter

Telephone Number: (212) 400-6900

(b)           Payment of Purchase Price.  Simultaneously with the delivery of the Transaction Documents to the Escrow Agent as provided herein, the Subscriber shall deliver to the Escrow Agent the full Purchase Price for the Subscriber’s Shares by check payable to “Gottbetter & Partners, LLP as Escrow Agent for Eastern Resources, Inc.” or by wire transfer of immediately available funds pursuant to wire transfer instructions provided below:

ACCOUNT:          Gottbetter & Partners, LLP as escrow agent for Eastern Resources, Inc.

BANK:                  CITIBANK, N.A., 330 Madison Avenue, New York, New York

ABA:                     021000089

BENEFICIARY:   Gottbetter & Partners, LLP ACCOUNT: 49061322

REFERENCE:       "Eastern Resources, Inc.– [insert buyer’s name]"

Gottbetter & Partners, LLP Accounting Contact: Vincent DiPaola; telephone: (212) 400-6900; email: vdp@gottbetter.com.

1.4           Access to Information; Reliance on Exemptions.

(a)           The Subscriber has received and carefully reviewed such information and documentation relating to the Company that the Subscriber has requested.

(b)           The Subscriber has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Subscriber;

(c)           The Subscriber has such knowledge and expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks involved in an investment in the Shares;

(d)           The Subscriber understands that the Company has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 506 of Regulation D is applicable to the offer and sale of the Shares, based, in part, upon the representations, warranties and agreements made by the Subscriber herein;

(e)           Except as set forth herein, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying upon any information, other than the results of independent investigation by the Subscriber;

(f)           The Subscriber has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the Subscriber hereunder and this Subscription Agreement is a legally binding obligation of the Subscriber in accordance with its terms;

(g)           Regulation D.

(i)           The Subscriber understands and acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Rule 506 of Regulation D under the Securities Act; (B) the Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; and (D) except as otherwise provided in this Agreement, the Company is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available.

(ii)           The Subscriber will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first been registered under the Securities Act and all applicable state securities laws; or (B) the Subscriber shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Securities Act and all applicable state securities laws.

(iii)           The Subscriber is acquiring the Shares for its own account for investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof or interest therein, without prejudice, however, to the Subscriber 's right, subject to the provisions of this Subscription Agreement, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act and in compliance with applicable federal and state securities laws or under an exemption from such registration.

(iv)          At the time the Subscriber was offered the Shares, it was, and at the date hereof it is, and it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act.

(v)           The Subscriber has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.

(vi)          The Subscriber is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(vii)         The Subscriber understands that no federal or state agency has approved or disapproved the Shares, passed upon or endorsed the merits of the offering thereof, or made any finding or determination as to the appropriateness of the Shares for investment.

(viii)        The Subscriber understands that the certificates representing the Shares will bear a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SAID ACT OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

1.5           Rejection of Subscriptions. This Offering is made subject to withdrawal, cancellation or modification by the Company. The Company reserves the right to reject any subscription in whole or in part or to allot to any prospective Subscriber fewer than the number of Shares subscribed for by such Subscriber. Shares will be sold only to a limited number of Subscribers meeting certain standards.

1.6           Tax Consequences. The Subscriber acknowledges that the offering may involve tax consequences and that this Agreement does not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Shares.

1.7           Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or other entity, the Subscriber represents and warrants that: (a) it is authorized and otherwise duly qualified to purchase and hold the Shares; and (b) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the Subscriber. If the Subscriber is an individual, the Subscriber represents and warrants that this Subscription Agreement has been duly and validly executed and delivered and constitutes the legal, binding and enforceable obligation of the Subscriber.

1.8           Address. The Subscriber hereby represents that the address of the Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the Subscriber's principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity.

II.           REPRESENTATIONS OF THE COMPANY

2.1           Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business.

2.2           Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is 300 million shares of Common Stock and 5 million shares of preferred stock and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable.  There are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company's Certificate of Incorporation (the "Certificate of Incorporation"), By-Laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.

2.3           Authorization; Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Shares contemplated hereby and the performance of the Company's obligations hereunder has been taken. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. The Common Stock, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and sale of the Common Stock contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which have not been waived in connection with this offering.

2.4           No Conflict; Governmental Consents.

(a)           The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Certificate of Incorporation or By-Laws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

(b)           No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Shares.

III.           MISCELLANEOUS

3.1           Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

                                  If to the Subscriber:

With a copy to (which shall not constitute notice):

Gottbetter & Partners, LLP

488 Madison Avenue, 12th Floor

York, NY 10022

Adam S. Gottbetter, Esq.

Facsimile:  212.400.6901

If to the Producers, to their address and facsimile number set forth at the end of this Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.

3.2           Entire Agreement; Amendment. This Agreement supersedes all other prior oral or written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least a majority of the Shares acquired (or if prior to the Closing, the Subscribers purchasing at least a majority of the Shares to be purchased at the Closing).

3.3           Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

3.4           Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

                                3.5           Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

3.6           Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the Shares acquired, except by merger or consolidation. The Subscriber shall not assign its rights hereunder without the consent of the Company, which consent shall not be unreasonably withheld.

3.7           No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

3.8           Survival. The representations and warranties of the Company and the Subscriber contained in Articles I and II and the agreements set forth this Article III shall survive closing for a period of two years.

3.9           Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.10           No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

3.11           Legal Effect. The Subscriber acknowledges that: (a) it has read this Agreement and (b) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.

3.12           Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

	No. of Shares of Common Stock:
_________________________________________
Name of Subscriber
_________________________________________
Signature
_________________________________________
Name (Please Print)
_________________________________________
Title
_________________________________________
Address of Subscriber
_________________________________________
Taxpayer Identification Number of Subscriber

Subscription Accepted:

EASTERN RESOURCES, INC.

By: ______________________      

Name:                    Thomas Hanna

Title:                      President

EX-10.7

Exhibit 10.7

THIS AGREEMENT RELATES TO AN OFFERING OF NOTES PURSUANT TO REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NONE OF THE NOTES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE ACT, AND, UNLESS SO REGISTERED, MAY ONLY BE OFFERED OR SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

BUZZ KILL, INC.

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (the "Agreement") made as of July ___, 2007 between Buzz Kill, Inc., a New York corporation, (the "Company"), and the undersigned (the "Subscriber").

WHEREAS, the Company is offering pursuant to Rule 506 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to investors in a private placement transaction (the “Offering”) of up to $300,000 of the Company’s notes (the “Notes”);

WHEREAS, the Subscriber desires to subscribe for, purchase and acquire from the Company and the Company desires to sell and issue to the Subscriber, the Notes in the principal amount set forth on the signature page of this Agreement upon the terms and conditions and subject to the provisions hereinafter set forth;

WHEREAS, the Company and Gottbetter & Partners, LLP (the “Escrow Agent”) will enter into an Escrow Agreement (the “Escrow Agreement”) to provide for the safekeeping of funds received and documents executed in connection with the Offering; and

WHEREAS, the Escrow Agent shall continue to hold the proceeds of the Offering in escrow pending the closing (“Closing”);

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. SUBSCRIPTION FOR NOTES; REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

1.1           Purchase and Sale of the Notes.  Subject to the terms and conditions of this Agreement, the Subscriber subscribes for and agrees to purchase and acquire from the Company and the Company agrees to sell and issue to the Subscriber, at par, such amount of Notes which is set forth on the signature page hereof (“Purchase Price”).

1.2           Completion and Closing of the Offering.  The Offering will be completed at the Closing at a time and place to be mutually agreed among the parties.

1.3           Subscription Procedure.  To complete a subscription for Notes, the Subscriber must fully comply with the subscription procedures provided in this Section 1.3.

(a)           Transaction Documents.  The Subscriber shall review, complete and execute this Agreement and deliver such transaction documents (“Transaction Documents”) to the Escrow Agent at the address provided below.  Executed agreements may be delivered to the Escrow Agent by facsimile using the facsimile number provided below if the Investor immediately thereafter confirms receipt of such transmission with the Escrow Agent and delivers the original copies of the agreements and questionnaire to the Escrow Agent as soon as practicable thereafter.

Escrow Agent – Mailing Address and Facsimile Number:

Emerson Bruns, Esq.

1790 Broadway, 20th Fl.

New York, NY 10019

Facsimile Number: (212) 832-2969

Telephone Number: (212) 826-1054

(b)           Payment of Purchase Price.  Simultaneously with the delivery of the Transaction Documents to the Escrow Agent as provided herein, the Subscriber shall deliver to the Escrow Agent the full Purchase Price for the Subscriber’s Notes by check payable to “Gottbetter & Partners, LLP as Escrow Agent for Buzz Kill, Inc.” or by wire transfer of immediately available funds pursuant to wire transfer instructions provided below:

Bank:	The Chase Manhattan Bank 250 W. 57th Street New York, NY 10107
Routing #:	021000021
Account #:	987100303565
Name on Account:	Emerson E. Bruns, PLLC
Sub-Account	Buzz Kill, Inc.

Telephone contact is (212) 826-1054.

1.4           Access to Information; Reliance on Exemptions.

(a)           The Subscriber has received and carefully reviewed such information and documentation relating to the Company that the Subscriber has requested.

(b)           The Subscriber has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Subscriber;

(c)           The Subscriber has such knowledge and expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks involved in an investment in the Notes;

(d)           The Subscriber understands that the Company has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 506 of Regulation D is applicable to the offer and sale of the Notes, based, in part, upon the representations, warranties and agreements made by the Subscriber herein;

(e)           Except as set forth herein, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying upon any information, other than the results of independent investigation by the Subscriber;

(f)           The Subscriber has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the Subscriber hereunder and this Subscription Agreement is a legally binding obligation of the Subscriber in accordance with its terms;

(g)           Regulation D.

(i)           The Subscriber understands and acknowledges that the Notes have not been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Rule 506 of Regulation D under the Securities Act; (B) the Notes are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) the Notes may not be sold or otherwise transferred unless they have been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; and (D) except as otherwise provided in this Agreement, the Company is under no obligation to register the Notes under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available.

(ii)           The Subscriber will not sell or otherwise transfer any of the Notes, or any interest therein, unless and until (A) said Notes shall have first been registered under the Securities Act and all applicable state securities laws; or (B) the Subscriber shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Securities Act and all applicable state securities laws.

(iii)           The Subscriber is acquiring the Notes for its own account for investment purposes only and not with a view to or for distributing or reselling such Notes or any part thereof or interest therein, without prejudice, however, to the Subscriber 's right, subject to the provisions of this Subscription Agreement, at all times to sell or otherwise dispose of all or any part of such Notes pursuant to an effective registration statement under the Securities Act and in compliance with applicable federal and state securities laws or under an exemption from such registration.

(iv)          At the time the Subscriber was offered the Notes, it was, and at the date hereof it is, and it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act.

(v)           The Subscriber has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, and has so evaluated the merits and risks of such investment.

(vi)           The Subscriber is able to bear the economic risk of an investment in the Notes and, at the present time, is able to afford a complete loss of such investment.

(vii)          The Subscriber understands that no federal or state agency has approved or disapproved the Notes, passed upon or endorsed the merits of the offering thereof, or made any finding or determination as to the appropriateness of the Notes for investment.

(viii)         The Subscriber understands that the certificates representing the Notes will bear a legend in substantially the following form:

THE NOTES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH NOTES UNDER SAID ACT OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

1.5           Rejection of Subscriptions. This Offering is made subject to withdrawal, cancellation or modification by the Company. The Company reserves the right to reject any subscription in whole or in part or to allot to any prospective Subscriber fewer than the number of Notes subscribed for by such Subscriber. Notes will be sold only to a limited number of Subscribers meeting certain standards.

1.6           Tax Consequences. The Subscriber acknowledges that the offering may involve tax consequences and that this Agreement does not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Notes.

1.7           Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or other entity, the Subscriber represents and warrants that: (a) it is authorized and otherwise duly qualified to purchase and hold the Notes; and (b) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the Subscriber. If the Subscriber is an individual, the Subscriber represents and warrants that this Subscription Agreement has been duly and validly executed and delivered and constitutes the legal, binding and enforceable obligation of the Subscriber.

1.8           Address. The Subscriber hereby represents that the address of the Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the Subscriber's principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity.

II.           REPRESENTATIONS OF THE COMPANY

2.1           Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has full corporate power and authority to conduct its business.

2.2           Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is 300 million shares of Common Stock and 10 million shares of preferred stock and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable.  There are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company.  Except as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company's Certificate of Incorporation (the "Certificate of Incorporation"), By-Laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.

2.3           Authorization; Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Notes contemplated hereby and the performance of the Company's obligations hereunder has been taken. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

                                2.4           No Conflict; Governmental Consents.

(a)           The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Certificate of Incorporation or By-Laws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

(b)           No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Notes.

III.           CONDITION

3.1           The Company shall have no obligation to sell the Notes and the Subscriber shall have no obligation to purchase a Note if shareholders representing a majority of the voting power of Eastern Resources, Inc., a Delaware corporation, have not authorized the issuance and sale of the Notes.

IV.           MISCELLANEOUS

4.1.          Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

                                If to the Subscriber:

If to the Company:

Buzz Kill, Inc.

4 Park Avenue South, Suite 16K

New York, NY  10016

                                With a copy to:

Gottbetter & Partners, LLP

488 Madison Avenue, 12th Floor

New York, NY 10022

Adam S. Gottbetter, Esq.

Facsimile:  212.400.6901

or to such other address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.

4.2Entire Agreement; Amendment. This Agreement supersedes all other prior oral or written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least a majority of the Notes acquired (or if prior to the Closing, the Subscribers purchasing at least a majority of the Notes to be purchased at the Closing).

4.3Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

4.4Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

4.5Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

4.6Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the Notes acquired, except by merger or consolidation. The Subscriber shall not assign its rights hereunder without the consent of the Company, which consent shall not be unreasonably withheld.

4.7No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

4.8Survival. The representations and warranties of the Company and the Subscriber contained in Articles I and II and the agreements set forth this Article IV shall survive closing for a period of two years.

4.9Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

4.10No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

4.11Legal Effect. The Subscriber acknowledges that: (a) it has read this Agreement and (b) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.

4.12Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

	Amount of Notes Subscribed For
_____________________________________
Name of Subscriber
_____________________________________
Signature
_____________________________________
Name (Please Print)
______________________________________
Title
______________________________________
Address of Subscriber
______________________________________
Taxpayer Identification Number of Subscriber

Subscription Accepted:

BUZZ KILL, INC.

By:_____________________                                                     

Name: Thomas Hanna

Title:   President

EX-10.8

Exhibit 10.8

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July ___, 2007 by and between BUZZ KILL, INC., a New York corporation (the “Company”); each party listed as a “Buyer” on the Schedule of Buyers attached hereto (collectively, the “Buyers”), and Emerson E. Bruns, PLLC, as Escrow Agent hereunder (“Escrow Agent”).

BACKGROUND

WHEREAS, the Company and the Buyers have entered into a Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, pursuant to which the Company proposes to sell (the “Offering”) secured participating notes (“Notes”) $___, aggregate principal amount.  The Subscription Agreement provides that the Buyers shall deposit the Purchase Price in a segregated escrow account to be held by Escrow Agent in order to effectuate a disbursement to the Company at a closing to be held as set forth in the Subscription Agreement (the “Closing”).

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms of this Agreement.

WHEREAS, in order to establish the escrow of funds and to effect the provisions of the Subscription Agreement, the parties hereto have entered into this Agreement.

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1.Definitions.  The following terms shall have the following meanings when used herein:

a.“Escrow Funds” shall mean the funds deposited with Escrow Agent pursuant to this Agreement.

b.“Joint Written Direction”shall mean a writtendirection executed by the Buyers and the Company directing Escrow Agent to disburse all or a portion of the Escrow Funds or to take or refrain from taking any action pursuant to this Agreement.

c.“Escrow Period” shall begin with the commencement of the date of execution of this Agreement and shall terminate upon the earlier to occur of the following dates:

(i)The Closing Date for the sale of the Notes to the Buyers as contemplated by the Subscription Agreement;

(ii)The expiration of 30 days from the date of execution of this Agreement (unless extended by mutual written agreement between the Company and the Buyers with a copy of such extension to Escrow Agent); or

(iii)The date upon which a determination is made by the Company and the Buyers to terminate the Offering prior to the sale of the Notes as contemplated by the Subscription Agreement.

During the Escrow Period, the Company and the Buyers are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Buyers or any other entity, or be subject to the debts of the Company or the Buyers or any other entity.

2.Appointment of and Acceptance by Escrow Agent.  The Buyers and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder.  Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

a.The Buyers hereby acknowledges that Escrow Agent is general counsel to the Company and a related party to the Collateral Agent.  The Company agrees that in the event of any dispute arising in connection with this Escrow Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, Escrow Agent shall be permitted to continue to represent the Buyers and the Company will not seek to disqualify such counsel.

3.Creation of Escrow Funds.  Contemporaneously with the execution of this Agreement, the parties shall establish an escrow account with Escrow Agent, which escrow account shall be entitled as follows: Buzz Kill, Inc with Escrow Account for the deposit of the Escrow Funds.  The Buyers shall wire funds to the account of Escrow Agent as follows:

Bank:	The Chase Manhattan Bank 250 W. 57th Street New York, NY 10107
Routing #:	021000021
Account #:	987100303565
Name on Account:	Emerson E. Bruns, PLLC
Sub-Account	Buzz Kill, Inc.

Telephone contact is (212) 826 - 1054.

4.Deposits into the Escrow Account.  The Buyers agrees that it shall promptly deliver funds for the payment of the Notes to Escrow Agent for deposit in the Escrow Account.

5.Disbursements from the Escrow Account.

a.Escrow Agent will continue to hold such funds until a Buyer and the Company execute a Joint Written Direction directing Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction signed by the Company and the Buyers.  In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from the Company and a Buyer and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from a Buyer that Escrow Agent already has on file.

b.In the event Escrow Agent does not receive the amount of the Escrow Funds from the Buyers prior to the expiration of the Escrow Period, Escrow Agent shall notify the Company and the Buyers and the Company’s obligations under the Subscription Agreement shall immediately terminate.

c.In the event Escrow Agent does receive the amount of the Escrow Funds prior to expiration of the Escrow Period, in no event will the Escrow Funds be released to the Company until such amount is received by Escrow Agent in collected funds.  For purposes of this Agreement, the term “collected funds” shall mean all funds received by Escrow Agent which have cleared normal banking channels and are in the form of cash.

6.Collection Procedure.  Escrow Agent is hereby authorized to deposit the proceeds of each wire in the Escrow Account.

7.Suspension of Performance: Disbursement Into Court.  If at any time, there shall exist any dispute between the Company and a Buyer with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions:

a.suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or

b.petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder.

c.Escrow Agent shall have no liability to the Company, any Buyer, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

8.Investment of Escrow Funds. Escrow Agent shall deposit the Escrow Funds in a non-interest bearing account.

If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall maintain the Escrow Funds, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing account.

9.Resignation and Removal of Escrow Agent.  Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days’ prior written notice to Escrow Agent as provided herein below.  Upon any such notice of resignation or removal, the representatives of the Buyers(s) and the Company identified in Sections 13a.(iv) and 13b(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00.  Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession.  After any retiring Escrow Agent’s resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.  The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

10.Liability of Escrow Agent.

a.Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent’s willful misconduct or gross negligence.  Escrow Agent’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement.  Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein.  Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement.  In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages.  Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding.  Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel.  The Company and the Buyers jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

b.Escrow Agent is hereby authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter.  If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in any case any order judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ judgment or decree which it is advised by legal counsel selected by it, binding upon it, without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

11.Indemnification of Escrow Agent.  From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney and agent of Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party.  If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Buyers hereunder in writing, and the Buyers and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses.  Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Buyers and/or the Company shall be required to pay such fees and expense if (a) the Buyers or the Company agree to pay such fees and expenses, or (b) the Buyers and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Buyers and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both the Indemnified Party, the Company and/or the Buyers and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Buyers.  The Buyers and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing.  All such fees and expenses payable by the Company and/or the Buyers pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim.  The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of Escrow Agent shall be independent of any obligation of Escrow Agent.

The parties agree that neither payment by the Company or the Buyers of any claim by Escrow Agent for indemnification hereunder shall impair, limit, modify, or affect, as between the Buyers and the Company, the respective rights and obligations of Buyers, on the one hand, and the Company, on the other hand.

12.Expenses of Escrow Agent.  Except as set forth in Section 11 the Buyers shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like.  All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Buyers, upon demand by Escrow Agent.  The obligations of the Buyers under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

13.Warranties.

a.Each Buyer makes the following representations and warranties to Escrow Agent:

(i)Such Buyers has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(ii)This Agreement has been duly approved by all necessary action of such Buyer, including any necessary approval of the limited partner of the such Buyer or necessary corporate approval, as applicable, has been executed by duly authorized officers of such Buyer, enforceable in accordance with its terms.

(iii)The execution, delivery, and performance of such Buyer of this Agreement will not violate, conflict with, or cause a default under any agreement of limited partnership of such Buyer or the articles of incorporation or bylaws of such Buyer as applicable), any applicable law or regulation, any court order or administrative ruling or degree to which such Buyer is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement.

(iv)No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof.  No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

(v)All of the representations and warranties of such Buyer contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement from the Escrow Funds.

b.The Company makes the following representations and warranties to Escrow Agent:

(i)The Companyis a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(ii)This Agreement has been duly approved by all necessary corporate action of the Company, including any necessary shareholder approval, has been executed by duly authorized officers of the Company, enforceable in accordance with its terms.

(iii)The execution, delivery, and performance by the Company of this Agreement is in accordance with the Subscription Agreement and will not violate, conflict with, or cause a default under the certificate of incorporation or bylaws of the Company, any applicable law or regulation, any court order or administrative ruling or decree to which the Company is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including without limitation to the Subscription Agreement, to which the Company is a party.

(iv)Thomas Hanna has been duly appointed to act as the representative of the Company hereunder and has full power and authority to execute, deliver, and perform this Agreement, to execute and deliver any Joint Written Direction, to amend, modify or waive any provision of this Agreement and to take all other actions as the Company’s Representative under this Agreement, all without further consent or direction from, or notice to, the Company or any other party.

(v)No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof.  No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

(vi)All of the representations and warranties of the Company contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement from the Escrow Funds.

14.Consent to Jurisdiction and Venue; Governing Law.  The parties hereto acknowledge that the transactions contemplated by this Agreement and the exhibits hereto bear a reasonable relation to the State of New York.  The parties hereto agree that the internal laws of the State of New York shall govern this Agreement and the exhibits hereto, including, but not limited to, all issues related to usury.  Any action to enforce the terms of this Agreement or any of its exhibits shall be brought exclusively in the state and/or federal courts situated in the County and State of New York.  Service of process in any action by any of the parties to enforce the terms of this Agreement may be made by serving a copy of the summons and complaint, in addition to any other relevant documents, by commercial overnight courier to the Company at its principal address set forth in this Agreement.

15.Notice.  All notices and other communications hereunder shall be in writing and shall be deemed to have been validly served, given or delivered five (5) days after deposit in the United States mails, by certified mail with return receipt requested and postage prepaid, when delivered personally, one (1) day delivered to any overnight courier, or when transmitted by facsimile transmission and upon confirmation of receipt and addressed to the party to be notified as follows:

If to Buyers(s), to:
	Telephone:
	Facsimile:
If to Escrow Agent, to:	Emerson E. Bruns, PLLC
	1790 Broadway, 20th Fl.
	New York, NY 10019
	Telephone:                             (212) 826-1054
	Facsimile:                                (212) 832-2969
If to the Company, to:	Buzz Kill, Inc.
	4 Park Avenue South, Suite 16
	New York, NY  10016
With a copy to:	Gottbetter & Partners, LLP
	488 Madison Avenue,
	New York, NY 10022
	Attention:                                Adam S. Gottbetter, Esq.
	Telephone:                              (212) 400-6900
	Facsimile:                                 (212) 400-6901

Or to such other address as each party may designate for itself by like notice.

16.Amendments or Waiver.  This Agreement may be changed, waived, discharged or terminated only by a writing signed by the parties hereto.  No delay or omission by any party in exercising any right with respect hereto shall operate as waiver.  A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

17.Severability.  To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition, or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18.Entire Agreement.  This Agreement constitutes the entire Agreement between the parties relating to the holding, investment, and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of Escrow Agent with respect to the Escrow Funds.

19.Binding Effect.  All of the terms of this Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective heirs, successors and assigns of the Buyers, the Company, or Escrow Agent.

20.Execution of Counterparts.  This Agreement and any Joint Written Direction may be executed in counter parts, which when so executed shall constitute one and same agreement or direction.

21.Termination.  Upon the first to occur of the disbursement of all amounts in the Escrow Funds pursuant to Joint Written Directions or the disbursement of all amounts in the Escrow Funds into court pursuant to Section 7 hereof, this Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year above set forth.

BUZZ KILL INC.

By:_______________________________                                                           

Name:                Thomas Hanna

Title:                  President

BUYER

By:_______________________________                                                         

Name:

Title:

EMERSON E. BRUNS, PLLC

By:_______________________________                                                      

Name:                Emerson E. Bruns

EX-10.9

Exhibit 10.9

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

10% NOTE SERIES

BUZZ KILL, INC.

DUE __________, 2010

Original Issue Date: __________, 2007 US$__________

This Note (“Note”) is one of a series of not more than $400,000 of duly authorized and issued participating notes (“Notes”) of Buzz Kill, Inc., a New York corporation (the “Company”) designated its 10% Participating Notes due on __________, 2010 issued to __________ (together with its permitted successors and assigns, the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended, pursuant to a Subscription Agreement, dated __________, 2007 (the “Subscription Agreement”) among the Company and the Holder.

ARTICLE I.

Section 1.01                                Repayment of Principal and Interest. For value received, the Company hereby promises to pay to the order of the Holder, in lawful money of the United States of America and in immediately available funds the principal sum of _____ Thousand Dollars ($___,000). Interest shall accrue on the unpaid principal balance of the Note at the rate of ten percent (10%) per year (compounded monthly) commencing the Original Issue Date noted above until __________, 2010 (the “Maturity Date”). Interest shall be calculated on the basis of a 360-day year. Upon repayment of this Note, in addition to the outstanding principal balance of the Note and all accrued and unpaid interest, Company shall pay to the Holder an additional $__________ (equal to 20% of the original principal amount hereof) (“Premium”). The Holder’s right to receive the Premium shall survive any redemption of this Note.

Section 1.02                                Participation in Profits. In addition to being entitled to repayment of the principal balance of this Note, accrued interest and the Premium, the Holder shall also receive a participation (“Participation Interest”) in “Net Proceeds” (to be defined, paid, and accounted for using the definition and application of Net Proceeds attached hereto as Exhibit A) in an amount equal to twelve percent (12%) multiplied by the quotient of (i) the principal amount of this Note (ii) divided by $400,000.  The Holder’s right to receive its Participation Interest shall survive any redemption of this Note.

Section 1.03                                Absolute Obligation/Ranking. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, interest on, Premium and Participation Interest of, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes of this series now or hereinafter issued pursuant to a Subscription Agreement.

Section 1.04                                Paying Agent and Registrar. Initially, the Company will act as paying agent and registrar. The Company may change any paying agent, registrar, or Company-registrar by giving the Holder not less than ten business days written notice of its election to do so, specifying the name, address, telephone number and facsimile number of the paying agent or registrar. The Company may act in any such capacity.

Section 1.05                                Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.

Section 1.06                                Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Subscription Agreement and may be transferred or exchanged only in compliance with the Subscription Agreement and applicable federal and state securities laws and regulations.  In addition, Company represents and warrants that, as of the Original Issue Date, other than (i) Indebtedness to trade creditors incurred in the ordinary course of business, (ii) $405,462 in deferred compensation obligations, (iii) bridge financing in the amount of $100,000, (iv) an amount equal to five percent (5%) of the actualized budget, less amounts already paid, and (v) certain director fees, there is no outstanding Company Indebtedness.

Section 1.07                                Reliance on Note Register. Prior to due presentment to the Company for transfer or conversion of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

ARTICLE II.

Section 2.01                                Transfer of Assets. Upon the sale or other transfer of all or substantially all of the assets of the Company, the Holder hereof shall have a first priority right to receive amounts outstanding pursuant to this Note, whether principal, interest, Premium or Participation Interest. Nothing contained herein shall be construed as granting Holder a lien upon or a security interest in any asset of the Company.

ARTICLE III.

Section 3.01                                Redemption at the Option of the Company.

(a)           Provided that no Event of Default has occurred and is continuing, the Company may redeem all or any portion of this Note while principal or accrued and unpaid interest remains outstanding by providing the Holders five business days notice (“Redemption Notice”) stating the amount (“Redemption Amount”) of the principal and accrued and unpaid interest it has elected to redeem.

(b)           On the date specified in the Redemption Notice, the Company shall pay the Redemption Amount to the Holders.

(c)           Any redemption shall be applied ratably to all of the Holders in proportion to each Holder’s initial purchase of Notes under the Subscription Agreement.

(d)           If the Company elects to redeem less than the entire amounts due and owing under the Notes, the Company shall reissue a Note in the same form as this Note to reflect the new principal amount and the Holder shall return this Note to the Company for cancellation.

ARTICLE IV.

Section 4.01                                Events of Default. Each of the following events shall constitute a default under this Agreement (each an “Event of Default”):

(a)           failure by the Company to pay the principal amount or interest due hereunder within the earlier of (i) five (5) days after notice to it that such payment is due, and (ii) 30 days after such payment is due;

(b)           failure by the Company for ten (10) days after notice to it to comply with any of its other agreements in the Note;

(c)           the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;

(d)           any case, proceeding or other action shall be commenced against the Company for the purpose of effecting, or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in part) anything specified in this Section, or any receiver, trustee, assignee, custodian, sequestrator, liquidator or other official shall be appointed with respect to the Company, or shall be appointed to take or shall otherwise acquire possession or control of all or a substantial part of the assets and properties of the Company, and any of the foregoing shall continue unstayed and in effect for any period of sixty (60) days;

(e)           any material obligation of the Company for the payment of borrowed money is not paid when due or within any applicable grace period, or such obligation becomes or is declared to be due and payable before the expressed maturity of the obligation, or there shall have occurred an event that, with the giving of notice or lapse of time, or both, would cause any such obligation to become, or allow any such obligation to be declared to be, due and payable before the expressed maturity date of the obligation;

Section 4.02                                Remedies. If any Event of Default occurs, the full principal amount of this Note, together with accrued and unpaid interest and other amounts owing in respect thereof, to the date of acceleration shall become, at the Holder’s election, immediately due and payable in cash. All Notes for which the full amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

ARTICLE V.

Section 5.01                                Amendments and Waiver of Default. The Note may not be amended without the consent of the Required Holders. Notwithstanding the above, without the consent of the Required Holders, the Note may be amended to cure any ambiguity, defect or inconsistency or to make any change that does not adversely affect the rights of the Holder.

ARTICLE VI.

Section 6.01                                Covenants.

(a)           Distributions on Common Stock. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms, including the payment of all interest accrued and Premium due, the Company shall not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on its stock without the prior express written consent of the Required Holders, which they may grant or withhold in their complete discretion.

(b)           Rank. All payments due under this Note shall rank  (i) pari passu with the other Notes of this series and (iii) senior in all respects to all other Indebtedness of the Company; (ii) subordinate to monies owed to trade creditors, and (iii) if $400,000 of this series of Notes are sold, subordinate to the $100,000 in bridge financing owed to Thomas Hanna.

(c)           Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than (i) the Indebtedness evidenced by the Notes and (ii) Permitted Indebtedness; provided, however, the Company shall not incur any Permitted Indebtedness other than (x) Indebtedness to trade creditors incurred in the ordinary course of business (y) or extensions, refinancings and renewals of any items of Permitted Indebtedness in existence on the Original Issue Date without first offering to Holder the opportunity to provide that Indebtedness.  If the Company offers the Holder the opportunity to provide such Indebtedness, the Holder shall have five business days to accept such offer in writing and to transfer the funds underlying such Indebtedness to the Company or the Holder shall be deemed to have rejected such offer.

(d)           Existence of Liens. So long as any of the Notes is outstanding, the Company shall not, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, "Liens") other than Permitted Liens.

ARTICLE VII.

Section 7.01                                Definitions.

"Indebtedness" of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including (without limitation) "capital leases" in accordance with generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, (viii) all obligations issued, undertaken or assumed as part of any financing facility with respect to accounts receivables of the Company and its Subsidiaries, including, without limitation, any factoring arrangement of such accounts receivables and (ix) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (viii) above.

"Permitted Indebtedness" means (i) Indebtedness approved by the stockholders of Eastern Resources, Inc. representing at least a majority of its voting power, (ii) Indebtedness secured by Permitted Liens, (iii) Indebtedness to trade creditors incurred in the ordinary course of business, and (iv) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon the Company, as the case may be.

"Permitted Liens" means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen's liens, mechanics' liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens securing the Company's obligations under the Notes, (v) Liens (A) upon or in any equipment (as defined in the Security Agreement) acquired or held by the Company to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment, (vi) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (i) and (v) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vii) leases or subleases and licenses and sublicenses granted to others in the ordinary course of the Company's business, not interfering in any material respect with the business of the Company taken as a whole, (viii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods; (ix) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default and (x) Liens with respect to Indebtedness not individually in excess of $5,000 or in the aggregate in excess of $10,000, which individually and in the aggregate are not material to the Company.

"Required Holders" means the holders of Notes representing at least fifty-one percent (51%) of the aggregate principal amount of the Notes then outstanding.

Section 7.02                                  Notice. Notices regarding this Note shall be sent to the parties at the following addresses, unless a party notifies the other parties, in writing, of a change of address:

If to the Company, to:                      Buzz Kill, Inc.

 4 Park Avenue South, Suite 16K

 New York, NY 10016

With a copy to:                                             Gottbetter & Partners, LLP

 488 Madison Avenue, 12th Floor

 New York, New York 10022

 Adam S. Gottbetter, Esq.

 Telephone: 212.400.6900

 Facsimile: 212.400.6901

If to the Holder:

With a copy to:

Section 7.03                                Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 7.04                                Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.

Section 7.05                                Entire Agreement and Amendments. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as executed this Note as of the date first written above.

Buzz Kill, Inc.,

a New York corporation

By: ____________________________________                                                               

Name:

Title:              Authorized Signatory

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