2203-65 Harbour Square|Square, Toronto, Ontario|Ontario, Canada M5J 2L4

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (647) 692-0652647-692-0652

_______________________________________________________________
(Registrant's telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¹Yes x [ X ] No o[   ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o [ ] No x

APPLICABLE ONLY TO CORPORATE ISSUERS[X]

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common equity,stock, as of the latest practicable date.date: 974,305,508 as August 16, 2018.

EASTGATE BIOTECH CORP.

2

2

PART I —1 - FINANCIAL INFORMATION

Item 1. Financial StatementsStatements.

Forward Looking Statements

The accompanyingThis quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

the uncertainty that we will not be able to successfully execute our business plan;

risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities;

risks related to the failure to successfully manage or achieve growth of a new business opportunity; and

other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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 actual results.

Our unaudited balance sheet of Eastgate Biotech Corp. at September 30, 2016, related unauditedconsolidated financial statements of operationsare stated in United States dollars (US$) and cash flows for the periods ended September 30, 2016 and 2015 have beenare prepared by management in conformityaccordance with United States generally accepted accounting principles.Generally Accepted Accounting Principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited financial statements.included. Operating results for the interim period ended September 30, 2016,March 31, 2017, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2016 or any other subsequent period.full year.

As used in this quarterly report, the terms “we”, “us”, “our”, “our company” and “Eastgate” mean Eastgate Biotech, Corp., a Nevada corporation, and its’ wholly-owned subsidiary, Eastgate Pharmaceuticals, Inc., a Canadian corporation.  

3

Table of Contents

EASTGATE BIOTECH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS3

		September 30				December 31,
		2016				2015
		(Unaudited)
ASSETS
Current
Cash		$	-			$	19,241
Deposits			251,160				14,595
Sales tax recoverable			98,283				79,681
Total current assets			349,443				113,517
Other assets
Property & Equipment, net			143,746				184,402
Total other assets			493,189				297,919
Total assets		$	493,189			$	297,919
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Bank indebtedness			935
Accounts payable and accrued liabilities		$	367,204			$	361,094
Deferred revenue			-				23,847
Accrued liabilities related party			1,949,737				732,125
Deferred rent			1,026				2,064
Capital lease obligation			10,102				8,130
Accrued interest - related parties			395,282				292,769
Notes payable - related parties			1,506,672				1,308,585
Total current liabilities			4,230,958				2,728,614
Long term liabilities
Capital lease obligation long term			41,391				50,386
Total Liabilities			4,272,349				2,779,000
Stockholders' equity (deficit)
Authorized:
Preferred stock:50,000,000 shares authorized at $0.00001 par value no shares issued at September 30, 2016 and December 31, 2015			-				-
Common stock: 450,000,000 shares authorized at $0.00001 par value 306,822,175 and 282,872,175 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively			3,069				2,829
Additional paid-in capital			9,891,004				9,137,764
Accumulated other comprehensive income			23,246				31,846
Deficit accumulated			(13,696,479	)			(11,653,520	)
Total stockholders' equity (deficit)			(3,779,160	)			(2,481,081	)
Total liabilities and stockholders' equity (deficit)		$	493,189			$	297,919

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

EASTGATE BIOTECH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2016				2015				2016				2015
REVENUES		$	1,689			$	73,179			$	93,525			$	131,722
Cost of goods sold			-				11,059				13,963				19,489
Gross (loss) profit			1,689				62,120				79,562				112,233
OPERATING EXPENSES
Professional fees			19,886				26,757			$	24,191			$	123,960
Research & development			115,518				257,380				367,070				951,358
General and administrative			435,994				464,756				1,287,603				1,974,458
Marketing and selling			107,454				119,594				327,144				439,330
			678,852				868,487				2,006,008				3,489,106
LOSS FROM OPERATIONS			(677,163	)			(806,367	)			(1,926,446	)			(3,376,873	)
Other items
Interest expense			(39,778	)			(29,449	)			(116,516	)			(78,802	)
Total other items			(39,778	)			(29,449	)			(116,516	)			(78,802	)
LOSS BEFORE INCOME TAXES			(716,941	)			(835,816	)			(2,042,962	)			(3,455,675	)
NET LOSS		$	(716,941	)		$	(835,816	)		$	(2,042,962	)		$	(3,455,675	)
BASIC AND DILUTED LOSS PER SHARE		$	(0.002	)		$	(0.00	)		$	(0.007	)		$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED			306,732,501				217,302,267				303,779,292				161,087,899
COMPREHENSIVE LOSS
A summary of the components of other comprehensive loss for the periods ended is as follows:
Net Loss			(716,941	)			(835,816	)			(2,042,962	)			(3,455,675	)
Other Comprehensive Loss - foreign currency translation			3,213				15,107				(8,600	)			9,794
Comprehensive Loss		$	(713,728	)		$	(820,709	)		$	(2,051,562	)		$	(3,445,881	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

EASTGATE BIOTECH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

						For the Nine Months Ended
						September 30,				September 30,
						2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period			(2)			$	(2,042,962	)		$	(3,455,675	)
Adjustments to reconcile net loss to net cash used by operating activities:
Expenses paid on the Company's behalf by a related party			8				(3,145	)
Common stock issued for services			1				753,480				1,413,109
Depreciation			3				40,656				30,693
Stock options issued							(6	)			291,427
Changes in operating assets and liabilities:
Accrued interest			-				102,513				78,802
Prepaid asset			(2)				(236,565	)			(55,333	)
Accounts payable			-5				(7,403	)			67,498
Accounts Receivable							-				(38,392	)
Accrued liabilities related party			2				1,212,628				1,150,291
Sales tax recoverable			(6)				(14,124	)			(31,283	)
Deferred rent							(1,147	)			(1,206	)
Deferred revenue							(25,048	)
Cash flows used in operating activities			(1)				(221,124	)			(550,069	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			(3)				-				-
Cash flows used in investing activities			(3)				-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligation			-				(7,023	)			(4,130	)
Proceeds from notes payable related party			8				201,233				280,624
Payments on notes payable related party			(5)				-				(5,536	)
Common stock issued for cash			-				-				5,000
Cash Overdraft											6,345
Cash flows provided by financing activities			3				194,210				282,303
NET INCREASE (DECREASE) IN CASH			(1)				(26,913	)			(267,766	)
Effect of foreign currency translation adjustments							7,672				(18,715	)
Cash, beginning of the period							19,241				286,481
Cash, end of the period						$	-			$	-
Supplemental disclosures of cash flow information:
Cash paid for income taxes						$	-			$	-
Cash paid for interest						$	10,429			$	1,261
Non Cash Financing activities:
Common stock issued to convert liabilities						$	-			$	1,317,330
Common stock issued - subscription payable						$	-			$	-
Common stock issued for placement fees						$	-				85,401
Employee Advance repaid for reduction of Notes payable Related Party							-			$	3,359

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Table of Contents

EASTGATE BIOTECH CORP.Eastgate Biotech Corp. and Subsidiary

Notes to Condensedthe Unaudited Consolidated Financial Statements

September 30,For the three months ended March 31, 2017 and 2016 and December 31, 2015

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

Basis of Presentation

Interim Unaudited Consolidated Financial Statements

The accompanyingunaudited interim consolidated financial statements have been prepared by theof Eastgate Biotech Corp without audit. In the opinionCorporation (the “Company,” “Eastgate,” “we,” “our” or “us”) as of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2016,March 31, 2017 and for all periods presented herein have been made.

Certain informationthe three-month period ended March 31, 2017 and footnote disclosures normally included2016 contained in financial statementsthis Quarterly Report (collectively, the “Unaudited Interim Consolidated Financial Statements”) were prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited financial statements.(U.S. GAAP) for all periods presented. The results of operations for the periodsthree-month period ended September 30, 2016 and 2015March 31, 2017 are not necessarily indicative of the operating results that may be expected for the full years.entire fiscal year.

The accompanying Unaudited Interim Consolidated Financial Statements have been prepared in accordance with the regulations for interim financial information of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements.  In the opinion of management, the unaudited accompanying statements of financial condition and related interim statements of operations, cash flows, and stockholders’ deficit include all adjustments (which consist only of normal and recurring adjustments) considered necessary for a fair presentation in conformity with U.S. GAAP. These Unaudited Interim Consolidated Financial Statements should be read in conjunction with our consolidated financial statements as of and for the year ended December 31, 2016.

Organization and Nature of Operations

Organization

Eastgate Biotech Corp. (The Company) was organized on September 8, 1999, under the laws of the State of

Nevada.

During the year ended December 31, 2012 the Company acquired Eastgate Pharmaceuticals Inc. (“EPI”), as a wholly-owned subsidiary of the Company, from our CEO, Anna Gluskin, its sole shareholder, officer, and director.   EPI is a Province of Ontario, Canada corporation.   

Nature of Business

The Company is engaged in the research and development of drug delivery innovations, development of improved and novel formulations, and forms of alternative dosage delivery of existing biologically active molecules.

We are primarily engaged in the development of novel formulations of natural compounds and pharmaceutical products. We intend to accomplish this by developing our proprietary self-emulsifying drug delivery systems, predominantly forming Nano-emulsions. Although we have not finalized any pharmaceuticals products and are in the early stages of research, our goal is to be able to develop patentable and Trade Secret formulations of pharmaceutical, nutraceutical dietary supplements and consumer health products. We recently started marketing and distribution and have limited sales for some of our nutraceuticals products.

NOTE 2 - GOING CONCERNF-4

The

Some of our proposed products under development are based on existing natural compounds. Many of these proposed products are made of essential oils and plant extracts. Our proposed products comprise excipients listed in the FDA “Inactive Ingredients Guide” that we believe are safe and approved for human consumption. Additionally, we believe that these proposed products can be manufactured using common equipment. We anticipate that we will be able to apply self-emulsifying technologies for development of a variety of pharmaceuticals and natural products for different applications.

Going Concern

These accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in conformity with generally accepted accounting principles, which contemplatethe normal course of business. As of March 31, 2017, the Company had an accumulated deficit of $15,583,102 and negative working capital of $4,884,762.  The continuation of the Company as a going concern. However,concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities, obtain the necessary debt or equity financing, and generating profitable operations from the Company has accumulated deficit of $13,696,479 as of September 30, 2016. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues’s future operations. However, there can be no assurance that these arrangements will be sufficient to cover operating costs over an extended periodfund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of time, raisingthese matters cannot be predicted at this time. These factors raise substantial doubt about itsregarding the Company’s ability to continue as a going concern. These accompanying unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management anticipates that

Basis of Presentation

The financial statements of the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, therehave been prepared in accordance with US GAAP and are no assurances that the Company will be successfulexpressed in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Eastgate Biotech Corp. and its wholly-owned subsidiary Eastgate Pharmaceuticals Inc.U.S. dollars. All intercompanyinter-company accounts and transactions have been eliminated in consolidation.eliminated. The Company’s fiscal year end is December 31.

Summary of Significant Accounting Policies

a)   Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of AmericaUS GAAP 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 revenuerevenues and expenses during the reporting period. ActualThe Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results couldof which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from thosethe Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

b)  Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Eastgate Pharmaceuticals, Inc.  All significant inter-company transactions are eliminated.

F-5

c)   Cash and Cash Equivalents

For purposes of the statement of cash flows, thecash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments purchased with a maturitymaturities of sixthree months or less when purchased to be cash equivalentsequivalents.

d)   Accounts receivable and concentration of credit risk

The Company carries no accounts receivable for the periods reported herein.  This has currently eliminated the risk of default in the collection of accounts receivable.  In addition, our concentration risk, which is evaluated on a quarterly basis is currently, virtually nil.

e)   Allowance for doubtful accounts

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the accounts receivable.  The Company regularly reviews the adequacy of the Company’s allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received.  The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified.  In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customer’s overall business condition.  The allowance for doubtful accounts reflects the Company’s best estimate as of the reporting dates.

At March 31, 2017 and December 31, 2016, the Company had an allowance for bad debts in the amount of $0 and $0, respectively.

f)   Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

g)   Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the extentfair value measurement. ASC 820 prioritizes the fundsinputs into three levels that may be used to measure fair value:

F-6

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company did not have any Level 2 or Level 3 assets or liabilities as of September 30, 2017, with the exception of its notes payable. The carrying amounts of these liabilities at September 30, 2017 approximate their respective fair value based on the Company’s incremental borrowing rate.

Cash is considered to be highly liquid and easily tradable as of March 31, 2017 and therefore classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments

h)   Income Taxes

Potential benefits of income tax losses are not being heldrecognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for investment purposes.Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

7

Table of Contents

i) Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. We considerin accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue realized or realizable and earned when all of the following criteria are met: (i)can be recognized: (1) persuasive evidence of an arrangement exists, (ii)exists; (2) delivery has occurred or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Revenues are recognized (a) for larger construction type projects based on the percentage of completion method; or (b) for direct sales of products, upon shipment, provided that a signed purchase order has been received, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining significant obligations. Reserves for sales returns and allowances, based on historical levels of returns and discounts, current economic trends and changes in customer demand.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been shippeddelivered or the servicesno refund will be required.

F-7 

j) Reclassification

Certain reclassifications have been renderedmade to conform the prior period data to the customer, (iii)current presentation. These reclassifications had no effect on reported net loss.

Notes Payable

Notes Payable to Related Parties:

The Company owed $2,177,621 and $2,066,165 in notes and accrued interest to an officer and director at March 31, 2017 and December 31, 2016, respectively.  

During the sales price is fixedthree months ended March 31, 2017 and 2016, the Company made no repayments of notes or determinable, and (iv) collection is reasonably assured.accrued interest.  

Research and Development CostsNotes Payable, others:

The Company expenses researchcompany has notes due to unrelated parties totaling $70,403 and development costs to operations as incurred. Research$0 at March 31, 2017 and development expenses are comprised of costs incurred in performing researchDecember 31, 2016, respectively.

At March 31, 2017 and development activities, including employee-related expenses; laboratory supplies and other direct expenses; third-party contractual costs relating to nonclinical studies and related contract manufacturing expenses, development of manufacturing processes and regulatory registration.

Foreign Currency Translation

Foreign denominated assets and liabilities ofDecember 31, 2016, the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the endhas accrued interest of the reporting period. Income statement accounts are translated at a weighted average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary's financial statements from local currency to U.S. currency are recorded in the other comprehensive loss component of stockholders' equity.$18,000 and $0, respectively.

Recent Accounting Pronouncements

Related Party Transactions

The Company has evaluated recent accounting pronouncementsowes accrued compensation totaling $799,270 and their adoption has not had or is not expected$733,333 to have a material impact ontwo officers at March 31, 2017 and December 31, 2016, respectively.   

During the Company's financial position or statements.three months ended March 31, 2017 and 2016, the Company made repayments of accrued compensation of $2,156 and $0, respectively.  

As of December 31, 2016, $107,069 of the Company’s accounts payable are owed to two formerly related parties.

Stockholders’ Equity

Authorized

NOTE 4 - RELATED-PARTY TRANSACTIONSAuthorized capital stock consists of:

· 450,000,000 shares of common stock with a par value of $0.00001 per share; and

50,000,000 preferred shares with a par value of $0.00001 per share

F-8

b) Share Issuances

During the period ended March 31, 2017, the Company issued the following common shares:

In January 2017, the Company issued 1,000,000 shares of common stock at an average price of $0.0318 per share (the share price at the time of issuance) to consultants who are also accredited investors.

In February 2017, the Company issued 8,100,000 shares of common stock at an average price of $0.0399 per share (the share price at the time of issuance) to consultants who are also accredited investors.    

In March 2017, the Company issued 3,000,000 shares of common stock at an average price of $0.04 per share (the share price at the time of issuance) to consultants who are also accredited investors.    

In March 2017, the Company issued 500,000 shares of common stock at an average price of $0.043 per share (the share price at the time of issuance) to consultants who are also accredited investors.    

Commitments and Contingencies

Notes payable – related partiesLitigation

The Company has recorded loansmay, from shareholders, amounts duetime to shareholders for expenses paidtime, become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its behalf by shareholders as Notes payable - related parties on

Subsequent Events

We have evaluated subsequent events through the balance sheet. The amounts comprising Notes payable – related parties bear interest ranging from 5 percent per annum to 10 percent per annum, are unsecured and are due and payable upon demand.

During the nine months ended September 30, 2016 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have advanced cash to the Companydate of $201,233, and have had expenses paid by the Company of $3,146 on their behalf. At September 30, 2016 the Company has not repaid any of related party loans. During the year ended December 31, 2015 the CEO and the current President advanced the company cash of $310,825 and were repaid $5,536 of advances made. In addition during this period they paid $2,337 of expenses on behalfissuance of the companyunaudited consolidated financial statements, and were reimbursed for $5,432 in expenses they previously paid. This accounts forbelow are the increase in notes payable related party for the year ended December 31, 2015 of $302,194. As of September 30, 2016 and December 31, 2015, the Company owed $395,281 and $292,798 of accrued interest to related parties, respectively, resulting from interest expense of $102,483 and $109,954, respectively.material recognizable subsequent events.

NOTE 5 - SALES TAX RECOVERABLE

Sales tax receivable

The Company recovers sales tax paid, for which returns are filed on annual basis. At September 30, 2016, $98,283 was claimed as recoverable compared to the December 31, 2015 balance of $79,681. Sales tax recoverable is a result of sales tax paid on eligible expenses.

NOTE 6 - STOCKHOLDERS' EQUITY

On February 1^st 2016,In April 2017, the Company issued a total100,000 shares of 23,400,000 restrictedcommon stock at the market price on the date of issue.

In May 2017, the Company issued 5,250,000 shares of common stock at the market price on the date of issue.

In June 2017, the Company issued 500,000,000 shares of common stock to variousits CEO and its President (250,000,000 each) at a price of $0.0001 per common shares.  

 In June 2017, the Company issued 87,333,333 shares of common stock to its consultants in exchange for services renderedtheir services.  The shares were issued at the market price on the date of $0.0322 per share.issuance.

In October 2017, the Company issued 13,000,000 shares of common stock to consultants in exchange for their services.  The shares were issued at the market price on the date of issuance.

In January 2018, the Company issued 5,000,000 shares of common stock to consultants in exchange for their services.  The shares were issued at the market price on the date of issuance.

On·       In July 16, 2016, 550, 251 warrants were exercised by their holders using cashless exercise provision at the price of $0.00001 per share. This resulted in 550,000 common shares being issued to these holders.

The following table summarizes the stock options that are issued, outstanding and exercisable

						Stock Options Issued & Outstanding
Exercise				Expiration		September 30				December 31
Price				Date		2016				2015
$	0.286			February 12, 2020			10,375,000				10,375,000

As of September 30, 2016,2018, the Company had 41,164,901 warrantsissued 37,500,000 shares of common stock to purchase common stock. All outstanding warrants have a weighted average priceconsultants in exchange for their services. 

·       In July 2017, the Company issued 600,000 shares of $0.07preferred stock to consultants in exchange for their services.  The shares were issued at $0.01 per share, and have a weighted average remaining life of 2.81 years.convert 1:1 into common shares.

The following table summarizes warrants that are issued, outstanding and exercisableF-9

						Warrants Issued & Outstanding
Exercise				Expiration		September 30				December 31
Price				Date		2016				2015
$	0.25			March 14, 2019			3,495,000				3,495,000
$	0.25			March 21, 2019			3,480,000				3,480,000
$	0.25			June 6, 2019			2,022,300				2,022,300
$	0.05			October 16, 2019			150,000				150,000
	0.04			December 31, 2019			8,125,000				8,125,000
$	0.04			January 5, 2020			8,146,225				8,146,225
	0.04			August 19, 2020			125,000				125,000
	0.00001			October 6, 2020			15,621,376				16,171,627
							41,164,901				41,715,152

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

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Overview & General History

Organization

Eastgate Biotech Corp. (The Company) was organized on September 8, 1999, under the laws of the State of

Nevada, and is traded on the OTCPink exchange.  

Nature of Business

The Company is engaged in the research and development of drug delivery innovations, development of improved and novel formulations, and forms of alternative dosage delivery of existing biologically active molecules.

We are primarily engaged in the development of novel formulations of natural compounds and pharmaceutical products. We intend to accomplish this by developing our proprietary self-emulsifying drug delivery systems, predominantly forming Nano-emulsions. Although we have not finalized any pharmaceuticals products and are in the early stages of research, our goal is to be able to develop patentable and Trade Secret formulations of pharmaceutical, nutraceutical dietary supplements and consumer health products. We recently started marketing and distribution and have limited sales for some of our nutraceuticals products.

Some of our proposed products under development are based on existing natural compounds. Many of these proposed products are made of essential oils and plant extracts. Our proposed products comprise excipients listed in the FDA “Inactive Ingredients Guide” that we believe are safe and approved for human consumption. Additionally, we believe that these proposed products can be manufactured using common equipment. We anticipate that we will be able to apply self-emulsifying technologies for development of a variety of pharmaceuticals and natural products for different applications.

Results of Operations for the three months ended March 31, 2017 and 2016.

Operating Revenues

In the three-month period ended March 31, 2017 and 2016, we generated $0 and $0, respectively, in revenue from the sales of drug delivery systems, natural compounds, and pharmaceutical products.    

13

Cost of Goods Sold

In the three-month periods ended March 31, 2017 and 2016, we incurred $0 and $0, respectively, as cost of goods sold.   

Gross profit (loss)

The Company did not have any gross profit (loss) in the three-month periods ended March 31, 2017 and 2016.    

Operating Expenses

Our operating expenses for the three-month periods ended March 31, 2017 and 2016 are outlined in the table below:

The following selected comparative financial information has been derived from and should be read in conjunction with the company's financial statementsOperating expenses for the ninethree-months ended March 31, 2017 was $914,688 and $1,243,778, respectively.  The decrease in operating expense during the three-months ended March 31, 2017 versus 2016 is primarily attributed to a decrease in general and administrative costs.   

Other Expenses

In addition to operating expenses, we incurred interest expenses of $37,424 and $35,336 during the three-months ended March 31, 2017, and 2016, respectively.  The increase in interest expense during the period ended March 31, 2017 is primarily attributable to the fact that the debt was added incrementally throughout 2017.  In addition, for the three-month period ended March 31, 2016, the Company recorded a loss from impairment of assets with no similar discontinued operations of $184,402.

Net Loss

We incurred a net loss of $952,111 and $1,463,516 for the three-months ended March 31, 2017 and 2016, respectively.    

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

To date we have financed our operations through sales of common stock and the issuance of debt.

The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing and generating profitable operations from the Company’s future operations. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

14

Working Capital

At March 31, 2017, our cash balance was $9,348 compared to $0 at December 31, 2016.  The increase in cash is attributed to proceeds of $71,563 in notes payable to a related party, and proceeds of $70,403 from other notes, all of which were used to pay operating expenses.

At March 31, 2017, we had total current liabilities of $4,894,110, compared with total current liabilities of $4,578,042 at December 31, 2016.  The increase in total liabilities is attributed to an increase in notes payable to related parties, deferred sales, and increases in accounts payable and accrued liabilities of $148,181 and accrued interest of $18,000.  

At March 31, 2017, we had a working capital deficit of $4,884,762 compared with a working capital deficit of $4,578,042 at December 31, 2016.  The increase in working capital deficit is primarily due to an increase in related party loans of $71,563 and increases in accounts payable and accrued expenses which were offset by cash obtained from proceeds of common stock sales.

Cash Flows

Cash flow from Operating Activities

During the three months ended September 30,March 31, 2017, we used $121,479 of cash in operating activities compared to the use of $103,503 of cash for operating activities during the three months ended March 31, 2016.  The increase in the use of cash for operating activities was mainly attributed to positive cash flow adjustments of 830,632 to our 2017 period net loss of $952,111, which were less than the positive cash flow adjustments of $1,360,013 to our 2016 and 2015.period loss of $1,463,516.  

		For the Three Months ended								For the Nine Months ended
		September 30								September 30
		2016				2015				2016				2015
Revenues		$	1,689			$	73,179			$	93,525			$	131,722
Cost of sales			-				11,059				13,963				19,489
Gross profit			1,689				62,120				79,562				112,233
Operating Expenses
Professional fees			19,886				26,759				24,191				123,960
Research & development			115,518				257,380				367,070				951,358
General & administrative			435,994				464,756				1,287,603				1,974,458
Marketing and selling			107,454				119,594				327,144				439,330
Total operating expenses			678,852				868,487				2,006,008				3,489,106
Loss from operations			(677,163	)			(806,367	)			(1,926,446	)			(3,376,873	)
Interest income			(39,778	)			(29,449	)			(116,516	)			(78,802	)
Net loss		$	(716,941	)		$	(835,816	)		$	(2,042,962	)		$	(3,455,675	)

15