UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2010
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-52886
EASTGATE ACQUISITIONS CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
175 South Main Street, Suite 740, Salt Lake City, Utah 84111
(Address of principal executive offices)
(801) 322-3401
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
| Class | Outstanding as of May 12, 2010 |
| Common Stock, $0.0001 par value | 1,500,000 |
TABLE OF CONTENTS
| PART I | — | FINANCIAL INFORMATION |
Item 1. | Financial Statements | 3 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
Item 4(T). | Controls and Procedures | 11 |
| PART II | — | OTHER INFORMATION |
Item 1. | Legal Proceedings | 12 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
Item 3. | Defaults Upon Senior Securities | 12 |
Item 4. | (Reserved and Removed) | 12 |
Item 5. | Other Information | 12 |
PART I — FINANCIAL INFORMATION
Item 1. | Financial Statements |
The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at March 31, 2010 and related unaudited statements of operations, and cash flows for the three months ended March 31, 2010 and 2009 and the period from September 8, 1999 (date of inception) to March 31, 2010, have been prepared by management in conformity with United States 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, 2009 audited financial statements. Operating results for the period ended March 31, 2010, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2010 or any other subsequent period.
EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2010
EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Balance Sheets |
| | | | | | | | |
| | | | | | | | |
ASSETS |
| | | | | | | | |
| | | | March 31, | | December 31, |
| | | | 2010 | | 2009 |
| | | | (unaudited) | | |
| | | | | | | | |
CURRENT ASSETS | | | | | |
| | | | | | | | |
| Cash | | $ | - | | $ | - |
| | | | | | | | |
| | Total Current Assets | | - | | | - |
| | | | | | | | |
| | TOTAL ASSETS | $ | - | | $ | - |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | |
| | | | | | | | |
| Accounts payable | $ | - | | $ | 1,500 |
| Payable - related party | | 55,388 | | | 48,989 |
| | | | | | | | |
| | Total Current Liabilities | | 55,388 | | | 50,489 |
| | | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | |
| | | | | | | | |
| Common stock;20,000,000 shares authorized, | | | | | |
| at $0.00001 par value, 1,500,000 shares issued | | | | | |
| and outstanding | | 15 | | | 15 |
| Additional paid-in capital | | 21,685 | | | 20,185 |
| Deficit accumulated during the development stage | | (77,088) | | | (70,689) |
| | | | | | | | |
| | Total Stockholders' Equity (Deficit) | | (55,388) | | | (50,489) |
| | | | | | | | |
| | TOTAL LIABILITIES AND STOCKHOLDERS' | | | | | |
| | EQUITY (DEFICIT) | $ | - | | $ | - |
| | | | | | | | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements. |
|
-4-
EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Statements of Operations |
(unaudited) |
| | | | | | | | | | | |
| | | | | | | | | | From |
| | | | | | | | | | Inception on |
| | | | | | | | | | September 8, |
| | | | For the Year Ended | | 1999 Through |
| | | | March 31, | | March 31, |
| | | | 2010 | | 2009 | | 2010 |
| | | | | | | | | | | |
REVENUES | | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | |
EXPENSES | | | | | | | | | |
| | | | | | | | | | | |
| General and | | | | | | | | | |
| administrative | | | 5,110 | | | 3,558 | | | 70,020 |
| | | | | | | | | | | |
| | Total Expenses | | | 5,110 | | | 3,558 | | | 70,020 |
| | | | | | | | | | | |
LOSS FROM OPERATIONS | | | (5,110) | | | (3,558) | | | (70,020) |
| | | | | | | | | | | |
OTHER EXPENSES | | | | | | | | | |
| | | | | | | | | | | |
| Interest expense | | | (1,289) | | | (783) | | | (7,068) |
| | | | | | | | | | | |
| | Total Other Expenses | | | (1,289) | | | (783) | | | (7,068) |
| | | | | | | | | | | |
LOSS BEFORE INCOME TAXES | | | (6,399) | | | (4,341) | | | (77,088) |
PROVISION FOR INCOME TAXES | | | - | | | - | | | - |
| | | | | | | | | | | |
NET LOSS | | $ | (6,399) | | $ | (4,341) | | $ | (77,088) |
| | | | | | | | | | | |
| | | | | | | | | | | |
BASIC LOSS PER SHARE | | $ | (0.00) | | $ | (0.00) | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
WEIGHTED AVERAGE | | | | | | | | | |
NUMBER OF COMMON SHARES | | | | | | | | | |
OUTSTANDING | | | 1,500,000 | | | 1,500,000 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements |
-5-
EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Statements of Stockholders' Equity (Deficit) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | Deficit | | |
| | | | | | | | | Accumulated | | Total |
| | | | | | Additional | | During the | | Stockholders' |
| Common Stock | | Paid-In | | Development | | Equity |
| Shares | | Amount | | Capital | | Stage | | (Deficit) |
| | | | | | | | | | | | | |
Balance at inception on September 8, 1999 | - | | $ | - | | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | | |
Common stock issued for cash on | | | | | | | | | | | | | |
September 8, 1999 at $0.0003 per share | 1,500,000 | | | 15 | | | 485 | | | - | | | 500 |
| | | | | | | | | | | | | |
Net loss from inception on September 8, 1999 | | | | | | | | | | | | | |
through December 31, 1999 | - | | | - | | | - | | | - | | | - |
| | | | | | | | | | | | | |
Balance, December 31, 1999 | 1,500,000 | | | 15 | | | 485 | | | - | | | 500 |
| | | | | | | | | | | | | |
Net loss for the period from | | | | | | | | | | | | | |
January 1, 2000 through | | | | | | | | | | | | | |
December 31, 2004 | - | | | - | | | - | | | (3,320) | | | (3,320) |
| | | | | | | | | | | | | |
Balance, December 31, 2004 | 1,500,000 | | | 15 | | | 485 | | | (3,320) | | | (2,820) |
| | | | | | | | | | | | | |
Services contributed by shareholders | - | | | - | | | 500 | | | - | | | 500 |
| | | | | | | | | | | | | |
Net loss for the year ended | | | | | | | | | | | | | |
December 31, 2005 | - | | | - | | | - | | | (600) | | | (600) |
| | | | | | | | | | | | | |
Balance, December 31, 2005 | 1,500,000 | | | 15 | | | 985 | | | (3,920) | | | (2,920) |
| | | | | | | | | | | | | |
Services contributed by shareholders | - | | | - | | | 1,700 | | | - | | | 1,700 |
| | | | | | | | | | | | | |
Net loss for the year ended | | | | | | | | | | | | | |
December 31, 2006 | - | | | - | | | - | | | (5,555) | | | (5,555) |
| | | | | | | | | | | | | |
Balance, December 31, 2006 | 1,500,000 | | | 15 | | | 2,685 | | | (9,475) | | | (6,775) |
Services contributed by shareholders | - | | | - | | | 5,500 | | | - | | | 5,500 |
| | | | | | | | | | | | | |
Net loss for the year ended | | | | | | | | | | | | | |
December 31, 2007 | - | | | - | | | - | | | (9,681) | | | (9,681) |
| | | | | | | | | | | | | |
Balance December 31, 2007 | 1,500,000 | | | 15 | | | 8,185 | | | (19,156) | | | (10,956) |
| | | | | | | | | | | | | |
Services contributed by shareholders | - | | | - | | | 6,000 | | | - | | | 6,000 |
| | | | | | | | | | | | | |
Net loss for the year ended | | | | | | | | | | | | | |
December 31, 2008 | - | | | - | | | - | | | (29,384) | | | (29,384) |
| | | | | | | | | | | | | |
Balance, December 31, 2008 | 1,500,000 | | | 15 | | | 14,185 | | | (48,540) | | | (34,340) |
| | | | | | | | | | | | | |
Services contributed by shareholders | - | | | - | | | 6,000 | | | - | | | 6,000 |
| | | | | | | | | | | | | |
Net loss for the year ended | | | | | | | | | | | | | |
December 31, 2009 | - | | | - | | | - | | | (22,149) | | | (22,149) |
| | | | | | | | | | | | | |
Balance, December 31, 2009 | 1,500,000 | | | 15 | | | 20,185 | | | (70,689) | | | (50,489) |
| | | | | | | | | | | | | |
Services contributed by shareholders (unaudited) | - | | | - | | | 1,500 | | | - | | | 1,500 |
| | | | | | | | | | | | | |
Net loss for the three months ended | | | | | | | | | | | | | |
March 31, 2010 (unaudited) | - | | | - | | | - | | | (6,399) | | | (6,399) |
| | | | | | | | | | | | | |
Balance, March 31, 2010 (unaudited) | 1,500,000 | | $ | 15 | | $ | 21,685 | | $ | (77,088) | | $ | (55,388) |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements. |
|
| | | | | | | | | | | | | |
-6-
EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Statements of Cash Flows |
(unaudited) |
| | | | | | | | | | | | |
| | | | | | | | | | | From |
| | | | | | | | | | | Inception on |
| | | | | | | September 8, |
| | | | | For the Three Months Ended | | 1999 Through |
| | | | | March 31, | | March 31, |
| | | | | 2010 | | 2009 | | 2010 |
| | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | |
| | | | | | | | | | | | |
| Net loss | | $ | (6,399) | | $ | (4,341) | | $ | (77,088) |
| Adjustments to reconcile net loss to net cash | | | | | | | | |
| used by operating activities: | | | | | | | | |
| | Services contributed by shareholders | | 1,500 | | | 1,500 | | | 21,200 |
| | Expenses paid on Company's behalf by | | | | | | | | |
| | a related party | | 6,399 | | | 2,841 | | | 55,388 |
| Changes in operating assets and liabilities: | | | | | | | | |
| | Change in accounts payable | | (1,500) | | | - | | | - |
| | | | | | | | | | | | |
| | | Net Cash Used in | | | | | | | | |
| | | Operating Activities | | - | | | - | | | (500) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | - | | | - | | | - |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | |
| | | | | | | | | | | | |
| | Common stock issued for cash | | - | | | - | | | 500 |
| | | | | | | | | | | | |
| | | Net Cash Provided by | | | | | | | | |
| | | Financing Activities | | - | | | - | | | 500 |
| | | | | | | | | | | | |
| | NET DECREASE IN CASH | | - | | | - | | | - |
| | | | | | | | | | | | |
| | CASH AT BEGINNING OF PERIOD | | - | | | - | | | - |
| | | | | | | | | | | | |
| | CASH AT END OF PERIOD | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF | | | | | | | | |
| CASH FLOW INFORMATION | | | | | | | | |
| | | | | | | | | | | | |
| CASH PAID FOR: | | | | | | | | |
| | | | | | | | | | | | |
| | Interest | | $ | - | | $ | - | | $ | - |
| | Income Taxes | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements. |
-7-
[
EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010 and December 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements 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, 2009 audited financial statements. The results of operations for the periods ended March 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
Established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010 and December 31, 2009
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
NOTE 4 - NOTES PAYABLE RELATED PARTY |
The principal shareholder of the company has advanced the corporation $55,388. The note bears interest at 10 percent, is unsecured and is due and payable upon demand.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) Company management reviewed all material events through April 30, 2010, and there are no material subsequent events to report.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.
We are a development stage company with limited operations. The costs and expenses associated with preparing and filing this and other reports with the SEC, have been paid for by advances from stockholders. We anticipate that the necessary funds to maintain our future corporate viability will most likely be provided by our officers, directors or principal stockholders. However, unless we are able to finalize an acquisition of or merger with an operating business or obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.
Results of Operations
During the three month period ended March 31, 2010 (“first quarter”), we incurred a net loss of $6,399 compared to a $4,341 loss during the three month period ended March 31, 2009. The increased loss for the first quarter of 2010 is primarily attributed to the 44% increase in general and administrative expenses from $3,558 for the first quarter of 2009 period to $5,110 for the 2010 period. The increase in general and administrative expenses is attributed to an increase in legal and accounting costs related to our filing requirements with the SEC. The increase in net loss is also attributed to an increase in interest expense from $783 for the first quarter of 2009 to $1,289 for the first quarter of 2010, due to an increase in loans from stockholders.
In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations.
Liquidity and Capital Resources
During the first quarter of 2010, our expenses were paid by a principal stockholder. At March 31, 2010 we had a note payable - related party of $55,388, compared to $48,989 at December 31, 2009. The increase represents additional expenses paid by the stockholder. We expect to continue to rely on the stockholder to pay our expenses, because we have no cash reserves or sources of revenues we complete a merger with or acquisition of an existing, operating company. There is no assurance that we will complete such a merger or acquisition or that the stockholder will continue indefinitely to pay our expenses.
At March 31, 2010, we had a stockholders’ deficit of $55,388 compared to a stockholders' deficit of $50,489 at December 31, 2009. The increase in stockholders' deficit is attributed to ongoing legal and accounting expenses.
Plan of Operation
During the next 12 months, we will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. We will not restrict our search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature.
Because we lack capital, it may become necessary for officers, directors or stockholders to advance funds and we will accrue expenses until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors have agreed to defer any compensation until an acquisition or merger can be accomplished and we will strive to have the business opportunity provide their remuneration. However, if we engage outside advisors or consultants in our search for business opportunities, it may be necessary to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.
If we find it necessary to raise capital, most likely the only method available would be the private sale of securities. Because we are a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that we will be able to secure funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.
We do not intend to use any employees in the immediate future, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Also, we do not anticipate making any significant capital expenditures until we can successfully complete an acquisition or merger.
Forward-Looking and Cautionary Statements
This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.
When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:
● | the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;; |
● | uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services; |
| ● | volatility of the stock market, particularly within the technology sector; and |
| ● | general economic conditions. |
Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
| This item is not required for a smaller reporting company. |
Item 4(T). | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.
-11-
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the
supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of March 31, 2010, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2010. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the first quarter of fiscal 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
| This item is not required for a smaller reporting company. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| This Item is not applicable. |
Item 3. | Defaults Upon Senior Securities |
| This Item is not applicable. |
Item 4. | (Removed and Reserved) |
On August 7, 2009, we dismissed Moore & Associates Chartered as our independent registered public accountants. None of the reports of Moore & Associates on our financial statements for either of the past two years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years, there were no disagreements with Moore and Associates, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.
On August 27, 2009, the PCAOB issued PCAOB Release No. 105-2009-006 revoking the registration of Moore & Associates, Chartered and barring Michael J. Moore, CPA, from being an associated person of a registered public accounting firm. The PCAOB imposed these sanctions on the basis of its findings
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concerning the alleged violations of Moore & Associates and Michael J. Moore of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, PCAOB rules and auditing standards in auditing the financial statements of three issuer clients from 2006 to 2008, PCAOB rules and quality controls standards, and noncooperation with a Board investigation. A copy of the PCAOB Release can be accessed at the PCAOB website at http://www.pcaobus[dot]org.
On August 7, 2009, we engaged the accounting firm of Seale and Beers, CPAs as our new independent registered public accounting firm. Our board of directors approved the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs. During the two most recent fiscal years and the interim periods preceding the engagement, we did not consult Seale and Beers regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
On November 9, 2009, we dismissed Seale and Beers, CPAs as our independent certifying accountants pursuant to the unanimous consent of our board of directors. We initially retained Seale and Beers on August 7, 2009, but the firm did not performed any auditing or accounting services nor has it issued any audit or other reports on our financial statements. Accordingly, since we retained Seale and Beers, we had no disagreements with the firm, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.
On October 14, 2009, we engaged Pritchett, Siler & Hardy, P.C. as our new independent certifying accountants. Our board of directors unanimously approved the engagement of Pritchett, Siler & Hardy. During the two most recent fiscal years and the interim periods preceding the engagement, we have not consulted Pritchett, Siler & Hardy regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
On April 22, 2010, we dismissed Pritchett, Siler & Hardy, P.C. as our independent certifying accountants pursuant to the unanimous consent of our board of directors. We initially retained Seale and Beers on October 14, 2009. Since we retained Seale and Beers, we had no disagreements with the firm, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Pritchett, Siler & Hardy’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.
On April 22, 2010, we engaged Sadler, Gibb & Associates, L.L.C. as our new independent certifying accountants. Our board of directors unanimously approved the engagement of Sadler, Gibb & Associates, L.L.C. We have not consulted Sadler, Gibb & Associates, L.L.C. regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
| Exhibit 31.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit 32.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EASTGATE ACQUISITIONS CORPORATION |
Date: May 14, 2010 | By: | /s/ GEOFF WILLIAMS |
President, C.E.O. and Director
(Principal Accounting Officer)
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