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 June 30, 2011
[ ]
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)
Nevada
87-0639378
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109
(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 [ ]
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 [X] 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
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ]
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 [ ]
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 __, 2011
Common Stock, $0.00001 par value
1,500,000
TABLE OF CONTENTS
Heading
Page
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
10
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 1A.
Risk Factors
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
Item 6.
Exhibits
12
Signatures
13
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at June 30, 2011, related unaudited statements of operations, statements of stockholders’ equity (deficit) and cash flows for the three and six months ended June 30, 2011 and 2010 and the period from September 8, 1999 (date of inception) to June 30, 2011, 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, 2010 audited financial statements. Operating results for the period ended June 30, 2011, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2011 or any other subsequent period.
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EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Balance Sheets |
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ASSETS |
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| June 30, |
| December 31, |
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| 2011 |
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CURRENT ASSETS |
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| Cash |
| $ | - |
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| Total Current Assets | | - |
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| TOTAL ASSETS | $ | - |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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| Accounts payable | $ | 3,500 |
| $ | 1,020 |
| Accrued interest - related party |
| 13,948 |
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| 11,213 |
| Payable - related party | | 57,590 |
| | 53,035 |
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| Total Current Liabilities | | 75,038 |
| | 65,268 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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| Common stock; 20,000,000 shares authorized, |
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| at $0.00001 par value, 1,500,000 shares issued |
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| and outstanding |
| 15 |
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| 15 |
| Additional paid-in capital |
| 29,185 |
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| 26,185 |
| Deficit accumulated during the development stage | | (104,238) |
| | (91,468) |
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| Total Stockholders' Equity (Deficit) | | (75,038) |
| | (65,268) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' | |
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| EQUITY (DEFICIT) | $ | - |
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The accompanying notes are an integral part of these financial statements. |
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EASTGATE ACQUISITIONS CORPORATION |
(A Development Stage Company) |
Statements of Cash Flows |
(unaudited) |
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| From |
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| Inception on |
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| September 8, |
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| 1999 Through |
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| June 30, |
| June 30, |
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| 2011 |
| 2010 |
| 2011 |
OPERATING ACTIVITIES |
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| Net loss |
| $ | (12,770) | | $ | (16,837) |
| $ | (104,238) |
| Adjustments to reconcile net loss to net cash |
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| used by operating activities: |
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| Expenses paid on the Company's behalf |
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| by a related party |
| 4,555 |
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| 10,583 |
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| 57,590 |
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| Services contributed by shareholders |
| 3,000 |
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| 3,000 |
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| 28,700 |
| Changes in operating assets and liabilities: |
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| Change in accrued interest |
| 2,735 |
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| 2,754 |
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| 13,948 |
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| Change in accounts payable | | 2,480 |
| | 500 |
| | 3,500 |
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| Net Cash Used in |
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| Operating Activities | | - |
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INVESTING ACTIVITIES | | - |
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FINANCING ACTIVITIES |
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| Common stock issued for cash | | - |
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| | 500 |
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| Net Cash Provided by |
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| Financing Activities | | - |
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| | 500 |
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| NET DECREASE IN CASH |
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| CASH AT BEGINNING OF PERIOD | | - |
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| CASH AT END OF PERIOD | $ | - |
| $ | - |
| $ | - |
SUPPLEMENTAL DISCLOSURES OF |
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| CASH FLOW INFORMATION |
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| CASH PAID FOR: |
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| Interest |
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| $ | - |
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| Income Taxes | $ | - |
| $ | - |
| $ | - |
The accompanying notes are an integral part of these financial statements. |
EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
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 June 30, 2011, 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, 2010 audited financial statements. The results of operations for the periods ended June 30, 2011 and 2010 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.
2
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has recorded expenses paid on its behalf by shareholders as a related party payable. The note bears interest at 10 percent, is unsecured and is due and payable upon demand. The balance of this payable totaled $57,590 and $53,035 at June 30, 2011 and December 31, 2010, respectively. The balance in interest accrued on the note totaled $13,948 and $11,213 as at June 30, 2011 and December 31, 2010, respectively.
During the six months ended June 30, 2011, Company shareholders performed services valued at $3,000 which have been recorded as a contribution to capital.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.
0
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. Expenses associated with preparing and filing this and other reports with the SEC, have been paid for by advances from stockholders. We anticipate that necessary funds to maintain future corporate viability will most likely be provided by officers, directors and/or principal stockholders. 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 June 30, 2011 (“second quarter”), we incurred a net loss of $5,511, a 47% decrease compared to a $10,438 loss during the comparable second quarter of 2010. The decreased loss for the second quarter of 2011 is attributed to the 54% decrease in general and administrative expenses from $8,973 for the second quarter of 2010 period to $4,115 for the 2011 second quarter. The decrease in general and administrative expenses during the second quarter of 2011 were primarily due to a decrease in legal and accounting costs related to our requisite SEC filings. Also, interest expense of $1,396 for the second quarter of 2011 decreased 5% from $1,465 for the second quarter of 2010, attributed to an increase in loans from stockholders.
For the six month period ended June 30, 2011, we incurred a net loss of $12,770 compared to a net loss of $16,837 for the comparable 2010 period. This 24% decrease is attributed to the decrease in general and administrative expenses for the first six months of 2011, primarily due to a decrease in legal and accounting costs related to our requisite SEC filings. Interest expense for the first six months of 2011 was $2,735, a slight decrease from $2,754 for the 2010 period.
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 second quarter of 2011, a principal stockholder paid our ongoing expenses. At June 30, 2011 we had a note payable - related party of $57,590, compared to $53,035 at December 31, 2010. The increase represents additional expenses paid by the stockholder during the first six months of 2011. Accrued interest – related party at June 30, 2011 was $13,948 compared to $11,213 at December 31, 2010, which reflects the added interest on the payable – related party. Accounts payable increased from $1,020 at December 31, 2010 to $3,500 at June 30, 2011, reflecting an increase in unpaid obligations.
We expect to continue to rely on the stockholder and/or others to pay our expenses until such time as 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 June 30, 2011, we had a stockholders’ deficit of $75,038 compared to a stockholders' deficit of $65,268 at December 31, 2010. The increase in stockholders' deficit is attributed to ongoing general and administrative expenses, principally legal and accounting costs.
Plan of Operation
During the next 12 months, we will continue to 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 intend to 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
1
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:
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the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;
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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;
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volatility of the stock market, particularly within the technology sector; and
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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.
2
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, concluded that, as of June 30, 2011, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.
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Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the second quarter of fiscal 2011. 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 second quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1.
Legal Proceedings
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.
Item 1A.
Risk Factors
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
Item 5.
Other Information
This Item is not applicable.
Item 6.
Exhibits
Exhibit 31.1
Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3
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.
4
SIGNATURES
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: August __, 2011
By: /S/ GEOFF WILLIAMS
Geoff Williams
President, C.E.O. and Director
(Principal Accounting Officer)
5
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,Geoff Williams, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Eastgate Acquisitions Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
August __, 2011
/S/ GEOFF WILLIAMS
Geoff Williams
Chief Executive Officer
Principal Accounting Officer
6
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Eastgate Acquisitions Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,Geoff Williams, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ GEOFF WILLIAMS
Geoff Williams
Chief Executive Officer
Principal Accounting Officer
August __, 2011
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.
7
COVER LETTER
Leonard E. Neilson
A PROFESSIONAL CORPORATION
LEONARD E. NEILSON
8160 SOUTH HIGHLAND DRIVE, SUITE 104
ATTORNEY AT LAW
SANDY, UTAH 84093
TELEPHONE: (801) 733-0800
FAX: (801) 733-0808
E-MAIL: LNEILSONLAW@AOL.COM
