Eastgate Biotech (ETBI) 10-Q 2012 Q2 Quarterly report

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, 2012

[   ]

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  [  ]    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  [  ]   No  [X]

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 August 20, 2012

Common Stock, $0.00001 par value

       31,625,000

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

9

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

13

Item 1A.

Risk Factors

13

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

13

Signatures

14

PART  I   —   FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at June 30, 2012, related unaudited statements of operations, statements of stockholders’ equity (deficit) and cash flows for the six months ended June 30, 2012 and 2011 and the period from September 8, 1999 (date of inception) to June 30, 2012, 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, 2011 audited financial statements.  Operating results for the period ended June 30, 2012, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2012 or any other subsequent period.

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
			June 30,		December 31,
			2012		2011
			(Unaudited)
CURRENT ASSETS
	Cash		$	-	$	-
		Total Current Assets		-		-
		TOTAL ASSETS	$	-	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	84,054	$	12,408
	Accrued interest - related parties			20,162		17,190
	Payable - related parties			113,842		59,590
		Total Current Liabilities		218,058		89,188
STOCKHOLDERS' DEFICIT
	Common stock;20,000,000 shares authorized, at $0.00001 par value, 31,625,000
	and 11,625,000  shares issued and outstanding, respectively			316		116
	Additional paid-in capital			134,884		32,084
	Deficit accumulated during the development stage			(353,258)		(121,388)
		Total Stockholders' Deficit		(218,058)		(89,188)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
			$	-	$	-
The accompanying notes are an integral part of these condensed financial statements.

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
											From
											Inception on
											September 8,
			For the Three Months Ended				For the Six Months Ended				1999 Through
			June 30,				June 30,				June 30,
			2012		2011		2012		2011		2012
REVENUES			$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES
	Professional fees			111,459		-		111,459		-		111,459
	General and administrative			111,689		4,115		117,439		10,035		221,637
		Total Operating Expenses		223,148		4,115		228,898		10,035		333,096
LOSS FROM OPERATIONS				(223,148)		(4,115)		(228,898)		(10,035)		(333,096)
OTHER EXPENSES
	Interest expense			(1,485)		(1,396)		(2,972)		(2,735)		(20,162)
		Total Other Expenses		(1,485)		(1,396)		(2,972)		(2,735)		(20,162)
LOSS BEFORE INCOME TAXES				(224,633)		(5,511)		(231,870)		(12,770)		(353,258)
PROVISION FOR INCOME TAXES				-		-		-		-		-
NET LOSS			$	(224,633)	$	(5,511)	$	(231,870)	$	(12,770)	$	(353,258)
BASIC LOSS PER SHARE			$	(0.01)	$	(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING				20,291,667		11,625,000		15,934,392		11,625,000
The accompanying notes are an integral part of these condensed financial statements

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
								From
								Inception on
								September 8,
				For the Six Months Ended				1999 Through
				June 30,				June 30,
				2012		2011		2012
OPERATING ACTIVITIES
	Net loss			$	(231,870)	$	(12,770)	$	(353,259)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Expenses paid on the Company's behalf
		by a related party			54,252		4,555		113,842
		Common stock issued for services			100,000		-		100,000
		Services contributed by shareholders			3,000		3,000		34,700
	Changes in operating assets and liabilities:
		Change in accrued interest			2,972		2,735		20,162
		Change in accounts payable			71,646		2,480		84,055
			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 condensed financial statements.

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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, 2012, 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, 2011 audited financial statements.  The results of operations for the periods ended June 30, 2012 and 2011 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.

5

         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 payable related parties. The notes bear interest at 10 percent, are unsecured and are due and payable upon demand. The balance of this payable totaled $113,842 and $59,590 at June 30, 2012 and December 31, 2011, respectively.  The balance in interest accrued on the note totaled $20,162 and $17,190 as at June 30, 2012 and December 31, 2011, respectively.

During the six months ended June 30, 2012, the Company issued 10,000,000 shares of its common stock to a Company officer for patents and services. The patents were valued at $0 and the services were valued at $50,000 and have been recorded in equity.

During the six months ended June 30, 2012, Company shareholders performed services valued at $3,000 which have been recorded as a contribution to capital. During the same period, the Company authorized the issuance of 10,000,000 shares of its common stock for services valued at $50,000.

NOTE 5 – COMMON STOCK

On March 6, 2012 the Company effected a forward stock split of its issued and outstanding shares of common stock on a 7.75 shares for one share basis.  Prior to the forward stock split, the Company had 1.5 million shares of common stock issued and outstanding, which increased to 11,625,000 following the split.

         NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

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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.

Recent Events

On January 15, 2012 Eastgate Acquisitions Corporation (“Eastgate” or the ”Company”) announced that it had entered into a Patent Acquisition Agreement (“Acquisition Agreement”) to acquire certain products, formulas, processes, proprietary technology and/or patents and patent applications related to pharmaceutical, nutraceutical, food supplements and consumer health products (collectively referred to as the “Acquired Products”).  The Acquisition Agreement was finalized and closed on May 22, 2012.

In exchange for the Acquired Products and technology, Eastgate issued at the closing to the seller, Anna Gluskin and/or her assigns, 10 million shares of Eastgate’s authorized, but previously unissued common stock, post-split as discussed below.  The closing of the Acquisition Agreement was initially contingent upon realizing financing of $300,000, which was subsequently reduced to $50,000.

In addition to the 10 million shares of common stock issued to the seller, the Acquisition Agreement provides that Eastgate issue 10 million shares of common stock to certain individuals in consideration for services rendered for and monies advanced to Eastgate. Those shares were issued to TGT Investment Management Inc.  Further, we have named three new directors to the board of directors.  We also anticipate that we will eventually change our corporate name to reflect the development and commercialization of the Acquired Products and our new business endeavors.

The Acquisition Agreement contains the typical representations and warranties of the parties. As a result of the closing, the seller will file with the U.S. Patent and Trademark Office and any foreign patent office that is relevant to the Acquired Products, and any other necessary parties and/or agencies, all documents and appropriate assignments to transfer and assign the Acquired Products and all proprietary rights and technology related thereto, to Eastgate. Accordingly, Eastgate will own all rights, title and interests in the Acquired Products, free and clear of all liens, mortgages, pledges, security interests or other encumbrances.  

In anticipation of the closing, on March 6, 2012 we effected a forward stock split of Eastgate’s issued and outstanding shares of common stock on a 7.75 shares for one share basis. Prior to the forward stock split, we had 1.5 million shares of common stock issued and outstanding, which increased to 11,625,000 shares following the split.  All further references herein to our outstanding common stock will be on a post-split basis.

The Company intends to request a market maker to apply to have our common stock quoted on the Over-The-Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”). There can be no assurance that the market maker will be successful in such application or that our shares will qualify for trading on the OTCBB or any other trading medium.

As a result of the acquisition of Acquired Products, we have become engaged in developing, formulating and ultimately commercializing innovative pharmaceutical, nutraceutical, food supplements and consumer health products. We intend to apply novel technologies for improvement of efficacy of the Acquired Products, based on natural or well-established compounds.  It is our intention to complete formulation of the Acquired Products and to ultimately market the commercialized products and compounds.

7

Results of Operations

During the three month period ended June 30, 2012 (“second quarter”), we incurred a net loss of $224,633, a $219,122 increase compared to a $5,511 loss during the comparable second quarter of 2011.  The increased loss for the first quarter of 2012 is attributed to the increase in general and administrative expenses from $4,115 for the first quarter of 2011 period to $111,689 for the 2012 second quarter.  The increase in general and administrative expenses during the first half of 2012 was primarily due to the development of pharmaceutical operations.  Also, interest expense of $1,485 for the second quarter of 2012 increased from $1,396 for the second quarter of 2011.

We have not recorded any revenues since inception.  During the six month period ended June 30, 2012 (“first half”), we incurred a net loss of $230,870, a $218,100 increase compared to a $12,770 loss during the comparable first half of 2011.  The increased loss for the second half of 2012 is attributed to the increase in general and administrative expenses from $10,035 for the second half of 2011 period to $117,439 for the 2012 first half.  The increase in general and administrative expenses during the first quarter of 2012 was primarily due to the development of pharmaceutical operations.  Also, interest expense of $2,972 for the second half of 2012 increased from $2,735 for the first half of 2011, attributed to an increase in loans from stockholders during the quarter.

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 half of 2012, a principal stockholder paid our ongoing expenses.  At June 30, 2012 we had a note payable - related parties of $113,842, compared to $59,590 at December 31, 2011.  The increase represents expenses paid by a related party in connection with the patent of products during the first six months of 2012.  Accrued interest – related party at June 30, 2012 was $20,162 compared to $17,190 at December 31, 2011, which reflects the added interest on the payable – related parties.  Accounts payable increased from $12,408 at December 31, 2011 to $84,054 at June 30, 2012, reflecting an increase in unpaid expenses related to patent of products.

At June 30, 2012, we had a stockholders’ deficit of $218,058 compared to a stockholders' deficit of $89,188 at December 31, 2011.  The increase in stockholders' deficit is primarily attributed to ongoing general and administrative expenses, principally legal and accounting costs.

Plan of Operation

Following the closing of the Acquisition Agreement we have become engaged in the development and ultimate formulation of other novel formulations of natural compounds and OTC products that have limitations in effective use for human consumption.  We believe our self-emulsifying drug delivery technology can improve the efficacy of existing products and formulations based on natural or well-established compounds and known biologically active compounds. We intend to conduct our research and development through collaborative programs. We anticipate relying on arrangements with third party drug developers such as contract research organizations and clinical research sites for a significant portion of our product development efforts.

The Acquisition Agreement enabled us to acquire certain products, formulas, processes, proprietary technology and/or patents and patent applications related to pharmaceutical, nutraceutical, food supplements and consumer health products. We have not formulated any final products or received receive approvals from any regulatory agencies or generated any revenues from product sales. We have not been profitable since our inception through the current date.

We expect to incur significant operating losses for the next several years and until we are able to formulate a commercially viable product.  We also expect to continue to incur significant operating and

8

capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:

●

Continue to undertake formulation of novel products and subsequent preclinical and clinical trials for our product candidates;

●

Seek regulatory approvals for our product candidates;

●

Develop, formulate, manufacture and commercialize our products;

●

Implement additional internal systems and develop new infrastructure;

●

Acquire or in-license additional products or technologies, or expand the use of our technology;

●

Maintain, defend and expand the scope of our intellectual property; and

●

Hire qualified personnel.

Future product revenue will depend on our ability to develops, receive regulatory approvals for, and successfully market, our product candidates. In the event that our development efforts result in regulatory approval and successful commercialization of our product candidates, we will generate revenue from direct sales of our products and/or, if we license our products to future collaborators, from the receipt of license fees and royalties from licensed products.

Management estimates that our research and development expenses for the next 12 months will be approximately $4 million, primarily for research and pilot studies.  We also estimate that other expenses, including personnel, general and administrative and miscellaneous expenses could be as much as $1 million during the same time period.  Because we currently have no revenues, most likely the only source of funding these expenses will be through the private sale of our securities, either equity or debt.  We are currently exploring possible funding sources, but we have not entered into any arrangements or agreements for funding as of this time.  If we are unable to raise the necessary funding, our research and development plans will be delayed indefinitely.  There can be no assurance that we will be able to raise the funds necessary to carry out our business plan on terms favorable to the company, or at all.

Forward-Looking and Cautionary Statements

Statements contained in this current report which are not historical facts, may be considered “forward-looking statements,” which term is defined by the Private Securities Litigation Reform Act of 1995.  Any “safe harbor under this Act does not apply to a “penny stock” issuer, which definition would include the Company. Forward-looking statements are based on current expectations and the current economic environment.  We caution readers that such forward-looking statements are not guarantees of future performance.  Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements.

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.  

9

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.

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, 2012, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

.

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 2012. 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 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

10

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.

Mine Safety Disclosures

This Item is not applicable.

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.

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.

Exhibit 101*

Interactive Data File

*

In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

11

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 20, 2012

By: /S/   ANNA GLUSKIN

Anna Gluskin

President, C.E.O. and Director

(Principal Accounting Officer)

12