Eastgate Biotech (ETBI) 10-K/A 2011 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)

   [ X ]

Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 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

incorporation or organization)

Identification No.)

2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:   (801) 322-3401

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]   No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes [   ]   No [ X ]

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 1934during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      [   ]

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]

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2011, the last business day of the registrant’s most recently completed second quarter, was $-0-.  Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2011 have been excluded in that such persons may be deemed to be affiliates of the registrant.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of April 9, 2012 was 11,625,000.

1

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A for Eastgate Acquisitions Corporation amends the Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on April 11, 1012.  This Amendment No. 1 is being filed solely to include the revised Report of Independent Registered Public Accounting Firm for the December 31, 2011financial statements of Sadler, Gibb & Associates, L.L.C., to encompass the cumulative period from inception through December 31, 2011.

PART  IV

Item 15.

Exhibits, Financial Statement Schedules

(a)

Exhibits

Exhibit No.

          Exhibit Name          

 3.1*

Certificate of Incorporation

 3.2*

By-Laws

 4.1*

Instrument defining rights of stockholders (See Exhibit No. 3.1, Certificate of Incorporation)

10.1**

Patent Acquisition Agreement

31.1  

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1  

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

________________

*

Previously filed as an Exhibit to the Form 10-SB filed November 2, 2007.

**

Previously filed as an Exhibit to Form 8-K filed on February 7, 2012

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Eastgate Acquisitions Corporation

We have audited the accompanying balance sheets of Eastgate Acquisitions Corporation, as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the cumulative period from September 8, 1999 (date of inception) through December 31, 2011.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.    

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

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Eastgate Acquisitions Corporation, as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the cumulative period from September 8, 1999 (date of inception) through December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had net losses of $29,920 and $24,354 for the years ended December 31, 2011 and 2010, respectively, and accumulated losses of $121,388 as of December 31, 2011, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 10, 2012   

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EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
				December 31,			December 31,
				2011			2010
CURRENT ASSETS
	Cash			$	-			$	-
		Total Current Assets			-				-
		TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable			$	12,408			$	1,020
	Accrued interest - related party				17,190				11,213
	Note payable - related party				59,590				53,035
		Total Current Liabilities			89,188				65,268
STOCKHOLDERS' DEFICIT
	Common stock; 20,000,000 shares authorized,
	at $0.00001 par value, 11,625,000 shares issued
	and outstanding				116				116
	Additional paid-in capital				32,084				26,084
			Deficit accumulated during the development stage			(121,388)				(91,468)
		Total Stockholders' Deficit			(89,188)				(65,268)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT		$	-			$	-
The accompanying notes are an integral part of these financial statements.

4

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Operations
							From
							Inception on
							September 8,
			For the Years Ended				1999 Through
			December 31,				December 31,
			2011		2010		2011
REVENUES			$	-	$	-	$	-
OPERATING EXPENSES
	General and
	administrative			23,943		18,920		104,198
		Total Operating Expenses		23,943		18,920		104,198
LOSS FROM OPERATIONS				(23,943)		(18,920)		(104,198)
OTHER EXPENSES
	Interest expense			(5,977)		(5,434)		(17,190)
		Total Other Expenses		(5,977)		(5,434)		(17,190)
LOSS BEFORE INCOME TAXES				(29,920)		(24,354)		(121,388)
PROVISION FOR INCOME TAXES				-		-		-
NET LOSS			$	(29,920)	$	(24,354)	$	(121,388)
BASIC AND DILUTED LOSS PER SHARE			$	(0.00)	$	(0.00)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING				11,625,000		11,625,000
The accompanying notes are an integral part of these financial statements

5

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Stockholders' 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 $0.00001 per share	11,625,000		116		384		-		500
Net loss from inception on September 8, 1999
through December 31, 1999	-		-		-		-		-
Balance, December 31, 1999	11,625,000		116		384		-		500
Net loss for the period from
January 1, 2000 through
December 31, 2004	-		-		-		(3,320)		(3,320)
Balance, December 31, 2004	11,625,000		116		384		(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	11,625,000		116		884		(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	11,625,000		116		2,584		(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	11,625,000		116		8,084		(19,156)		(10,956)
Services contributed by shareholders	-		-		6,000		-		6,000
Net loss for the year ended
December 31, 2008	-		-		-		(24,309)		(24,309)
Balance, December 31, 2008	11,625,000		116		14,084		(43,465)		(29,265)
Services contributed by shareholders	-		-		6,000		-		6,000
Net loss for the year ended
December 31, 2009	-		-		-		(23,649)		(23,649)
Balance, December 31, 2009	11,625,000		116		20,084		(67,114)		(46,914)
Services contributed by shareholders	-		-		6,000		-		6,000
Net loss for the year ended
December 31, 2010	-		-		-		(24,354)		(24,354)
Balance, December 31, 2010	11,625,000	$	116	$	26,084	$	(91,468)	$	(65,268)
Services contributed by shareholders	-		-		6,000		-		6,000
Net loss for the year ended
December 31, 2011	-		-		-		(29,920)		(29,920)
Balance, December 31, 2011	11,625,000	$	116	$	32,084	$	(121,388)	$	(89,188)
The accompanying notes are an integral part of these financial statements.

7

EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Cash Flows
									From
									Inception on
								September 8,
				For the Years Ended				1999 Through
				December 31,				December 31,
				2011		2010		2011
OPERATING ACTIVITIES
	Net loss			$	(29,920)	$	(24,354)	$		(121,388)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Expenses paid on the Company's behalf
		by a related party			6,555		14,900			59,590
		Services contributed by shareholders			6,000		6,000			31,700
	Changes in operating assets and liabilities:
		Accrued interest - related party			5,977		5,434			17,190
		Accounts payable			11,388		(1,980)			12,408
			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.

8

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Eastgate Acquisitions Corporation (The Company) was organized on September 8, 1999, under the laws of the State of Delaware. The Company is a development stage company and has not commenced principle operations as of the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2011 and 2010.

	For the Year Ended December 31, 2011			For the Year Ended December 31, 2010
Loss (numerator)	$	(29,920	)	$	(24,354	)
Shares (denominator)		11,625,000			11,625,000
Per share amount	$	(0.00	)	$	(0.00	)

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Comprehensive Income

The Company has no component of other comprehensive income. Accordingly, net income equals comprehensive income for the period ended December 31, 2011 and 2010.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2011 and 2010.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net the loss before provision for income taxes for the following reasons:

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	December 31, 2011			December 31, 2010
Income tax expense at statutory rate	$	(11,668	)	$	(9,498	)
Contributed services		2,340			2,340
Valuation allowance		9,328			7,158
Income tax expense per books	$	-		$	-

Net deferred tax assets consist of the following components as of:

	December 31, 2011			December 31, 2010
NOL carryover	$	37,530		$	28,202
Valuation allowance		(37,530	)		(28,202	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $54,312 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Stock-Based Compensation.

As of December 31, 2011, the Company has not issued any share-based payments to its employees.

The Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had nor is not expected to have a material impact on the Company’s financial position or statements.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $121,072 as of December 31, 2011.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that 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, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

10

 NOTE 3 -NOTE PAYABLE-RELATED PARTY

Through December 31, 2009, the Company had a note payable to a shareholder of $38,135 for various services provided and expenses paid by a shareholder on behalf of the Company. During 2011 and 2010, the same shareholder paid for additional expenses of $6,555 and $14,990, respectively, which have been accrued in note payable to related party at December 31, 2011 and 2010. The note payable is unsecured, accrues interest at 10% per annum and is due upon demand. As of December 31, 2011 and 2010, the Company owes $17,190 and $11,213 of accrued interest to the related party, respectively.

NOTE 4 -CONTRIBUTED SERVICES

During the years ended December 31, 2011 and 2010, a related-party has contributed various administrative services to the Company. These services include basic management and accounting services, and utilization of office space and equipment. These services have been valued at $6,000 for each of the years ended December 31, 2011 and 2010.

NOTE 5 -SUBSEQUENT EVENTS

On March 19, 2012, the Company effected a forward stock split of all issued and outstanding common stock on a seven and three-quarters (7.75) shares for one (1) basis. The Company’s stock was increased from 1.5 million shares of common stock issued and outstanding to approximately 11.625 million shares following the split. In accordance with ASC 505, the effect of the forward stock split has been retroactively applied to these financial statements.

On January 15, 2012, the Company entered into a Patent 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. In exchange for the acquired products and technology, the Company has agreed to issue at the closing to the seller 10 million shares of the Company’s authorized, but previously unissued common stock, post-split as discussed below.  The closing of the agreement is contingent upon realizing initial financing of $50,000.  The Company has not entered into any agreement or arrangement to secure the aforementioned funding and there can be no assurance that the Company will be able to raise the funds.

11

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

 By:     /S/   ANNA GLUSKIN                         

                Anna Gluskin

Chief Executive Officer

(Principal Executive Officer

Dated:   March 26, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

                 Title

      Date

/S/    ANNA GLUSKIN

Chief Executive Officer and Director

March 26, 2013

Anna Gluskin

(Principal Executive Officer)

/S/    MIRJANA HASANAGIC        

President and Director

March 26, 2013

Mirjana Hasanagic

/S/    BRIAN LUKIAN                     

Chief Financial Officer and Director

March 26, 2013

Brian Lukian

(Principal Accounting Officer)

/S/    GEOFF WILLIAMS

Director

March 26, 2013

Geoff Williams

/S/    NANCY AH CHONG            

Secretary and Director

March 26, 2013

Nancy Ah Chong

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