Eastgate Biotech 10Q 2014 Q1 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 March 31, 2014

[ ]

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 May 15, 2014

Common Stock, $0.00001 par value

43,319,628

TABLE OF CONTENTS

Heading

Page

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at March 31, 2014, related unaudited statements of operations and cash flows for the three months ended March 31, 2014 and 2013 and the period from September 8, 1999 (date of inception) to March 31, 2014, 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, 2013 audited financial statements. Operating results for the period ended March 31, 2014, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014 or any other subsequent period.


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Consolidated Balance Sheets

ASSETS

			March 31,		December 31,
			2014		2013
			(Unaudited)

CURRENT ASSETS

	Cash		$	783,956	$	458

		Total Current Assets		783,956		458

OTHER ASSETS
	Property & Equipment ,net			67,006		71,297
	Sales tax receivable			14,802		-

		Total Long Term Assets		81,808		71,297

		TOTAL ASSETS	$	865,764	$	71,755

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

	Accounts payable		$	257,988	$	421,439
	Accrued liabilities related party			205,180		960,000
	Capital lease obligation			14,105		24,380
	Accrued interest - related parties			96,506		95,004
	Notes payable - related parties			959,265		898,109

		Total Current Liabilities		1,533,044		2,398,932

STOCKHOLDERS' DEFICIT

	Common stock;100,000,000 shares authorized,
	at $0.00001 par value, 43,319,628 and 31,625,000
	shares issued and outstanding at March 31, 2014
	and December 31, 2013, respectively			433		316
	Additional paid-in capital			2,795,924		134,884
	Subscription payable			-		2,000
	Accumulated other comprehensive income			5,102		147
	Deficit accumulated during the development stage			(3,468,739)		(2,464,524)

		Total Stockholders' Deficit		(667,280)		(2,327,177)

		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT	$	865,764	$	71,755

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


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
							From
							Inception on
							September 8,
			For the Three Months Ended				1999 Through
			March 31,				March 31,
			2014		2013		2014
REVENUES			$	-	$	-	$	-

OPERATING EXPENSES
	Professional fees			49,906.00		3,586.00		219,304.00
	Research and development			117,697.00		37,995.00		355,211.00
	General and administrative			809,538.00		113,689.00		2,743,149.00
	Marketing and selling			4,960.00		-		30,514.00
		Total Operating Expenses		982,101.00		155,270.00		3,348,178.00

LOSS FROM OPERATIONS				(982,101.00)		(155,270.00)		(3,348,178.00)

OTHER EXPENSE
	Interest expense			(22,114.00)		(11,222.00)		(120,561.00)
		Total Other Expense		(22,114.00)		(11,222.00)		(120,561.00)

LOSS BEFORE INCOME TAXES				(1,004,215.00)		(166,492.00)		(3,468,739.00)
PROVISION FOR INCOME TAXES				-		-		-

NET LOSS			$	(1,004,215.00)	$	(166,492.00)	$	(3,468,739.00)

BASIC LOSS PER SHARE			$	(0.03)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING				33,416,788.00		31,625,000.00

COMPREHENSIVE LOSS
	A summary of the components of other comprehensive
	loss for the periods ended is as follows:
Net Loss			$	(1,004,215.00)	$	(166,492.00)	$	(3,468,739.00)

Foreign currency translation adjustment				4,955.00		-		5,102.00

Total Comprehensive Loss			$	(999,260.00)	$	(166,492.00)	$	(3,463,637.00)

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


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
									September 8,
				For the Three Months Ended					1999 Through
				March 31,					March 31,
				2014			2013		2014
OPERATING ACTIVITIES
	Net loss			$	(1,004,215)		$	(166,492)	$	(3,468,739)
	Adjustments to reconcile net loss to net cash
	used in operating activities:
		Expenses paid on the Company's behalf
		by a related party			4,938			33,229		485,625
		Common stock issued for services			268,250			-		318,250
		Depreciation			4,291			3,971		18,810
		Services contributed by shareholders			-			-		34,700
	Changes in operating assets and liabilities:
		Accrued interest			1,502			10,250		96,506
		Prepaid asset			-			-		-
		Accounts payable			(83,044)			44,271		338,395
		Accrued liabilities related party			410,180			-		1,370,180
		Sales tax recoverable			(14,802)			-		(14,802)
			Net cash used in Operating Activities		(412,900)			(74,771)		(821,075)

INVESTING ACTIVITIES
		Purchase of property and equipment			-			(4,648)		(22,273)
			Net Cash Used in Investing Activities		-			(4,648)		(22,273)

FINANCING ACTIVITIES
		Payments on capital lease obligation			(10,275)			(9,708)		(49,438)
		Proceeds from notes payable to related parties			65,808			-		533,230
		Payments on notes payable related parties			(9,590)			-		(9,590)
		Common stock issued for cash			1,145,500			-		1,146,000
			Net Cash Provided (used in) by Financing Activities		1,191,443			(9,708)		1,620,202

		NET INCREASE (DECREASE) IN CASH			778,543			(89,127)		778,854
		Effect of foreign currency translation adjustments			4,955			-		5,102

		CASH AT BEGINNING OF PERIOD			458			100,000		-

		CASH AT END OF PERIOD		$	783,956		$	10,873	$	783,956

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$		20,087	$	973	$	4,952
		Income Taxes		$		-	$	-	$	-

	NON CASH FINANCING ACTIVITIES:
		Capital contribution by officer - payment of
		related party payable on behalf of company		$		-	$	-	$	50,000
		Property & equipment purchased under
			capital lease obligation	$		-	$	63,543	$	63,543
		Common stock issued to pay liabilities		$		1,245,407	$	-	$	1,245,407
		Common stock issued – subscription payable		$		2,000	$	-	$	2,000

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

EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

March 31, 2014 and December 31, 2013

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Eastgate Acquisitions Corporation 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, 2014, 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, 2013 audited financial statements. The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $3,468,739 as of March 31, 2014. 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, raising substantial doubt about its ability to continue as a going concern.

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.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Eastgate Acquisitions Corporation and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

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.

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.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Research and Development Costs

The Company expenses research and development costs to operations as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including employee-related expenses; laboratory supplies and other direct expenses; third-party contractual costs relating to nonclinical studies and related contract manufacturing expenses, development of manufacturing processes and regulatory registration.

Foreign Currency Translation

Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Income statement accounts are translated at a weighted average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from local currency to U.S. currency are recorded in the other comprehensive loss component of stockholders’ equity.

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

Notes payable – related parties

The Company has recorded loans from shareholders, amounts due to shareholders for expenses paid on its behalf by shareholders as Notes payable - related parties on the balance sheet. The amounts comprising Notes payable – related parties bear interest ranging from 5 percent per annum to 10 percent per annum, are unsecured and are due and payable upon demand.

During the three months ended March 31, 2014 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have paid for expenses on behalf of the Company of $4,938 and advanced cash to the Company of $65,808 and repaid $9,590. During the year ended December 2013 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have paid for expenses on behalf of the Company of $81,584 and advanced cash to the Company of $367,422. As of March 31, 2014 and December 31, 2013, the Company owed $96,506 and $95,004 of accrued interest to related parties, respectively, resulting from interest expense of $21,589 and $59,848, respectively.

NOTE 5 –SALES TAX RECEIVABLE

The Company recovers sales tax paid, for which returns are filed on annual basis. At March 31, 2014, $14,802 was claimed as recoverable compared to the December 31, 2013 balance of $0. Sales tax recoverable is a result of sales tax paid on eligible expenses.

NOTE 6 – STOCKHOLDERS’ EQUITY

During the quarter ended March 31, 2014 the Company has sold 4,640,000 Units consisting of one share of common stock and a warrant to purchase 0.75 of share for cash pursuant to private placement agreement at the price of $0.25 per share. As a result of this transaction, the Company issued 4,640,000 shares of common stock and 3,480,000 warrants to purchase our common stock for five years at $0.25 per share. The Company issued 1,000,000 shares and paid $110,000 in cash in a finder’s fee in connection with this transaction.

During the quarter ended March 31, 2014 the Company has issued 4,660,000 Units consisting of one share of common stock and a warrant to purchase 0.75 of share for in satisfaction of accrued liabilities at the price of $0.25 per share. As a result of this transaction, the Company issued 4,660,000 shares of common stock and 3,495,000 warrants to purchase our common stock for five years at $0.25 per share. The Units were issued on the same terms as the Units issued in connection with the private placement transaction.

The assumptions used to estimate the fair value of the warrants using the Black-Scholes pricing model were as follows:


Issue Date	March 21, 2014
Expected volatility	208.65 %
Expected term	2.5 years
Risk-free interest rate	1.73 %
Expected dividend yield	$0

As of March 31, 2014, the Company had 6,975,000 warrants to purchase common stock. All outstanding warrants have a weighted average price of $0.25 per share and have a weighted average remaining life of 5 years.

The following table summarizes warrants that are issued, outstanding and exercisable


		Warrants Issued & Outstanding
Exercise	Expiration	March 31	December 31
Price	Date	2014	2013

$0.25	March 14, 2019	3,495,000	-
$0.25	March 21, 2019	3,480,000	-

		6,975,000	-

During the quarter ended March 31, 2014 the Company issued a total of 1,073,000 shares of common stock to employees and consultants for services rendered at the price of $0.25 per share.

During the quarter ended March 31, 2014 the Company issued 321,628 shares of common stock to vendors in satisfaction of accounts payable and accrued liabilities at the price of $0.25 per share.

NOTE 7– 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.

Item 2.

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

Results of Operations

The following selected comparative financial information has been derived from and should be read in conjunction with the company’s financial statements for the years ended December 31, 2013 and 2012 and for the three months ended March 31, 2014.


		Three Months Ended		Three Months Ended
		March 31, 2014		March 31, 2013
Revenues	$	-	$	-

Operating expenses
Professional fees		49,906		3,586
Research and development		117,697		37,995
General and administrative		809,538		113,689
Marketing and selling		4,960		-
Total operating expenses		982,101		155,270

Loss from operations		(982,101)		(155,270)
Interest expense		22,114		11,222

Net loss	$	(1,004,215)	$	(166,492)

		March 31		December 31
		2014		2013
Total assets	$	865,764	$	71,755
Working capital (deficit)	$	(749,088)	$	(2,398,474)

Results of Operations

We have not recorded any revenues since inception. During the three months ended March 31, 2014, our net loss was $1,004,215 compared to a net loss of $166,492 for the three months ended March 31, 2013. The increased loss for 2013 of $837,723 was due to the fact the company was more active in the quarter ended March 31 2014. Also in the comparative first quarter ended March 31, 2013 the company did not accrue compensation to management whereas in the quarter ended March 31, 2014 the company accrued $419,000. In addition the company paid $268,250 in common stock for services to consultants, whereas in the comparative quarter ended March 31, 2013 the company did not issue any stock for services.

Sales

We have not recorded any revenues since inception. The company expects to have sales later in 2014 as a result of the intellectual property acquired in 2012 and the further development and marketing of the new products.

Operating Expenses

Professional fees

During first quarter ended March 31, 2014, professional fees expenses were $49,906, an increase of $46,320 from the first quarter of 2013 professional fees expense of $3,586. The increase was a result of the successful financing activities in the first quarter ended March 31, 2014.

Research and development

Research and development costs consist of fees paid to consultants for laboratory evaluation of product chemistry and formulation as well as tests and studies to assess the efficacy and potential safety of our products. Also included in research and development are laboratory consumables.

During the first quarter ended March 31, 2014, research and development expenses of $117,697 increased by $79,702 from $37,995 for the first quarter of 2013. The increase was a result of the company’s increased focus on development work to complete the product line.

General and administrative

During the first quarter of 2014, we incurred general and administrative expenses of $809,538, an increase of $695,849 from $113,689 for the first quarter of 2013. In the comparative first quarter ended March 31, 2013 the company did not accrue compensation to management whereas in the quarter ended March 31, 2014 the company accrued $419,000. In addition the company paid $268,250 in common stock for services to consultants, whereas in the comparative quarter ended March 31, 2013 the company did not issue any stock for services.

Interest expense

Interest expense of $22,114 for the first quarter ended March 31, 2014 an increase of $10,892 from $11,222 for the first quarter of 2013. The increase is attributed to an increase in loans from stockholders during the period. During all of the year ended December 31, 2013 the company relied on advances from related party to finance its operations.

Liquidity and Capital Resources

At March 31, 2014 we had a working capital deficit of $749,088, which is a decrease of $1,649,386 from the December 31, 2013 deficit balance of $2,398,474. The decrease in the deficit is a result of the equity raise of $1,145,500 combined with the conversion of $1,245,407 of accounts payable and accrued liabilities related party to equity as well as the fact the company paid $268,250 for services during the first quarter ended March 31, 2013 with the company’s common stock. Offset by the above is the loss for the quarter ended March 31, 2014 of $1,004,215.

During the year ended December 31, 2013, ongoing expenses were paid by principal stockholders and through increased accounts payable. During the first quarter ended March 31, 2014 the stockholders contributed $65,808 in cash, repaid $9,590 and paid expenses directly on behalf of the company of $4,938. During this quarter the company also repaid $9,590 an equity raise with proceeds of $1,145,500. At March 31, 2014 and December 31, 2013, we had cash on hand of $783,956 and $458, respectively. At March 31, 2014 we had notes payable - related party of $959,265, compared to $898,109 at December 31, 2013. The increase represents additional contributions from stockholders during the first three months of 2014. Accrued interest – related party at March 31, 2014 was $96,506 compared to $95,004 at December 31, 2013, which increase reflects the added interest on the payable – related party, less $20,087 of accrued interest paid during the quarter. Accounts payable decreased from $421,439 at December 31, 2013, to $257,988 at March 31, 2014, primarily a result of the $80,407 of accounts payable that accepted the company’s common stock in exchange for the accounts payable obligation.

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.

At March 31, 2014, we had a stockholders’ deficit of $667,280 compared to a stockholders' deficit of $2,327,177 at December 31, 2013. The decrease in stockholders' deficit is primarily attributed to the equity raise combined with the conversion of accounts payable and accrued liabilities related party to equity.

As of May 7, 2014, we had cash on hand of $692,000. We believe that our available cash combined with continued advances from related party will be sufficient to carry on general corporate functions for the next six months, although we will need to limit cash outlays for research and product development until we can secure additional funds. We are presently investigating possible funding opportunities to arrange for additional funds, although we do not have any definitive agreement or arrangement for such funds. We expect that additional funding to proceed with development of the Acquired Products will most likely be from the sale of securities or from stockholder loans. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned development program. We estimate that cash requirements for the next twelve months will be approximately $5,000,000. In the past year, we have relied on advances from related parties for financing our operations. We continue to explore potential funding opportunities, which may be in the form of debt or the sale of equity securities. In the event we are unsuccessful in arranging for outside funding, we will most likely continue to rely on related parties to provide funding, although there are no firm commitments or agreements with any related party to provide funds in the future.

Net Operating Loss

We have accumulated a net operating loss carryforward of approximately $2,322,844 as of December 31, 2013. This loss carry forward may be offset against future taxable income through the year 2032. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2013 or the three month period ended March 31, 2014 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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 pharmaceutical 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 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 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 $3.0 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 $2.0 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 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.

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 chief financial 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 chief financial 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 chief executive officer and chief financial officer, concluded that, as of March 31, 2013, 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 2014. Based on its evaluation, management, including the chief executive officer and chief financial officer, has concluded that there has been no change in our internal control over financial reporting during the first quarter of 2014 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

In the fiscal quarter ended March 31, 2014, we sold, or have entered into commitments to issue, common stock and other securities in transactions in reliance upon exemptions from the registration requirements of the Securities Act.

We have issued or committed to issue shares of our common stock to Axiom Financial Inc., a consultant, pursuant to an agreement to provide us with investor relations services through July 31, 2014. During the three months ended March 31, 2014, we issued 100,000 shares of common stock to Axiom Financial Inc. pursuant to the consulting agreement. The sale of such shares was exempt from registration under the Securities Act in reliance upon Section 4(2) thereof. We believe that Axiom Financial Inc is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The certificates issued for the shares of common stock included a legend to indicate that they are restricted. The sales of such securities did not involve the use of underwriters, and no commissions were paid in connection therewith.

We have issued or committed to issue shares of our common stock to Wakabayashi Funs LLC a consultant, pursuant to an agreement to provide us with capital consultant through July 31, 2014. During the three months ended March 31, 2014, we issued 300,000 shares of common stock to Wakabayashi Funs LLC, pursuant to the consulting agreement. The sale of such shares was exempt from registration under the Securities Act in reliance upon Section 4(2) thereof. We believe that Wakabayashi Funs LLC is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The certificates issued for the shares of common stock included a legend to indicate that they are restricted. The sales of such securities did not involve the use of underwriters, and no commissions were paid in connection therewith.

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

Exhibit 31.2

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

Exhibit 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.

Exhibit 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.

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.

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: May 15, 2014

By: /S/ ANNA GLUSKIN

Anna Gluskin

Chief Executive Officer

(Principal Executive Officer)

Date: May 15, 2014

By: /S/ BRIAN LUKIAN

Brian Lukian

Chief Financial Officer

(Principal Accounting Officer)

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Eastgate Biotech (ETBI) Inactive 10-Q2014 Q1 Quarterly report

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