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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, 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  [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 15, 2012


Common Stock, $0.00001 par value

       1,500,000





1



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

14


Item 1A.

Risk Factors

14


Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

14


Item 3.

Defaults Upon Senior Securities

14


Item 4.

Mine Safety Disclosures

14


Item 5.

Other Information

14


Item 6.

Exhibits

14


Signatures

15






2



PART  I   —   FINANCIAL INFORMATION


Item 1.

Financial Statements


The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at March 31, 2012, related unaudited statements of operations, statements of stockholders’ equity (deficit) and cash flows for the three months ended March 31, 2012 and 2011 and the period from September 8, 1999 (date of inception) to March 31, 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 March 31, 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.






3






EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

2012

 

2011

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

                 -

 

$

                 -

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

                 -

 

 

                 -

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

                 -

 

$

                 -

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

        15,658

 

$

        12,408

 

Accrued interest - related party

 

        18,677

 

 

        17,190

 

Note payable - related party

 

60,590

 

 

59,590

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

        94,925

 

 

89,188

 

 

 

 

 

 

 

 

 

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

 

33,584

 

 

32,084

 

Deficit accumulated during the development stage

 

(128,625)

 

 

(121,388)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(94,925)

 

 

(89,188)

 

 

 

 

 

 

 

 

 

 

 

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

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

 

 

 

 

September 8,

 

 

 

 

For the Three Months Ended

 

1999 Through

 

 

 

 

March 31,

 

March 31,

 

 

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

                 -

 

$

                 -

 

$

                 -

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and  

 

 

 

 

 

 

 

 

 

 

  administrative

 

 

          5,750

 

 

          5,920

 

 

      109,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

          5,750

 

 

          5,920

 

 

      109,948

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

         (5,750)

 

 

         (5,920)

 

 

     (109,948)

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

         (1,487)

 

 

         (1,339)

 

 

       (18,677)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Expenses

 

 

         (1,487)

 

 

         (1,339)

 

 

       (18,677)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

         (7,237)

 

 

         (7,259)

 

 

(128,625)

PROVISION FOR INCOME TAXES

 

 

                 -

 

 

                 -

 

 

                 -

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

         (7,237)

 

$

         (7,259)

 

$

     (128,625)

 

 

 

 

 

 

 

 

 

 

 

 

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 Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

 

September 8,

 

 

 

 

 

For the Three Months Ended

 

1999 Through

 

 

 

 

 

March 31,

 

March 31,

 

 

 

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

         (7,237)

 

$

         (7,259)

 

$

    (128,625)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

  used by operating activities:

 

 

 

 

 

 

 

 

 

 

Expenses paid on the Company's behalf

 

 

 

 

 

 

 

 

 

 

  by a related party

 

          1,000

 

 

          1,020

 

 

        60,590

 

 

Services contributed by shareholders

 

          1,500

 

 

          1,500

 

 

        33,200

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accrued interest - related party

 

          1,487

 

 

          1,339

 

 

        18,677

 

 

Accounts payable

 

          3,250

 

 

          3,400

 

 

        15,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.



6



EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

March 31, 2012 and December 31, 2011



NOTE 1 - CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 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 March 31, 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.





7



EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

March 31, 2012 and December 31, 2011



         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 - NOTES PAYABLE RELATED PARTY


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 $60,590 and $59,590 at March 31, 2012 and December 31, 2011, respectively.  The balance in interest accrued on the note totaled $18,677 and $17,190 as at March 31, 2012 and December 31, 2011, respectively.


During the three months ended March 31, 2012, Company shareholders performed services valued at $1,500 which have been recorded as a contribution to capital.


         NOTE 5 – SIGNIFICANT EVENTS


The Company on January 15, 2012 it 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 (collectively referred to as the “Products”).  In exchange for the acquired products and technology, the Company has agreed to issue at the closing to the seller, Anna Gluskin and/or her assigns, 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 $300,000.  The Company has not entered into any agreement or arrangement to secure the aforementioned funding and there can be no assurance that we will be able to raise the funds.


At the closing of the agreement, the seller will assign to the Company all rights, title and interests in the Products, free and clear of all liens, mortgages, pledges, security interests or other encumbrances.  Also as a condition to the closing, the seller will cause to be filed with the U.S. Patent and Trademark Office and any foreign patent office that is relevant to the Products, all documents and appropriate assignments to transfer and assign the Products and all proprietary rights and technology to the Company.


As a condition of the closing, 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.  Which  increased the outstanding shares 11,625,000 shares following the split.  All further references to outstanding common stock reflect the stock split on a retro-active basis.


In addition to the 10 million shares of common stock to be issued to the seller, the agreement provides that at the closing, the Company will issue 10 million shares of common stock to certain individuals in consideration for services rendered for and monies advanced to the Company.  Further, following the closing of the agreement, the Company will name at least two new directors to its board of directors, to be designated by the seller and the Company’s current management.  It is also anticipated that the Company’s name will be



8



EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

March 31, 2012 and December 31, 2011



NOTE 5 – SIGNIFICANT EVENTS  (CONTINUED)


changed to a name selected by the board, which name will be intended to reflect the acquisition of Products and the anticipated new business endeavors. The agreement is subject to completion of due diligence and certain other usual conditions.  


         NOTE6 – 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.





9





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


Since inception and until January 2012, we have been a development stage company engaged in investigating prospective business opportunities with the intent to acquire or merge with one or more businesses.  On January 15, 2012, we 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 (collectively referred to as the “Products”).  In exchange for the acquired Products and related technology, we will issue 10 million shares of our authorized, but previously unissued common stock, post-split as discussed below.  The closing of the agreement is contingent upon realizing initial financing of $300,000, which has been revised to $50,000.


At the closing of the agreement, the seller will assign to Eastgate all rights, title and interests in the Products, free and clear of all liens, mortgages, pledges, security interests or other encumbrances.  Also as a condition to the closing, the seller will cause to be filed with the U.S. Patent and Trademark Office and any foreign patent office that is relevant to the Products, all documents and appropriate assignments to transfer and assign the Products and all proprietary rights and technology to Eastgate.


In addition to the 10 million shares of common stock to be issued to the seller of the Products, the agreement provides that at the closing, we will issue an additional 10 million shares of common stock to certain individuals in consideration for services rendered for and monies advanced to Eastgate.  Further, following the closing of the agreement, we will name at least two new directors to our board of directors, to be designated by the seller and our current management.  It is also anticipated that our corporate name will be changed to a name selected by the board, which name will be intended to reflect the acquisition of Products and our anticipated new business endeavors. The agreement is subject to completion of due diligence and certain other usual conditions.  


Forward Stock Split


On March 6, 2012, we effected a forward stock split of our 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 was increased to approximately 11,625,000 shares following the split.  All further references herein to our outstanding common stock will be on a post-split basis.


We are a development stage company with limited historical operations.  Expenses associated with our ongoing business, including 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


We have not recorded any revenues since inception.  During the three month period ended March 31, 2012 (“first quarter”), we incurred a net loss of $4,462, a 39% decrease compared to a $7,259 loss during the comparable first quarter of 2011.  The decreased loss for the first quarter of 2012 is attributed to the 50% decrease in general and administrative expenses from $5,920 for the first quarter of 2011 period to $2975 for the 2012 first quarter.  The decrease in general and administrative expenses during



10





the first quarter of 2012 was primarily due to decreased legal and accounting costs related to our requisite SEC filings.  Also, interest expense of $1,487 for the first quarter of 2012 increased 11% from $1,339 for the first quarter 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 quarter of 2012, a principal stockholder paid our ongoing expenses.  At March 31, 2012 we had a note payable - related party of $60,590, compared to $59,590 at December 31, 2011.  The increase represents additional expenses paid by the stockholder during the first three months of 2012.  Accrued interest – related party at March 31, 2012 was $18,677 compared to $17,170 at December 31, 2011, which reflects the added interest on the payable – related party.  Accounts payable increased from $12,408 at December 31, 2011 to $12,883 at March 31, 2012, reflecting an increase in unpaid obligations.


At March 31, 2012, we had a stockholders’ deficit of $92,150 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


We anticipate closing the acquisition of Products during May 2012.  At the time of closing, of which there can be no assurance, we will establish a plan to develop the Products for the next 12 months.  In the event the acquisition is not finalized, we will continue to seek out new business opportunities.


If we conclude the acquisition of Products, we will 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 intend to accomplish this by using a proprietary self-emulsifying drug delivery systems, predominantly forming nanoemulsions. We anticipate that we will be able to develop patentable formulations of pharmaceutical, nutraceutical food supplements and consumer health products that can be used for treatment of various diseases and symptoms. By using a self-emulsifying drug delivery technology, we believe that the resulting products will enable lower dosing, fewer side effects and alternative dosage forms, as well as commercial advantages, such as extended patent protection and broader use.  


Because we lack sufficient funds, it may be necessary for officers, directors or stockholders to advance funds and we will accrue expenses until such time as a successful business consolidation can be accomplished.  Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.  Further, directors will defer any compensation until such time as an acquisition or merger can be accomplished and 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 attempt 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 need 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 obtain additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.




11





We do not intend to immediately use employees, with the possible exception of part-time clerical assistance on an as-needed basis.  We will most likely initially use outside advisors or consultants as requisite funds are available.  We do not anticipate making any significant capital expenditures until we have sufficient funds.


Forward-Looking and Cautionary Statements


This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.


When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:


the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;


uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;


volatility of the stock market, particularly within the technology sector; and


general economic conditions.


Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.


Item 3.

Quantitative and Qualitative Disclosures About Market Risk.


This item is not required for a smaller reporting company.


Item 4(T).

Controls and Procedures.


Evaluation of Disclosure Controls and Procedures.  Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.


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



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judgment.  Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of March 31, 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.




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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.



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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 18, 2012

By:  /S/   GEOFF WILLIAMS

Geoff Williams

President, C.E.O. and Director

(Principal Accounting Officer)



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