Nevada	87-0639378
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Class	Outstanding as of  November 14, 2014
Common Stock, $0.00001 par value	78,310,234

 

 

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EASTGATE ACQUISITIONS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Unaudited
		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2014				2013				2014				2013
REVENUES		$	-			$	-			$	-			$	-
Cost of goods sold			-				-				-				-
											-				-
Gross (loss) profit			-				-				-				-
OPERATING EXPENSES
Professional fees			22,943				13,370			$	125,941			$	26,677
Research & development			308,044				44,757				693,535				107,503
General and administrative			575,604				158,673				2,904,319				449,711
Marketing and selling			23,526				9,327				58,330				9,327
			930,117				226,127				3,782,125				593,218
LOSS FROM OPERATIONS			(930,117	)			(226,127	)			(3,782,125	)			(593,218	)
Other items
Interest expense			(23,112	)			(18,064	)			(68,047	)			(42,987	)
Total other items			(23,112	)			(18,064	)			(68,047	)			(42,987	)
LOSS BEFORE INCOME TAXES			(953,229	)			(244,191	)			(3,850,172	)			(636,205	)
PROVISION FOR INCOME TAXES			-				-				-				-
NET LOSS		$	(953,229	)		$	(244,191	)		$	(3,850,172	)		$	(636,205	)
BASIC LOSS PER SHARE		$	(0.02	)		$	(0.01	)		$	(0.09	)		$	(0.02	)
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING			50,204,563				31,625,000				42,974,824				31,625,000
COMPREHENSIVE LOSS
A summary of the components of
other comprehensive loss for the
periods ended is as follows:
Net Loss			(953,229	)			(244,191	)			(3,850,172	)			(636,205	)
Other Comprehensive Loss - foreign currency translation			(4,497	)			(37	)			12,649				(37	)
Comprehensive Loss		$	(957,726	)		$	(244,228	)		$	(3,837,523	)		$	(636,242	)

 

 

 

 

 

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EASTGATE ACQUISITIONS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
		For the Nine Months Ended
		September 30,				September 30,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(3,850,172	)		$	(636,205	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Expenses paid on the Company's behalf
by a related party			4,938				177,816
Common stock issued for services			1,263,911				-
Depreciation			18,723				10,461
Services contributed by shareholders							-
Changes in operating assets and liabilities:
Accrued interest			46,920				39,486
Prepaid asset			(40,242	)			4,500
Accounts payable			(92,294	)			189,774
Accrued liabilities related party			1,517,962				-
Sales tax recoverable			(40,546	)
Long term deposit							(17,625	)
Cash flows from operating activities			(1,170,800	)			(231,793	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			(95,903	)			(4,648	)
Cash flows from investing activities			(95,903	)			(4,648	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligation			(24,380	)			(29,140	)
Proceeds from notes payable related party			125,808				190,771
Payments on notes payable related party			(48,166	)			-
Common stock issued for cash			1,206,500
Cash flows from financing activities			1,259,762				161,631
NET INCREASE (DECREASE) IN CASH			(6,941	)			(74,810	)
Effect of foreign currency translation adjustments			12,649				1,254
Cash, beginning of the period			458				100,000
Cash, end of the period		$	6,166			$	26,444
Supplemental disclosures of cash flow information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	20,151			$	3,502
Non Cash Financing activities:
Capital contribution by officer - payment of
related party payable on behalf of company			-			$	-
Property & equipment purchased under
capital lease obligation		$	-			$	63,543
Common stock issued to convert liabilities		$	2,025,876
Common stock issued - subscription payable			2,000

 

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EASTGATE ACQUISITIONS CORPORATION

Condensed Notes to Financial Statements

September 30, 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 September 30, 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 September 30, 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 principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $6,314,696 as of September 30, 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

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.

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.

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.

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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company has adopted this standard and will not report inception to date financial information.

 

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position or statements.

NOTE 4 –RELATED-PARTY TRANSACTIONS

The Company has recorded 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 nine months ended September 30, 2014 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have advanced cash to the Company of $125,808, and have had expenses paid by the Company of $4,938 on their behalf.  At September 30, 2014 the Company has repaid $48,166 of related party loans.  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 September 30, 2014 and December 31, 2013, the Company owed $141,924 and $95,004 of accrued interest to related parties, respectively, resulting from interest expense of $68,047 and $59,848, respectively.

 

NOTE 5 –SALES TAX RECOVERABLE

 

The Company recovers sales tax paid, for which returns are filed on annual basis. At September 30, 2014, $40,546 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 4,190,000 Units at $0.25 and 450,000 Units at $0.22 consisting of one share of common stock and a warrant to purchase 0.75 of a share for cash pursuant to a private placement agreement.  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 finder's fee in connection with this transaction.

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Also, during the quarter ended March 31, 2014 the Company issued 4,660,000 Units consisting of one share of common stock and a warrant to purchase 0.75 of a share 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.

Additionally, 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.

During the quarter ended June 30, 2014 the Company has sold 244,000 Units consisting of one share of common stock and a warrant to purchase 0.75 of a share for cash pursuant to a private placement agreement at the price of $0.25 per share.  As a result of this transaction, the Company issued 244,000 shares of common stock and 183,000 warrants to purchase our common stock for five years at $0.25 per share.

During the quarter ended June 30, 2014 the Company has issued 2,452,400 Units consisting of one share of common stock and a warrant to purchase 0.75 of a share in satisfaction of accrued liabilities at the price of $0.25 per share.  As a result of this transaction, the Company issued 2,452,400 shares of common stock and 1,839,300 warrants to purchase our common stock for five years at $0.25 per share.  The 2,452,400 Units were issued on the same terms as the Units issued in connection with the private placement transaction.

During the quarter ended June 30, 2014 the Company issued a total of 3,572,000 shares of common stock to consultants for services rendered at the price of $0.25 per share.

During the quarter ended June 30, 2014 the Company issued 280,000 shares of common stock to two officers as part of their compensation at the price of $0.25 per share.

During the quarter ended September 30, 2014 the Company issued a total of 977,233 shares of common stock to consultants for services rendered at the price ranging from $0.06 to $0.50 per share.

During the quarter ended September 30, 2014 the Company issued 1,770,346 shares of common stock to two officers and an employee as part of their compensation at the price of $0.055 per share.

As of September 30, 2014, the Company had 8,997,300 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 4.53 years.

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

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 except as described below:

 

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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 and nine months ended September 30, 2014.

Results of Operations

We have not recorded any revenues since inception.  During the three months ended September 30, 2014, our net loss was $953,229 compared to a net loss of $244,191 for the three months ended September 30, 2013. The increased loss for 2014 of $709,038 was due to the fact the company was more active in the quarter ended September 30, 2014.  The primary reasons for the increase were increase in R&D expenses of $263,287, accrued management fees of 346,000 and stock issued for services of $62,419.  These three items account for $649,529 of the $709,038 total variance.  The remainder of $59,509 is comprised of many smaller items including $5,048 in increase interest expense.

The loss increased by $3,213,967 for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013.  The loss increased due to the fact the company was more active in the nine months ended September 30 2014.  Also in the comparative nine months ended September 30, 2013 the company did not accrue compensation to management whereas in the nine months ended September 30, 2014 the company accrued $1,207,791 of management compensation.  In addition the company paid $1,223,669 in common stock for services to consultants in the nine months ended September 30, 2014, whereas in the comparative nine months ended September 30, 2013 the company did not issue any stock for services.  Other costs that increased the nine months ended September 30, 2014 were research and development by $586,032, professional fees of $99,264 and marketing and selling of $49,003.  The above five items account for $3,165,759 of the increased loss of $3,213,967, the balance of the increased loss of $48,208 is the result of many smaller items including office, travel, increased interest expense ($25,060) and foreign exchange.

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Sales

 

We have not recorded any revenues since inception.   The company expects to have sales or at least orders 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

During the third quarter ended September 30, 2014, professional fees expenses were $22,943, an increase of $9,573 from the third quarter of 2013 professional fees expense of $13,370.  The increase was a result of the increased activity in preparing agreements regarding business relationships in process.

During the first nine months ended September 30, 2014, professional fees expenses were $125,941, an increase of $99,264 from the first nine months of 2013 professional fees expense of $26,677.  The increase was a result of the successful financing activities in the first quarter and increased activity in preparation of business relationship agreements in process.

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 third quarter ended September 30, 2014, research and development expenses of $308,044 increased by $263,287 from $44,757 for the third quarter of 2013. The increase was a result of the company's increased focus on development work.

During the nine months ended September 30, 2014, research and development expenses of $693,535 increased by $586,032 from $107,503 for the first nine months of 2013. The increase was a result of the company's increased focus on development work.

During the third quarter of 2014, we incurred general and administrative expenses of $575,604 an increase of $416,931 from $158,673 for the third quarter of 2013.  In the comparative third quarter ended September 30, 2013 the company did not accrue compensation to management whereas in the quarter ended September 30, 2014 the company accrued $346,000.  In addition the company paid $62,419 in common stock for services to consultants, whereas in the comparative quarter ended September 30, 2013 the company did not issue any stock for services.  These two items total $408,419 which accounts for all but $8,512 of the total increase in general and administrative expenses of $416,931.

During the first nine months of 2014, we incurred general and administrative expenses of $2,904,319, an increase of $2,454,608 from $449,711 for the first nine months of 2013.  In the comparative first nine months ended September 30, 2013 the company did not accrue compensation to management whereas in the nine months ended September 30, 2014 the company accrued $1,207,791.  In addition the company paid $1,223,669 in common stock for services to consultants, whereas in the comparative nine months ended September 30, 2013 the company did not issue any stock for services.  These two variances account for $2,431,460 of the total increase in general and administrative expenses for the nine months of $2,454608.  The balance of the remaining increase of $23,148 can be attributed to travel, office expenses and cash payments to consultants.

During the third quarter ended September 30, 2014, marketing and selling expenses of $23,526 increased by $14,199 from $9,327 for the third quarter of 2013. The increase was a result of the company preparing to start sales.

During the nine months ended September 30, 2014, marketing and selling expenses of $58,330 increased by $49,003 from $9,327 for the first nine months of 2013. The increase was a result of the company preparing to start sales.

Interest expense of $23,112 for the third quarter ended September 30, 2014 an increase of $5,048 from $18,064 for the third 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 and again in the quarter ended September 30, 2014 the company relied on advances from related party to finance it's operations, .

Interest expense of $68,047 for the nine months ended September 30, 2014 an increase of $25,060 from $42,987 for the first nine months 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 and again for the quarter ended September 30, 2014 the company relied on advances from related party to finance it's operations.

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Liquidity and Capital Resources

At September 30, 2014 we had a working capital deficit of $1,857,436 which is a decrease of $541,038 from the December 31, 2013 deficit balance of $2,398,474.  The decrease in the deficit is largely a result of the equity raise of $1,206,500 combined with the conversion of $1,928,507 of accounts payable and accrued liabilities related party to equity as well as the fact the company paid $1,223,669 for services during the nine months ended September 30, 2013 with the company's common stock. 

 

During the first nine months of fiscal 2014 we acquired equipment totaling $95,903 and paid down $24,380 in capital lease obligation.

During the year ended December 31, 2013, ongoing expenses were paid by principal stockholders and through increased accounts payable.  During the nine months ended September 30, 2014 the stockholders contributed $118,171 in cash and in paying expenses directly on behalf of the company.  During the nine months the company also completed an equity raise with proceeds of $1,206,500.  At September 30, 2014 and December 31, 2013, we had cash on hand of $6,166 and $458, respectively.  At September 30, 2014 we had notes payable - related party of $980,690, compared to $898,109 at December 31, 2013.  The increase represents additional contributions from stockholders during the first nine months of 2014.  Accrued interest – related party at September 30, 2014 was $141,924 compared to $95,004 at December 31, 2013, which increase reflects the added interest on the payable – related party, less $20,151 of accrued interest paid during the period.  Accounts payable and accrued liabilities decreased from $421,439 at December 31, 2013, to $248,737 at September 30, 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 September 30, 2014, we had a stockholders' deficit of $1,668,413 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 November 7, 2014, we had cash on hand of $13,834.  We believe that our available cash combined with continued advances from related parties will be sufficient to carry on general corporate functions for the next nine 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 intellectual property acquired in 2012 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.

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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 nine month period ended September 30, 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

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company has adopted this standard and will not report inception to date financial information.

 

The company has evaluated other 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 a patent acquisition agreement (the "Acquisition Agreement") in 2012, 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.

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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.

This item is not required for a smaller reporting company.

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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 September 30, 2014, 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 quarter ended September 30, 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 quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART  II   —   OTHER INFORMATION

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.

This item is not required for a smaller reporting company.

 

On August 1, 2014, we issued 136,042 shares of common stock to consultants for services rendered at the price of $0.35 and $0.50 per share.  The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.  

On September 22, 2014, we issued 2,611,537 shares of common stock to employees and consultants for services rendered at the price of $0.055 and $0.6 per share, including 636,364 shares issued to our Chief Scientific Officer and 636,364 shares to our Chief Medical Officer.  The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.  

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This Item is not applicable.

This Item is not applicable.

This Item is not applicable.

 

	Exhibit 10.1	License Agreement between Eastgate Pharmaceuticals, Inc. and Purine Pharma LLC dated September 18, 2014 (1)
	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.

(1)	A redacted version of this Exhibit is filed herewith.  An un-redacted version of this Exhibit has been separately filed with the Commission pursuant to an application for confidential treatment.  The confidential portions of the Exhibit have been omitted and are marked by an asterisk.

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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

 

 

 

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