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8-K - EASTGATE BIOTECH CORPform8ksupermay2012final.htm
EX-99 - EASTGATE BIOTECH CORPf993proforma_consolidation.htm
EX-10 - EASTGATE BIOTECH CORPexh101patentacquisitionagr.htm
EX-99 - EASTGATE BIOTECH CORP99.2financialstatements33112.htm
EX-10 - EASTGATE BIOTECH CORPexh102firstaddendumtopatenta.htm












Audited Financial Statements


For the Years Ended


December 31, 2011 & 2010




SADLER, GIBB & ASSOCIATES, LLC


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Eastgate Acquisitions Corporation


We have audited the accompanying balance sheets of Eastgate Acquisitions Corporation (the Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders deficit and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.  


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


In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Eastgate Acquisitions Corporation as of December 31, 2011 and 2010, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.


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




/s/ Sadler, Gibb & Associates, LLC


Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 10, 2012


EASTGATE ACQUISITIONS CORPORATION

 

(A Development Stage Company)

 

Balance Sheets

 










 










 

ASSETS

 










 





December 31,


December 31,

 





2011


2010

 





 


 

 










 

CURRENT ASSETS






 










 


Cash


$

                 -


$

                 -

 










 



Total Current Assets

 

                 -


 

                 -

 










 



TOTAL ASSETS

$

                 -


$

                 -

 










 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 










 










 

CURRENT LIABILITIES






 










 


Accounts payable

$

        12,408


$

1,020

 


Accrued interest - related party


        17,190



11,213

 


Note payable - related party

 

59,590


 

53,035

 










 



Total Current Liabilities

 

        89,188


 

65,268

 










 

STOCKHOLDERS' DEFICIT






 










 


Common stock; 20,000,000 shares authorized,






 


  at $0.00001 par value, 11,625,000 shares issued






 


  and outstanding


116



116

 


Additional paid-in capital


32,084



26,084

 


Deficit accumulated during the development stage

 

(121,388)


 

(91,468)










 










 



Total Stockholders' Deficit

 

(89,188)


 

(65,268)

 










 



TOTAL LIABILITIES AND STOCKHOLDERS'

 



 


 



  DEFICIT

$

                 -


$

                 -

 










 

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

 



EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Operations

 






















From











Inception on



 








September 8,





For the Years Ended


1999 Through





December 31,


December 31,





2011


2010


2011













REVENUES


$

                 -


$

                 -


$

                 -













OPERATING EXPENSES










 













General and  











  administrative


 

        23,943


 

        18,920


 

      104,198















Total Operating Expenses


 

        23,943


 

        18,920


 

      104,198













LOSS FROM OPERATIONS


 

       (23,943)


 

       (18,920)


 

     (104,198)













OTHER EXPENSES























Interest expense


 

         (5,977)


 

         (5,434)


 

       (17,190)















Total Other Expenses


 

         (5,977)

 

 

         (5,434)


 

       (17,190)













LOSS BEFORE INCOME TAXES



       (29,920)



       (24,354)



(121,388)

PROVISION FOR INCOME TAXES


 

                 -


 

                 -


 

                 -













NET LOSS


$

       (29,920)

 

$

       (24,354)


$

     (121,388)

























BASIC AND DILUTED LOSS PER SHARE


$

(0.00)


$

(0.00)
















BASIC AND DILUTED WEIGHTED AVERAGE









  NUMBER OF COMMON SHARES










  OUTSTANDING


 

11,625,000


 

11,625,000
















The accompanying notes are an integral part of these financial statements



EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Stockholders' Deficit
























Deficit












Accumulated


Total







Additional


During the


Stockholders'


Common Stock


Paid-In


Development


Equity


Shares


Amount


Capital


Stage


(Deficit)















Balance at inception on September 8, 1999

                 -


$

                 -


$

                 -


$

                 -


$

                 -















Common stock issued for cash on














  September 8, 1999 at $0.00001 per share

11,625,000



116



            384



                 -



            500















Net loss from inception on September 8, 1999














  through December 31, 1999

                 -


 

                 -


 

                 -


 

                 -


 

                 -















Balance, December 31, 1999

11,625,000



116



            384



                 -



            500















Net loss for the period from














  January 1, 2000 through














  December 31, 2004

                 -


 

                 -


 

                 -


 

         (3,320)


 

 (3,320)















Balance, December 31, 2004

11,625,000



116



            384



(3,320)



(2,820)















Services contributed by shareholders

                 -



                 -



500


 

                 -


 

            500















Net loss for the year ended














  December 31, 2005

                 -


 

                 -


 

                 -


 

           (600)


 

           (600)















Balance, December 31, 2005

11,625,000

 

 

116

 

 

884

 

 

(3,920)

 

 

(2,920)















Services contributed by shareholders

                 -



                 -



1,700



                 -



          1,700















Net loss for the year ended














  December 31, 2006

                 -


 

                 -


 

                 -


 

(5,555)


 

 (5,555)















Balance, December 31, 2006

11,625,000

 

 

116

 

 

2,584

 

 

(9,475)

 

 

(6,775)















Services contributed by shareholders

                 -



                 -



5,500



                 -



          5,500















Net loss for the year ended














  December 31, 2007

                 -


 

                 -


 

                 -


 

(9,681)


 

 (9,681)















Balance December 31, 2007

11,625,000



116



8,084



(19,156)



(10,956)















Services contributed by shareholders

                 -



                 -



          6,000



                 -



          6,000















Net loss for the year ended














  December 31, 2008

                 -


 

                 -


 

                 -


 

       (24,309)


 

 (24,309)















Balance, December 31, 2008

11,625,000

 


116

 


14,084

 


(43,465)

 


(29,265)















Services contributed by shareholders

                 -



                 -



          6,000



                 -



          6,000















Net loss for the year ended














  December 31, 2009

                 -


 

                 -


 

                 -


 

       (23,649)


 

       (23,649)















Balance, December 31, 2009

11,625,000



116



20,084



(67,114)



(46,914)















Services contributed by shareholders

                 -



                 -



          6,000



                 -



          6,000















Net loss for the year ended














  December 31, 2010

                 -


 

                 -


 

                 -


 

       (24,354)


 

 (24,354)















Balance, December 31, 2010

11,625,000


$

116


$

26,084


$

(91,468)


$

(65,268)















Services contributed by shareholders

                 -



                 -



          6,000



                 -



          6,000















Net loss for the year ended














 December 31, 2011

                 -


 

                 -


 

                 -


 

       (29,920)


 

 (29,920)















Balance, December 31, 2011

  11,625,000


$

            116


$

        32,084


$

     (121,388)


$

 (89,188)















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



EASTGATE ACQUISITIONS CORPORATION

 

(A Development Stage Company)

 

Statements of Cash Flows

 














 












From

 












Inception on

 






 


September 8,






For the Years Ended


1999 Through






December 31,


December 31,






2011


2010


2011

OPERATING ACTIVITIES























Net loss


$

       (29,920)

 

$

       (24,354)


$

     (121,388)


Adjustments to reconcile net loss to net cash










  used by operating activities:











Expenses paid on the Company's behalf











  by a related party


          6,555



        14,900



        59,590



Services contributed by shareholders


          6,000



          6,000



        31,700


Changes in operating assets and liabilities:











Accrued interest - related party


          5,977



          5,434



        17,190



Accounts payable

 

        11,388


 

         (1,980)


 

        12,408

















Net Cash Used in Operating Activities

 

                 -


 

                 -


 

           (500)














INVESTING ACTIVITIES

 

                 -


 

                 -


 

                 -














FINANCING ACTIVITIES
























Common stock issued for cash

 

 -


 

                 -


 

            500

















Net Cash Provided by Financing Activities

 

                 -


 

                 -


 

            500




 












NET DECREASE IN CASH


                 -

   

   

                 -

   

   

                 -
















CASH AT BEGINNING OF PERIOD

 

                 -


   

                 -


 

                 -
















CASH AT END OF PERIOD

$

                 -


$

                 -


$

                 -














SUPPLEMENTAL DISCLOSURES OF









 

CASH FLOW INFORMATION























CASH PAID FOR:
























Interest


$

                 -


$

                 -


$

                 -



Income Taxes

$

                 -


$

                 -


$

                 -














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

 





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Business

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


Use of Estimates

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


Basic Loss per Common Share

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


 

 

For the

Year Ended

December 31,

2011

 

 

For the

Year Ended

December 31,

2010

 

Loss (numerator)

 

$

(29,920

)

 

$

(24,354

)

 

Shares (denominator)

 

 

11,625,000

 

 

 

11,625,000

 

 

Per share amount

 

$

(0.00

)

 

$

(0.00

)

 


Dividends

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


Comprehensive Income

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


Advertising Costs

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


Cash and Cash Equivalents

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



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Income Taxes

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



Federal and State income taxes.


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


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


 

 

December 31, 2011

 

 

December 31, 2010

 

Income tax expense at statutory rate

 

$

(11,668

)

 

$

(9,498

)

Contributed services

 

 

2,340


 

 

2,340


Valuation allowance

 

 

9,328


 

 

7,158


Income tax expense per books

 

$

-


 

$

-



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


 

 

December 31, 2011

 

 

December 31, 2010

 

NOL carryover

 

$

37,530

 

 

$

28,202


Valuation allowance

 

 

(37,530

)

 

 

(28,202

)

Net deferred tax asset

 

$

-


 

$

-



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


Impairment of Long-Lived Assets

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


Accounting Basis

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



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Stock-Based Compensation.

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


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


Recent Accounting Pronouncements

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




Revenue Recognition

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


NOTE 2 - GOING CONCERN


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


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements 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 - NOTE PAYABLE-RELATED PARTY


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


NOTE 4 - CONTRIBUTED SERVICES


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





NOTE 5 - SUBSEQUENT EVENTS


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


On January 15, 2012, the Company entered into a Patent Acquisition Agreement to acquire certain products, formulas, processes, proprietary technology and/or patents and patent applications related to pharmaceutical, nutraceutical, food supplements and consumer health products. In exchange for the acquired products and technology, the Company has agreed to issue at the closing to the seller 10 million shares of the Companys authorized, but previously unissued common stock, post-split as discussed below.  The closing of the agreement is contingent upon realizing initial financing of $50,000.  The Company has not entered into any agreement or arrangement to secure the aforementioned funding and there can be no assurance that the Company will be able to raise the funds.