10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A #1

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2014

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number  000-52886

EASTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada  

87-0639378

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

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

(Address of principal executive offices)

(801) 322-3401

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]   No  [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                     Yes  [  ]    No  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

 Smaller reporting company

[X]

(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Yes  [  ]   No  [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class

Outstanding as of May 15, 2014

Common Stock, $0.00001 par value

       43,319,628

Explanatory Note:   Amended to file inadvertently unfiled XBRL files.  No other changes have been made.

XML

Note 5 -sales Tax Receivable

3 Months Ended

Mar. 31, 2014

Notes

Note 5 -sales Tax Receivable

NOTE 5 –SALES TAX RECEIVABLE

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

XML

Note 4 -related-party Transactions

3 Months Ended

Mar. 31, 2014

Notes

Note 4 -related-party Transactions

NOTE 4 –RELATED-PARTY TRANSACTIONS

Notes payable – related parties

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

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

XML

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
ASSETS
Cash	$ 783,956	$ 458
Total Current Assets	783,956	458
Property & Equipment ,net	67,006	71,297
Sales tax receivable	14,802
Total Long Term Assets	81,808	71,297
TOTAL ASSETS	865,764	71,755
Accounts payable	257,988	421,439
Accrued liabilities related party	205,180	960,000
Capital lease obligation	14,105	24,380
Accrued interest - related parties	96,506	95,004
Notes payable - related parties	959,265	898,109
Total Current Liabilities	1,533,044	2,398,932
Common stock;100,000,000 shares authorized, at $0.00001 par value, 43,319,628 and 31,625,000 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively	433	316
Additional paid-in capital	2,795,924	134,884
Subscription payable		2,000
Accumulated other comprehensive income	5,102	147
Deficit accumulated during the development stage	(3,468,739)	(2,464,524)
Total Stockholders' Deficit	(667,280)	(2,327,177)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 865,764	$ 71,755

XML

Note 2 - Going Concern

3 Months Ended

Mar. 31, 2014

Notes

Note 2 - Going Concern

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $3,468,739 as of March 31, 2014.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time, raising substantial doubt about its ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

XML

Note 3 - Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Notes

Note 3 - Significant Accounting Policies

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Research and Development Costs

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

Foreign Currency Translation

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

Recent Accounting Pronouncements

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

XML

Consolidated Statements of Operations and Comprehensive Loss (USD $)	3 Months Ended		175 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
REVENUES
Professional fees	$ 49,906.00	$ 3,586.00	$ 219,304.00
Research and development	117,697.00	37,995.00	355,211.00
General and administrative	809,538.00	113,689.00	2,743,149.00
Marketing and selling	4,960.00		30,514.00
Total Operating Expenses	982,101.00	155,270.00	3,348,178.00
LOSS FROM OPERATIONS	(982,101.00)	(155,270.00)	(3,348,178.00)
Interest expense	(22,114.00)	(11,222.00)	(120,561.00)
Total Other Expense	(22,114.00)	(11,222.00)	(120,561.00)
LOSS BEFORE INCOME TAXES	(1,004,215.00)	(166,492.00)	(3,468,739.00)
Profit (loss)	(1,004,215.00)	(166,492.00)	(3,468,739.00)
BASIC LOSS PER SHARE	$ (0.03)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	33,416,788.00	31,625,000.00
Other Comprehensive loss	(1,004,215.00)	(166,492.00)	(3,468,739.00)
Foreign currency translation adjustment	4,955.00		5,102.00
Total Comprehensive Loss	$ (999,260.00)	$ (166,492.00)	$ (3,463,637.00)

XML

Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2014
Document and Entity Information:
Entity Registrant Name	EASTGATE ACQUISITIONS CORP
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Entity Central Index Key	0001099574
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	43,319,628
Entity Public Float	$ 43,319,628
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

Consolidated Statements of Cash Flows (USD $)	3 Months Ended		175 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
OPERATING ACTIVITIES
Expenses paid on the Company's behalf by a related party	$ 4,938	$ 33,229	$ 485,625
Common stock issued for services	268,250		318,250
Depreciation	4,291	3,971	18,810
Services contributed by shareholders			34,700
Change in Accrued interest	1,502	10,250	96,506
Change in Accounts payable	(83,044)	44,271	338,395
Change in Accrued liabilities related party	410,180		1,370,180
Sales tax recoverable	(14,802)		(14,802)
Net cash used in Operating Activities	(412,900)	(74,771)	(821,075)
Purchase of property and equipment		(4,648)	(22,273)
Net Cash Used in Investing Activities		(4,648)	(22,273)
Payments on capital lease obligation	(10,275)	(9,708)	(49,438)
Proceeds from notes payable to related parties	65,808		533,230
Payments on notes payable related parties	(9,590)		(9,590)
Common stock issued for cash	1,145,500		1,146,000
Net Cash Provided (used in) by Financing Activities	1,191,443	(9,708)	1,620,202
NET INCREASE (DECREASE) IN CASH	778,543	(89,127)	778,854
Effect of foreign currency translation adjustments	4,955		5,102
CASH AT BEGINNING OF PERIOD	458	100,000
CASH AT END OF PERIOD	783,956	10,873	783,956
Interest	20,087	973	4,952
Capital contribution by officer - payment of related party payable on behalf of company			50,000
Property & equipment purchased under capital lease obligation	63,543	63,543	63,543
Common stock issued to pay liabilities	1,245,407		1,245,407
Common stock issued - subscription payable	$ 2,000		$ 2,000

XML

Use of Estimates (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Use of Estimates

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.

XML

Note 7- Subsequent Events

3 Months Ended

Mar. 31, 2014

Notes

Note 7- Subsequent Events

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. 

XML

Foreign Currency Translation (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Foreign Currency Translation

Foreign Currency Translation

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

XML

Cash and Cash Equivalents (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Cash and Cash Equivalents

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.

XML

Research and Development Costs (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Research and Development Costs

Research and Development Costs

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

XML

Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Recent Accounting Pronouncements

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.

XML

Note 1 - Condensed Financial Statements	3 Months Ended
	Mar. 31, 2014
Notes
Note 1 - Condensed Financial Statements	NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Eastgate Acquisitions Corporation without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2014, and for all periods presented herein have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements.  The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.

XML

Note 6 - Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Notes

Note 6 - Stockholders' Equity

NOTE 6 – STOCKHOLDERS’ EQUITY

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

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

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

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

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

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

		Warrants Issued & Outstanding
Exercise	Expiration	March 31	December 31
Price	Date	2014	2013
$0.25	March 14, 2019	3,495,000	-
$0.25	March 21, 2019	3,480,000	-
		6,975,000	-

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

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