10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2016
¨	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 BIOTECH CORP.

(Exact name of registrant as specified in its charter)

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

2203-65 Harbour Square | Toronto, Ontario | Canada M5J 2L4

(Address of principal executive offices)

(647) 692-0652

(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 o No x

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). ¹ Yes x No o

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 o 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 February 27, 2018
Common Stock, $0.00001 par value	934,305,508

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 as originally filed with the Securities and Exchange Commission on February 27, 2017 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) Item 4 of Part I, “Controls and Procedures,” and (iv) Item 6 of Part II, “Exhibits”, and we have also updated the signature page, the certifications of our Chief Executive Officer and President, treasurer and coporate secretaryin Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below.

On or about May 3, 2017, the Board of Directors, upon the recommendation of the Company’s management and after discussions with our then current independent registered public accounting firm, Sadler, Gibb & Associates, LLC (“Sadler”), concluded that the quarterly financial statements for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 (collectively, the “Non-Reliance Periods”) as previously issued should no longer be relied upon (the “Non-Reliance Determination”).

The Company made the Non-Reliance Determination because the quarterly financial statements had been filed without Sadler;s review. Our quarterly financial statements have been restated to correct errors in the Original 10-Q. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of such errors in the Original 10-Q

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TABLE OF CONTENTS
Heading		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited balance sheet of Eastgate Biotech Corp. at June 30, 2016, related unaudited statements of operations and cash flows for the periods ended June 30, 2016 and 2015 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, 2015 audited financial statements. Operating results for the period ended June 30, 2016, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2016 or any other subsequent period.

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EASTGATE BIOTECH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
	June 30			December 31,
	2016			2015
ASSETS
Current
Cash	$	72,543		$	19,241
Deposits					14,595
Sales tax recoverable		-			79,681
Total current assets		72,543			113,517
Other assets
Property & Equipment, net		-			184,402
Total other assets		-			184,402
Total assets	$	72,543		$	297,919
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	285,346		$	361,094
Deferred revenue		94,166			23,847
Accrued liabilities related party		1,484,349			732,125
Deferred rent		1,430			2,064
Capital lease obligation		8,453			8,130
Accrued interest - related parties		359,121			292,769
Notes payable - related parties		1,468,262			1,308,585
Total current liabilities		3,701,127			2,728,614
Long term liabilities
Capital lease obligation long term		48,091			50,386
Total Liabilities		3,749,218			2,779,000
Commitments and Contingencies		-			-
Stockholders' deficit
Authorized:
Preferred stock:50,000,000 shares authorized at $0.00001 par value
no shares issued at June 30, 2016 and December 31, 2015		-			-
Common stock: 450,000,000 shares authorized at $0.00001 par value
306,272,175 and 282,872,175 shares issued and outstanding at
June 30, 2016 and December 31, 2015 respectively		3,063			2,829
Additional paid-in capital		9,891,010			9,137,764
Accumulated other comprehensive income		17,706			31,846
Deficit accumulated		(13,588,454	)		(11,653,520	)
Total stockholders' deficit		(3,676,675	)		(2,481,081	)
Total liabilities and stockholders' deficit	$	72,543		$	297,919

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

5

EASTGATE BIOTECH CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
REVENUES	$			$	58,543		$			$	58,543
Cost of goods sold					8,430						8,430
								-			-
Gross (loss) profit		-			50,113			-			50,113
OPERATING EXPENSES
Professional fees		1,669			46,783		$	4,305		$	97,203
Research & development		126,873			297,858			265,514			693,978
General and administrative		231,815			455,427			1,264,035			1,509,702
Marketing and selling		69,659			50,551			139,940			319,736
-		430,016			850,619			1,673,794			2,620,619
LOSS FROM OPERATIONS		(430,016	)		(800,506	)		(1,673,794	)		(2,570,506	)
Other items
Interest expense		(41,402	)		(26,703	)		(76,738	)		(49,353	)
Losses from impairment of Assets					-			(184,402	)
Total other items		(41,402	)		(26,703	)		(261,140	)		(49,353	)
LOSS BEFORE INCOME TAXES		(471,418	)		(827,209	)		(1,934,934	)		(2,619,859	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(471,418	)	$	(827,209	)	$	(1,934,934	)	$	(2,619,859	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.002	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		306,272,175			154,771,152			302,286,461			132,514,850
COMPREHENSIVE LOSS
A summary of the components of other comprehensive loss for the
periods ended is as follows:
Net Loss		(471,418	)		(827,209	)		(1,934,934	)		(2,619,859	)
Other Comprehensive Loss - foreign currency translation		1,484			(5,224	)		(14,140	)		(5,312	)
Comprehensive Loss	$	(469,934	)	$	(832,433	)	$	(1,949,074	)	$	(2,625,171	)

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

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EASTGATE BIOTECH CORP.
Statements of Stockholders' Equity (Deficit)
												Deficit
									Accumulated			Accumulated			Total
					Additional				other			During the			Stockholders'
	Common Stock				Paid-In		Subscription		comprehensive			Development			Equity
	Shares		Amount		Capital		Payable		income			Stage			(Deficit)
Balance, December 31, 2014		89,635,234		896		5,957,771		-		15,268			(7,372,210	)		(1,398,275	)
Shares issued in conversion of accrued compensation		117,898,608		1,179		1,236,151										1,237,330
Shares issued for services		24,253,333		243		560,351										560,594
Stock options and Warrants issued						488,351										488,351
Shares issued for Acquisition of Assets/Lease		1,500,000		15		20,985										21,000
Private placement shares and warrants issued for cash		335,000		3		24,997										25,000
Shares an warrants (units) issued for accrued compensation																-
Shares issued for bonus		49,250,000		493		849,158										849,651
Foreign Currency Transaltion adjustments										16,578						16,578
Net loss for the Year ended December 31, 2015													(4,281,310	)		(4,281,310	)
																-
Balance, December 31, 2015		282,872,175		2,829		9,137,764		0		31,846			(11,653,520	)		(2,481,081	)
Shares issued in conversion of accrued compensation		-		0		0										0
Shares issued for services		23,400,000		234		753,246										753,480
Stock options and Warrants issued						0										0
Shares issued for Acquisition of Assets/Lease		-		-		0										0
Private placement shares and warrants issued for cash		-		-		-										-
Shares an warrants (units) issued for accrued compensation																0
Shares issued for bonus		-		-		-										-
Foreign Currency Transaltion adjustments										(14,140	)					(14,140	)
Net loss for the Year ended December 31, 2015													(1,934,934	)		(1,934,934	)
																-
Balance, June 30, 2016		306,272,175		3,063		9,891,010		-		17,706			(13,588,454	)		(3,676,675	)

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

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EASTGATE BIOTECH CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Six Months Ended
	June 30,			June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(1,934,934	)	$	(2,619,859	)
Adjustments to reconcile net loss to net cash used by operating activities:
Expenses paid on the Company's behalfby a related party		(1,827	)
Common stock issued for services		753,480			1,077,743
Depreciation					18,564
Losses from Impairment of Assets		184,402			-
Stock options issued		-			291,427
Changes in operating assets and liabilities:
Accrued interest		66,352			49,353
Prepaid asset		14,595			(6,597	)
Accounts payable		2,028			49,242
Accrued liabilities related party		745,639			725,452
Reserve for Recoverable Tax		(9,606	)		(24,436	)
Deferred rent		(760	)		(820	)
Deferred revenue		66,950			9,831
Cash flows used in operating activities		(113,681	)		(430,100	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligation		(1,973	)		-
Proceeds from notes payable related party		161,505			159,750
Payments on notes payable related party		-			(5,536	)
Cash Overdraft					6,611
Cash flows provided by financing activities		159,532			160,825
NET INCREASE (DECREASE) IN CASH		45,851			(269,275	)
Effect of foreign currency translation adjustments		7,451			(17,206	)
Cash, beginning of the period		19,241			286,481
Cash, end of the period	$	72,543		$	-
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	6,027		$	-
Non Cash Financing activities:
Common stock issued to convert liabilities	$	-			761,849

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

8

EASTGATE BIOTECH CORP.

Notes to Condensed Financial Statements

June 30, 2016 and December 31, 2015

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Eastgate Biotech Corp 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 June 30, 2016, 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, 2015 audited financial statements. The results of operations for the periods ended June 30, 2016 and 2015 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $13,588,454 as of June 30, 2016. 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.

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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Eastgate Biotech Corp. and its wholly-owned subsidiary Eastgate Pharmaceuticals Inc. 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 six 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

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.

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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 six months ended June 30, 2016 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 $161,505, and have had expenses paid by the Company of $1,827 on their behalf. At June 30, 2016 the Company has not repaid any of related party loans. During the year ended December 31, 2015 the CEO and the current President advanced the company cash of $310,825 and were repaid $5,536 of advances made. In addition during this period they paid $2,337 of expenses on behalf of the company and were reimbursed for $5,432 in expenses they previously paid. This accounts for the increase in notes payable related party for the year ended December 31, 2015 of $302,194. As of June 30, 2016 and December 31, 2015, the Company owed $359,121 and $292,769 of accrued interest to related parties, respectively, resulting from interest expense of $66,322 and $109,954, respectively.

NOTE 5 –SALES TAX RECOVERABLE

Sales tax receivable

The Company recovers sales tax paid, for which returns are filed on annual basis but company was able to file the return only in 2017. This is reserved as of June 30, 2016, The Balance of $95,149 was claimed as recoverable compared to the December 31, 2015 balance of $79,681. Sales tax recoverable is a result of sales tax paid on eligible expenses.

NOTE 6 – STOCKHOLDERS’ DEFICIT

On February 1^st 2016, the Company issued a total of 23,400,000 restricted shares of common stock to various consultants for services rendered at the price of $0.0322 per share which was the closing price on February 1^st 2016.

The following table summarizes the stock options that are issued, outstanding and exercisable

			Stock Options Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.286	February 12, 2020		10,375,000		10,375,000

As of June 30, 2016, the Company had 41,164,901 warrants to purchase common stock. All outstanding warrants have a weighted average price of $0.07 per share and have a weighted average remaining life of 3.06 years.

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

			Warrants Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.25	March 14, 2019		3,495,000		3,495,000
$	0.25	March 21, 2019		3,480,000		3,480,000
$	0.25	June 6, 2019		2,022,300		2,022,300
$	0.05	October 16, 2019		150,000		150,000
	0.04	December 31, 2019		8,125,000		8,125,000
$	0.04	January 5, 2020		8,146,225		8,146,225
	0.04	August 19, 2020		125,000		125,000
	0.00001	October 6, 2020		15,621,376		16,171,627
				41,164,901		41,715,152

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:

On January 1^st 2017, the Company issued 1,000,000 share of common stock to two lawyers as part of their compensation. The issuance of these securities was deemed to be exempt from the registration requirements for the securities act of 1933, as amended by virtue of sections 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

On February 1^st 2017, the Company issued 8,000,000 share of common stock to two consultants as part of their compensation. The issuance of these securities was deemed to be exempt from the registration requirements for the securities act of 1933, as amended by virtue of sections 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The following selected comparative financial information has been derived from and should be read in conjunction with the company’s financial statements for the three and six months ended June 30, 2016 and 2015.

	For the Three Months ended						For the Six Months ended
	June 30						June 30
	2016			2015			2016			2015
Revenues	$	-		$	58,543		$	-		$	58,543
Cost of sales					8,430						8,430
Gross profit					50,113						50,113
Operating Expenses
Professional fees		1,669			46,783			4,305			97,203
Research & development		126,873			297,858			265,514			693,978
General & administrative		231,815			455,427			1,264,035			1,509,702
Marketing and selling		69,659			50,551			139,940			319,736
Total operating expenses		430,016			850,619			1,673,794			2,620,619
Loss from operations		(430,016	)		(800,506	)		(1,673,794	)		(2,570,506	)
Interest expense		(41,402	)		(26,703	)		(76,738	)		(49,353	)
Losses from impairment of Assets								(184,402	)
Net loss	$	(471,418	)	$	(827,209	)	$	(1,934,934	)	$	(2,619,859	)
							June 30			December 31
							2016			2015
Total assets							$	167,692		$	297,919
Working Capital							$	(3,628,584	)	$	(2,615,097	)

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Results of Operations

During the three months ended June 30, 2016, our net loss was $471,418 compared to a net loss of $827,209 for the three months ended June 30, 2015. The decreased loss for 2016 of $355,791 was primarily due to the fact the company had decreased G&A expenses of $223,612, the research and development expenses and professional fees decreased respectively by $170,985 and $45,114, whereas marketing & selling expenses increased by $19,108. These changes in expenditures resulted in the decreased loss of $471,418 for the quarter.

During the six months ended June 30, 2016 the Company did not recorded any revenue. During the six months ended June 30, 2016, our net loss was $1,934,934 compared to a net loss of $2,619,859 for the six months ended June 30, 2015. The decreased loss for 2016 of $684,925 was due to the fact the company was less active in the six month period ended June 30, 2016 due to lack of funding. The primary reasons for the decrease was due to the decrease in operating expenses which included a decrease in professional fees of $92,898, a decrease in R&D expenses of $428,464, a decrease in marketing and selling of $179,796 and a decrease of general and administrative expense of $245,667.

Sales

During the three months ended June 30 2016 the company recorded no sales from our nutraceutical products division but all the sales were deferred compared to sales of $58,543, cost of sales $8,430 for a gross profit of $50,113 in the same quarter ending June 30 2015

During the six months ended June 30 2016 we have recorded no revenues, all the sales were deferred compared to revenue of $58,543, cost of sales was $8,430 for a gross profit of $50,113 for the six months ended June 30 2015.

Operating Expenses

Professional fees

During the second quarter ended June 30, 2016, professional fees expenses were $1,669, a decrease of $45,114 from the second quarter of 2015 professional fees expense of $46,783. The decrease can be attributed to decrease in legal expenses for the quarter.

During the first six months ended June 30, 2016, professional fees expenses were $4,305, a decrease of $92,898 from the first six months of 2015 professional fees expense of $97,203. The first quarter of 2015 included the costs of an equity raise; the company did not have these expenses in the six months ended June 30 2016.

Research and development

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

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During the second quarter ended June 30, 2016, research and development expenses of $126,873 decreased by $170,985 from $297,858 for the second quarter of 2015. The decrease was a result of the company’s lack of funding.

During the six months ended June 30, 2016, research and development expenses of $265,514 decreased by $428464 from $693,978 for the first six months of 2015. The decrease was a result of the company’s lack of funding.

General and administrative

During the second quarter of 2016, we incurred general and administrative expenses of $231,815, decrease of $223,612 from $455,427 for the second quarter of 2015.

During the first six months of 2016, we incurred general and administrative expenses of $1,264,035, a decrease of $245,667 from $1,509,702 for the first six months of 2015.

Marketing and selling

During the second quarter ended June 30, 2016, marketing and selling expenses of $69,659, increased by $19,108 from $50,551 for the second quarter of 2015.

During the six months ended June 30, 2016, marketing and selling expenses of $139,940 decreased by $179,796 from $319,736 for the six months ended June 30, 2015. The decrease is a result of lack of funding to spend on marketing expenses. The company continuing negotiations in various parts of the world for the sale of distribution licenses for the sale of the company’s pharmaceutical and nutraceutical products.

Interest expense

Interest expense of $41,402 for the second quarter ended June 30, 2016 an increase of $14,699 from $26,703 for the second quarter of 2015. The increase is attributed to an increase in loans from stockholders during the period.

Interest expense of $76,738 for the six months ended June 30, 2016 an increase of $27,385 from $49,353 for the six months ended June 30, 2015. The increase is attributed to an increase in loans from stockholders during the period.

Loss from Impairment of Assets,

During the six month ended June 30 2016 the company recognized losses from impairment of lab equipment of $184,402, previously company never recorded such losses. The equipment cost value were $271,040, accumulated amortization were $86,638.

Liquidity and Capital Resources

At June 30, 2016 we had a working capital deficit of $3,628,584 which is an increase of $1,013,488 from the December 31, 2015 deficit balance of $2,615,097. The increase in the deficit is primarily a result of the loss for the six months of $1,934,934 netted by the $753,480 of this loss having been paid by issuing common stock for services.

15

Expenses incurred during 2016 have been paid for by related parties including our current CEO and current President as well as through issuing the company’s common stock. Because we have no cash reserves or generate sufficient revenue, we expect to continue to rely on the stockholders and equity raises to pay expenses until such time as we can generate sufficient cash flows to pay our ongoing operational costs. There is no assurance that the company will be able to obtain equity raises before the company develops revenue sources with sufficient cash flow to cover expenses.

During the six months ended June 30, 2016 the stockholders contributed a net amount of $159,677, made up of $161,505 advanced in cash less $1,827 of expenses paid by the company on behalf of the related party. At June 30, 2016 and December 31, 2015, we had cash on hand of $72,543 and $19,241, respectively. At June 30, 2016 we had accrued liabilities - related party of $1,564,099, compared to $732,125 at December 31, 2015. The increase represents the accrual of wages to company executive officers during the six month ended June 30, 2016. At June 30, 2016 we had notes payable - related party of $1,468,262, compared to $1,308,585 at December 31, 2015. The increase represents additional contributions from stockholders during the six months ended June 30, 2016. Accrued interest – related party at June 30, 2016 was $359,121 compared to $292,769 at December 31, 2015, which reflects the added interest of $66,352 on the related party payable. Accounts payable and accrued liabilities increased by $19,401 from $361,094 at December 31, 2015, to $380,495 at June 30, 2016, primarily a result of the fact the company is in a fund raising situation.

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we raise funds or successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations.

At June 30, 2016, we had a stockholders’ deficit of $3,676,675 compared to a stockholders’ deficit of $2,481,081 at December 31, 2015. The increase in stockholders’ deficit is primarily attributed to operating loss and issuance of common stock for service in the first six months of 2016.

As of June 30, 2016, we had cash on hand of $72,543. 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 six months, although we will need to limit cash outlays for research and product development until we can secure additional funds. We are presently investigating possible funding opportunities to arrange for additional funds, although we do not have any definitive agreement or arrangement for such funds. We expect that additional funding to proceed with development of the intellectual property acquired in 2015 will most likely be from the sale of securities or from stockholder loans. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned development program. We estimate that cash requirements for the next twelve months will be approximately $5,000,000. In the past year, we have relied on advances from related parties for financing our operations. We continue to explore potential funding opportunities, which may be in the form of debt or the sale of equity securities. In the event we are unsuccessful in arranging for outside funding, we will most likely continue to rely on related parties to provide funding, although there are no firm commitments or agreements with any related party to provide funds in the future.

Net Operating Loss

We have accumulated a net operating loss carryforward of approximately $11,653,520 as of December 31, 2015. This loss carry forward may be offset against future taxable income through the year 2033. 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, 2015 or the six month period ended June 30, 2016 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

16

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.

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.

17

Future product revenue will depend on our ability to develops, receive regulatory approvals for, and successfully market, our product candidates. In the event that our development efforts result in regulatory approval and successful commercialization of our product candidates, we will generate revenue from direct sales of our products and/or, if we license our products to future collaborators, from the receipt of license fees and royalties from licensed products.

Management estimates that our research and development expenses for the next 12 months will be approximately $3.0 million, primarily for research and pilot studies. We also estimate that other expenses, including personnel, general and administrative and miscellaneous expenses could be as much as $2.0 million during the same time period. Because we currently have no revenues, most likely the only source of funding these expenses will be through the private sale of our securities, either equity or debt. We are currently exploring possible funding sources, but we have not entered into any arrangements or agreements for funding as of this time. If we are unable to raise the necessary funding, our research and development plans will be delayed indefinitely. There can be no assurance that we will be able to raise the funds necessary to carry out our business plan on terms favorable to the company, or at all.

Forward-Looking and Cautionary Statements

Statements contained in this report which are not historical facts, may be considered “forward-looking statements,” which term is defined by the Private Securities Litigation Reform Act of 1995. Any “safe harbor under this Act does not apply to a “penny stock” issuer, which definition would include the company. Forward-looking statements are based on current expectations and the current economic environment. We caution readers that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4. Controls and Procedures.

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

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our chief executive officer and chief financial officer, concluded that, as of June 30, 2016, 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 June 30, 2016. 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 June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

18

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

None in 2^nd quarter of 2016

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.

19

Item 6. Exhibits

Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of President, Treasurer and Corporate Sectary Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101. CAL	XBRL Taxonomy Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Labels Linkbase Document*
101.PRE	XBRL Taxonomy Presentation Linkbase Document*
101.DEF	XBRL Definition Linkbase Document*

_________

*Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Stockholders’ Deficit, and (v) related notes to these financial statements.

20

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 BIOTECH CORP.
Date: February 28, 2018	By:	/S/ Anna Gluskin
		Anna Gluskin
		Chief Executive Officer
		(Principal Executive Officer)
Date: February 28, 2018	By:	/S/ Rose Perri
		Rose Perri
		President, treasurer and corporate secretary
		(Principal Financial and Accounting Officer)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anna Gluskin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Eastgate Biotech Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2018

/S/ Anna Gluskin

Anna Gluskin

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rose Perri, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Eastgate Biotech Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2018

/S/ Rose Perri

Rose Perri

President, treasurer and corporate secretary

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eastgate Biotech Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anna Gluskin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Anna Gluskin

Anna Gluskin

Chief Executive Officer

February 28, 2018

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company’s Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eastgate Biotech Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rose Perri, President, treasurer and corporate secretary of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Rose Perri

Rose Perri

Principal Financial Officer and

Principal Accounting Officer

February 28, 2018

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company’s Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Document and Entity Information - shares

6 Months Ended

Jun. 30, 2016

Feb. 27, 2018

Document and Entity Information:

Entity Registrant Name

EASTGATE BIOTECH CORP

Entity Central Index Key

0001099574

Trading Symbol

etbi

Entity Current Reporting Status

No

Entity Voluntary Filers

No

Current Fiscal Year End Date

--12-31

Entity Filer Category

Smaller Reporting Company

Entity Well-known Seasoned Issuer

No

Entity Common Stock, Shares Outstanding

934,305,508

Document Type

10-Q/A

Document Period End Date

Jun. 30, 2016

Amendment Flag

true

Amendment Description

We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 as originally filed with the Securities and Exchange Commission on February 27, 2017 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) Item 4 of Part I, “Controls and Procedures,” and (iv) Item 6 of Part II, “Exhibits”, and we have also updated the signature page, the certifications of our Chief Executive Officer and President, treasurer and coporate secretaryin Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below.

On or about May 3, 2017, the Board of Directors, upon the recommendation of the Company’s management and after discussions with our then current independent registered public accounting firm, Sadler, Gibb & Associates, LLC (“Sadler”), concluded that the quarterly financial statements for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 (collectively, the “Non-Reliance Periods”) as previously issued should no longer be relied upon (the “Non-Reliance Determination”).

The Company made the Non-Reliance Determination because the quarterly financial statements had been filed without Sadler;s review. Our quarterly financial statements have been restated to correct errors in the Original 10-Q. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of such errors in the Original 10-Q

Document Fiscal Year Focus

2016

Document Fiscal Period Focus

Q2

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current
Cash	$ 72,543	$ 19,241
Deposits		14,595
Sales tax recoverable		79,681
Total current assets	72,543	113,517
Other assets
Property & Equipment, net		184,402
Total other assets		184,402
Total assets	72,543	297,919
Current liabilities
Accounts payable and accrued liabilities	285,346	361,094
Deferred revenue	94,166	23,847
Accrued liabilities related party	1,484,349	732,125
Deferred rent	1,430	2,064
Capital lease obligation	8,453	8,130
Accrued interest - related parties	359,121	292,769
Notes payable - related parties	1,468,262	1,308,585
Total current liabilities	3,701,127	2,728,614
Long term liabilities
Capital lease obligation long term	48,091	50,386
Total Liabilities	3,749,218	2,779,000
Commitments and Contingencies
Stockholders' deficit
Authorized: Preferred stock:50,000,000 shares authorized at $0.00001 par value no shares issued at June 30, 2016 and December 31, 2015
Common stock: 450,000,000 shares authorized at $0.00001 par value 306,272,175 and 282,872,175 shares issued and outstanding at June 30, 2016 and December 31, 2015 respectively	3,063	2,829
Additional paid-in capital	9,891,010	9,137,764
Accumulated other comprehensive income	17,706	31,846
Deficit accumulated	(13,588,454)	(11,653,520)
Total stockholders' deficit	(3,676,675)	(2,481,081)
Total liabilities and stockholders' deficit	$ 72,543	$ 297,919

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Stockholders' deficit
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	450,000,000	450,000,000
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, issued	306,272,175	282,872,175
Common stock, outstanding	306,272,175	282,872,175

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Condensed Consolidated Statements Of Operations And Comprehensive Loss
REVENUES		$ 58,543		$ 58,543
Cost of goods sold		8,430		8,430
Gross (loss) profit		50,113		50,113
OPERATING EXPENSES
Professional fees	1,669	46,783	4,305	97,203
Research & development	126,873	297,858	265,514	693,978
General and administrative	231,815	455,427	1,264,035	1,509,702
Marketing and selling	69,659	50,551	139,940	319,736
Total Operating Expenses	430,016	850,619	1,673,794	2,620,619
LOSS FROM OPERATIONS	(430,016)	(800,506)	(1,673,794)	(2,570,506)
Other items
Interest expense	(41,402)	(26,703)	(76,738)	(49,353)
Losses from Impairment of Assets			(184,402)
Total other items	(41,402)	(26,703)	(261,140)	(49,353)
LOSS BEFORE INCOME TAXES	(471,418)	(827,209)	(1,934,934)	(2,619,859)
PROVISION FOR INCOME TAXES
NET LOSS	$ (471,418)	$ (827,209)	$ (1,934,934)	$ (2,619,859)
BASIC AND DILUTED LOSS PER SHARE	$ (0.002)	$ (0.01)	$ (0.01)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	306,272,175	154,771,152	302,286,461	132,514,850
COMPREHENSIVE LOSS
Net Loss	$ (471,418)	$ (827,209)	$ (1,934,934)	$ (2,619,859)
Other Comprehensive Loss - foreign currency translation	1,484	(5,224)	(14,140)	(5,312)
Comprehensive Loss	$ (469,934)	$ (832,433)	$ (1,949,074)	$ (2,625,171)

XML

Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid-In Capital	Subscription Payable	Accumulated other comprehensive income	Deficit Accumulated During the Development Stage	Total
Begnning Balance, Shares at Dec. 31, 2014	89,635,234
Begnning Balance, Amount at Dec. 31, 2014	$ 896	$ 5,957,771		$ 15,268	$ (7,372,210)	$ (1,398,275)
Shares issued in conversion of accrued compensation, Shares	117,898,608
Shares issued in conversion of accrued compensation, Amount	$ 1,179	1,236,151
Shares issued for services, Shares	24,253,333
Shares issued for services, Amount	$ 243	560,351
Stock options and warrants issued, Amount		488,351
Shares issued for Acquisition of Assets/Lease, Shares	1,500,000
Shares issued for Acquisition of Assets/Lease, Amount	$ 15	20,985
Private placement shares and warrants issued for cash, Shares	335,000
Private placement shares and warrants issued for cash, Amount	$ 3	24,997
Shares issued for bonus, Shares	49,250,000
Shares issued for bonus, Amount	$ 493	849,158
Foreign Currency Transaltion adjustments				16,578
Net loss for the Year ended					(4,281,310)
Ending Balance, Shares at Dec. 31, 2015	282,872,175
Ending Balance, Amount at Dec. 31, 2015	$ 2,829	9,137,764	0	31,846	(11,653,520)	(2,481,081)
Shares issued in conversion of accrued compensation, Shares
Shares issued in conversion of accrued compensation, Amount
Shares issued for services, Shares	23,400,000
Shares issued for services, Amount	$ 234	753,246				753,480
Stock options and warrants issued, Amount
Shares issued for Acquisition of Assets/Lease, Shares
Shares issued for Acquisition of Assets/Lease, Amount
Foreign Currency Transaltion adjustments				(14,140)		(14,140)
Net loss for the Year ended					(1,934,934)	(1,934,934)
Ending Balance, Shares at Jun. 30, 2016	306,272,175
Ending Balance, Amount at Jun. 30, 2016	$ 3,063	$ 9,891,010		$ 17,706	$ (13,588,454)	$ (3,676,675)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (1,934,934)	$ (2,619,859)
Adjustments to reconcile net loss to net cash used by operating activities:
Expenses paid on the Company's behalf by a related party	(1,827)
Common stock issued for services	753,480	1,077,743
Depreciation		18,564
Losses from Impairment of Assets	184,402
Stock options issued		291,427
Changes in operating assets and liabilities:
Accrued interest	66,352	49,353
Prepaid asset	14,595	(6,597)
Accounts payable	2,028	49,242
Accrued liabilities related party	745,639	725,452
Reserve for Recoverable Tax	(9,606)	(24,436)
Deferred rent	(760)	(820)
Deferred revenue	66,950	9,831
Cash flows used in operating activities	(113,681)	(430,100)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligation	(1,973)
Proceeds from notes payable related party	161,505	159,750
Payments on notes payable related party		(5,536)
Cash overdraft		6,611
Cash flows provided by financing activities	159,532	160,825
NET INCREASE (DECREASE) IN CASH	45,851	(269,275)
Effect of foreign currency translation adjustments	7,451	(17,206)
Cash, beginning of the period	19,241	286,481
Cash, end of the period	72,543
Supplemental disclosures of cash flow information:
Cash paid for income taxes
Cash paid for interest	6,027
Non Cash Financing activities:
Common stock issued to convert liabilities		$ 761,849

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CONDENSED FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Eastgate Biotech Corp 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 June 30, 2016, 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, 2015 audited financial statements. The results of operations for the periods ended June 30, 2016 and 2015 are not necessarily indicative of the operating results for the full years.

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GOING CONCERN

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

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 $13,588,454 as of June 30, 2016. 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.

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SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Eastgate Biotech Corp. and its wholly-owned subsidiary Eastgate Pharmaceuticals Inc. 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 six 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

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.

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RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 4 - RELATED-PARTY TRANSACTIONS

Notes payable – related parties

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

During the six months ended June 30, 2016 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 $161,505, and have had expenses paid by the Company of $1,827 on their behalf. At June 30, 2016 the Company has not repaid any of related party loans. During the year ended December 31, 2015 the CEO and the current President advanced the company cash of $310,825 and were repaid $5,536 of advances made. In addition during this period they paid $2,337 of expenses on behalf of the company and were reimbursed for $5,432 in expenses they previously paid. This accounts for the increase in notes payable related party for the year ended December 31, 2015 of $302,194. As of June 30, 2016 and December 31, 2015, the Company owed $359,121 and $292,769 of accrued interest to related parties, respectively, resulting from interest expense of $66,322 and $109,954, respectively.

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SALES TAX RECOVERABLE

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 5 –SALES TAX RECOVERABLE

Sales tax receivable

The Company recovers sales tax paid, for which returns are filed on annual basis but company was able to file the return only in 2017. This is reserved as of June 30, 2016, The Balance of $95,149 was claimed as recoverable compared to the December 31, 2015 balance of $79,681. Sales tax recoverable is a result of sales tax paid on eligible expenses.

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STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 6 – STOCKHOLDERS DEFICIT

On February 1^st 2016, the Company issued a total of 23,400,000 restricted shares of common stock to various consultants for services rendered at the price of $0.0322 per share which was the closing price on February 1^st 2016.

The following table summarizes the stock options that are issued, outstanding and exercisable

			Stock Options Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.286	February 12, 2020		10,375,000		10,375,000

As of June 30, 2016, the Company had 41,164,901 warrants to purchase common stock. All outstanding warrants have a weighted average price of $0.07 per share and have a weighted average remaining life of 3.06 years.

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

			Warrants Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.25	March 14, 2019		3,495,000		3,495,000
$	0.25	March 21, 2019		3,480,000		3,480,000
$	0.25	June 6, 2019		2,022,300		2,022,300
$	0.05	October 16, 2019		150,000		150,000
	0.04	December 31, 2019		8,125,000		8,125,000
$	0.04	January 5, 2020		8,146,225		8,146,225
	0.04	August 19, 2020		125,000		125,000
	0.00001	October 6, 2020		15,621,376		16,171,627
				41,164,901		41,715,152

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

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:

On January 1^st 2017, the Company issued 1,000,000 share of common stock to two lawyers as part of their compensation. The issuance of these securities was deemed to be exempt from the registration requirements for the securities act of 1933, as amended by virtue of sections 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

On February 1^st 2017, the Company issued 8,000,000 share of common stock to two consultants as part of their compensation. The issuance of these securities was deemed to be exempt from the registration requirements for the securities act of 1933, as amended by virtue of sections 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2016

Significant Accounting Policies Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Eastgate Biotech Corp. and its wholly-owned subsidiary Eastgate Pharmaceuticals Inc. 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 six 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

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.

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STOCKHOLDERS' DEFICIT (Tables)

6 Months Ended

Jun. 30, 2016

Summarizes warrants that are issued, outstanding and exercisable

			Warrants Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.25	March 14, 2019		3,495,000		3,495,000
$	0.25	March 21, 2019		3,480,000		3,480,000
$	0.25	June 6, 2019		2,022,300		2,022,300
$	0.05	October 16, 2019		150,000		150,000
	0.04	December 31, 2019		8,125,000		8,125,000
$	0.04	January 5, 2020		8,146,225		8,146,225
	0.04	August 19, 2020		125,000		125,000
	0.00001	October 6, 2020		15,621,376		16,171,627
				41,164,901		41,715,152

Stock Option [Member]

Summarizes warrants that are issued, outstanding and exercisable

			Stock Options Issued & Outstanding
Exercise		Expiration	June 30		December 31
Price		Date	2016		2015
$	0.286	February 12, 2020		10,375,000		10,375,000

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GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Going Concern Details Narrative
Accumulated deficit	$ (13,588,454)	$ (11,653,520)

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RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Proceeds from notes payable related party	$ 161,505	$ 159,750
Expenses paid on the Company's behalf by a related party	1,827
Repayment of related party loan		$ 5,536
Accrued interest to related parties	$ 359,121		$ 292,769
Minimum [Member]
Related Party Transaction [Line Items]
Annual interest rate	5.00%
Maximum [Member]
Related Party Transaction [Line Items]
Annual interest rate	10.00%
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Accrued interest to related parties	$ 359,121		292,769
Chief Executive Officer [Member] | Notes Payable [Member]
Related Party Transaction [Line Items]
Proceeds from notes payable related party	161,505		310,825
Expenses paid on the Company's behalf by a related party	1,827		2,337
Repayment of related party loan			5,536
Reimbursment of expense			5,432
Interest expense	$ 66,322		109,954
Increase in notes payable			$ 302,194

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SALES TAX RECOVERABLE (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Sales Tax Recoverable Details Narrative
Sales tax recoverable	$ 95,149	$ 79,681

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STOCKHOLDERS' DEFICIT (Details) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Warrants Issued & Outstanding	41,164,901	41,715,152
Stock Option [Member] | Option Expiration Date February 12, 2020 [Member]
Exercise Price	$ 0.286	$ 0.286
Warrants Issued & Outstanding	10,375,000	10,375,000

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STOCKHOLDERS' DEFICIT (Details 1) - $ / shares	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Class of Warrant or Right [Line Items]
Warrants Issued & Outstanding		41,164,901	41,715,152
Warrants Expiration Date 14 March 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.25	$ 0.25
Warrants Issued & Outstanding		3,495,000	3,495,000
Warrants Expiration Date 21 March 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.25	$ 0.25
Warrants Issued & Outstanding		3,480,000	3,480,000
Warrants Expiration Date 6 June 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.25	$ 0.25
Warrants Issued & Outstanding		2,022,300	2,022,300
Warrants Expiration Date 16 October 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 0.05	$ 0.05
Warrants Issued & Outstanding	150,000	150,000
Warrants Expiration Date 31 December 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.04	$ 0.04
Warrants Issued & Outstanding		8,125,000	8,125,000
Warrants Expiration Date 5 january 2020 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.04	$ 0.04
Warrants Issued & Outstanding		8,146,225	8,146,225
Warrants Expiration Date 19 August 2020 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.04	$ 0.04
Warrants Issued & Outstanding		125,000	125,000
Warrants Expiration Date 6 October 2020 [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.00001	$ 0.00001
Warrants Issued & Outstanding		15,621,376	16,171,627

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STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares	1 Months Ended	6 Months Ended
	Feb. 01, 2016	Jun. 30, 2016	Dec. 31, 2015
Stockholders Equity Note [Line Items]
Number of warrants to purchase common stock		41,164,901	41,715,152
Warrants [Member]
Stockholders Equity Note [Line Items]
Number of warrants to purchase common stock		41,164,901
Weighted average price per share		$ 0.07
Weighted average life		3 years 22 days
Consultants [Member]
Stockholders Equity Note [Line Items]
Shares issued for services rendered (in shares)	23,400,000
Price per share	$ 0.0322

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SUBSEQUENT EVENTS (Details Narrative)	Feb. 01, 2017 Integer shares	Jan. 01, 2017 Integer shares	Jun. 30, 2016 shares	Dec. 31, 2015 shares
Common stock, shares issued for compensation			306,272,175	282,872,175
Subsequent Event [Member] | Two lawyers [Member]
Common stock, shares issued for compensation		1,000,000
Number of lawyers | Integer		2
Subsequent Event [Member] | Consultants [Member]
Common stock, shares issued for compensation	8,000,000
Number of consultants | Integer	2