As Filed with the Securities and Exchange Commission on January 29, 2013 Registration No. 333-185050

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EASTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

2834

87-0639378

(State or jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification Number)

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

(801) 322-3401)

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Anna Gluskin

c/o Eastgate Acquisitions Corporation

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

(801) 322-3401)

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Leonard E. Neilson, Esq.

Leonard E. Neilson, P.C.

8160 South Highland Drive, Suite 209

Sandy, Utah 84093

Phone: (801) 733-0800

Fax: (801) 733-0808

Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

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)

CALCULATION OF REGISTRATION FEE


	(1)	We are registering the resale by selling stockholders of 472,450 shares of common stock that we have previously issued. In accordance with Rule 416 under the Securities Act of 1933, as amended, common stock offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
	(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act.
	(3)	Registration fee of $6.45 was paid when Form S-1 registration statement was filed on November 20, 2012

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling security holders will not sell these securities until after the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated January 29, 2013

PROSPECTUS

EASTGATE ACQUISITIONS CORPORATION

472,450 Shares of Common Stock

This prospectus relates to the offer for sale of up to 472,450 shares of our common stock, which shares may be sold from time-to-time by certain existing stockholders named in this prospectus. The selling stockholders may be deemed underwriters of the common shares that they are offering.

The shares offered for resale by this prospectus were issued in private transactions completed prior to the filing of the registrations statement, of which this prospectus is a part. This offering is not being underwritten and we will not receive any proceeds from the sale of shares. We have agreed to pay all costs and expenses of registering this offering of securities.

Our common stock is not traded on any public market. We intend to request a market maker to apply to have our common stock quoted on the Over-The-Counter Bulletin Board (“ OTCBB ”) maintained by the Financial Industry Regulatory Authority (“ FINRA ”) upon the effectiveness of the registration statement. However, there can be no assurance that the application will be approved and there is a possibility that our common stock may never trade in any market.

Selling stockholders will initially offer their shares at $0.10 per share until such time as the shares are approved for and quoted on the OTCBB. Thereafter, selling stockholders, to the extent a public market exists at such time, may offer and sell shares through public transactions at prices related to the prevailing market prices, or through private transactions at privately negotiated prices.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“ JOBS Act ”) and, as such, will be subject to reduced public company reporting requirements.

Investing in our common stock involves substantial risks. You should carefully consider the matters discussed under “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission (“ SEC ”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 29, 2013

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY

SUMMARY FINANCIAL DATA

RISK FACTORS

FORWARD LOOKING STATEMENTS

DILUTION

MARKET FOR COMMON STOCK

DIVIDEND POLICY

THE OFFERING - PLAN OF DISTRIBUTION

SELLING STOCKHOLDERS

CAPITALIZATION

LEGAL PROCEEDINGS

BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

MANAGEMENT

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

LEGAL MATTERS

EXPERTS

INTERESTS OF NAMED EXPERTS AND COUNSEL

WHERE YOU CAN FIND MORE INFORMATION

FINANCIAL STATEMENTS

______________

As used in this prospectus, unless otherwise indicated, “we”, “us”, “our”, “Eastgate” and the “company” refer to Eastgate Acquisitions Corporation.

For convenience trademarks, service marks and trade names referred to in this prospectus may be without appropriate symbols, but such omissions are not intended to indicate in any way that the owner will not assert under applicable law to the fullest extent such owner's rights to these trademarks, service marks and trade names. This prospectus contains additional trade names, trademarks and service marks of other companies which to our knowledge are the property of their respective owners.

This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted.

Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. The rules of the SEC may require us to update this prospectus in the future.

PROSPECTUS SUMMARY

This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere herein. This summary may not contain all the information that may be important to you. We are an “emerging growth company” under the federal securities laws and will therefore be subject to reduced public company reporting requirements. Before making an investment decision, you should read carefully the entire prospectus, including the information under the "Risk Factors" section and our financial statements and related notes.

Our Business

Eastgate Acquisitions Corporation, a Nevada corporation organized on September 8, 1999, has been a development stage company engaged in investigating prospective business opportunities with the intent to acquire or merge with one or more businesses. In March 2002, we changed our corporate name to Talavera’s Fine Furniture in anticipation of making an acquisition. However, the acquisition was not finalized and in November 2006, we changed our name back to Eastgate Acquisitions. In October 2007, the name was changed to Eastgate Acquisitions Corporation and we continued our search for business opportunities.

On May 22, 2012, we finalized the Patent Acquisition Agreement (“ Acquisition Agreement ”) to acquire certain products, formulas, processes, proprietary technology and/or patents and patent applications related to pharmaceutical, nutraceutical, food supplements and consumer health products (collectively referred to as the “ Acquired Products ”).

In anticipation of the Acquisition Agreement, on March 6, 2012 we effected a forward stock split of our issued and outstanding shares of common stock on a 7.75 shares for one share basis. Prior to the forward stock split, we had 1.5 million shares of common stock issued and outstanding, which increased to 11,625,000 shares following the split. All further references herein to our common stock will be on a post-split basis.

In exchange for the Acquired Products and technology, we issued at the closing to the seller, Anna Gluskin and/or her assigns, 10 million shares of Eastgate’s authorized, but previously unissued common stock, post-split. The closing of the Acquisition Agreement was initially contingent upon realizing financing of $300,000, which was subsequently reduced to $50,000.

In addition to the 10 million shares of common stock issued to the seller, the Acquisition Agreement provided for the issuance of 10 million shares of common stock to other persons in consideration for services rendered for and monies advanced to Eastgate. Those shares were issued to TGT Investment Management Inc.

Upon closing the Acquisition Agreement, we have become engaged in developing, formulating and ultimately commercializing innovative pharmaceutical, nutraceutical, food supplements and consumer health products. We intend to apply novel technologies for improvement of efficacy of the Acquired Products, based on natural or well-established compounds. It is our intention to complete formulation of the Acquired Products and to ultimately market commercialized products and compounds.

Our principal executive offices are presently located at 2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109 and our telephone number is (801) 322-3401.

Our Strategy

Our fundamental strategy is to develop patentable, improved formulations of products that can be used for treatment of various diseases and symptoms. We believe that solubility of many biologically active compounds remain a serious problem for modern drug development because many drugs are described as insoluble or poorly soluble in water. Most natural products, herbal extracts and essential oils are insoluble in water. Further, traditional approaches used to overcome low solubility may result in clinical problems ranging from low and erratic bioavailability to serious side effects, such as local irritation. Our self-emulsifying drug delivery technology is designed to develop products with visible advantages, such as lower dosing, fewer side effects and alternative dosage forms, as well as commercial advantages, such as extended patent protection and broader use. Premised on our research, we believe this technology can improve the effectiveness of poorly bioavailable drugs and provide new methods of delivery.

The Offering

Selling Stockholders

As of the date hereof, we have 31,625,000 shares of common stock issued and outstanding. Of those shares, 31,502,550 shares (approximately 99%) are held by affiliates of the company and 122,450 shares are held by non-affiliates.

The 472,450 shares being offered by selling stockholders represent approximately 1.5% of our total outstanding shares. Of the 42 selling stockholders, 9 are considered affiliates and are offering a total of 350,000 shares hereunder, which is approximately 74.1% of the shares offered hereby and approximately 1.1% of the total issued and outstanding common stock. The remaining 33 selling stockholders are considered non affiliates and are offering a total of 122,450 shares hereunder, which is approximately 25.9% of the shares offered hereby and approximately 0.4% of the total issued and outstanding shares.

For a list of selling stockholders and the number of shares offered by each, please refer to the “Selling Stockholder” section.

Shares of common stock offered by the company – None

Shares of common stock, which may be sold by selling stockholders – 472,450 shares

Use of proceeds

We will not receive any proceeds from the resale of shares offered by the selling stockholders hereby, all of which proceeds will be paid to the selling stockholders.

Risk factors - The purchase of our common stock involves a high degree of risk as highlighted herein.

Trading Market – None.

Plan of distribution

We expect that selling stockholders may sell their shares primarily through sales into the over-the-counter market, if a market is developed and maintained, from time to time at prices that they consider appropriate. See "Plan of Distribution."

Our Common Stock

We currently have an authorized capitalization of 100 million shares of common stock, par value $0.00001 per share, of which 31,625,000 shares are issued and outstanding.

SUMMARY FINANCIAL DATA

The following Eastgate financial information summarizes the more complete historical audited financial information, included at the end of this prospectus, for the years ended December 31, 2011 and 2012 and the unaudited financial information for the nine months ended September 30, 2012 and 2011.

RISK FACTORS

An investment in our common stock involves significant risks, and should not be made by anyone who cannot afford to lose his or her entire investment. You should consider carefully the following risks, together with all other information contained in this prospectus, before deciding to invest in our common stock. If any of the following events or risks should occur, our business, operating results and financial condition would likely suffer materially and you could lose all or part of your investment.

Risks Relating to Our Business

Our auditors have expressed a going concern modification to their audit report.

Our independent auditors include a modification in their report to our financial statements expressing that certain matters regarding the company raise substantial doubt as to our ability to continue as a going concern. Note 2 to the December 31, 2011 financial statements states that we have not established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. In order to continue as a going concern, we need, among other things, to secure additional capital resources to meet our operating expenses, which we plan to obtain from management and by seeking equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans. If we are unable to obtain adequate capital, we could be forced to cease operations.

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results, which could have a material adverse effect on our share price.

Effective internal controls are necessary for us to provide accurate financial reports. We are in the process of documenting and testing our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules. These regulations require, among other things, management to assess annually the effectiveness of our internal control over financial reporting. During the course of this documentation and testing, we may identify significant deficiencies or material weaknesses that we may be unable to remediate before the deadline for those reports. If our controls fail or management or our independent auditors conclude in their reports that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information and negatively affect the value of our shares. Also, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

If we are unable to develop and maintain an effective system of internal controls, including but not limited to establishing segregation of duties with respect to the preparation and review of financial statements, stockholders and prospective investors may lose confidence in the reliability of our financial reporting.

We currently have limited segregation of duties among our officers and employees with respect to the preparation and review of financial statements, which is a material weakness in internal controls. If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in the company's financial reporting which could harm the trading price of our shares.

The company and our independent public accounting firm have identified this as a material weakness in the company's internal controls. The company intends to remedy this material weakness by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the employees as soon as there are sufficient resources available. However, until such time, this material weakness will continue to exist.

We have a limited operating history and have not recorded revenues or operating profits since inception.

Although the company was formed in 1999, we have had only limited operations and no revenues since inception. We are deemed a development stage company, which is considered inherently more risky than established companies. Because we have no earnings history and there is no assurance that we will realize future revenues, there is substantial doubt as to whether we will achieve profitability. If we are unsuccessful in the development and commercialization of our products and technology, the negative effect on our business would be substantial and our future would be questionable.

We anticipate needing additional financing in order to accomplish our business plan.

At January 28, 2013, we had cash on hand of $97,876, the result of a loan from our CEO. Management estimates that we will require approximately an additional $5,000,000 over the next twelve months to fully implement our current business plan. We expect to incur numerous expenses in our efforts to develop and eventually commercialize our products. There is no assurance that we will be able to secure necessary financing, or that any financing available will be available on terms acceptable to us, or at all. Also, any additional offerings of

our common stock will dilute the holdings of our then-current stockholders. If necessary, our directors or other stockholders may agree to loan funds to the company, although there are no formal agreements to do so. If we are unable to raise sufficient capital, we would not be able to continue our product development and we would likely have to curtail operations.

Our future success depends on our ability to develop products and technology and ultimately generate revenues from their commercialization, which may be subject to many factors.

Our operations to date have been limited to acquiring the Acquired Products and organizing and staffing our company. Our prospective products are in the early stage o development and we have not yet demonstrated the ability to successfully develop and market any products. The potential to generate future revenues and profits from our business depends on many factors, including, but not limited to the following:

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our ability to secure adequate funding to develop our products and technology into commercially viable products and to obtain regulatory approval of our products;

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our ability to market those products;

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the cost and expenses associated with developing products and gaining regulatory approvals;

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the size and timing of future customer orders, product delivery and customer acceptance, if required;

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the costs of maintaining and expanding operations;

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our ability to compete with existing and new entities that offer the same or similar products; and

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our ability to attract and retain a qualified work force as business warrants.

There can be no assurance that we will be able to achieve any of the foregoing factors or realize revenues and profitability in the immediate future, or at any time.

Due to legal and factual uncertainties regarding the scope and protection afforded by patents and other proprietary rights, we may not have meaningful protection from competition.

Our long-term success will substantially depend upon our ability to protect our proprietary technologies from infringement, misappropriation, discovery and duplication and avoid infringing the proprietary rights of others. Our patent rights and the patent rights of biotechnology and pharmaceutical companies in general, are highly uncertain and include complex legal and factual issues. These uncertainties also mean that any patents that we own or will obtain in the future could be subject to challenge and, even if not challenged, may not provide us with meaningful protection from competition. Due to ongoing capital needs, we may not possess the financial resources necessary to enforce our patents. Patents already issued to us or our pending applications may become subject to dispute, and any dispute could be resolved against us.

If our patents are determined to be unenforceable or expire, or if we are unable to obtain new patents based on current patent applications or for future inventions, we may not be able to prevent others from using our intellectual property.

Our future success will depend in part on our ability to:

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obtain and maintain patent protection with respect to our products;

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prevent third parties from infringing upon our proprietary rights;

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maintain trade secrets;

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operate without infringing upon the patents and proprietary rights of others; and

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obtain appropriate licenses to patents or proprietary rights held by third parties if infringement would otherwise occur.

We have certain pending patent applications with the United States Patent and Trademark Office, specifically on our Nano E-drops, Puralen, Glucose control natural extract, Anticonvulsant oral spray and Urban Power. We may not be successful in securing final patents on these or other products or be able to maintain or extend the patents if necessary. There can be no assurance that any patents issued to us will not be challenged, invalidated, infringed on or circumvented, or that the rights granted thereunder will provide competitive advantages to us.

If we fail to obtain necessary regulatory approvals, we may not be allowed to commercialize our products and we will not generate revenues.

Satisfaction of all regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product candidate, and requires the expenditure of substantial resources for research, development and testing. Our research and clinical approaches may not lead to products or drugs that the U.S. Food and Drug Administration (“ FDA ”) considers safe for humans and effective for indicated uses. The FDA may require us to conduct additional clinical testing, in which case we would have to expend additional time and resources. The approval process may also be delayed by changes in government regulation, future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals may:

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delay commercialization of, and product revenues from, our product candidates;

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impose costly procedures on us; and

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diminish the competitive advantages that we would otherwise enjoy.

In foreign jurisdictions, we may have to receive marketing authorizations from the appropriate regulatory authorities before we can commercialize and market our products. Foreign regulatory approval processes generally include all of the aforementioned requirements and risks associated with regulatory approval in the United States.

If we are unable to obtain requisite regulatory approvals, we would be unable to commercialize our products or to realize any future revenues. This would have a material adverse effect on our business and we may be forced to cease operations.

We may not be able to maintain necessary confidentiality of our technology and proprietary information.

Patent applications in the U.S. are confidential for a period of time until they are published. Publication of discoveries in scientific or patent literature typically lags actual discoveries by several months. As a result, we cannot be certain that the inventors listed in any patent or patent application owned by us were the first to conceive of the inventions covered by such patents and patent applications, or that such inventors were the first to file patent applications for such inventions.

We also may rely on unpatented trade secrets and know-how and continuing technological innovation to develop and maintain our competitive position, which we may seek to protect, in part, by confidentiality agreements. Presently, we do not have any such agreements. There can be no assurance, however, that future agreements will not be breached, that we will have adequate remedies for any breach, or that trade secrets will not otherwise become known or be independently discovered by competitors.

Our product development program may not be successful.

In addition to the development of the Acquired Products, we expect to pursue development of other potential products in the future. None of our potential pharmaceutical product candidates have commenced clinical trials and there are a number of FDA requirements that we must satisfy in order to commence clinical trials. These requirements will require substantial time, effort and financial resources. We may never satisfy these requirements. In addition, prior to commencing any trials of a drug candidate, we must evaluate whether a market exists for a particular candidate. This is costly and time consuming, and any market studies we rely on may not be accurate. We may expend significant capital and other resources on a candidate and find that no commercial market exists for the drug. Even if we are not required to obtain FDA pre-market approval for our potential product candidates, we will still be subject to a number of federal and state regulations, including regulation by the FDA and the Federal Trade Commission on any marketing claims we make and, we may be unable to satisfy these requirements. As a result, we may never successfully develop and obtain approval to market and sell any of our potential product candidates. Even if we do develop and obtain approval to market and sell such product candidates, we may be unable to compete against the many products and treatments currently being offered or under development by other established, well-known and well-financed cosmetic, health care and pharmaceutical companies.

Government agencies may establish and promulgate guidelines that directly apply to our products that may affect the use of our drugs.

Government agencies, professional societies, and other groups may establish guidelines that could apply to our potential future products and technologies. These guidelines could address such matters as usage and dose of our products, among other factors. Application of such guidelines could mitigate the potential use of our products.

If approved, there is no guarantee that the market will accept our products. If we are not successful in introducing products or if the market does not accept our products, our business, financial position, results of operations and stock price would be materially and adversely affected.

Even if we obtain regulatory approvals for our products, uncertainty exists as to whether the market will accept them. A number of factors may limit market acceptance including timing of regulatory approvals and market entry relative to competitive products, availability of alternative products, pricing, availability of third party reimbursement and the extent of our marketing efforts. We cannot assure you that our products will receive market acceptance in a commercially viable period of time, if at all. We cannot be certain that any investment made in developing products will be recovered, even if we are successful in commercialization. To the extent that we expend significant resources on research and development efforts and are not able, ultimately, to introduce successful new products, our business will be materially and adversely affected and the market value of our common stock would decline.

We may not become or remain profitable even if our products are approved for sale.

Even if we obtain regulatory approval to market our pharmaceutical products or product candidates, many factors may prevent the products from ever being sold in commercial quantities. Some of these factors are beyond our control, such as:

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acceptance of the formulation or treatment by health care professionals and patients;

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the availability, effectiveness and relative cost of alternative treatments that may be developed by competitors; and

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the availability of third-party (i.e. insurer and governmental agency) reimbursements.

We must depend upon others for marketing and distribution of products. It may become necessary to enter into contracts that limit our potential benefits and control we have over our products. We intend to rely on collaborative arrangements with one or more other companies that possess strong marketing and distribution resources to perform these functions for us, although we have not finalized any such agreements to date. In addition, we will not have the same control over marketing and distribution that we would have if we conducted these functions ourselves.

We may not be able to compete with treatments now being marketed and developed, or which may be developed and marketed in the future by other companies.

Our products will compete with existing and new therapies and treatments. Numerous pharmaceutical, biotechnology and drug delivery companies, hospitals, research organizations, individual scientists and non-profit organizations are engaged in the development of alternatives to our technologies. Most all of these companies have greater research and development capabilities, experience, manufacturing, marketing, financial and managerial resources than we do. Collaborations or mergers between large pharmaceutical or biotechnology companies with competing drug delivery technologies could enhance our competitors’ financial, marketing and other resources. Developments by other drug delivery companies could make our products or technologies uncompetitive or obsolete. Accordingly, our competitors may succeed in developing competing technologies, obtaining FDA approval for products or gaining market acceptance more rapidly than we can.

If government programs and insurance companies do not agree to pay for or reimburse patients for our pharmaceutical products, our success will be negatively impacted.

Sales of our potential pharmaceutical products in U.S. and other markets will depend in part on the availability of reimbursement by third-party payers such as government health administration authorities, private health insurers and other organizations. Third-party payers often challenge the price and cost-effectiveness of medical products and services. Governmental approval of health care products does not guarantee that these third-party payers will pay for the products. Even if third-party payers do accept our product, the amounts they pay may not be adequate to enable us to realize a profit. Legislation and regulations affecting the pricing of pharmaceuticals may change before our products are approved for marketing and any such changes could further limit reimbursement.

We face significant product liability risks, which may have a negative effect on our financial condition.

The administration of drugs or treatments to humans, whether in clinical trials or commercially, can result in product liability claims whether or not the drugs or treatments are actually at fault for causing an injury. Furthermore, our pharmaceutical products may cause, or may appear to have caused, serious adverse side effects (including death) or potentially dangerous drug interactions that we may not learn about or understand fully until the drug or treatment has been administered to patients for some time. Product liability claims can be expensive to defend and may result in large judgments or settlements against us, which could have a severe negative effect on our financial condition.

Developments by competitors may render our products or technologies obsolete or non-competitive.

Alternative technologies and products similar to ours are being developed by other companies. Some of these products may be in clinical trials or are awaiting approval from the FDA. In addition, companies that sell generic products represent substantial competition. Most competitors have greater capital resources, larger research and development staffs and facilities and more experience in drug development and in obtaining regulatory approvals. These organizations also compete with us to attract qualified personnel and partners for acquisitions, joint ventures or other collaborations. If we are unable to successfully compete with these other companies, our business will be negatively affected.

We are dependent upon our directors, officer and consultants, the loss of any of whom would negatively affect our business.

We are dependent upon the efforts of our directors, officers and consultants to operate our business. Should any of these persons leave or otherwise be unable to perform their duties, or should any consultant cease their activities for any reason before qualified replacements could be found, there could be material adverse effects on our business and prospects. We have not entered into employment agreements with any individuals and do not maintain key-man life insurance. Unless and until additional employees are hired, our attempt to manage our projects and meet our obligations with such a limited staff could have material adverse consequences, including without limitation, a possible failure to meet a contractual or SEC deadline or other business related obligation.

We may not be able to manage future growth effectively, which could adversely affect our operations and financial performance.

The ability to manage and operate our business as we execute our business plan will require effective planning. Significant future rapid growth could strain management and internal resources that would adversely affect financial performance. We anticipate that potential future growth could place a significant strain on personnel, management systems, infrastructure and other resources. Our ability to manage future growth effectively will also require attracting, training, motivating, retaining and managing new employees and continuing to update and improve operational, financial and management controls and procedures. If we do not manage growth effectively, our operations could be adversely affected resulting in slower growth and a failure to achieve or sustain profitability.

Being a public company involves increased administrative costs, which could result in lower net income and make it more difficult for us to attract and retain key personnel.

As a public company subject to the reporting requirements of the Securities Exchange Act of 1934 (the “ Exchange Act ,”) we incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, require changes in corporate governance practices of public companies. We expect these new rules and regulations will increase our legal and financial compliance costs and make some activities more time consuming. For example, in connection with being a public company, we may have to create new board committees, implement additional internal controls and disclose controls and procedures, adopt an insider trading policy and incur costs relating to preparing and distributing periodic public reports. These rules and regulations could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee.

The recently enacted JOBS Act reduces certain disclosure requirements for “emerging growth companies,” thereby decreasing related regulatory compliance costs. We qualify as an emerging growth company as of the date of this offering and may continue to qualify as an “emerging growth company” for up to five years. However, we would cease to qualify as an emerging growth company if:

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we have annual gross revenues of $1.0 billion or more in a fiscal year;

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we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or

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we become a “ large accelerated filer ” , defined by the SEC as a company with a word-wide public float of its common equity of $700 million or more.

Upon the occurrence of any of the above, we would not be able to take advantage of the reduced regulatory requirements and any associated cost savings.

Risks Relating to the Offering and Ownership of Our Common Stock

Currently, there is no public market for our common stock and there can be no assurance that any public market will ever develop or that our stock will be quoted for trading.

As of the date of this prospectus, there has not been any established trading market for our common stock and there is currently no public market whatsoever for our shares. We intend to contact a broker/dealer to make an initial application to FINRA to have our common shares quoted on the OTCBB. There can be no assurance that FINRA will approve the application or, if approved, that any market for our common stock will develop. If a trading market does develop, we cannot predict the extent to which investor interest will result in an active, liquid trading market.

We do not anticipate our common stock to be followed by any market analysts and, most likely, only a few institutions would act as market makers for our shares. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops, if ever, the price at which the shares trade will probably fluctuate significantly. Share price will likely be determined in the market and may be influenced by many factors including liquidity, business developments, investor perception and general economic and market conditions. No assurance can be given that an orderly or liquid market for our shares will be developed or maintained. Because of the anticipated low price of our common stock, many brokerage firms may not be willing to effect transactions in our common stock.

The stock price of our common stock in the public market may be volatile and subject to numerous factors.

There can be no assurance that our common stock will be accepted for quotation on the OTCBB or that an active trading market for our shares will ever develop or be maintained. Accordingly, even if a market is created it could be difficult for holders of our common stock to liquidate their shares. Any trading market for our shares will most likely be very volatile and subject to numerous factors, many beyond our control. Some factors that may influence the price of our shares are:

●

our ability to develop our patents and technology into commercially viable products;

●

our ability to achieve and maintain profitability;

●

changes in earnings estimates and recommendations by financial analysts;

●

actual or anticipated variations in our quarterly and annual results of operations;

●

changes in market valuations of similar companies;

●

announcements by us or our competitors of significant contracts, new products or drugs, acquisitions, commercial relationships, joint ventures or capital commitments; and

●

general market, political and economic conditions.

In the past, following periods of extreme volatility in the market price of a particular company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert management's time and attention, which would otherwise be used to benefit our business.

Any trading market that may develop could be restricted because of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws.

Transfer of our common stock may be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as Blue Sky laws. Individual state Blue Sky laws could make it difficult or impossible to sell our common stock in those states. A number of states require that an issuer’s securities be registered in their state, or appropriately exempted from registration, before the securities can trade in that state. We have no immediate plans to register our securities in any particular state. Absent compliance with such laws, our common stock may not be traded in such jurisdictions. Whether stockholders may trade their shares in a particular state is subject to various rules and regulations of that state.

Future operating results are difficult to predict.

We will likely experience significant quarter-to-quarter fluctuations in revenues and net income (loss) in the future. Until we are able to emerge from the development stage, we are not likely to realize any significant revenues and our quarter-to-quarter comparisons of historical operating results will not be a good indication of future performance. It is likely that in some future quarter, operating results may fall below the expectations of securities analysts and investors, which could have negative impact on the price of our common stock.

Effective voting control of our company is held by directors and certain principal stockholders.

Approximately 99% of our outstanding shares of common stock are held by directors and a small number of principal (5%) stockholders. These persons have the ability to exert significant control in matters requiring stockholder vote and may have interests that conflict with other stockholders. As a result, a relatively small number of stockholders acting together, have the ability to control all matters requiring stockholder approval, including the election of directors and approval of other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.

We do not expect to pay dividends in the foreseeable future, which could make our stock less attractive to potential investors.

We anticipate that we will retain any future earnings and other cash resources for operation and business development and do not intend to declare or pay any cash dividends in the foreseeable future. Any future payment of cash dividends will be at the discretion of our board of directors after taking into account many factors, including operating results, financial condition and capital requirements. Corporations that pay dividends may be viewed as a better investment than corporations that do not.

Future trading in our shares will most likely be subject to certain "penny stock” regulation, which could have a negative effect on the price of our shares in the marketplace.

In the event our common stock is approved for quotation of the OTCBB or other marketplace, of which there can be no assurance, trading will likely be subject to certain provisions and broker-dealer requirements, commonly referred to as penny stock rules, promulgated under the Exchange Act. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These sales practice provisions may require a broker dealer to:

●

make a special suitability determination for purchasers of penny stocks;

●

receive the purchaser's prior written consent to the transaction; and

●

deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock, which would affect the ability of stockholders to sell their shares. Broker-dealers may consider these requirements to be too cumbersome and impact their willingness to make a market in our shares. Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

Future sales or the potential for sale of a substantial number of shares of our common stock could cause our market value to decline.

As of the date of this prospectus, we have 31,625,000 shares of common stock outstanding, of which 472,450, shares, or approximately 1.5% of the total outstanding, are being offered by selling stockholders under this prospectus. The shares offered by selling stockholders will be freely tradable without restriction upon the effectiveness of our registration statement.

Of the remaining shares outstanding, 31,152,550 shares are considered restricted securities and may be sold only pursuant to a registration statement or the availability of an appropriate exemption from registration, such as Rule 144. Our stockholders may not avail themselves to Rule 144 until May 29, 2013. Sales of a substantial number of these restricted shares in the public markets, or the perception that these sales may occur, could cause the market price of our common stock to decline and materially impair our ability to raise capital through the sale of additional equity securities.

In the event we issue additional common stock in the future, current stockholders could suffer immediate and significant dilution, which could have a negative effect on the value of their shares.

We are authorized to issue 100 million shares of common stock, of which 68,375,000 shares are unissued. Our board of directors has broad discretion for future issuances of common stock, which may be issued for cash, property, services rendered or to be rendered, or for several other reasons. We also could possibly issue shares to make it more difficult or to discourage an attempt to obtain control of the company by means of a merger, tender offer, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations the board determines that a takeover proposal was not in the company's best interests, unissued shares could be issued by the

board without stockholder approval. This might prevent, or render more difficult or costly, completion of an expected takeover transaction.

We do not presently contemplate additional issuances of common stock in the immediate future, except to raise addition capital, although we presently do not have an agreement or understanding to sell additional shares. Our board of directors has authority, without action or vote of our stockholders, to issue all or part of the authorized but unissued shares. Any future issuance of shares will dilute the percentage ownership of existing stockholders and likely dilute the book value of the common stock, which could cause the price of our shares to decline and investors in the shares to lose all or a portion of their investment.

The existence of warrants, options, debentures or other convertible securities would likely dilute holdings of current stockholders and new investors.

As of the date of this prospectus, there are no options, warrants or other rights outstanding to purchase our common stock. If management decides to issue convertible securities, such as funding instruments or incentive options to key employees, the existence of these convertibles may hinder future equity offerings. The exercise of outstanding options or convertible securities would further dilute the interests of all of our existing stockholders. Future resale of common shares issuable on the exercise of convertible securities may have an adverse effect on the prevailing market price of our common stock. Furthermore, holders of convertible securities may have the ability to exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favourable to us.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act. Accordingly, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. Additionally, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to take advantage of the benefits of this extended transition period and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

As long as we are an emerging growth company, we cannot predict if investors will find our common stock less attractive because we may rely on exemptions provided by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

FORWARD-LOOKING INFORMATION

This prospectus contains certain forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those risks discussed in the “Risk Factors” section beginning on page 6. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

DILUTION

We are not offering or selling any of the shares of common stock in this offering. All of the offered shares are held by selling stockholders and, accordingly, no dilution will result from the sale of the shares.

MARKET FOR OUR COMMON STOCK

There is not currently, nor has there ever been, a public trading market for our common stock. As of the date hereof, there are approximately 43 stockholders of record of our common stock. We are requesting a broker/dealer to make an initial application to FINRA to have our shares quoted on the OTCBB. The application consists of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Exchange Act.

Inclusion on the OTCBB will permit price quotations for our shares to be published by that service, although we do not anticipate a public trading market in our shares in the immediate future. Except for the application to the OTCBB, we have no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. There can be no assurance that our shares will be accepted for quotation and trading on the OTCBB or any other recognized trading market. Also, there can be no assurance that a public trading market will develop following acceptance by the OTCBB or at any other time in the future or, that if such a market does develop, that it can be sustained.

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.

Penny Stock Rule

It is unlikely that our securities will be listed on any national or regional exchange or The Nasdaq Stock Market in the foreseeable future. Therefore our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for broker-dealer transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is:

●

registered and traded on a national securities exchange meeting specified criteria set by the SEC;

●

authorized for quotation on The Nasdaq Stock Market;

●

issued by a registered investment company;

●

excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or

●

exempted from the definition by the SEC.

Broker-dealers who sell penny stocks to persons other than established customers and accredited investors, are subject to additional sales practice requirements. An accredited investor is generally defined as a person with assets in excess of $1,000,000, excluding their principal residence, or annual income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and receive the purchaser's written consent to the transaction prior to the purchase. Additionally, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

These requirements may be considered cumbersome by broker-dealers and impact the willingness of a particular broker-dealer to make a market in our shares, or they could affect the value at which our shares trade. Classification of the shares as penny stocks increases the risk of an investment in our shares.

Rule 144

A total of 31,152,550 shares of our common stock presently outstanding and not being registered for resale under this prospectus, are deemed to be “restricted securities” as defined by Rule 144 under the Securities Act of 1933 (the “ Securities Act ”). Rule 144 is the common means for a stockholder to resell restricted securities and for affiliates, to sell their securities, either restricted or non-restricted control shares. The SEC amended Rule 144, effective February 15, 2008.

Under the amended Rule 144, an affiliate of a company filing reports under the Exchange Act who has held their shares for more than six months, may sell in any three-month period an amount of shares that does not exceed the greater of:

●

the average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or

● 1% of the shares then outstanding.

Sales by affiliates under Rule 144 are also subject to certain requirements as to the manner of sale, filing appropriate notice and the availability of current public information about the issuer.

A non-affiliate stockholder of a reporting company who has held their shares for more than six months, may make unlimited resales under Rule 144, provided only that the issuer has available current public information about itself. After a one-year holding period, a non-affiliate may make unlimited sales with no other requirements or limitations.

An important exception to the availability of the amended Rule 144 is that Rule 144 is not available for either a reporting or non-reporting shell company, unless the company:

●

has ceased to be a shell company;

●

is subject to the Exchange Act reporting obligations;

●

has filed all required Exchange Act reports during the preceding twelve months; and

●

at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

Because we were classified as a “ shell ” company, stockholders who currently hold restricted shares of common stock, will not be able to rely on Rule 144 until one year after we ceased to be a shell company and have filed with the SEC adequate information that we are no longer a shell company. On May 29, 2012, we filed a Form 8-K Current Report announcing that were completed the Acquisition Agreement and that we were no longer considered a shell company. The information included in the Form 8-K was intended to be adequate information that would otherwise be included in a registration statements. Accordingly, our stockholders, both affiliates and non affiliates, will be eligible to use Rule 144 after May 29, 2013, one year from the initial filing of the Form 8-K.

We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, if a market for our shares develops, but such sales may have a substantial depressing effect on such market price.

DIVIDEND POLICY

We have never declared cash dividends on our common stock, nor do we anticipate paying any dividends on our common stock in the future.

THE OFFERING – PLAN OF DISTRIBUTION

Commencing the date of this prospectus, selling stockholders identified herein may offer and sell up to 472,450 shares of our common stock. Selling stockholders will initially offer their shares at $0.10 per share until such time as the shares are approved for and quoted on the OTCBB. Thereafter, the shares will be offered at market prices, if a market develops, or at privately negotiated prices. There is currently no trading market or quoted price for our stock. The above offering price has been arbitrarily determined without any relation to factors such as a value determination, price earnings ratio, book value, or any other objective criteria.

Contemporaneously with the filing of the registration statement, to which this prospectus relates, we will request that a broker-dealer submit an application to have our shares quoted on the OTCBB. There can be no assurance that our shares will be accepted by the OTCBB, or that an active market for our shares will be established.

The term "selling stockholders" includes pledges, transferees or other successors-in-interest selling shares received from the selling stockholders as pledges, assignees, borrowers or in connection with other non-sale-related transfers. This prospectus may also be used by transferees of selling stockholders, including broker-dealers or other transferees who borrow or purchase the shares to settle or close out short sales. Selling stockholders will act independently of the company in making decisions with respect to the timing, manner and size of each sale or non-sale related transfer. We will not receive any of the proceeds from sales by the selling stockholders.

At such time when our shares are approved for quotation on the OTCBB, we expect selling stockholders will sell their shares primarily through the over-the-counter at prevailing market prices. Selling stockholders may sell, from time-to-time in, one or more transactions at or on any stock exchange, market or trading facility on which the

shares are traded, or in private transactions. Sales may be made at fixed or negotiated prices, and may be affected by means of one or more of the following transactions, which may involve cross or block transactions:


	●	Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


	●	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;


	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;


	●	an exchange distribution in accordance with the rules of the applicable exchange;


	●	Privately negotiated transactions;


	●	settlement of short sales;


	●	transactions in which broker-dealers may agree with one or more selling stockholders to sell a specified number of such shares at a stipulated price per share;


	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or


	●	a combination of any of the above or any other method permitted pursuant to applicable law.

Selling stockholders may also sell shares under existing exemptions under the Securities Act, such as Rule 144 if available, rather than under this prospectus. Each selling stockholder has the sole discretion to not accept any purchase offer or make any sale if they deem the purchase price to be unsatisfactory at a particular time. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.

Broker-dealers engaged by selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser in amounts to be negotiated. Selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

In connection with sales of common stock or interests therein, selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales in the course of hedging the positions they assume. Selling stockholders may engage in short sales, puts and calls or other transactions in our shares or derivatives of our securities, and may sell and deliver shares in connection with these transactions.

Selling stockholders and broker-dealers or agents involved in an arrangement to sell any of the offered shares may, under certain circumstances, will be deemed an "underwriter" within the meaning of the Securities Act. Any profit on such sales and any discount, commission, concession or other compensation received by any such underwriter, broker-dealer or agent, may be deemed an underwriting discount and commission under the Exchange Act. No selling stockholder has informed us that they have an agreement or understanding, directly or indirectly, with any person to distribute the common stock. If a selling stockholder notifies us that they have a material arrangement with a broker-dealer for the resale of their shares, we will be required to amend the registration statement, of which this prospectus is a part, and file a prospectus supplement to describe such arrangement.

We have agreed to pay all fees and expenses related to the registration of the common stock, including SEC filing fees. Each selling stockholder will be responsible for all costs and expenses in connection with the sale of their shares, including brokerage commissions or dealer discounts. We will indemnify selling stockholders against certain losses, claims, damages and liabilities, including certain liabilities under the Securities Act.

Common shares sold pursuant to this prospectus will be considered freely tradable in the hands of persons acquiring the shares, other than our affiliates.

Selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of our common stock by them. The foregoing may affect the marketability of such securities. To comply with the securities laws of certain jurisdictions, if applicable, the common stock will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers.

Selling stockholders and others participating in the sale or distribution of the shares offered hereby, are subject to Regulation M of the Exchange Act. With certain exceptions, Regulation M restricts certain activities of, and

limits the timing of purchases and sales of shares by, selling stockholders, affiliated purchasers and any broker-dealer or other person participating in the sale or distribution. Under Regulation M, these persons are precluded from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security subject to the distribution until the distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of these limitations may affect the marketability of the shares offered by this prospectus.

No selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

SELLING STOCKHOLDERS

We are registering the common stock offered for resale pursuant to this prospectus in order to afford stockholders the opportunity to sell their shares in a public transaction. Selling stockholders are offering up to 472,450 shares of our common stock. The following table provides information regarding the beneficial ownership of our common stock being offered by selling stockholders. Each selling stockholder’s percentage of ownership depicted below is based on 31,625,000 shares outstanding as of the date of this prospectus. The table includes the number of shares owned beneficially by each selling stockholder, the number of shares that may be offered for resale and the number of shares to be owned beneficially by each selling stockholder after the offering. The table has been prepared on the assumption that all the shares of common stock offered hereby will be sold.

Of the 472,450 shares offered, 350,000 shares (74.1%) are being offered by 9 stockholders considered to be affiliates, whether as an officer, director, promoter or principal (5%) stockholders. These stockholders are as follows:

Directors

Anna Gluskin

50,000 shares

Mirjana Hasanagic

25,000 shares

Brian Lukian

25,000 shares

Geoff Williams

50,000 shares

Officers

Joseph Schwarz

25,000 shares

Michael Weisspapir

25,000 shares

5% Stockholders

Edward Cowle

50,000 shares

TGT Investments

50,000 shares

H. Deworth Williams

50,000 shares

In computing the number of shares beneficially owned by a selling stockholder and the percentage ownership of that selling stockholder, we have included all shares of common stock owned or beneficially owned by that selling stockholder. Each selling stockholder may offer shares for sale, from time-to-time, in whole or in part. Except where otherwise noted, each selling stockholder named below has, to the best of our knowledge, sole voting and investment power with respect to the shares beneficially owned by them.

Any or all of the securities listed below may be retained by any of the selling stockholders and, therefore, no accurate forecast can be made as to the number of securities that will be held by the selling stockholders upon termination of this offering. The selling stockholders are not making any representation that any shares covered by this prospectus will be offered for sale.

Notes to Table:

(1)

TGT Investment Management Inc. is privately held investment holding company, of which investment and voting control is held by Rose Perri.

CAPITALIZATION

The following table sets forth our actual capitalization at September 30, 2012. This table should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.

Common stock: 100,000,000 shares authorized,


	Par value of $0.00001; 31,625,000 shares issued and outstanding		316
Additional paid-in capital		134,884

Deficit accumulated during development stage

(518,982)


Total stockholders' deficit	$ (383,782)

LEGAL PROCEEDINGS

From time-to-time, we may be involved in various claims, lawsuits, and disputes with third parties incidental to the normal operations of our business. As of the date of this prospectus, we are not aware of any material claims, lawsuits, disputes with third parties or regulatory proceedings that would have a material affect on our company.

BUSINESS

We are engaged in the development and ultimate formulation of other novel formulations of natural compounds and OTC products, which have perceived limitations in effective use for human consumption. We intend to accomplish this by using a proprietary, self-emulsifying drug delivery systems, predominantly forming nanoemulsions. We anticipate that we will be able to develop patentable formulations of pharmaceutical,

nutraceutical food supplements and consumer health products that can be used for treatment of various diseases and symptoms. By using a self-emulsifying drug delivery technology, we believe that the resulting products will enable lower dosing, fewer side effects and alternative dosage forms, as well as commercial advantages, such as extended patent protection and broader use.

The self-emulsifying drug delivery technology includes two different approaches to improve the effectiveness of poor bioavailable drugs and provides new methods of delivery. These consist of (i) a self-nanoemulsifying vehicle for oral or topical use, and (ii) a delivery system with improved solubility of incorporated compounds. We believe that our technologies can improve the efficacy of existing products and formulations based on natural or well-established compounds and known biologically active compounds.

In developing our products, we intend to use modern delivery technologies. Some examples are:

●

nanoemulsification,

●

polymer-lipid mixed micelles,

●

enhanced sublingual and transmucosal drug transport from various fast dissolving / fast absorbing oral forms, and

●

bioavailability improvement of poorly soluble compounds for molecules with known biological activity and well established safety profiles.

We believe these methods will significantly decrease requirements for preclinical investigations and clinical testing, accelerate the clinical approval process, shorten the time to market, and simplify the steps of the product development process.

Our products being developed contain several existing formulations based on natural compounds in the areas of wellness, health protection, infection control and treatment, skin improvement, weight and blood glucose management. Many of our products are made of herbal essential oils and extracts, which have shown efficacy in treatment and prevention of urinary tract infections and cystitis, liver diseases, gastric ulcers, skin papilloma and other disorders. Additionally, some products use nanoemulsions and solubilized systems with enhanced absorption via topical and transmucosal ways. These products are designed to fulfill the demand in treatment of different medical conditions, which are not well addressed with existing pharmaceutical or natural medicines.

Our technologies use carrier components that we believe are safe and approved for human consumption and can be manufactured using common equipment. We believe that these approaches are patentable and suitable for wide variety of active compounds. They can be applied to a variety of components and allow development of products for different applications and different routes of administration.

In October 2012, Eastgate Pharmaceuticals Inc., a Province of Ontario, Canada corporation, became our wholly owned subsidiary. Initially, we deposited into Eastgate Pharmaceuticals the $100,000 proceeds from a demand promissory note and subsequently the subsidiary was the signing party to a distribution agreement we entered into with Mediq Dansmark A/S in December 2012. We anticipate that we may conduct many of our future operations in Canada through the subsidiary.

Glossary of Terms

To better understand the information discussed herein, we are including the following description of some of the terms used herein.

Bioavailability. A measurement of the rate and extent to which a drug is absorbed into the blood stream. An increase of bioavailability of 50% may allow for a decrease in the necessary dosage of the drug by 1.5 times, subsequently diminishing the side effects.

Bioadhesion. A property of a substance to adhere to body tissues and remain there for an extended period of time.

Chylomicrons . Chylomicrons are lipoprotein particles formed from digested food lipids, created by the absorptive cells of the small intestine. They transport required lipids to the liver, spleen, cardiac and skeletal muscle tissue, where their content is unloaded by the activity of the enzymes. Chylomicrons have a diameter of 75 to 1,200 nanometers (“ nm ”). They are released into lymphatic vessels in the small intestine and are then secreted into the bloodstream.

Emulsion. A mixture of two liquids that are normally not miscible (unblendable). In oil-in-water emulsion, for example, liquid oil is dispersed in the water with help of surfactant.

Excipient . Generally an inert or inactive material used as a carrier for an active ingredient or drug.

Hydrophobic compounds. Compounds that are repelled by water and are usually insoluble in water. Examples of hydrophobic compounds include oils, fats, waxes and greasy substances. The word hydrophobic is constructed of two Greek words; hydro – water, and phobe – fear, which means something with a fear of water.

Homogeneous vehicle of water miscible non-irritating polar solvents and pharmaceutically acceptable surfactants. Relates to efficient vehicle for enhanced local and transdermal delivery of hydrophobic poorly soluble compounds.

In situ. Describes the process happening in the moment of combining of two different phases or components. Nanoemulsion forms “in situ” after combining of SNEDDS (defined below) and water media without use of any special equipment or application of additional force.

Micelles and polymer-lipid micelles. A micelle is an aggregate of surfactant molecules, having polar heads and non-polar tails. A typical micelle in aqueous solution forms an aggregate with the hydrophilic "head" regions in contact with while the hydrophobic tails form the micelle core. The driving force for spontaneous micelle formation is the hydrophobic interaction. Combination of some surfactants, lipidic components and polymeric molecules leads to formation of “polymer-lipid mixed micelles.” These mixed micelles demonstrate high drug loading and improved stability

Nanoemulsion. Nanoemulsion is thermodynamically stable emulsion where two immiscible liquids (water and oil phases) are mixed to form a biphasic system by means of an appropriate surfactants. Nanoemulsion droplet sizes fall typically in the narrow range of 10-200 nm and show narrow size distributions. The use of nanoemulsions as drug carriers show promise for the future of cosmetics, diagnostics, drug therapies, and biotechnology.

Nanoemulsification and self-nanoemulsifying drug delivery system (SNEDDS). Self-emulsifying microemulsions (SMEDDS) or self-emulsifying nanoemulsions (SNEDDS) are homogenous mixtures of natural or synthetic oils, surfactants and, sometimes, one or more pharmaceutical compounds. During combining of self-emulsifying composition with aqueous media, such as saliva, blood, gastrointestinal (GI) fluid and other, a fine oil-in-water (o/w) emulsion with average droplets size smaller than 300 nm, usually in range 10-100 nm forms immediately (“ in situ” nanoemulsification). Fine oil droplets are absorbed rapidly in the gastro-intestinal tract. In contrast to traditional submicron emulsions, SNEDDS are physically stable formulations that are easy to manufacture. Additionally, SNEDDS may improve the rate and extent of drug absorption and pharmacokinetics parameters of lipophilic drugs

Surfactants. A surfactant is a compound that stabilizes mixtures of oil and water by reducing the surface tension at the interface between the oil and water phases. Because water and oil do not dissolve in each other, a surfactant has to be added to the mixture to keep droplets from merging and separating into layers.

Product Overview

Our fundamental strategy is to develop patentable, improved formulations of products that can be used for treatment of various diseases and symptoms. Low solubility of many biologically active compounds remain a serious problem for modern drug development, with over one-third of the drugs described as insoluble or poorly soluble in water. Many natural products, herbal extracts and essential oils are insoluble in water. Further, traditional approaches used to overcome low solubility can result in clinical problems ranging from low and erratic bioavailability to serious side effects such as local irritation. We believe that our self-emulsifying drug delivery technology is designed to develop products with visible advantages, such as lower dosing, fewer side effects and alternative dosage forms, as well as anticipated commercial advantages, such as extended patent protection and broader use. We believe this technology can improve the effectiveness of poorly bioavailable drugs and provide new methods of delivery.

Self-Emulsifying vehicle for oral use

Our self-emulsifying vehicle is a delivery system built with a combination of scientifically selected, physiologically acceptable components in a predetermined ratio. All active components are dissolved in the vehicle which provides an immediate formation of oil-in-water emulsion after contact with water media. The oil droplets of the formed emulsion are smaller than 300 nm, sometimes as small as 10-30 nm. Biologically active components remain associated with the oil droplets of the formed emulsion.

We believe that incorporation of active ingredients into the emulsion helps to improve bioavailability since small oil droplets are absorbed more easily in the gastro-intestinal tract. This delivery vehicle increases drug loading through a unique combination of polarity and hydrophobicity of the carrier components (US Patent pending). Self-emulsifying vehicle usually exhibits taste masking properties hiding unpleasant taste of included components.

Self-nanoemulsifying technology could improve bioavailability by:

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Increasing the solubility of the active components (drugs, oils and herbal extracts) and total loading;

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“ In situ ” forming extremely stable nanoemulsions without any application of external force; and

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Active transport of fine drug-loaded oil droplets in gastro-intestinal tract active transportation pathways by mimicking usual behavior of chylomicrons.

Our new proprietary formulations are built with safe, well-established components approved for human use. We believe our products are stable, have low irritation potential and can be manufactured with readily available industry-standard equipment. We further believe they improve the systemic delivery of biologically active compounds, natural essential oils, lipophilic vitamins, such as D, E, A and K, and other compounds.

Oral delivery in self-emulsifying vehicles provides an alternative to other methods of administration and allows selected compounds to be administered more effectively, at lower doses, with fewer adverse events and improved patient compliance.

Delivery Systems with Improved Solubility of Incorporated Compounds

Our approach for improved delivery of various herbal extracts, essential oils and hydrophobic compounds is based on the use of self-nanoemulsifying delivery systems. Such systems could be administered via oral, sublingual, buccal, tranmucosal and topical routes. The major factor to improve bioavailability of included insoluble active compounds is preventing the precipitation of these components after contact with water media, such as saliva, sweat, and blood.

Different water-insoluble compounds have been formulated demonstrating the following:

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Lower toxicity and irritation potential;

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Controlled absorption with a reduction in variability;

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Targeted release of the drug to specific areas;

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Improved bioavailability of poorly soluble compounds;

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Improved dissolution rate;

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Low local irritation;

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Bio adhesion to oral mucosa for maximal penetration;

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High drug payloads; and

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Lower manufacturing cost.

Topical products, based on a solubility-improved platform, have been successfully developed for the treatment of plantar warts, for delivery of poorly soluble antifungal, and for skin application of various hydrophobic herbal extracts with enhanced efficacy.

Business Strategy

Our primary business strategy capitalizes on the growing interest in three related areas:

Developing innovative therapeutic products. Our goal is to discover, develop and commercialize innovative therapeutic products, improve efficacy of the existing compounds by using our delivery technologies, and incorporate poorly soluble compounds having known biological activity and well established safety profiles into novel dosage forms.

Prevention of disease. Due to the escalating cost of health care, there is much interest in the prevention of disease. It is generally more efficient and productive to maintain good health and prevent disease than it is to treat illness. We believe that prophylactics and disease prevention is the most effective way to improve health and lower health care costs.

Alternative health care including dietary supplements and nutraceuticals. People are increasingly interested in alternative approaches to health care. Many people seek treatment with alternative forms of health care. An important component of alternative health care is the use of nutraceuticals and supplements.

Technology and Products

Our Technology

We believe our technology improves absorption of poorly soluble drugs and improves the bioavailability of incorporated components. This can increase efficacy of the medicines and may possibly present an alternative

delivery route. This technology is based on the formation of nanoemulsion with extremely small droplet size, usually smaller than 100 nm, upon contact of the formulation with body fluids or water media. Formed small droplets containing poorly soluble drug are actively absorbed to the blood stream.

Our nanoemulsion based delivery platform can be realized in several types of dosage forms:

Liquid formulations for oral administration . Self-nanoemulsifying delivery system used for lorazepam oral spray, liquid forms of vitamins, nanoemulsion of essential oils (Nano E-drops), and topical nanoemulsions with different biologically active compounds. Nanoemulsions, with oil droplets smaller than 100 nm, can penetrate through oral or other mucosal layers, stomach or intestine lining or non-damaged skin. Incorporation of essential oils into nanoemulsion form provides taste masking. It also eliminates product loss due to adhesion to glass walls or metal surfaces and improves the efficacy of the formulations.

Topical formulations containing polar solvents. This approach avoids drug precipitation and can improve transdermal penetration of poorly soluble compounds. The technology can be used in topical compositions of antifungal ointments and lacquer and in natural composition of essential oils for treatment of warts and papillomas.

Oral-solid dosage forms . Self-microemulsifying compositions for incorporation of poorly soluble compounds, including plant extracts and natural components along with different lipids or essential oils, incorporated into gelatin capsules or compressed tablets. The capsule dissolves in the stomach and releases a fine emulsion with biologically active components incorporated in small oil droplets. These are effectively absorbed in the gastro-intestinal tract by active transport mechanism, similarly to chylomicrons. This can be used for enhanced delivery of corosolic acid, poorly soluble active component from Banaba extract, combination of ursolic and corosolic acid/Banaba extract and in formulations with liver defendant Silymarin (active ingredient of Milk Thistle), as well as Non-Steroidal Anti-Inflammatory Drugs (NSAIDs) derivatives and other insoluble compounds.

Our Products

Pharmaceutical prescriptions

Lorazepam oral spray for epilepsy/acute seizures emergency treatment

Control of acute severe seizures usually requires hospitalization and emergency treatment by means of intravenous anticonvulsant drugs. Lorazepam is a drug of choice because of its pronounced anticonvulsant activity and relatively low level of side effects. Any delay in effective treatment of acute seizures increases the possibility of mortality and morbidity. Administration of anticonvulsants by more convenient routes (buccal, nasal) has been actively studied, but to date no medications in such form have been approved in North America. Accordingly, we believe there is an unmet need for a convenient, acute, and fast acting treatment of the acute seizures, particularly in out-of-hospital settings, which does not require parenteral administration.

The oral Lorazepam spray for transmucosal delivery is based on our waterless self-nanoemulsifying formula, which is designed to prevent precipitation of the active ingredient after contact with saliva. We believe the spray provides fast onset of action and is designed to optimize drug absorption through the oral mucosa. Because the drug enters the blood stream directly, it avoids the first pass metabolism in liver and is efficiently and quickly delivered to the brain.

The oral spray formulation of Lorazepam can provide a fast and effective treatment of acute seizures in the hospital, outpatient settings or in the home. This novel form of the anticonvulsant is a convenient alternative to injectable (especially intravenous) Lorazepam for efficient control of epilepsy emergencies. This spray can be used either by the patient or by any non-trained person even in the time of ongoing seizures.

We believe this product offers the following features:

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Easy and fast non-invasive administration;

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Onset of action is comparable to injection;

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Suitable for self-administration;

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Can be administered in any setting;

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Easy and convenient control of delivered doses; and

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Can be applied to mucosa of lips or gums even when teeth clenched in a seizure.

We further believe the oral spray formulation of Lorazepam has advantages over existing products, including ease and convenience to use. It can be self-administered or administered by a non-trained person, even if the patient is unconscious. Also, the product can be easily titrated by varying the number of sprays. Because most epileptic seizures start in a community setting, rapid and effective treatment that can easily be administered by the patient, family members, caregivers or paramedics, is important. The oral spray of Lorazepam can also be used during a seizure, when the patient is clenching his/her mouth, by applying the spray directly to the gum or lip mucosa.

Commercialization potential and development

Management believes that the annual incidence of epileptic seizures and acute repetitive seizures in the United States creates a potential for Lorazepam spray. We further believe that the use of Lorazepam spray in out-of-hospital settings may significantly decrease mortality caused by acute seizures.

A feasibility study of transmucosal delivered Lorazepam for seizure treatment was initiated in 2012 in collaboration with Dr. P. Carlen of the Toronto Western Hospital, University Health Network. If preclinical investigations in animals and optimization of the formulation of transmucosal Lorazepam are successful, the spray will be manufactured for toxicological, safety and pharmacokinetics investigations. Analytical development, product optimization and stability program for the selected dosage form will be carried out in accordance with good laboratory practice (GLP) and good manufacturing practice (GMP) requirements.

Required safety pharmacology and toxicology programs will be conducted using the optimal formulation in final dosage form and packaging in accordance with current regulations. Size and duration of toxicology and safety pharmacology program and clinical development program will be established after meeting with Health Canada.

The estimated duration of product development is 24 to 36 months for pre-clinical studies, including toxicology and safety pharmacology. Clinical trials can start within three years after the start of the project. Because the proposed product is based on a long approved and well-known drug with good safety profile, and proposed dosage is in the approved dosage range, we believe that a shortened clinical development will be sufficient for marketing approval in Canada. We also believe that oral Lorazepam spray in the U.S. will satisfy development program requirements outlined in Section 505(b)(2) of Food and Drug Administration (“ FDA ”) New Drug Application.

2% Ketoconazole ointment for enhanced delivery of insoluble anti-fungal drug through the skin

Ketoconazole is a synthetic drug used to treat fungal infections. Structurally, Ketoconazole belongs to an Imidazole class of antifungals and works by slowing the growth of pathogenic fungi. Topical preparations of Ketoconazole are used to treat superficial fungal infections of the skin or nails that cannot be treated with other medications.

Existing topical Ketoconazole preparations do not penetrate into the body in significant amounts and cannot cause any serious systemic adverse effects because concentration in the blood is extremely low. While these products deliver Ketoconazole only on the surface at site of application, the drug penetrates into the skin for only a few microns. Unfortunately, such restricted penetration limits antifungal efficacy of the drug to the upper layer of the skin. In the case when a fungal infection is located below the epidermis, topical application of Ketoconazole has low efficacy and the drug needs to be used orally.

We have developed what we believe to be an effective topical formulation of 2% Ketoconazole ointment for enhanced delivery of insoluble anti-fungal drug through the skin. Ketoconazole is a drug with very low solubility, but it completely dissolves in a proprietary vehicle of the water washable ointment. The use of additives prevents Ketoconazole from immediate precipitation on contact with body tissues and a combination of highly penetratable solvents transport the drug in active dissolved state deep into the skin. This results in effectively treating fungal infections at site of application. We believe that the antifungal activity of incorporated drugs will increase the cure rate when compared with existing Ketoconazole formulations using traditional cream and ointment bases.

We believe this product offers the following features:

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Higher antifungal activity compared to existing products on the market;

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No liver toxicity – topical application with minimal blood absorption; and

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Lower possibility of drug interaction with other medications.

Commercialization potential and development

A typical 2% Ketoconazole gel (Xolegel® 2%) has a retail price of approximately $300 for a 60 gram tube. The efficacy of this alcohol based formulation in treatment of superficial fungal infections is found to be about 25%. We expect that our penetratable formulation of Ketoconazole will demonstrate a higher antifungal activity for susceptible topical fungal strains. In addition, we expect an expansion of the current market for Ketoconazole because of additional indications that our preparation can be used for the treatment of onychomycosis and fungal dermatitis of different origin. We also believe chances for adverse effects for topically administered Ketoconazole are much lower than for oral dosage forms.

Due to well-known active pharmaceutical ingredient and inactive components used in the formulation, we believe the product can get fast approval in Canada. We expect that 2% Ketoconazole ointment in the U.S. will satisfy development program requirements outlined in Section 505(b)(2) of FDA New Drug Application.

Pharmaceutical – OTC (over the counter) products

Metformin Low Dose Chewable Tablets (Taste Masked)

Metformin is a popular drug for treatment of type 2 diabetes. It is available in tablets 500 and 800 mg and recommended dose can reach 3000 mg per day. Such high doses are often associated with stomach disturbances such as diarrhea, bloating and bad feelings. The big tablet is difficult to swallow and the unpleasant taste prevents people from chewing the tablets.

Our chewable composition of Metformin can be taken in relatively low doses of 50, 100, 150 and 200 mg. Such tablets can be chewed or administered sublingually as lozenges. This method of administration improves bioavailability and should decrease undesirable side effects. Additionally, we anticipate that low doses of Metformin in chewable tablets could be approved as an OTC product, subject to negotiations with Health Canada, as a medicine for weight control, appetites suppression and treatment of polycystic ovary syndrome (PCOS). We believe the side effects of chewable low dose Metformin tablets should be minimal. The formulation and process are patent pending and can be manufactured using standard pharmaceutical equipment. All ingredients are USP/NF or pharmaceutical grade and listed in FDA Inactive Ingredients Guide and/or Canadian List of Acceptable Non-Medicinal Ingredients.

Natural health products (nutraceuticals)

Nano E-drops – nanoemulsion of essential oils combination for treatment of cystitis and urinary tract infections

Infections of the urinary tract (“ UTI ”) are a common type of human infection. Urinary tract infections can hurt either men or women, although, because of anatomical differences, dominantly women. We estimate that about half of women will suffer a urinary tract infection or UTI at some point in life. This happens when bacteria infect the system that carries urine out of the body, the kidneys, bladder, and the tubes that connect them. Bladder infections are common and usually not very dangerous if treated promptly. However, if the infection spreads to the kidneys it can cause more serious illness. Most urinary tract infections are caused by Escherichia coli (E. coli), although some other bacteria, viruses, fungi and parasites can also invade the urinary tract. There is also a chance that the infection may enter the bloodstream and spread to other organs and even cause sepsis.

Acute cystitis and kidney infections can often be treated with oral antibiotics (penicillins, cephalosporins and fluoroquinolones) until symptoms disappear. Severe kidney infections may require hospital care, including a course of intravenous antibiotics. UTIs are more often a problem for older adults who require prolonged hospital stays or who live in long-term care facilities.

Some women are prone to getting UTIs repeatedly. Also, people with diabetes are more vulnerable to UTIs, because their immune systems tend to be weaker and sugar that is present in urine in diabetics encourages the growth of bacteria. Low estrogen levels can make it easier for bacteria to thrive in the vagina or urethra. For this reason, women may be more susceptible to UTIs after menopause.

Beside antibiotic treatment, only few alternative methods are offered to patients with chronic interstitial cystitis or chronic UTI. Herbal diuretics such as Uva ursi, Cranberry and Juniper berries are somewhat useful, but success rates are not significant. We have found that better results were achieved with D-mannose, which interacts with lectins on the bacterial wall of E. coli. Nevertheless, an effective UTI treatment was discovered by Dr. Enes Hasanagic, who invented a mixture of several essential oils, given orally to help eliminate UTIs. Being swallowed, essential oils and their metabolites prevent adhesion of E. coli to the urinary tract epithelium, which in turn decrease bacterial growth and helps to wash the pathogenic microorganisms out. E-drops developed by Dr. Hasanagic have become popular in Central and Eastern Europe.

The primary limitation for wide use of this remedy is a strong astringent taste and some stomach irritation resulting is consumer dissatisfaction. Using proprietary technology, we incorporate the essential oils into a self-nanoemulsifying composition, which forms nanoemulsion that when added to water, results in a more pleasing taste. This also reduces the loss of active components due to adhesion to walls of the cup. Droplet size of the formed emulsion is around 100 to 200 nm and oil absorption in the stomach is fast without signs of irritation. Such small droplets are absorbed immediately in the gastro-intestinal tract and provide a working concentration of active compounds and metabolites in kidneys, urethras and bladder, thus preventing adhesion of dangerous bacteria.

PURALEN ^TM : Essential oils combination for treatment of stomach disturbances

PURALEN is a combination of essential oils, similar to E-drops with activity focus shift from urinary tract to gastro-intestinal tract. The product demonstrates healing properties toward UTIs, effectively fights cystitis and kidney disorders, but the dominating action becomes a gentle colon cleansing. This is caused by action of the oil combinations that helps in stomach disturbances, digesting aid and pronounced carminative action. It stops

meteorism and provides relief from flatulence. The initiated bowel movement action is very delicate and does not cause any pain or irritation. No habit formation was observed for treatment courses of reasonable duration.

GluCorrect: Banaba extract with self-emulsifying formulation in soft gelatin capsules for blood sugar control

Recent published statistics by the U.S. Department of Health and Human Studies show that about 25.8 million people in the U.S., or approximately 8.3% of the population, suffer from diabetes. Estimates indicate that this number includes nearly 7 million people who have diabetes and are not aware of it. It is also estimated that another 79 million American adults ages 20 years or older have “pre-diabetes,” which associates with high risk of developing type 2 diabetes, cardiovascular diseases and stroke. Diabetes often leads to blindness, blood vessel disease, kidney failure, amputations, and nerve damage. Diabetes and its complications are the seventh highest cause of death in the U.S.

Currently, several antidiabetic drugs have been prescribed for lowering blood sugar levels and for delaying further diabetes development. However, various adverse effects, such as heart failure, hypoglycemia, kidney failure and weight gain were reported. Health authorities recently restricted access to the antidiabetic drug Avandia (rosiglitazone) in the U.S. and Europe.

We believe that traditional herbal remedies could be a safe alternative to conventional medicine in maintaining a normal level of blood glucose. Several medicinal plants have been studied for their potential anti-diabetic activity including Lagerstroemia speciosa (Banaba), Eriobotrya japonica (Loquat), Ternstroemia gymnanthera (Japanese Cleyera) and others. The major bioactive substance found in these plants is Corosolic acid, a sterol type molecule. A study reported in 2006 by Japanese researchers showed that Corosolic acid significantly affects glucose transport across cell membranes. (M. Fukushima et al. / Diabetes Research and Clinical Practice, January 2006). Corosolic acid has insulin-like properties and activates glucose passage through membranes, resulting in blood glucose reductions. A distinctive feature of Corosolic acid is not only the stimulation of glucose transport, but also inhibition of the growth of the fat cells. That’s why, unlike most other antidiabetic drugs, Corosolic acid reduces blood glucose without additional fat accumulation.

Insulin resistance is an impaired response to the body’s own insulin resulting in active muscle cells not metabolizing glucose as easily as they should. Existing prescription drugs for the treatment of insulin resistance and hyperinsulinemia can cause significant negative side effects. It is believed that Banaba leaf and its corosolic acid extracts demonstrates a high degree of safety, minimal side effects, and presents a unique therapeutic opportunity. Recent industry research demonstrates that high strength corosolic acid (18%) from Banaba may offer significant advantages. (G. Klein et al. / Advance Access Publication, March 2007). It may benefit those trying to overcome insulin resistance by helping to use glucose more effectively. It is our belief that using Banaba leaf extract, containing Corosolic acid, for 30 consecutive days may decrease blood glucose levels by 20-30%.

A serious limitation to wide use of Corosolic acid is low solubility of this extremely hydrophobic component. We have found that incorporating Banaba extract into oil filled gelatin capsules increases bioavailability, but seriously postpones the onset of action.

We believe that bioavailability drawback was successfully overcome in GluCorrect soft gelatine capsules. Incorporation of the Corosolic acid containing Banaba extract into proprietary composition for enhanced delivery allows fast and effective absorption of active material and onset of glucose lowering action. GluCorrect can be taken 15 to 30 minutes before meals to help control blood glucose level.

Each soft gelatin capsule contains extract of Banaba leaf (Lagerstroemia speciosa) extract, standardized by the active component, Corosolic acid and pure alpha-lipoic acid in a proprietary self-emulsifying composition. This combination forms a nanoemulsion in the stomach when the swallowed capsule dissolves and releases biologically active compounds, incorporated into droplets, into the gastro-intestinal tract. The small size of the oil globules (less than 100 nm) makes absorbance fast and complete, significantly increasing bioavailability and efficacy of the active components.

We believe Banaba leaf extracts can effectively control blood glucose levels and may assist with overcoming insulin resistance. Insulin resistance in peripheral tissues, together with the impairment of glucose-induced insulin secretion from pancreatic beta cells, is known as one of the major pathogenic factors of type 2 diabetes.

Alpha-Lipoic acid is a potent antioxidant, synthesized in human body in small amounts and found in broccoli and spinach. This sulphur containing organic acid helps the body to use glucose, hence it's potential role in improving blood sugar control. Alpha-Lipoic acid can reduce complications from a high sugar diet. It is readily absorbed from the developed self-nanoemulsifying composition.

We believe that Alpha-Lipoic acid can increase glucose uptake in fat and muscle cells. Although Lipoic acid does not appear to bind to the insulin receptors, it can activate the insulin-signalling cascade in the cells.

A unique combination of Banaba extract and alpha-Lipoic acid in a highly bioavailable formulation can help to use glucose as an energy source and suppresses undesirable fat formation. GluCorrect™ is potentially valuable for maintaining stable body weight and optimize glucose metabolism.

URBAN POWER: Ursolic acid and Banaba extract combination in soft gelatin capsule – for weight control

URBAN POWER™ soft gelatin capsules contain a highly bioavailable combination of Banaba extract (18% Corosolic acid), a natural glucose regulating factor, and pure Ursolic acid extracted from Sage. This can help to transform fat into muscle and alpha-Lipoic acid, a potent antioxidant that helps to promote glucose metabolism and increases sensitivity to insulin. All these components are poorly soluble and have very low absorption in gastro-intestinal tract. URBAN POWER™ is comprised of a self-nanoemulsifying delivery system, which increases solubility and bioavailability of active components.

Optimization of glucose metabolism due to improved sensitivity to insulin, caused by alpha-Lipoic acid and Banaba extract, improves energy supply and prevents fat formation from excessive amounts of sugar. Ursolic acid is a natural compound, present in apple peels and many edible plants. Recent studies indicate that Ursolic acid significantly reduced skeletal muscle atrophy, resulting from two important stress inducers, namely, starvation and muscle denervation. ( Kunkel et al / Diabetes Research Center at the University of Iowa, June 2012). It can be used in the treatment and prevention of skeletal muscle atrophy. Studies also indicate that Ursolic acid can reduce body fat, sugar and lipid levels in blood. Accordingly, we believe this compound could be valuable due to its role in the treatment of diabetes and obesity.

Use of a self-emulsifying vehicle allows significantly increased bioavailability of the active components that increase their efficacy. Fifty mg of Ursolic acid in this delivery system equal approximately 200 mg of traditional hard gelatin capsule formulation.

Banaba leaf extracts exert antidiabetic and antiobesity effects. Animal and human studies indicate that corosolic acid may be beneficial in addressing issues associated with elevated blood sugar levels and obesity. Furthermore, corosolic acid exhibits anti-inflammatory, anti-hyperlipidemic, antiviral and antitumor promoting effects. Standardized Banaba extracts in combination with other ingredients demonstrates hypoglycemic, anti-hyperlipidemic and appetite suppressant activities and may be useful in dealing with symptoms associated with metabolic syndrome.

Synergistic effect of combined Ursolic acid and Banana extract with alpha-Lipoic acid, may help in weight control, suppress appetite, diminish fat accumulation, facilitate muscle growing improve glucose metabolism and energy regulation.

Wartzz: liquid topical composition for treatment of warts and papilloma

There is a number of current products on the market that contain essential oils that are designed to kill viruses in warts, papillomas and other skin tags. Because the essential oils are volatile, the products need to be applied on the warts four to six times a day for three to eight weeks.

We have developed Wartzz, a proprietary composition containing a synergistic combination of five essential oils that can be used to kill viruses and needs only be applied once a day. After application on the wart surface, our composition dries and forms an invisible film. All active ingredients remain in the film and slowly release for 24 hours at the site of application, effectively killing papilloma viruses. The film is transparent, invisible and water insoluble after the film dries. A new application is to be administered the following day. The formulation causes no irritation.

In addition to the above products, we believe that our technology can be applied to additional products that could potentially compete with similar products already on the market. Using our existing technology, we recently completed three new products:

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Vitamin D3, our formulation of Vitamin D;

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v-Clean, a vegetable wash; and

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Cleaneeze, a hand sanitizer.

In December 2012, we engaged Mediq Dansmark A/S to market these new natural OTC products.

Government Regulation - Pharmaceutical products

Our research and development activities and the future manufacturing and marketing of our pharmaceutical products are subject to extensive regulation by the FDA in the United States, Health Canada in Canada and comparable designated regulatory authorities in other countries. Among other things, extensive regulations require

us to satisfy numerous conditions before we can bring products to market. These regulations are not unique to us and they apply to all competitors in our industry.

The following discussion summarizes the principal features of food and drug regulation in the United States and other countries as they affect our business.

United States

All aspects of our research, development and foreseeable commercial activities relating to pharmaceutical products are subject to extensive regulation by the FDA and other regulatory authorities in the United States. United States federal and state statutes and regulations govern, among other things, the testing, manufacturing, safety, efficacy, labeling, storage, record keeping, approval, advertising and promotion of pharmaceutical products. The regulatory approval process, including clinical trials, usually takes several years and requires the expenditure of substantial resources.

The steps required before a pharmaceutical product may be marketed in the United States include:

Preclinical Development

Preclinical development include laboratory evaluation of product chemistry and formulation, as well as animal studies to assess the efficacy and potential safety of the product. Preclinical safety tests must be conducted by laboratories that comply with FDA regulations regarding Good Laboratory Practice, or GLP regulations. We plan to conduct and submit the results of preclinical development to the FDA as part of our Investigational New Drug Application (“ IND ”) prior to commencing clinical trials. We may be required to conduct extensive toxicology studies as part of preclinical development.

The results of these evaluations and tests are then submitted to the FDA, together with manufacturing information, analytical data, and protocols for clinical studies, in an IND, to receive an approval from the FDA that the clinical studies proposed under the IND are allowed to proceed;

Clinical trials

Based on preclinical testing, an IND is filed with the FDA to begin human testing of the drug. The IND becomes effective, if not rejected by the FDA, within 30 days. The IND must indicate the results of previous experiments, how, where and by whom the new studies will be conducted, the chemical structure of the compound, the possible mechanism of action, any toxic effects of the compound found in the animal studies and how the product is manufactured. All clinical trials must be conducted in accordance with good clinical practice (“ GCP ”), regulations. In addition, an Institutional Review Board (“ IRB ”), generally comprised of physicians at the hospital or clinic where the proposed studies will be conducted, must review and approve the IND. The IRB also continues to monitor the study. We must submit progress reports detailing the results of the clinical trials to the FDA at least annually. In addition, the FDA may, at any time during the 30-day period or at any time thereafter, impose a clinical hold on proposed or ongoing clinical trials. If the FDA imposes a clinical hold, clinical trials cannot commence or recommence without FDA authorization and then only under terms authorized by the FDA. In some instances, the IND application process can result in substantial delay and expense.

Clinical trials involve the administration of a new drug to humans, under the supervision of qualified investigators using the protocol approved by the FDA and IRB, to establish the safety and efficacy of the product candidate for the intended use.

Clinical trials are typically conducted in three sequential phases (Phase I, Phase II, and Phase III), but the phases may overlap. Phase I clinical trials test the drug on healthy human subjects for safety and other aspects, but usually not effectiveness. Phase II clinical trials are conducted in a limited patient population to gather evidence about the efficacy of the drug for specific purposes, to determine dosage tolerance and optimal dosages, and to identify possible adverse effects and safety risks. When a product has shown evidence of efficacy and acceptable safety in Phase II evaluations, Phase III clinical trials are undertaken to evaluate and confirm clinical efficacy and to test for safety in an expanded patient population at several clinical trial sites in different geographical locations. Clinical trials need to be conducted in compliance with the FDA’s Good Clinical Practice requirements.

After the completion of clinical trials, if there is substantial evidence that the drug is safe and effective, a New Drug Application (“ NDA ”) is filed with the FDA. The NDA must contain all of the information on the drug gathered to that date, including data from the clinical trials. NDAs are often over 100,000 pages in length.

NDA Submission

The results of pre-clinical studies, clinical studies, and adequate data on chemistry, manufacturing and control information to ensure reproducible product quality batch after batch, are submitted to FDA in an NDA to seek

approval to market and commercialize the drug product for a specified use. The FDA reviews all submitted NDAs and is governed by the Prescription Drug User Fee Act (“ PDUFA ”) regarding response time to the application, which is generally 12 months (and shorter for a priority application). It may deny a NDA if it believes that applicable regulatory criteria are not satisfied. The FDA also may require additional clarifications on the existing application or even additional testing for safety and efficacy of the drug.

In such an event, the NDA must be resubmitted with the additional information and, again, is subject to review before filing. Once the submission is accepted for filing, the FDA begins an in-depth review of the NDA. Under the Federal Food, Drug and Cosmetic Act, the FDA has 365 days in which to review the NDA and respond to the applicant. The review process is often significantly extended by FDA requests for additional information or clarification regarding information already provided in the submission. The FDA may refer the application to an appropriate advisory committee, typically a panel of clinicians, for review, evaluation and a recommendation as to whether the application should be approved.

The FDA is not bound by the recommendation of an advisory committee. If FDA evaluations of the NDA and the manufacturing facilities are favorable, the FDA may issue either an approval letter, or an approvable letter that will likely contain a number of conditions that must be met in order to secure final approval of the NDA. When and if those conditions have been met to the FDA’s satisfaction, the FDA will issue an approval letter, authorizing commercial marketing of the drug for certain indications. If the FDA’s evaluation of the NDA submission or manufacturing facilities is not favorable, the FDA may refuse to approve the NDA or issue a not approvable letter.

If the FDA approves the NDA, the drug becomes available for physicians to prescribe. Periodic reports must be submitted to the FDA, including descriptions of any adverse reactions reported. The FDA may request additional post marketing studies, or Phase IV studies, to evaluate long-term effects of the approved drug.

Section 505(b)(2)

A 505(b)(2) application offers an appealing regulatory pathway alternative by permitting companies to obtain FDA approval of NDA without conducting the full complement of safety and efficacy trials. This application can only be used for drugs that are similar or equivalent to the ones already approved by the FDA in an NDA for another company. The applicant does not need to get permission from the original filer to use their information and it allows the applicant to rely on studies published in the scientific literature to demonstrate the safety and effectiveness of new drug. The 505(b)(2) application is intended to encourage sponsors to develop innovative medicines using currently available products by significantly reducing the time and money to bring new application of an old drug to market.

Foreign Countries

Canadian regulatory procedure is substantially similar to that of the United States. Before we are permitted to market any of our products outside of the United States and Canada, those products will be subject to regulatory approval by foreign government agencies similar to the FDA or Therapeutic Products Directorate in Canada (“ TPD ”). These requirements vary widely from country to country. Generally, however, no action can be taken to market any drug product in a country until an appropriate application has been submitted by a sponsor and approved by the regulatory authorities in that country. Again, similar to the FDA and TPD, each country will mandate a specific financial consideration for the Marketing Application dossiers being submitted. Although an important consideration, FDA or TPD approval does not assure approval by other regulatory authorities. The current approval process varies from country to country, and the time spent in gaining approval varies from that required for FDA or TPD approval.

Natural Health Products

Manufacturing of natural health products for human consumption requires registration of the composition in Health Canada Natural Health Products Directorate in accordance with current regulations and obtaining a Natural Product Number (“ NPN ”). We have applied for an NPN for all of our nutraceuticals formulations. Currently we only have NPN number for our nanoemulsion formulation for cystitis treatment, Nano E-drops, but we are confident that we will receive NPNs for our other candidates in the foreseeable future.

In the United States, FDA regulates both finished dietary supplement products and dietary ingredients under a different set of regulations than those covering "conventional" foods and drug products (prescription and Over-the-Counter). Under the Dietary Supplement Health and Education Act of 1994 (“ DSHEA ”), the dietary supplement or dietary ingredient manufacturer is responsible for ensuring that a dietary supplement or ingredient is safe before it is marketed. FDA is responsible for taking action against any unsafe dietary supplement product after it reaches the market. Generally, manufacturers do not need to register their products with FDA nor get FDA approval before producing or selling dietary supplements.

The Federal Food, Drug and Cosmetic Act (the “ Act ”) requires manufacturers and distributors who wish to market dietary supplements containing "new dietary ingredients", to notify the Food and Drug Administration about these ingredients. (See Section 413b of the act (21 U.S.C. 350b).) The notification generally includes information on which manufacturers/distributors base their conclusion that a dietary supplement, containing a new dietary ingredient, will reasonably be expected to be safe under the conditions of use recommended or suggested in the labeling.

For European Union (“ EU ”) countries, Natural Health Products usually can be registered as “food supplements”. Essential oils nanoemulsion for treatment of cystitis and urinary tract infections (Nano E-drops ) was successfully registered as food supplement in Latvia and placed into the EU database of approved food supplements. It simplifies and accelerates registration and approval of the product in any other EU country. We also have received an import license in Uzbekistan to sell Nano E-Drops in that country.

Marketing and Distribution

We plan to market our products through collaborative arrangements with companies that have well-established pharmaceutical and nutraceutical health products marketing and distribution capabilities, including expertise in the regulatory approval processes in their respective jurisdictions.

Currently we have NPN in Canada and registration as food supplement in Latvia (EU) for Nano E-Drops as well as import license for Nano E-Drops in Uzbekistan.

Nutraceuticals have become an important part of mainstream health care. We believe the market for nutraceuticals is growing. Although public awareness of nutraceuticals is increasing, only a small percentage of North Americans actually use nutraceuticals on a regular basis. Thus we believe there is a potential new market for these products for the following reasons:

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Increased use of nutraceutical products for the over-50 population segment, whose numbers are increasing;

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Increased awareness that nutraceuticals is an important part of mainstream health care; and

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Price increases.

Marketing Strategies

We have formulated a strategy that we believe will differentiate us as a company by:

●

focusing on science;

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developing unique nutraceuticals and related products;

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securing a proprietary position for our products;

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advertising aggressively and market through all appropriate distribution channels using all professional means; and

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providing information by a company website to be developed.

Following this strategy, we believe we can gain access to many revenue generating channels through classic pharmaceuticals and other health care products. We further believe there are greater consumer demands, market growth potential and both real and perceived usefulness. We can increase market share by reducing market share of competitors. This strategy will capitalize on the market development to date and capture a share of markets held by existing nutraceuticals. The key benefit is that we have carefully chosen products for the pipeline with the intent to maximize the therapeutic value of their discoveries and technology. This strategy requires extensive advertising in mainstream media, including infomercial, interactive TV, direct mail, independent sales reps and educational inserts/newsletters. Product studies will support this marketing strategy. In this context, the company will pursue preliminary inquiries from favored vendors.

Management plans to explore new markets for products through strategic positioning. This future strategy will involve developing specialty catalogues, placement on retail shelves of health food stores, educational product inserts/newsletters, media appearances discussing product, and independent sales reps.

We also intend to engage multi-level marketing companies. This strategy would likely involve creating private labels for a large customer. A major component of this strategy is the effect of product identity. This channel of distribution usually requires more price mark-up than the product would tolerate. As of the date hereof, we have not entered into any agreement or understanding with any prospective marketing company.

We further intend to keep capital outlay at a minimum by licensing and/or franchising our products to a brand-name company. This strategy would add value to the product in the form of brand name loyalty, manufacturing strength, and a strong sales/service force already in place.

Marketing Plan

In moving from the start-up stage into the first growth stage, we must identify and match market segments with appropriate distribution channels. Our goal is to expand regionally, both in Canada and the U.S., based on existing markets and consumer profiles. Once we realize regional sales growth and product recognition, we plan to implement a national and international marketing strategy. At such time as we reach this level, management anticipates it will employ a major marketing communications agency.

Our marketing and sales outline is as follows.

Marketing Function

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A complete review and analysis of the proposed product ’ s market.

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Use of groups conducted with the professional community and general consumers to identify professional and consumer preferences.

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Based on research results, create a product identity.

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Form product identity, establish professional and consumer strategic directions, which would affect product design, packaging, advertising, consumer promotion, and product publicity.

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Develop and launch a marketing plan with all elements and budget for both professional and consumer.

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Actual implementation of the plan to include product design changes, packaging, advertising, consumer promotion, display, and product publicity.

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Consider using a sales organization for retail sales and a broker for the remainder of sales.

Initially, we intend to focus on marketing our natural over-the-counter health products and establishing distribution networks. Our plan is to provide either a finished product or product in bulk to distributors with regulatory support in order to register the product within specific jurisdictions. In December 2012, through our wholly owned subsidiary Eastgate Pharmaceuticals Inc., we engaged Mediq Dansmark A/S to market four of our natural OTC products, Vitamin D3, V-Clean, Cleaneeze and Wartzz-Off. Mediq distributes throughout Scandinavia and approximately 14 countries throughout Europe.

We are presently in discussions with other potential distributors in the United States and Canada. We also intend to introduce products using e-commerce and through our Internet website. We intend to consider other marketing and licensing opportunities with respect to our prospective pharmaceutical products once initial development milestones have been met.

Manufacturing

We intend to use third party manufacturer for our products. Currently we have a signed agreement with Nutralab Ltd. (Markham, Ontario) to manufacture several of our products, such as Nano E-Drops, Banaba extract in soft gelatin capsules and URBAN POWER (Ursolic acid + Banaba extract combination) soft gelatin capsules. The initial batch of 9,000 bottles of Nano E-drops was successfully manufactured, packaged and labeled at Nutralab Ltd. in full compliance with GMP requirements. The agreement was assigned to us by NanoEssential Ltd. as part of the Acquired Products.

We have also selected Vesta Pharmaceuticals Ltd. of Indianapolis, Indiana as the manufacturer of chewable tablets, such as GluCorrect (Banaba extract), although we do not have a definitive agreement.

Raw Material Supplies

Excipients used in our formulations are available from numerous sources in sufficient quantities for manufacturing purposes. We believe raw materials will be available in sufficient quantities for commercial purposes when required.

We also believe future development and marketing partners under licensing and development agreements, if any, will provide, or assist in obtaining, pharmaceutical compounds that are used in products covered under such agreements.

Components used in the production of our consumer/over-the-counter products are available from a number of potential suppliers. We have not secured commercial supply agreements with any supplier referenced below as the components are readily available in the commercial quantities.

We have selected Citrus and Allied Essences Ltd. of Lake Success, New York as a supplier of Natural essential oils, suitable for oral human consumption (FCC and USP/NF grades). American Lecithin will be the supplier of Lecithin.

Compendial high purity oils, acetylated glycerides and pharmaceutically acceptable surfactants are being supplied by Kerry Bio-Science by way of Nealanders International, Inc., Mississauga, Ontario.

Grain alcohol is supplied by Commercial Alcohols Inc., Toronto, Ontario.

OptiPure (Chemco International/Kenco group), Los Angeles, California and Sabinsa Corp., East Windsor, New Jersey, are suppliers of active ingredients for chewable tablets.

Intellectual Property

Patents are a key determinant of market exclusivity for most branded pharmaceutical products. Protection for individual products or technologies extends for varying periods, in accordance with the expiration dates of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent, its scope of coverage and the availability of meaningful legal remedies in the country.

We have one US patent application for nanoemulsion for oral administration of essential oils (application # 61521491 Medicinal Compositions And Method For Treatment Of Urinary Tract Infections ). Several patent applications are in preparation and will be filed in 2012 or 2013 after obtaining of supporting animal experimental data, provided we have sufficient funding.

We also have developed brand names and trademarks for products in all areas. We consider the overall protection of our patent, trademark and other intellectual property rights to be of material value and acts to protect these rights from infringement.

Our long-term success will substantially depend upon our ability to obtain patent protection for our technology and our ability to protect our technology from infringement, misappropriation, discovery and duplication. We cannot be sure that any future patent applications will be granted, or that any patents which we own or obtain in the future will fully protect our position.

Our patent rights and the patent rights of biotechnology and pharmaceutical companies in general, are highly uncertain and include complex legal and factual issues. We believe that our existing technology and the patents that we hold or for which we have applied do not infringe anyone else's patent rights. We believe our patent rights will provide meaningful protection against others duplicating our proprietary technologies. We cannot be sure of this, however, because of the complexity of the legal and scientific issues that could arise in litigation over these issues.

We also rely on technological know-how’s, composition’s trade secrets and other unpatented proprietary information. We will seek to protect this information, in part, by confidentiality agreements with our employees, consultants, advisors and collaborators.

Competition

Our future success depends, in part, upon our ability to develop products and achieve market share at the expense of existing and established and future products in the relevant target markets. Existing and future products, therapies, technological approaches or delivery systems will compete directly with our products. Competing products may provide greater therapeutic benefits for a specific indication, or may offer comparable performance at a lower cost.

Management recognizes that competition in the development of novel drug delivery methods and formulations is intense. Several companies work in the field of use of colloidal delivery systems, including nano-and microemulsions. We believe that we have several unique methods and novel technological approaches that could potentially allow us to reach proposed targets and develop formulations with improved properties.

Our scientific team is experienced in the field of developing novel types of delivery systems. This experience includes technical transfer and products launch and manufacturing along with patents and patent applications for multiple compositions.

Developments by competitors may render our products or technologies obsolete or non-competitive. Alternatively, competitors may challenge our patents and prevail in a court of law rendering our products, even if they are successfully developed, tested and approved, unmarketable.

Lorazepam spray

We believe that currently there are no oral sprays containing lorazepam or other benzodiazepines that could treat severe epileptic seizures and be suitable for use in non-hospital settings.

Pfizer/Wyeth markets an injectable drug branded ATIVAN® that is used to treat serious seizures (status epilepticus). It is also used before surgeries or procedures to cause drowsiness, decrease anxiety, and cause forgetfulness about the procedure or surgery. This drug may also be used to cause drowsiness in patients who need a tube and machine to help with breathing (intubated), to prevent nausea and vomiting in patients on chemotherapy, and to treat a mental/mood disorder (delirium). This medication is also available in tablet form and form of oral solution to relieve anxiety and promote sleep.

Several companies are developing novel, non-injectable, fast acting medicines for treatment of acute seizures. These companies include large and medium size pharmaceutical companies, as well as universities, government agencies and other private and public research organizations. Examples include Upsher-Smith Laboratories, ViroPharma, Valeant Pharmaceuticals International, Medir Pharmaceuticals (The Netherlands). In particular, Upsher-Smith Laboratories, has successfully advanced an Midazolam Intranasal Spray through several Phase I and Phase II trials, demonstrating improved control of partial and generalized seizures over placebo. In 2011, Upsher-Smith initiated a global double-blind placebo-controlled Phase III study under a special protocol assessment agreement with FDA.

Currently Diazepam rectal gel 5 mg/ml (Diastat®, Valeant Pharmaceuticals International) is the only non-injectable product, approved in the United States and Canada for treatment of cluster seizures. Due to obvious limitations and inconvenience, it is highly desirable to have an alternative non-invasive anti-seizure preparation. We believe that our proposed oral spray of Lorazepam could satisfy the need in emergency treatment of status epilepticus and acute seizures.

2% Ketoconazole ointment

There are a number of preparations currently on the market containing ketoconazole, including tablets (200 mg), shampoo (1% and 2%), cream (2%), gel (2%) and foam (2%). We consider our direct competition to be 2% Ketoconazole gel from Barrier Therapeutics, Inc. / Stiefel Laboratories, Inc., marketed under the brand name Xolegel™, 2% Ketoconazole cream from JSJ Pharmaceuticals marketed under the brand name Kuric™, and 2% Ketoconazole foam marketed by Stiefel Laboratories, Inc. under the brand name Extina® Foam. Ketoconazole tablets are available in generic form and are marketed by a number of generic drug manufacturers.

Topical formulations of Ketoconazole can be used for treatment of seborrheic dermatitis. Topical Ketoconazole is used also for treating ringworm, jock itch, athlete's foot, dandruff, tinea versicolor and other skin fungal infections, susceptible to Ketoconazole.

We have concluded that existing topical preparations for treatment of superficial fungal infections have relatively low efficacy due to poor penetration into affected upper layers of the skin. Efficacy of such topical products is relatively low, and treatment requires extended time. We believe that the proposed formulation with enhanced skin penetration, containing Ketoconazole, could have faster relief and a better cure rate in treatment of susceptible infections than existing creams and gels.

Metformin

Metformin hydrochloride oral dosage forms are manufactured by many pharmaceutical companies, such as Merck, BMS, Boston Therapeutics, Biovail, Ranbaxy, Alphapharm, Shionogi and Teva Pharmaceuticals. Recently Boston Therapeutics filed an Abbreviated New Drug Application (ANDA) with FDA for chewable dosage form of Metformin.

Existing oral dosage forms for Metformin (Glucofage®) and generics include tablets (500, 850 and 1000 mg) and oral solution 500 mg/5ml (Riomet®). We believe that there is no sublingual or chewable tablet or lozenge of Metformin available. We further believe that the proposed Metformin sublingual tablet may decrease adverse effects associated with existing preparations and improve patient compliance.

Dietary Supplements

Nano E-drops

Natural remedies for urinary tract infections (UTI) include various cranberry based compositions, manufactured by numerous companies and natural plant sugar D-mannose, launched recently in the United Kingdom. We believe the efficacy of cranberry products is low and that D-mannose works better, although the results are still

controversial. We have found that se of the proposed Nano E-drops can be effective in the treatment of UTI caused by E.coli , exceeding effectiveness of other available natural products.

GluCorrect

We believe that incorporating Corosolic acid rich herbal extract into proprietary self-emulsifying composition could result in a natural remedy with higher efficacy in sugar blood control in pre-diabetic and obese people. The available products containing Banaba extract are marketed by Shaklee (Glucose Regulating Complex), Swanson (GlucoHelp), American BioSciences Inc. (SugarSolve 24/7) and others, although no one manufacturer offers a self-emulsifying composition.

Research and Development

Prior to closing the Acquisition Agreement, we have not expended any funds on research and development. It is our goal to conduct our research programs as necessary funds are available. The specific requirements for our various products are as follows:

Pharmaceutical prescriptions

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Lorazepam oral spray for epilepsy/acute seizures emergency treatment.

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2% Ketoconazole ointment for enhanced delivery of insoluble anti-fungal drug through the skin.

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Metformin Low Dose Chewable Tablets.

Our three products above are all pharmaceutical prescription products and require the FDA approval process as discussed above. This process could take three years or more and require up to $20 million for each product. We anticipate that we will proceed with the research process as funds are available.

Natural health products (nutraceuticals)

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Nano E-drops

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Puralen

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GluCorrect

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Urban Power

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Wartzz

Our five products above are all natural health products and require the non-FDA approval process for natural health products as discussed above. Generally, manufacturers do not need to register their products with FDA nor get FDA approval before producing or selling dietary supplements. The above products are all available to be marketed in the current year.

Or business plan is to market only natural products in the first fiscal year and add five new natural products each fiscal year for at least the first three years. The estimated cost of development using our self-emulsifying vehicle delivery system is approximately $200,000 to $500,000 for each product. The pharmaceutical prescription products program will commence when funding is available.

Management is confident that our new equity line of credit will be sufficient to provide adequate funding to execute our business plan. However, we do have products available for sale for the first year of the business plan.

Employees

Since the closing of the Acquisition Agreement, we have not had employees. Currently, our directors and officers are devoting their time to the company in developing our products. Management is presently reviewing the near term possibility of engaging qualified, full-time personnel to assist in developing and marketing our products. We may use non-employee consultants to assist us in formulating a research and development strategy, preparing regulatory submissions, developing protocols for clinical trials, for designing, equipping and staffing future manufacturing facilities and for business development. We may find it necessary to periodically hire part-time clerical help on an as-needed basis.

Consultants and advisors usually have the right to terminate their relationships on short notice. Loss of some of these key consultants or advisors could interrupt or delay development of one or more of our products or otherwise adversely affect our business plans.

We expect to continue to need qualified scientific personnel and personnel with experience in clinical testing, government regulation and manufacturing. We may have difficulty in obtaining qualified scientific and technical personnel as there is strong competition for such personnel from other pharmaceutical and biotechnology companies, as well as universities and research institutions. Our business could be materially harmed if we are unable to recruit and retain qualified scientific, administrative and executive personnel to support our expanding

activities, or if one or more members of our limited scientific and management staff were unable or unwilling to continue their association with us.

Properties.

We currently use as our principal place of business the business office of our director, Geoff Williams, in Salt Lake City, Utah. We have no written agreement and currently pay no rent for the use of the facilities. We are presently in the process of locating commercial office space from which to conduct our business.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.

The following selected comparative financial information has been derived from and should be read in conjunction with the company’s financial statements for the years ended December 31, 2011 and 2010 and for the three and nine months ended September 30, 2012.


		Year Ended		Year Ended
		December 31, 2011		December 31, 2010

Revenues	$	-	$	-

Total operating expenses		23,943		18,920

Loss from operations		(23,943)		(18,920)
Interest expense		5,977		5,435

Net loss	$	(29,920)	$	(24,354)


Total assets	$	-	$	-
Working capital	$	(89,188)	$	(65,268)

Results of Operations

We have not recorded any revenues since inception. During the year ended December 31, 2011, our net loss was $29,920, compared to a net loss of $24,354 for the year ended December 31, 2012. The increased loss for 2011 was due to the increase in general and administrative expenses, primarily professional fees.

During the three month period ended September 30, 2012 (“ third quarter ”), we incurred a net loss of $165,724, an increase of $159,922 when compared to our net loss of $5,802 for the third quarter of 2011. The increased net loss is primarily attributed to the start of operations after the acquisition of intellectual property in May 2012. During the nine month period ended September 30, 2012 (“ first nine months ”), we incurred a net loss of $397,594, an increase of $379,022 when compared to the $18,572 net loss for the comparable 2011 period. The increased loss for the first nine months of 2012 is primarily attributed to the start of operations after the acquisition of intellectual property. The individual expense explanations are detailed below.

Sales

We have not recorded any revenues since inception. The company expects to have sales starting in 2013 as a result of the intellectual property acquired in 2012 and the further development marketing of these new products that are being completed.

Operating Expenses

Professional fees

During third quarter ended September 30, 2012, professional fees expenses were $0, as were the comparative quarter ended September 30, 2011.

During the first nine months of 2012, professional fees increased by $111,459 from $0 for the comparative nine months ended September 30, 2011. This increase was primarily due to expenses related to the acquisition of the Acquired Products and to costs related to our periodic reporting obligations with the SEC.

Research and development

During the third quarter ended September 30, 2012, research and development expenses increased by $38,684 form $0 for the third quarter of 2011. The increase was a result of the development of new the products, which we anticipate will become available for sale in 2013.

During the first nine months of 2012, research and development expenses increased by $59,127 from $0 for the comparable 2011 period. The increase was a result of the development of the new the products which we anticipate will become available for sale in 2013.

General and administrative

During the third quarter of 2012, we incurred general and administrative expenses of $121,412, an increase of $117,062 from $4,350 for the third quarter of 2011. The increase was a result of operations since the acquisition of intellectual property in May of 2012.

During the first nine months of 2012, we incurred general and administrative expenses of $218,408, an increase of $204,023 from $14,385 for the first nine months of 2011. The increase was a result of the start of operations since the acquisition of intellectual property in May of 2012.

Interest expense

Interest expense of $5,977 for 2011 increased from $5,434 for 2010, attributed to an increase in loans from stockholders during 2011.

Interest expense of $5,628 for the third quarter of 2012 increased from $1,452 for the third quarter of 2011, attributed to an increase in loans from stockholders during the quarter. Interest expense of $8,600 for the first nine months of 2012 increased from $4,187 for the comparable 2011 period, attributed to an increase in loans from stockholders during the period.

Liquidity and Capital Resources

At September 30, 2012 we had a working capital deficit of $383,782, which is an increase of $294,594 from the December 31, 2011 deficit balance of $89,188. Our working capital deficit at December 31, 2010 was $65,268. The

increased deficit was a result of the start of operations in 2012, which was financed by advances from a related party.

During the first nine months of 2012, ongoing expenses were paid by principal stockholders. At September 30, 2012 and December 31, 2011 and 2010, we had $0 cash on hand. On October 23, 2012, the company entered into a demand promissory note agreement whereby we received $100,000 from a related party. The note accrues interest at an annual rate of 5%, is unsecured and is payable on demand. At September 30, 2012 we had a payable - related party of $223,270, compared to $59,590 at December 31, 2011. The increase represents additional payment of ongoing expenses by related parties during the first nine months of 2012. Accrued interest – related party at September 30, 2012 was $25,790 compared to $17,190 at December 31, 2011 and $11,213 at December 31, 2010, which increase reflects the added interest on the payable – related party. Accounts payable increased from $1,020 at December 31, 2010 and $12,408 at December 31, 2011 to $134,722 at September 30, 2012, reflecting an increase in unpaid obligations.

At September 30, 2012, we had a stockholders’ deficit of $383,782 compared to a stockholders' deficit of $89,188 at December 31, 2011 and $65,268 at December 31, 2010. The increase in stockholders' deficit is primarily attributed to ongoing general and administrative expenses and additional professional fees, principally legal and accounting costs, and research and development expenses.

We believe we have sufficient funds to carry on general operations for the next four months. We expect that we will need to raise additional funds, most likely from the sale of securities or from stockholder loans, to be able to proceed with our development of the Acquired Products. 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 of related parties to provide funding, although there are no firm commitments or agreements with any related party to provide funds in the future. We have entered into an equity line with a third party to provide future funding, but it is subject to certain conditions and there is no assurance that the equity line will become effective.

Future Financing

On December 31, 2012, we entered into an investment agreement and a registration rights agreement with Kodiak Capital, LLC, (“ Kodiak ”). The investment agreement provides the company an equity line whereby we can sell to Kodiak, from time-to-time, shares of the company’s common stock, up to an aggregate value of $15,000,000 over a twelve-month period. The investment agreement also requires that, prior to the agreement becoming effective, we must file a registration statement with the SEC to cover the shares that we may sell to Kodiak under the investment agreement. We also agreed to pay to Kodiak an initial fee of 750,000 shares of common stock and a commitment fee equal to 10% in cash of each put amount, up to a maximum of $1,500,000 if the maximum is funded.

Under the terms of the investment agreement, we have the right to deliver to Kodiak a “put notice” stating the dollar amount of common shares we intend to sell to Kodiak, up to a maximum of $15.0 million. The purchase price of the shares identified in the put notice is equal to the lowest daily volume weighted average price of our common stock during the “pricing period,” which is five trading dates following the date of the put notice. This presumes that a trading market for our shares develops in the future, of which there can be no assurance. We cannot submit a new put notice until after the closing of the previous notice. The shares must be paid for and share certificates delivered at the closing date that is at the end of the pricing period.

In no event will the exercise of a put option and the purchase of shares by Kodiak result, when added to the sum of the number of shares of beneficially owned by Kodiak, exceed 9.99% of the number of shares of our common stock outstanding on the closing date.

We retain the option to specify a floor price for any put notice. In the event our shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price.

It must be emphasized that before the investment agreement becomes effective, our common stock must be accepted for quotation on the OTCBB and we must have an effective registration statement with the SEC to cover the shares that may be issued under the investment agreement. There can be no assurance that these terms will be fulfilled or that we will ever realize any proceeds from the investment agreement.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Recent Accounting Pronouncements

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

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

JOBS Act

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

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Be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

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Be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act (the “ Dodd-Frank Act ”), and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act; and

●

Instead provide a reduced level of disclosure concerning executive compensation and be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor ’ s report on the financial statements.

It should be noted that notwithstanding our status as an emerging growth company, we would be eligible for these exemptions as a result of our status as a “smaller reporting company” as defined by the Exchange Act.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to take advantage of the benefits of this extended transition period and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Plan of Operation

Following the closing of the Acquisition Agreement we have become engaged in the development and ultimate formulation of other novel formulations of natural compounds and OTC products that have limitations in effective use for human consumption. We 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;

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Seek regulatory approvals for our product candidates;

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Develop, formulate, manufacture and commercialize our products;

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Implement additional internal systems and develop new infrastructure;

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Acquire or in-license additional products or technologies, or expand the use of our technology;

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Maintain, defend and expand the scope of our intellectual property; and

●

Hire qualified personnel.

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

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

MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position of our present directors and executive officers.


Name	Age	Position Held with Eastgate
Anna Gluskin	60	CEO and Director
Mirjana Hasanagic	47	President and Director
Brian Lukian	63	CFO and Director
Joseph Schwarz	57	Chief Scientific Officer
Michael Weisspapir	55	Chief Medical Officer
Geoff Williams	42	Director
Nancy Ah Chong	44	Secretary/Treasurer and Director

All directors serve for a one-year term until their successors are elected or they are re-elected at an annual stockholders' meeting. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

There is no arrangement, agreement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer. Also, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs.

There are no agreements or understandings for any officer or director to resign at the request of another person and none of the current offers or directors of are acting on behalf of, or will act at the direction of any other person. However, two directors, Geoff Williams and Nancy Ah Chong, have agreed to tender their resignations as directors and officers at such time as the balance of $50,000 due to Williams Investment Company under the Acquisition Agreement is paid.

The business experience of each of the persons listed above during the past five years is as follows:

Anna Gluskin became a director and CEO on May 22, 2012. Ms. Gluskin has over 30 years’ experience in discovering and developing opportunities in the area of biotechnology pharmaceutical and consumer health products. She is currently managing her own investments related to consumer health products and drug delivery.

From October 1997 to September 2010, Ms. Gluskin served as director, Chief Executive Officer and President of Generex Biotechnology Corporation, a company that has developed a proprietary alternative (non-invasive; non-injectable) drug delivery system. Ms. Gluskin was a Founder of Generex and was instrumental in raising capital for the company. Generex has developed an oral (buccal delivery insulin spray, Oral-lyn) and a platform from which a number of applications have been tested and others identified. An over-the-counter spray product pipeline was also developed and was marketed in a number of markets around the globe. From September 2010 to May 2012, Ms. Gluskin was exploring new business opportunities, which included examining new products and technologies and preliminarily organizing a scientific team. These efforts eventually led to the assignment of the products and technology representing the Acquired Products that Eastgate acquired from her in May 2012.

Prior to her position at Generex Biotechnology, Ms. Gluskin served as a director of Interlock Consolidated Corporation, a Canadian public company, engaged in the sale and fabrication of pharmaceutical manufacturing facilities. Ms. Gluskin successfully participated in the set-up of pharmaceutical facilities in Russia and other countries in Eastern Europe. Ms. Gluskin has a number of patents for innovative pharmaceutical drugs in her name. She holds a Master’s Degree in Microbiology and Genetics from Moscow State University. She holds an equivalent degree from the University of Toronto. Ms. Gluskin also serves as CEO of our wholly owned subsidiary, Eastgate Pharmaceuticals Inc. We believe that Ms. Gluskin’s education, expertise and extensive experience in the pharmaceutical industry and with public companies qualify her as a member of our board of directors.

Mirjana Hasanagic became a director and President on May 22, 2012. Ms. Hasanagic has over 20 years of managerial experience including marketing, budgeting and accounting, purchasing and inventory control and staff supervision. She has held various executive positions within pharmaceuticals and healthcare industries. From 2009 to 2012, she has served as President of Nano Essentials, Inc., a Toronto company developing products containing nano-sized delivery vectors.

From 2000 to 2008, Ms. Hasanagic was president of Go Laser Inc., a Waterloo based company engaged in herbalism and alternative medicine to treat infections, skin ailments and viral diseases. Her interest and experience in natural health products and diagnostics has led her to develop formulations that provide better absorption and delivery with the goal of attaining long term recovery and/prevention. Ms. Hasanagic holds Medical Doctor (Alternative Medicine), Herbalism degree from Indian Board of Alternative Medicine and B.A., Philosophy, Linguistics & Literature from University of Sarajevo, Bosnia. On May 27, 2009, Ms. Hasanagic filed for protection under the bankruptcy laws in the District Court of the City of Waterloo, Ontario, Canada. The bankruptcy was discharged by the Court on February 28, 2010. Ms. Hasanagic also serves as President of our wholly owned subsidiary, Eastgate Pharmaceuticals Inc. We believe that Ms. Hasanagic’s education, expertise and extensive experience in the natural health products industry qualify her as a member of our board of directors.

Brian Lukian became a director and CFO May 22, 2012. Mr. Lukian has Over 30 years of financial, strategic and business leadership experience in various industries and countries. Mr. Lukian served as Chief Financial Officer for Enhance Skin products of Denver, Colorado from August 2008 to May 2012, and for Quantum Materials Corp. of Phoenix, Arizona from November 2008 to June 2011. Both are reporting pubic companies with the SEC. Since January 2007, he has provided consulting services in regards to mergers and acquisitions, turnarounds, financings as well as business and industry analysis. From 2000 through 2006, he was employed as Chief Financial Officer and Chief Operating Officer for several public companies in Canada, for which he was responsible for public reporting requirements in Canada.

Mr. Lukian earned his certificate as a Chartered CPA, McGill University, while employed by Ernst & Young, Montreal, Canada and is a member of the Order of Certified Professional Accountants of Quebec. Mr. Lukian also held a United States Investment Bankers license, Series Seven. He received a Bachelor of Commerce from Loyola College, Montreal, Canada. Mr. Lukian also serves as CFO of our wholly owned subsidiary, Eastgate Pharmaceuticals Inc. We believe that Mr. Lukian’s education, expertise and accounting experience with public companies qualify him as a member of our board of directors.

Geoff Williams . Mr. Williams has served as a director and President and CEO of our company since its inception in September 1999. He resigned as President and CEO on May 22, 2012. From 1994 to the present, Mr. Williams has been a representative of Williams Investments Company, a Salt Lake City, Utah financial consulting firm involved in facilitating mergers, acquisitions, business consolidations and financings. Mr. Williams attended the University of Utah and California Institute of the Arts. Mr. Williams also previously served as our principal financial officer and principal accounting officer until May 2012.

Mr. Williams is currently a director, President and CEO of Westgate Acquisitions Corp. and, until he resigned in February 2010, he was a director, President and CEO of Greyhound Commissary, Inc., now known as Tanke Biosciences Corp. Mr. Williams served as a director of U.S. Rare Earths, Inc., a rare earths mining company from November 2011 to August 2012. He has also served as President and a director of Protect Pharmaceutical Corporation, a drug development company, from February 14, 2012 to the present. We believe that Mr. Williams’ relationship with the company since its inception and his expertise and extensive experience with public companies qualify him as a member of our board of directors.

Nancy Ah Chong . Ms. Ah Chong became a director and Secretary / Treasurer of our company in September 2006. From August 2004 to the present, she has been an office manager for Williams Investment Company, a Salt Lake City, Utah financial consulting firm involved in facilitating mergers, acquisitions, business consolidations and financings. Previously, Mrs. Ah Chong was an administrative assistant for Forsgren Associates in Salt Lake City from March 2004 to August 2004. She has also worked as a customer service representative for Overstock.com from November 2003 to January 2004 and O’Currance from February 2001 to November 2003, and as a marketing and travel coordinator for MGIS from February 2000 to August 2001. Mrs. Ah Chong attended and graduated from the Omaha Institute of Art and Design in Omaha, Nebraska.

Ms. Ah Chong is currently a director and Secretary / Treasurer of Westgate Acquisitions Corp. and, until she resigned in February 2010, she was a director and Secretary / Treasurer of Greyhound Commissary, Inc., now known as Tanke Biosciences Corp. Ms. Ah Chong also became a director and Secretary of Protect Pharmaceutical Corporation on February 14, 2012. We believe that Ms. Ah Chong’s relationship with the company since 2006 and her past experience with public companies qualify her as a member of our board of directors.

Joseph Schwarz became Chief Scientific Officer on May 22, 2012. Mr. Schwarz has a graduate degree in Polymer Chemistry from Moscow State University, and a PhD in Organic Chemistry from Zelinsky Organic Chemistry Institute (Academy of Science, Moscow), Laboratory of polynitrocompounds. He has more than 40 publications 8 issued US patents and approximately 20 US patent applications. He has more than 20 years in pharmaceutical R&D Experience. Mr. Schwarz is a pharmaceutical technology and formulation expert in sustained release formulations for oral, topical, transmucosal, ophthalmic and parenteral application; biodegradable nano- and micro particles for controlled drug delivery of small molecules, peptides and proteins; colloidal drug delivery systems – nanoemulsions, micelles, hybrid nanoparticles; development and manufacturing of generic and brand pharmaceutical and cosmetic products. Mr. Schwarz served as Chief Scientist position (CS) at AlphaRx Canada from 2004 to 2011 and was Senior Manager/Formulation Development at Novopharm Pharmaceuticals LTD from 2003 to 2004. Mr. Schwarz also serves as Chief Scientific Officer of our wholly owned subsidiary, Eastgate Pharmaceuticals Inc. We believe that Mr. Schwarz’s education, expertise and extensive experience in the pharmaceutical industry qualify him to serve as our Chief Scientific Officer.

Michael Weisspapir became Chief Medical Officer on May 22, 2012 and has over 25 years’ experience in pharmacology and drug development. His knowledge spans all stages of drug development including pharmacology, toxicology, pharmaceutical science and neuroscience. He is also experienced in immunomodulators, anti-inflammatory drugs, anticonvulsant, anticancer agents as well as different methods of administration including parenteral, oral, transdermal and topical applications.

Mr. Weisspapir’s has experience with new drug evaluation for efficacy and safety (immunomodulators, chemotherapeutic agents, NSAID, anticonvulsants, antioxidants). This includes design and implementation of animal models of different indications, implementation of in vivo and in vitro experimental protocols as well as with controlled drug delivery systems, submicron emulsion, nanoemulsions, biodegradable nanoparticulate systems (NSAID, SAID, tranquilizers, anticonvulsants, peptides, antibiotics). His most recent past work experience includes Chief Medical Scientist position (CMS) at AlphaRx Canada (2004 -2011).

Mr. Weisspapir currently holds three patents, has 20 patent applications and has been published in over 20 pharmacological and toxicological journals. Mr. Weisspapir holds a Medical Doctor degree and Ph.D. degree in Pharmacology- both from Chelyabinsk State Medical Institute, Russia. Mr. Weisspapir also serves as Chief Medical Officer of our wholly owned subsidiary, Eastgate Pharmaceuticals Inc. We believe that Mr. Weisspapir’s education, expertise and extensive experience in the pharmaceutical industry qualify him to serve as our Chief Medical Officer.

Currently, each officer, except for Mr. Williams and Ms. Ah Chong, devotes approximately 40 hours per week to the company, which is approximately 100% of their business time, except for Ms. Gluskin that devotes approximately 90% of her time to the company. Mr. Williams and Ms. Ah Chong will devote only minimal time to the company on an as-needed basis.

Committees of the Board of Directors

No director is deemed to be an independent director. Currently we do not have any standing committees of the board of directors. Until formal committees are established, our board of directors will perform some of the functions associated with a nominating committee and a compensation committee, including reviewing all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation. The board will also perform the functions of an audit committee until we establish a formal committee.

Relationships and Related Party Transactions

Except as set forth below, we have not entered into any other material transactions with any officer, director, nominee for election as director, or any stockholder owning greater than five percent (5%) of our outstanding shares, nor any member of the above referenced individuals' immediate family.

On May 22, 2012, we acquired the Acquired Products from Anna Gluskin, our current President and CEO, pursuant to the Acquisition Agreement. In exchange for the Acquired Products, we issued 10 million shares of common stock to the following persons who subsequently became directors and/or executive officers of the company:

●

Anna Gluskin (Director and Chief Executive Officer)

3,500,000 shares

●

Mirjana Hasanagic (Director and President)

2,000,000 shares

●

Joseph Schwarz (Chief Scientist)

2,000,000 shares

●

Michael Weisspapir (Chief Medical Officer)

2,000,000 shares

●

Brian Lukian (Director and Chief Financial Officer)

500,000 shares

In connection with the Acquisition Agreement, we also issued 10 million shares of common stock (valued at $0.005 per share) to TGT Investment Management Inc. in exchange for services and/or monies advanced.

As a provision of the Acquisition Agreement, Williams Investment Company was to be paid $100,000 for services rendered in connection with the execution of the agreement and the transactions contemplated thereby. Of that amount $50,000 was paid at the closing and $50,000 is to be paid at such time as the company realizes additional financing in the minimum amount of $300,000. H. Deworth Williams is a principal stockholder of the company and is the principal owner of Williams Investment Company. Two current directors, Geoff Williams and Nancy Ah Chong, are employees of Williams Investment Company and have agreed to resign as directors when the final $50,000 payment is paid to Williams Investment Company.

On October 23, 2012, Ms. Gluskin loaned $100,000 to the company pursuant to the terms of a demand promissory note agreement. The note is unsecured, carries interest at the rate of 5% per annum and is payable on demand. The company will use the proceeds from the loan to conduct its general business operations until additional funding can be arranged, of which there can be no assurance.

The company has recorded expenses paid on its behalf by principal stockholders as a related party payable. The payable bears interest at 10 percent, is unsecured and is due and payable upon demand. As of September 30, 2012, the related party balance due was $223,270, with accrued interest of $25,790. No payments have been made on the debt since they were incurred. Of the total principal amount due, $160,095 is owed to Anna Gluskin and $63,175 is owed to Williams Investment Company, with interest accruing at 10% per annum on each debt. At December 31, 2011 and 2010, the only debt payable to a related party was $59,590 and $53,035, respectively, to Williams Investment Company.

Executive Compensation

We have not had a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors. We have not paid any salaries or other compensation to officers, directors or employees for the years ended December 31, 2011 and 2010. Further, we have not entered into an employment agreement with any of our officers, directors or any other persons and no such agreements are anticipated in the immediate future. We expect that directors will defer any compensation until such time as the company is in a better financial position and will strive to have the business opportunity provide their remuneration. As of the date hereof, no person has accrued any compensation.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 19, 2012, to the best of our knowledge, with respect to each person believed to be the beneficial owner of more than 5% of our outstanding common stock, each director and executive officer and by all directors and executive officers as a group. For purposes of disclosure, a person is deemed to be the beneficial owner of any shares of common stock (i) over which the person has or shares, directly or indirectly, voting or investment power, or (ii) of which the person has a right to acquire beneficial ownership at any time within 60 days after the date of this prospectus. “Voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.

Unless otherwise noted, the address of each person below will be c/o Eastgate Acquisitions Corporation, 2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109.

* Director and/or executive officer

Note: Unless otherwise indicated, we have been advised that each person above has sole voting power over the shares indicated above.

(1)

Based upon 31,625,000 shares of common stock outstanding on November 19, 2012.

(2)

TGT Investment Management Inc. is privately held investment holding company, of which investment and voting control are held by Rose Perri.

DESCRIPTION OF SECURITIES

Common Stock

Authorized and Outstanding

We are authorized to issue up to 100 million shares of common stock, par value $0.0001 per share, of which 31,625,000 shares are outstanding as of the date of this prospectus.

Voting Rights

Each holders of our common stock has the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute, by our articles of incorporation or bylaws, the presence, in

person or by proxy duly authorized, of one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Preemptive Rights

Holders of our common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock.

Transfer Agent

We have designated as our transfer agent Interstate Transfer Company, 6076 South 900 East, Suite 101, Salt Lake City, Utah 84121.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our bylaws provide that directors, officers and persons acting at our request as an officer or director, will be indemnified by us to the fullest extent authorized by the general corporate laws of Nevada. This indemnification applies to all expenses and liabilities reasonably incurred in connection with services for us or on our behalf if:

●

such person acted in good faith with a view to our best interests; and

●

in the case of a monetary penalty in connection with a criminal or administrative action or proceeding, such person had reasonable grounds to believe that his or her conduct was lawful.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

LEGAL MATTERS

Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite 104, Sandy, Utah 84093, telephone (801) 733-0800, has acted as our special legal counsel.

EXPERTS

Our financial statements for the fiscal years ended December 31, 2011 and 2010 appearing in this prospectus have been audited by Sadler, Gibb & Associates, L.L.C, independent certified public accountants, Salt Lake City, Utah. Their report is given upon their authority as experts in accounting and auditing. Our unaudited financial statements for the nine-month period ended September 30, 2012 have been prepared by the company.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus was hired on a contingent basis, will receive a direct or indirect interest in Eastgate or has acted or will act as a promoter, underwriter, voting trustee, director, officer, or employee of our company.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement that we filed with the SEC in accordance with its rules and regulations. This prospectus does not contain all of the information in the registration statement. For further information regarding both our company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules. You may inspect our registration statement, without charge, at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, NE, Washington, D.C. 20549 and on its Internet site at http://www.sec.gov . Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

You also may request a copy of the registration statement and these filings by contacting us electronically at information@eastgatepharmaceuticals.com .

We are subject to the informational requirements of the Securities Exchange Act of 1934 and required to file annual, quarterly and current reports and other information with the SEC. These reports and other information may also be inspected and copied at the SEC’s public reference facilities or its web site.

EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2011 and 2010

Eastgate Acquisitions Corporation

(A Development Stage Company)

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2011 and 2010

Statements of Operations for the Years Ended December 31, 2011 and 2010 and

from inception on September 8, 1999 through September 30, 2012

Statements of Stockholders’ Deficit from inception on September 8, 1999 through

September 30, 2012

Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and

from inception on September 8, 1999 through September 30, 2012

Notes to Financial Statements

[FORMS1AMEND1DRAFTEDGAR001.JPG]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Eastgate Acquisitions Corporation

We have audited the accompanying balance sheets of Eastgate Acquisitions Corporation, as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the cumulative period from September 8, 1999 (date of inception) through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Eastgate Acquisitions Corporation, as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the cumulative period from September 8, 1999 (date of inception) through December 31, 2011, in conformity with U.S. generally accepted accounting principles.

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

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 10, 2012


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Stockholders' Deficit

						Deficit
						Accumulated		Total
				Additional		During the		Stockholders'
	Common Stock			Paid-In		Development		Equity
	Shares	Amount		Capital		Stage		(Deficit)

Balance at inception on September 8, 1999	-	$	-	$	-	$	-	$	-

Common stock issued for cash on
September 8, 1999 at $0.00001 per share	11,625,000		116		384		-		500

Net loss from inception on September 8, 1999
through December 31, 1999	-		-		-		-		-

Balance, December 31, 1999	11,625,000		116		384		-		500

Net loss for the period from
January 1, 2000 through
December 31, 2004	-		-		-		(3,320)		(3,320)

Balance, December 31, 2004	11,625,000		116		384		(3,320)		(2,820)

Services contributed by shareholders	-		-		500		-		500

Net loss for the year ended
December 31, 2005	-		-		-		(600)		(600)

Balance, December 31, 2005	11,625,000		116		884		(3,920)		(2,920)

Services contributed by shareholders	-		-		1,700		-		1,700

Net loss for the year ended
December 31, 2006	-		-		-		(5,555)		(5,555)

Balance, December 31, 2006	11,625,000		116		2,584		(9,475)		(6,775)

Services contributed by shareholders	-		-		5,500		-		5,500

Net loss for the year ended
December 31, 2007	-		-		-		(9,681)		(9,681)

Balance December 31, 2007	11,625,000		116		8,084		(19,156)		(10,956)

Services contributed by shareholders	-		-		6,000		-		6,000

Net loss for the year ended
December 31, 2008	-		-		-		(24,309)		(24,309)

Balance, December 31, 2008	11,625,000		116		14,084		(43,465)		(29,265)

Services contributed by shareholders	-		-		6,000		-		6,000

Net loss for the year ended
December 31, 2009	-		-		-		(23,649)		(23,649)

Balance, December 31, 2009	11,625,000		116		20,084		(67,114)		(46,914)

Services contributed by shareholders	-		-		6,000		-		6,000

Net loss for the year ended
December 31, 2010	-		-		-		(24,354)		(24,354)

Balance, December 31, 2010	11,625,000	$	116	$	26,084	$	(91,468)	$	(65,268)

Services contributed by shareholders	-		-		6,000		-		6,000

Net loss for the year ended
December 31, 2011	-		-		-		(29,920)		(29,920)

Balance, December 31, 2011	11,625,000	$	116	$	32,084	$	(121,388)	$	(89,188)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

Use of Estimates

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

Basic Loss per Common Share

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


	For the Year Ended December 31, 2011			For the Year Ended December 31, 2010
Loss (numerator)	$	(29,920	)	$	(24,354	)
Shares (denominator)		11,625,000			11,625,000
Per share amount	$	(0.00	)	$	(0.00	)

Dividends

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

Comprehensive Income

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

Advertising Costs

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

Cash and Cash Equivalents

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

Income Taxes

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

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

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

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


	December 31, 2011			December 31, 2010
NOL carryover	$	37,530		$	28,202
Valuation allowance		(37,530	)		(28,202	)
Net deferred tax asset	$	-		$	-

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

Impairment of Long-Lived Assets

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

Accounting Basis

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

Stock-Based Compensation.

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

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

Recent Accounting Pronouncements

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

Revenue Recognition

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

NOTE 2 - GOING CONCERN

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

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

NOTE 3 - NOTE PAYABLE-RELATED PARTY

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

NOTE 4 - CONTRIBUTED SERVICES

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

NOTE 5 - SUBSEQUENT EVENTS

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

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

EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2012 and December 31, 2011


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
											From
											Inception on
											September 8,
			For the Three Months Ended				For the Nine Months Ended				1999 Through
			September 30,				September 30,				September 30,
			2012		2011		2012		2011		2012

REVENUES			$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES
	Professional fees			-		-		111,459		-		111,459
	Research and development			38,684		-		59,127		-		59,127
	General and administrative			121,412		4,350		218,408		14,385		322,606
		Total Operating Expenses		160,096		4,350		388,994		14,385		493,192

LOSS FROM OPERATIONS				(160,096)		(4,350)		(388,994)		(14,385)		(493,192)

OTHER EXPENSES
	Interest expense			(5,628)		(1,452)		(8,600)		(4,187)		(25,790)
		Total Other Expenses		(5,628)		(1,452)		(8,600)		(4,187)		(25,790)

LOSS BEFORE INCOME TAXES				(165,724)		(5,802)		(397,594)		(18,572)		(518,982)
PROVISION FOR INCOME TAXES				-		-		-		-		-

NET LOSS			$	(165,724)	$	(5,802)	$	(397,594)	$	(18,572)	$	(518,982)

BASIC AND DILUTED LOSS PER SHARE			$	(0.01)	$	(0.00)	$	(0.02)	$	(0.00)

BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING				31,625,000		11,625,000		21,260,036		11,625,000

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

EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

September 30, 2012 and December 31, 2011

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012, and for all periods presented herein have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements. The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

EASTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Condensed Notes to Financial Statements

September 30, 2012 and December 31, 2011

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

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

NOTE 4 – RELATED-PARTY TRANSACTIONS

The Company has recorded expenses paid on its behalf by shareholders as a related party payable. The note bears interest at 10 percent, is unsecured and is due and payable upon demand. The balance of this payable totaled $223,270 and $59,590 at September 30, 2012 and December 31, 2011, respectively. The balance in interest accrued on the note totaled $25,790 and $17,190 at September 30, 2012 and December 31, 2011, respectively.

During the nine months ended September 30, 2012, the Company issued 10,000,000 shares of its common stock to a Company officer for patents and services. The patents were valued at $0 and the services were valued at $50,000 and have been recorded in equity.

During the nine months ended September 30, 2012, Company shareholders performed services valued at $3,000 which have been recorded as a contribution to capital. During the same period, the Company authorized the issuance of 10,000,000 shares of its common stock for services valued at $50,000.

NOTE 5 – STOCKHOLDERS’ EQUITY

During 2011 and 2012, an officer of the Company has contributed various administrative services to the Company. These services include basic management and accounting services, and utilization of office space and equipment. These services have been valued at $500 per month of service and have been recorded as capital contributions of $3,000 and $6,000 as of the periods ending September 30, 2012 and December 31, 2011, respectively.

On May 22, 2012 pursuant to a patent acquisition agreement, the Company issued 10,000,000 shares of common stock valued at $0.005 per share to a Company officer in exchange for patent rights contributed, and forgiveness of debt to a related party of $50,000. Also pursuant to the patent acquisition agreement, the Company issued an additional 10,000,000 shares of common stock to a third party in exchange for patent rights, valued also at $0.005 per share.

NOTE 6 – SUBSEQUENT EVENTS

On October 23, 2012 the Company entered into a promissory note agreement whereby the Company received $100,000 from a related party. The note accrues interest at a rate of 5% per annum, is unsecured and is due on demand.

In accordance with ASC 855 Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

Eastgate Acquisitions Corporation

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The estimated expenses of the offering, all of which are to be paid by us, are as follows:

Filing fee under the Securities Act of 1933

Accountants’ fees and expenses

7,500

Legal fees and related expenses

20,000

Blue Sky fees and expenses

1,000

Printing and Edgar expenses

3,500

Transfer agent fees

500

Miscellaneous

2,500

Total

$ 35,010

Item 14. Indemnification of Directors and Officers

Nevada corporate law provides that the our corporation must indemnify any person who is or is threatened to be made a party to any pending or completed action suite or proceeding, whether civil or criminal, administrative or investigative except an action by right of the corporation, by reason of the fact that the person, is or was a director, officer, employee or agent of the corporation including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or other applicable Nevada statute or law, or acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe the conduct was unlawful. Our corporation must indemnify officers, directors, employees, agents and other persons to the maximum extent permitted by the Nevada Revised Statutes.

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the Nevada Revised Statutes.

The foregoing indemnification right shall not be exclusive of any other right which an indemnified person may have or hereafter acquire by statute, articles of incorporation, bylaws, agreement, vote of stockholder or other means.

Item 15.

Recent Sales of Unregistered Securities

Upon closing the Patent Acquisition Agreement the company issued 10 million shares of common stock (valued at $0.005 per share) to the seller, Anna Gluskin and/or her assigns, in exchange for the assignment of the acquired products and technology. The company also issued 10 million shares of common stock (valued at $0.005 per share) to TGT Investment Management Inc. in consideration for services rendered for and monies advanced to Eastgate. The following persons received the above referenced shares pursuant to the Patent Acquisition Agreement.

●

Anna Gluskin

3,500,000 Shares

●

Mirjana Hasanagic

2,000,000 Shares

●

Joseph Schwarz

2,000,000 Shares

●

Michael Weisspapir

2,000,000 Shares

●

Brian Lukian

500,000 Shares

●

TGT Investment Management Inc.

10,000,000 Shares

On October 23, 2012, Anna Gluskin, a principal stockholder, loaned $100,000 to the company pursuant to the terms of a Demand Promissory Note agreement and Securities Purchase Agreement. The note is unsecured, carries interest at the rate of 5% per annum and is payable on demand.

All of the above referenced securities were issued in private transactions to persons familiar with the company’s business pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The company believes that persons acquiring the securities set forth above, had direct contact with the company and/or possessed adequate information concerning the company and the requisite level of knowledge and sophistication to

evaluate the merits of the company. No form of solicitation document was used in the issuance of the securities. The shares of common stock are considered restricted securities and certificates representing the shares must contain a legend restricting further transfer unless the shares are first registered or qualify for an exemption.

Item 16.

Exhibits and Financial Statement Schedules

(a)

The following exhibits are filed with this Registration Statement:

Exhibit No.

Exhibit Description

2.1 ⁽¹⁾ Patent Acquisition Agreement

2.2 ⁽¹⁾

First Addendum to Patent Acquisition Agreement

3.1

Articles of Incorporation and Certificates of Amendments

3.3 ⁽²⁾

Bylaws

4.1

Instrument defining security holder rights – Specimen Stock Certificate

5.1

Opinion of Leonard E. Neilson, Attorney at Law, regarding legality of securities being registered

10.1 ⁽³⁾

Agreement for Private Label & Custom Manufacturing

10.2

Investment Agreement with Kodiak Capital Group, LLC

10.3

Registration Rights Agreement with Kodiak Capital Group, LLC

10.4

Demand Promissory Note

10.5

Securities Purchase Agreement

10.6

Agreement for distribution of products with Mediq Danmark A/S

21.1

Subsidiaries

23.1

Consent of Sadler, Gibb & Associates, L.L.C, Independent Certified Public Accountants

23.2

Consent of Leonard E. Neilson, Attorney at Law (Included as part of Exhibit 5.1)

________________

(1)

Previously filed as exhibit to Form 8-K on May 29, 2012.

(2)

Previously filed as exhibit to Form 10-SB on November 2, 2007.

(3)

Previously filed as exhibit to Form S-1 on November 20, 2012

Item 17.

Undertakings

We hereby undertake:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(iii)

To include any additional or changed material information on the plan of distribution.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement

relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Toronto, Province of Ontario, Canada, on this 29 ^th day of January 2013.

EASTGATE ACQUISITIONS CORPORATION

(REGISTRANT)

By: /S/ ANNA GLUSKIN

Anna Gluskin

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signature

Title

Date

/S/ ANNA GLUSKIN

President, Chief Executive Officer

January 29, 2013

Anna Gluskin

and Director

(Principal Executive Officer)

/S/ MIRJANA HASANAGIC

President and Director

January 29, 2013

Mirjana Hasanagic

/S/ BRIAN LUKIAN

Chief Financial Officer

January 29, 2013

Brian Lukian

and Director

(Principal Financial Officer and

Accounting Officer)

State of Nevada

Office of Dean Heller

Secretary of State

Filed 09/08/1999

C22168-99

ARTICLES OF INCORPORATION

EASTGATE ACQUISITIONS CORPORATION

FIRST: The name of this corporation is:

EASTGATE ACQUISITIONS CORPORATION

SECOND: Its principal office in the State of Nevada is located at 502 East John Street, Carson City, Nevada, 89706. The name and address of its resident agent is CSC Services of Nevada, Inc., at the above address.

THIRD: The nature of the business or objects or purposes proposed may be organized under the General Corporation Law of the State of Nevada;

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Nevada.

FOURTH: The total authorized capital stock of the corporation is 20,000,000 at 0.0001 par value.

FIFTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided in the by-laws of this corporation, provided that the number of directors shall not be reduced to less than one unless there is less than one stockholder.

The name and post office address of the first board of directors, which shall be one in number, is as follows:

NAME POST OFFICE ADDRESS

Harry Winderman 2295 Corp Blvd., Suite 140

Boca Raton, FL 33431

SIXTH: The corporation may indemnify any officer, director, employee, or agent or any officer, director, employee, or agent to the extent permitted by law.

SEVENTH: The capital stock, after the amount of the subscription price,or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

<PAGE>

EIGHTH; The name and post office address of the incorporator signing the articles of incorporation is as follows.

NAME POST OFFICE ADDRESS

C. Woodgate 502 East John Street

Carson City, NV 89706

NINTH: The corporation is to have perpetual existence.

TENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized, subject to the by-laws, if any, adopted by the shareholders, to make, alter or amend the by-laws of the corporation.

ELEVENTH: Meetings of stockholders may be held outside of the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

TWELFTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator herein before named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 8th day of September, A.D. 1999.

By:/s/ C. Woodgate

_______________________

Incorporator

DEAN HELLER

Secretary of State

202 North Carson St.

Carson City, NV 89701-4299

FILED # C22147-99

(775) 684-5708

March 08, 2002

Certificate of Amendment

(PURSUANT TO NRS 78.380)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 – Before Issuance of Stock)

Name of Corporation: Eastgate Acquisitions Corporation

The articles have been amended as follows (provide article numbers, if available):

Article #1 –The name of this Corporation shall be: Talavera’s Fine Furniture

The undersigned declare that they constitute at least two-thirds of the incorporators (check) ___, or of the board of directors

check X

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

Signatures:

/s/ Geoff Williams

/s/ Ed Cowle

------------------------------------

-----------------------------

Signature

IMPORTANT : Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

DEAN HELLER

Secretary of State

202 North Carson St.

Carson City, NV 89701-4299

(775) 684-5708

Website: secretaryofstate.biz

Filed 11/14/06

Certificate of Amendment

(PURSUANT TO NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of Corporation: Talavera’s Fine Furniture

The articles have been amended as follows (provide article numbers, if available):

Article #1 The name of this corporation shall be: Eastgate Acquisitions

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: favorable by 2/3’s vote.

Effective date of filing (optional): 10/1/05

Officer Signature (required):

/s/ Geoff Williams

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT : Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

DEAN HELLER

Secretary of State

202 North Carson St.

Carson City, NV 89701-4299

(775) 684-5708

Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of Corporation: Eastgate Acquisitions

The articles have been amended as follows (provide article numbers, if available):

Article #1 The name of this corporation shall be:

Eastgate Acquisitions Corporation

Effective date of filing (optional): 10/24/07

Officer Signature (required):

/s/ Nancy Ah Chong

IMPORTANT : Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Ross Miller

Secretary of State

204 North Carson Street, Suite 1

Carson City, NV 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Filing Date and Time

08/03/2009 8:05 AM

Certificate of Amendment

(PURSUANT TO NRS 78.380)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)

Name of Corporation: Eastgate Acquisitions, Inc.

The articles have been amended as follows (provide article numbers, if available):

The Par Value of common stock has been changed from 0.0001 to 0.00001

The undersigned declare that they constitute at least two-thirds of the following:

[ ] incorporators

[X] board of directors

Effective date of filing (optional): 8/3/09

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

Signatures:

/s/ Geoff Williams

/s/ Nancy Ah Chong

IMPORTANT : Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Ross Miller

Secretary of State

204 North Carson Street, Suite 1

Carson City, NV 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Filing Date and Time

11/10/2011 8:55 AM

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of Corporation: Eastgate Acquisitions Corporation

The articles have been amended as follows (provide article numbers, if available):

Article #3 is amended to read:

“SHARES: The number of shares the Corporation is authorized to issue is 100,000,000 shares of common stock, par value $0.00001 per share.”

***[See Attachment No. 1 for additional amendment]

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such

greater proportion of the voting power as may be required in the case of a

vote by classes or series, or as may be required by the provisions of the

articles of incorporation* have voted in favor of the amendment is:

1,200,000 Shares (80%) FOR

Effective date of filing (optional): Date:

Time:

Signature (required):

/s/ Geoff Williams

IMPORTANT : Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Certificate of Amendment

For

Eastgate Acquisitions Corporation

ATTACHMENT NO. 1

Item 2 (Continued)

A new Article #8 is being added that reads:

“# 8 Authority of Board of Directors to Change Corporate Name:

The Board of Directors shall have the right to change the name of the Corporation without shareholder approval to a name that reflects the industry or business in which the Corporation’s business operations are conducted, or to a name that will promote or conform to any principal product, technology or other asset of the Corporation that the Board of Directors, in its sole discretion, deems appropriate. This provision shall not abrogate the rights of shareholders to otherwise change the name of the Corporation by amending the Corporation’s Articles of Incorporation in the manner prescribed in the NRS.”

Leonard E. Neilson

A PROFESSIONAL CORPORATION

LEONARD E. NEILSON

8160 SOUTH HIGHLAND DRIVE, SUITE 104

ATTORNEY AT LAW

SANDY, UTAH 84093

TELEPHONE: (801) 733-0800

FAX: (801) 733-0808

E-MAIL: LNEILSONLAW@AOL.COM

January 29, 2013

Eastgate Acquisitions Corporation

2681 East Parleys Way, Suite 204

Salt Lake City, Utah 84109

Re:

Eastgate Acquisitions Corporation

Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as special counsel to Eastgate Acquisitions Corporation , a Nevada corporation (the " Corporation "), in connection with its registration statement on Form S-1 filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”). The registration statement relates to the registration of 472,450 shares of the Corporation’s common stock, par value $0.00001 per share (the “ Common Stock ”), to be offered for resale by the selling securityholders identified in the registration statement.

This letter is being furnished at your request and in accordance with Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act, for filing as Exhibit 5.1 to the above referenced registration statement.

In connection with the registration statement and, for the purpose of rendering this opinion, I have examined the Corporation’s Articles of Incorporation, Bylaws and pertinent minutes and resolutions of the Corporation’s Board of Directors. I have also examined such other documents, certificates, instruments and corporate records and such statutes, decisions and questions of law as I have deemed necessary or appropriate for the purpose of this opinion.

I have been furnished with originals or copies of such corporate or other records of the Corporation. In addition, I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinion expressed herein. In my examination of the Corporation’s corporate records, I have presumed, without independent investigation, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies thereof, the genuineness of all signatures and the veracity, accuracy and completeness of all records made available to me by the Corporation.

As to the question of facts material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with representatives of the Corporation.

My opinion is expressly limited to those matters set forth herein and I make no opinion, expressed or implied, as to any other matters relating to the Corporation or its securities.

Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock being offered and sold pursuant to the registration statement are duly authorized, legally and validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the laws of the State of Nevada, including the Nevada Revised Statutes, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.

I hereby consent to the filing of this opinion as an Exhibit to the registration statement and to the reference to my name in the Prospectus constituting a part thereof under the caption “Legal Matters.” In giving this consent, I do not admit that I am within the category of persons whose consent is required under the Securities Act, including Section 7 thereof, or rules and regulations promulgated thereunder.

This opinion is furnished to you in connection with the filing of the registration statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Yours truly,

/S/ Leonard E. Neilson

LEONARD E. NEILSON, ATTORNEY AT LAW, P.C.

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of December 31, 2012 (“Execution Date”) by and between

EastGate Acquisitions Corporation, a Nevada corporation (hereinafter referred to as the "Company"),

and

Kodiak Capital Group, LLC, a Delaware limited liability company (hereinafter referred to as the "Investor").

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to fifteen million dollars ($15,000,000) to purchase the Company's Common Stock, par value $0.00001 per share (the "Common Stock"); and

WHEREAS , such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and

WHEREAS , contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE , in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION 1. DEFINITIONS.

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As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.

“ 1933 Act ” shall have the meaning set forth in the preamble of this agreement.

“ 1934 Act ” shall mean the Securities Exchange Act of 1934, as it may be amended.

“ Affiliate ” shall have the meaning specified in Section 5(H), below.

“ Agreement ” shall mean this Investment Agreement.

“ By-laws ” shall have the meaning specified in Section 4(C).

“ Certificate of Incorporation ” shall have the meaning specified in Section 4(C).

“ Closing ” shall have the meaning specified in Section 2(G).

“ Closing Date ” shall mean no more than five (5) Trading Days following the Put Notice Date.

“Commitment Fee” shall mean 10% in cash of each Put Amount on the Closing Date, up to a maximum of $1,500,000 if the maximum Facility Amount is funded.

“ Commitment Shares ” shall mean 750,000 shares of newly-issued Common Stock upon the execution of this Agreement. The Company reserves the right to purchase the Stock back from the Investor on or before June 30, 2013 for the total amount of $500,000.

“ Common Stock ” shall have the meaning set forth in the preamble of this Agreement.

“ Control ” or “ Controls ” shall have the meaning specified in Section 5(H).

“ Document Preparation Fee ” shall mean a cash fee that the Company agrees to issue to Investor equal to $15,000, whereby the Document Preparation Fee is payable in cash upon the execution of this Agreement or no later than December 31, 2012.

“ Effective Date ” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.

“ Environmental Laws ” shall have the meaning specified in Section 4(M).

“ Equity Line Transaction Documents ” shall mean this Agreement, the Registration Rights Agreement.

“ Execution Date ” shall mean the date indicated in the preamble to this Agreement.

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“ Facility Amount ” shall mean the amount of the equity line as per the terms of the Term Sheet.

“Floor Price” shall mean on each Put Notice submitted to the Investor by the Company, the Company shall have the option to specify a Floor Price for that Put. In the event the Common Stock falls below the Floor Price, the Put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Floor Price, provided the date for the Pricing Period for that particular Put are still valid. In the event the Pricing Period has been complete, any shares above the Floor Price due to the Investor shall be sold to the Investor by the Company under the terms of this Agreement. The Floor Price for a Put may not be changed by the Company once submitted to the Investor.

“ Indemnities ” shall have the meaning specified in Section 11.

“ Indemnified Liabilities ” shall have the meaning specified in Section 11.

“ Ineffective Period ” shall mean any period of time that the Registration Statement or any Supplemental Registration Statement (as defined in the Registration Rights Agreement between the parties) becomes ineffective or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any time period required under the Registration Rights Agreement.

“ Investor ” shall have the meaning indicated in the preamble of this Agreement.

“ Material Adverse Effect ” shall have the meaning specified in Section 4(A).

“ Maximum Common Stock Issuance ” shall have the meaning specified in Section 2(H).

“ Open Market Adjustment Amount ” shall have the meaning specified in Section 2(I).

" Open Market Purchase " shall have the meaning specified in Section 2(I)

“ Open Market Share Purchase ” shall have the meaning specified in Section 2(I).

“ Open Period ” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier to occur of (i) the date which is twelve months (12) months from the Effective Date; or (ii) termination of the Agreement in accordance with Section 9, below.

“ Pricing Period ” shall mean the period beginning on the Put Notice Date and ending on and including the date that is five (5) Trading Days after such Put Notice Date.

“ Principal Market ” shall mean the American Stock Exchange, Inc., the National Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board, the NASDAQ National

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Market System or the NASDAQ SmallCapMarket, whichever is the principal market on which the Common Stock is listed.

“ Prospectus ” shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.

“ Purchase Amount ” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

“ Purchase Price ” shall mean the lowest daily volume weighted average price of the Common Stock during the Pricing Period.

“ Put ” shall have the meaning set forth in Section 2(B) hereof.

“ Put Amount ” shall have the meaning set forth in Section 2(B) hereof.

“ Put Notice ” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.

“ Put Notice Date ” shall mean the Trading Day, as set forth below, immediately following the day on which the Investor receives a Put Notice, however a Put Notice shall be deemed delivered on (a) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 9:00 am Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

“ Put Restriction ” shall mean the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

“ Put Shares Due ” shall have the meaning specified in Section 2(I).

“ Registration Period ” shall have the meaning specified in Section 5(C), below.

“ Registration Rights Agreement ” shall have the meaning set forth in the recitals, above.

“ Registration Statement ” means the registration statement of the Company filed under the 1933 Act covering the Common Stock issuable hereunder.

“ Related Party ” shall have the meaning specified in Section 5(H).

“ Resolution ” shall have the meaning specified in Section 8(E).

“ SEC ” shall mean the U.S. Securities & Exchange Commission.

“ SEC Documents ” shall have the meaning specified in Section 4(F).

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“ Securities ” shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

“ Shares ” shall mean the shares of the Company’s Common Stock.

“ Subsidiaries ” shall have the meaning specified in Section 4(A).

“ Term Sheet ” shall mean an executed instrument between the parties hereto containing the terms of this and other agreements between the parties, and is hereby incorporated by reference.

“ Trading Day ” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A) PURCHASE AND SALE OF COMMON STOCK . Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of fifteen million dollars ($15,000,000).

(B) DELIVERY OF PUT NOTICES . Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars) (the "Put Amount"), which the Company intends to sell to the Investor on a Closing Date (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. During the Pricing Period, the Company shall not be entitled to submit a Put Notice. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to the lowest daily volume weighted average price of the Common Stock during the Pricing Period.

(C) FLOOR PRICE. On each Put Notice submitted to the Investor by the Company, the Company shall have the option to specify a Floor Price for that Put. In the event the Common Stock falls below the Floor Price, the Put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Floor Price, provided the date for the Pricing Period for that particular Put are still valid. In the event the Pricing Period has been complete, any shares above the Floor Price due to the Investor shall be sold to the Investor by the Company under the terms of this Agreement. The Floor Price for a Put may not be changed by the Company once submitted to the Investor.

(D) RESERVED .

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(E) CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES . Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(G)) unless each of the following conditions are satisfied:

(I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;

(II) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;

(III) the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Investor’s Put Notice Date;

(IV) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and

(V) the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.

If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

(F) RESERVED .

(G) MECHANICS OF PURCHASE OF SHARES BY INVESTOR . Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than five (5) Trading Days following the applicable Put Notice Date (each a "Closing Date"). On each Closing Date, (I) the Investor shall deliver to the Company the Purchase Price calculations, (II) wire transfer of the Purchase Amount to the designated bank account, determined as set forth in Section 2(B) and

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(III) the Company shall cause its transfer agent to electronically post the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond two business days after the Closing Date could result in economic damage to the Investor.

(H) OVERALL LIMIT ON COMMON STOCK ISSUABLE . Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

(I) PENALTIES . If, by the third (3rd) business day after the Closing Date or a receipt of the Purchase Amount (whichever is later), the Company fails to deliver any portion of the shares of the Put to the Investor (the "Put Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within five (5) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.

(J) LIMITATION ON AMOUNT OF OWNERSHIP . Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Shares,

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which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

SECTION 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

(A) SOPHISTICATED INVESTOR . The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.

(B) AUTHORIZATION; ENFORCEMENT . This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(C) SECTION 9 OF THE 1934 ACT . During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to sell the Company's stock short, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock during the term of this Agreement.

(D) ACCREDITED INVESTOR . Investor is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

(E) NO CONFLICTS . The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Limited Liability Company Operating Agreement or other organizational documents of the Investor.

(F) OPPORTUNITY TO DISCUSS . The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an

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opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

(G) INVESTMENT PURPOSES . The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).

(H) NO REGISTRATION AS A DEALER . The Investor is not and will not be required to be registered as a "dealer" under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

(I) GOOD STANDING . The Investor is a Limited Liability Company, duly organized, validly existing and in good standing in the State of Delaware.

(J) TAX LIABILITIES . The Investor understands that it is liable for its own tax liabilities.

(K) REGULATION M . The Investor will comply with Regulation M under the 1934 Act, if applicable.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the Schedules attached hereto, or as disclosed on the Company's SEC Documents, the Company represents and warrants to the Investor that:

(A) ORGANIZATION AND QUALIFICATION . The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, USA and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Equity Line Transaction Documents (as defined in Section 1 and 4(B), below).

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(B) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS .

(I) The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the "Equity Line Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof.

(II) The execution and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders.

(III) The Equity Line Transaction Documents have been duly and validly executed and delivered by the Company.

(IV) The Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Except as disclosed in the Company's publicly available filings with the SEC:

(I)

No shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company;

(II)

There are no outstanding debt securities;

(III)

There are currently no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating

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to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries;

(IV)

There are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement);

(V)

There are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;

(VI)

There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement;

(VII)

The Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and

(VIII)

There is no dispute as to the classification of any shares of the Company's capital stock.

The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Amended and Restated Certificate of Incorporation, as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

(D) ISSUANCE OF SHARES . The Company has reserved 15,000,000 Shares for issuance pursuant to this Agreement, which have been duly authorized and reserved those Shares for issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 5(F) below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot register a sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.

(E) NO CONFLICTS . The execution, delivery and performance of the Equity Line Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not: (I) result in a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws; or (II) conflict with, or constitute a material

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default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company's knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company's knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement between the Parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 4(e), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.

(F) SEC DOCUMENTS; FINANCIAL STATEMENTS . As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the

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requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

(G) ABSENCE OF CERTAIN CHANGES . Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

(H) ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS . Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

(I) ACKNOWLEDGMENT REGARDING INVESTOR'S PURCHASE OF SHARES . The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's

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length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Equity Line Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Equity Line Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company's decision to enter into the Equity Line Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(J) NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES . Except as set forth in the SEC Documents, as of the date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company's knowledge is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

(K) EMPLOYEE RELATIONS . Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company's employ or otherwise terminate such officer's employment with the Company.

(L) INTELLECTUAL PROPERTY RIGHTS . The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents, none of the Company's trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its

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Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

(M) ENVIRONMENTAL LAWS . The Company and its Subsidiaries (I) are, to the knowledge of the management and directors of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"); (II) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (III) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.

(N) TITLE . The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(O) RESERVED .

(P) REGULATORY PERMITS . The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect.

(Q) INTERNAL ACCOUNTING CONTROLS . The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that

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(I) transactions are executed in accordance with management's general or specific authorizations; (II) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (III) access to assets is permitted only in accordance with management's general or specific authorization; and (IV) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(R) NO MATERIALLY ADVERSE CONTRACTS, ETC . Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.

(S) TAX STATUS . The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(T) CERTAIN TRANSACTIONS . Except as set forth in the SEC Documents filed at least ten (10) days prior to the date hereof and except for arm's length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from disinterested third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

(U) DILUTIVE EFFECT . The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and

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the end of the Open Period. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Equity Line Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

(V) LOCK-UP . The Company shall use “best efforts” to cause its officers, insiders, directors, and affiliates or other related parties under control of the Company, to refrain from buying and/or selling Common Stock during each Pricing Period.

(W) NO GENERAL SOLICITATION . Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock to be offered as set forth in this Agreement.

(X) NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS . No brokers, finders or financial advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement, except as otherwise disclosed in this Agreement.

SECTION 5. COVENANTS OF THE COMPANY

(A) BEST EFFORTS . The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 7 of this Agreement.

(B) BLUE SKY . The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

(C) REPORTING STATUS . Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 9 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144(b1)

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promulgated under the 1933 Act, or such other exemption (ii) the date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant to Section 9.

(D) USE OF PROCEEDS . The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees as set forth in the Equity Line Transaction Documents) for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company.

(E) FINANCIAL INFORMATION . During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (I) within five (5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (II) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (III) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the National Association of Securities Dealers, Inc., unless such information is material nonpublic information.

(F) RESERVATION OF SHARES . The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the issuance of the Securities to the Investor as required hereunder. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described in this Section 5(F), the Company shall use all commercially reasonable efforts to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.

(G) LISTING . The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Equity Line Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one (1) trading day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(G).

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(H) TRANSACTIONS WITH AFFILIATES . The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (IV) ongoing Related Party transactions and arrangements as identified in the current SEC filings. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

(I) FILING OF FORM 8-K . On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Equity Line Transaction Documents in the form required by the 1934 Act, if such filing is required.

(J) CORPORATE EXISTENCE . The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.

(K) NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT . The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (I) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (II) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (III) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such

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purpose; (IV) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (V) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5(K).

(L) REIMBURSEMENT . If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.

(M) TRANSFER AGENT . Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is effective, the Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are covered for resale by the Registration Statement free of restrictive legends.

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(N) ACKNOWLEDGEMENT OF TERMS . The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

SECTION 6. RESERVED

SECTION 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

(A) The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.

(B) The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Within two business days after the Closing Date, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company will disburse the funds constituting the Purchase Amount.

(C) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

SECTION 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.

(A) The Company shall have executed the Equity Line Transaction Documents and delivered the same to the Investor.

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(B) The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company, provided that such suspensions occur prior to the Company's delivery of the Put Notice related to such Closing).

(C) The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4(C) above.

(D) The Company shall have simultaneously executed electronic book-entry transfer of the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.

(E) The Board of Directors of the Company shall have adopted resolutions consistent with Section 4(B)(II) above (the "Resolutions") and such Resolutions shall not have been amended or rescinded prior to such Closing Date.

(F) RESERVED

(G) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(H) The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company's knowledge shall be pending or threatened. Furthermore, on each Closing Date (I) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (II) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.

(I) At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated

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therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to the prospectus.

(J) If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section 2(H) or the Company shall have obtained appropriate approval pursuant to the requirements of the State of Nevada and the Company’s Articles of Incorporation and By-laws.

(K) The conditions to such Closing set forth in Section 2(E) shall have been satisfied on or before such Closing Date.

(L) The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor. The Company's delivery of a Put Notice to the Investor constitutes the Company's certification of the existence of the necessary number of shares of Common Stock reserved for issuance.

SECTION 9. TERMINATION .

This Agreement shall terminate upon any of the following events:

(I)

when the Investor has purchased an aggregate of fifteen million dollars ($15,000,000) in the Common Stock of the Company pursuant to this Agreement; or,

(II)

on the date which is twelve (12) months after the Effective Date; or,

(III)

upon written notice of the Company to the Investor. Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of the Line.

This Agreement may terminate upon any of the following events:

(I)

Termination for Default . In the event that either party commits a material breach of its obligations hereunder, the other party may, at its option, terminate this Agreement by written notice of termination specifying such material breach; provided, however, that if such default is subject to cure, then such notice shall be subject to a twenty (20) day cure period from the date thereof, and if the defaulting party cures such default prior to expiration of such period, termination shall not take place.

(II)

Termination for Insolvency . Either party hereto may, at its option, upon five (5) days written notice, terminate this Agreement should the other party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general

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assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization, or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs.

Survival of Termination . The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements and ownership and property rights) shall survive any such expiration, termination or cancellation.

SECTION 10. SUSPENSION

This Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:

(I) the trading of the Common Stock is suspended by the SEC, the Principal Market or the NASD for a period of two (2) consecutive Trading Days during the Open Period; or,

(II) The Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal Market. Immediately upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.

SECTION 11. INDEMNIFICATION .

In consideration of the parties mutual obligations set forth in the Transaction Documents, each of the parties (in such capacity, an "Indemnitor") shall defend, protect, indemnify and hold harmless the other and all of the other party's shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Equity Line Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made

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against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Equity Line Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.

SECTION 12. GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION .

(A) ARBITRATION CLAUSE . All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

(B) LEGAL FEES; AND MISCELLANEOUS FEES . Except as otherwise set forth in the Equity Line Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.

(C) COUNTERPARTS . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a

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facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(D) HEADINGS; SINGULAR/PLURAL . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.

(E) SEVERABILITY . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(F) ENTIRE AGREEMENT; AMENDMENTS . This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. The execution and delivery of the Equity Line Transaction Documents shall not alter the force and effect of any other agreements between the Parties, and the obligations under those agreements.

(G) NOTICES . Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (III) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

EastGate Acquisitions Corporation

2681 East Parleys Way, Suite 204

Salt Lake City, UT 84109

If to the Investor:

Kodiak Capital Group, LLC

260 Newport Center Drive

Newport Beach, CA 92660

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Each party shall provide five (5) days prior written notice to the other party of any change in address or facsimile number.

(H) NO ASSIGNMENT . This Agreement may not be assigned.

(I) NO THIRD PARTY BENEFICIARIES . This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced by its general partner.

(J) SURVIVAL . The representations and warranties of the Company and the Investor contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4 and 5, and the indemnification provisions set forth in Section 11, shall survive each of the Closings and the termination of this Agreement.

(K) PUBLICITY . The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Equity Line Transaction Documents may be deemed to be "material contracts" as that term is defined by Item 601(b)(10) of Regulation S-B, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

(L) FURTHER ASSURANCES . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(M) COMMITMENT FEES; OTHER FEES RELATED TO THE TRANSACTION . In addition to the shares to be issued pursuant to the Facility Amount, the Company agrees to pay a Document Preparation Fee; Commitment Shares; Commitment Fee; and the Company shall be solely responsible for all commissions, fees and / or transaction costs associated and / or related

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to, in any way, with the transaction and / or transactions herein contemplated and or agreed to under this Agreement.

(N) NO STRICT CONSTRUCTION . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it. The normal rule that ambiguities shall be interpreted against the drafting party shall not apply in the instant case.

(O) REMEDIES . The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.

(P) PAYMENT SET ASIDE . To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(Q)

PRICING OF COMMON STOCK . For purposes of this Agreement, the lowest daily volume weighted average price of the Common Stock shall be as reported on Bloomberg.

SECTION 13. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

(a) The Company shall not disclose non-public information to the Investor, its advisors, or its representatives.

(b) Nothing herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything

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herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 13 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

ARTICLE 14 ACKNOWLEDGEMENTS OF THE PARTIES.

Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following:

(i)

the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement;

(ii)

the Company shall, by 8:30 a.m. Eastern US Time on the 3 ^rd trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents;

(iii)

the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and

(iv)

the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.

SIGNATURE PAGE OF INVESTMENT AGREEMENT

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The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms.

KODIAK CAPITAL GROUP, LLC

By: ____________________________

Ryan C. Hodson, Managing Director

EASTGATE PHARMACEUTICALS CORPORATION

By: __________________________________

Anna Gluskin, Chief Executive Officer

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LIST OF EXHIBITS

EXHIBIT A Registration Rights Agreement

EXHIBIT B Opinion of Company's Counsel

EXHIBIT C Put Notice

EXHIBIT D Put Settlement Sheet

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EXHIBIT A

Attached.

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EXHIBIT B

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

Date: __________

[TRANSFER AGENT]

Re:

___________________

Ladies and Gentlemen:

We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2012 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder.

In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [ enter the time of effectiveness ] on [ enter the date of effectiveness ] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

Very truly yours,

[Company Counsel]

EXHIBIT C

Date:

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RE: Put Notice Number __

Dear Mr. Hodson,

This is to inform you that as of today EastGate Acquisitions Corporation, (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:

The amount of this put is $__________.

The Pricing Period runs from ________ until _______.

The Floor Price (optional) is $__________ per share.

The current number of shares issued and outstanding as of the Company are:

The number of shares currently available for issuance on the S-1 for the Equity Line are:

_________________________

Regards,

_____________

EXHIBIT D

PUT SETTLEMENT SHEET

Date:

Dear Mr. _________,

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Pursuant to the Put given by EastGate Acquisitions Corporation to Kodiak Capital Group, LLC on _________________ 2013 we are now submitting the amount of common shares for you to issue to Kodiak.

Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC and send via DWAC to the following account:

XXXXXXXXXXXXXXXXXXX

Simultaneously, we will have the funds wired to the Company bank account.

Regards,

Ryan C. Hodson

DATE. . . . . . . . . . . . . . . . . . . . . PRICE

Date of Day 1 . . . . . . . . . . . . .VWAP of Day 1

Date of Day 2 . . . . . . . . . . . . .VWAP of Day 2

Date of Day 3 . . . . . . . . . . . . .VWAP of Day 3

Date of Day 4 . . . . . . . . . . . . .VWAP of Day 4

Date of Day 5 . . . . . . . . . . . . .VWAP of Day 5

LOWEST DAILY VOLUME WEIGHTED AVERAGE PRICE IN PRICING PERIOD

------------

PUT AMOUNT

------------

AMOUNT WIRED TO COMPANY

------------

AMOUNT OF SHARES DUE

------------

The undersigned has completed this Put as of this ___th day of _________, 2013.

LIST OF SCHEDULES

SCHEDULE 4(a) SUBSIDIARIES

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SCHEDULE 4(c) CAPITALIZATION

SCHEDULE 4(e) CONFLICTS

SCHEDULE 4(g) MATERIAL CHANGES

SCHEDULE 4(h) LITIGATION

SCHEDULE 4(l) INTELLECTUAL PROPERTY

SCHEDULE 4(n) LIENS

SCHEDULE 4(t) CERTAIN TRANSACTIONS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), dated December 31, 2012 by and between

EastGate Acquisitions Corporation, a Nevada corporation (hereinafter referred to as the “Company”),

and

Kodiak Capital Group, LLC, a Delaware limited liability company (hereinafter referred to as the “ Holder ”).

WHEREAS , in connection with the Investment Agreement by and between the Company and the Investor of equal date as the Agreement hereto (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and

WHEREAS , to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant to the Investment Agreement.

NOW THEREFORE , in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

Section 1. DEFINITIONS .

As used in this Agreement, the following terms shall have the following meanings:

“ Execution Date ” means the date of this Agreement set forth above.

“ Investor ” means Kodiak Capital Group, LLC, a Delaware Limited Liability Company.

“ Person ” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

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“ Potential Material Event ” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

“ Principal Market ” shall mean The American Stock Exchange, National Association of Securities Dealer’s, Inc., Over-the-Counter electronic bulletin board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the principal market on which the Common Stock of the Company is listed.

“ Register ,” “ Registered ,” and “ Registration ” refer to the Registration effected by preparing and filing one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (hereinafter referred to as “ Rule 415 ”), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (hereinafter referred to as the “ SEC ”).

“ Registrable Securities ” means (i) the shares of Common Stock issued or issuable pursuant to the Investment Agreement, and (ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.

“ Registration Statement ” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.

All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement.

Section 2. REGISTRATION .

(a) The Company shall, within fifteen (15) days of the date of this Agreement, file with the SEC the Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common

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Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale 15,000,000 shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth in the Investment Agreement except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.

(b) The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within sixty (60) calendar days after the Execution Date.

(c) The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without Investor’s prior written consent which Investor may withhold in its sole discretion. Furthermore, the Company agrees that it will not file any other Registration Statement for other securities, until thirty calendar days after the Registration Statement for the Registrable Securities is declared effective by the SEC.

Section 3. RELATED OBLIGATIONS .

At such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company will effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the following obligations:

(a) The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective within ninety (90) days after the Execution Date and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of Common Stock under the Investment Agreement (hereinafter referred to as the “ Registration Period ”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall use all commercially reasonable efforts to respond to all SEC comments within seven (7) business days from receipt of such comments by the Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective no later than five (5) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor agrees to provide all information which it is required by law to provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such information.

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(b) The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.

(c) The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its legal counsel without charge:

(i)

promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives;

(ii)

upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all amendments and supplements thereto; and

(iii)

such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities.

(d) The Company shall use commercially reasonable efforts to:

(i)

register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably requests;

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(ii)

prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;

(iii)

take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and

(iv)

take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however , that the Company shall not be required in connection therewith or as a condition thereto to:

qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or

subject itself to general taxation in any such jurisdiction.

The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(e) As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (hereinafter referred to as “ Registration Default ”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor:

(i)

When a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company;

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(ii)

Of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information;

(iii)

Of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate;

(iv)

In the event the Registration Statement is no longer effective; and / or

(v)

If the Registration Statement is stale as a result of the Company’s failure to timely file its financials or otherwise.

The Company acknowledges that its failure to cure the Registration Default within ten (10) business days will cause the Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. It is the intention of the parties that interest payable under any of the terms of this Agreement shall not exceed the maximum amount permitted under any applicable law. If a law, which applies to this Agreement, which sets the maximum interest amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Company which exceed the permitted limits will be refunded to the Company. The Investor may choose to make this refund by reducing the amount that the Company owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Investor, the reduction will be treated as a partial payment.

(f) The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration statement.

(g) The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the "Investor's Delay") shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor's Delay shall act to suspend all obligations of any

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kind or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.

(h) At the request of the Investor, the Company's counsel shall furnish to the Investor an opinion letter confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness of the registration statement and be in a form suitable to the Investor.

(i) The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless:

(i)

Disclosure of such information is necessary to comply with federal or state securities laws;

(ii)

The disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement;

(iii)

The release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction; or

(iv)

Such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.

The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such information.

(j) The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(j).

(k) The Company shall cooperate with the Investor to facilitate the prompt preparation and delivery of certificates representing the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request (and after any sales of such Registrable Securities by the Investor, such certificates not bearing any restrictive legend).

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(l) The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration Statement filed pursuant hereto.

(m) If requested by the Investor, the Company shall:

(i)

As soon as reasonably practical incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering;

(ii)

Make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and

(iii)

Supplement or make amendments to any Registration Statement if reasonably requested by the Investor.

(n) The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the disposition of such Registrable Securities.

(o) The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(p) Within one (1) business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation that such Registration Statement has been declared effective by the SEC.

(q) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to the Registration Statement.

Section 4. OBLIGATIONS OF THE INVESTOR .

(a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the

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Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.

(b) The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

(c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Section 5. EXPENSES OF REGISTRATION .

All expenses, other than underwriting discounts and commissions and other than as set forth in the Investment Agreement, incurred in connection with or in any way related to registrations including comments, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements of counsel for the Company or for the Investor shall be paid by the Company.

Section 6. INDEMNIFICATION .

In the event any Registrable Securities are included in the Registration Statement under this Agreement:

(a) To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (hereinafter referred to as the “1934 Act”) (each, hereinafter referred to as an “Indemnified Person”), against any and all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, hereinafter referred to as “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the

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foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (hereinafter referred to as “Indemnification Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:

(i)

Any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares (hereinafter referred to as “Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading;

(ii)

Any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or

(iii)

Any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, hereinafter referred to as “Violations”).

Subject to the restrictions set forth in Section 6(c) the Company shall reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):

Shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto;

Shall not be available to the extent such Claim is based on:

A failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; or

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The Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; or

Any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer under applicable securities laws; or

Any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; or

Any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement.

(b) In connection with any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, hereinafter referred to as an “ Indemnified Party ”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however , that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only be liable under this Section 6(b) for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely

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basis in the prospectus, as then amended or supplemented. This indemnification provision shall apply separately to each Investor and liability hereunder shall not be joint and several.

(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

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Section 7. CONTRIBUTION .

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however , that: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

Section 8. REPORTS UNDER THE 1934 ACT .

With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“ Rule 144 ”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144(b)(1), the Company agrees to:

(a)

Make and keep public information available, as those terms are understood and defined in Rule 144; and

(b)

File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c)

Furnish to the Investor, promptly upon request:

A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,

A copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

Section 9. NO ASSIGNMENT OF REGISTRATION RIGHTS .

The rights and obligations under this Agreement shall not be assignable.

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Section 10. AMENDMENT OF REGISTRATION RIGHTS .

The provisions of this Agreement may be amended only with the written consent of the Company and Investor.

Section 11. MISCELLANEOUS .

(a) Any notices or other communications required or permitted to be given under the terms of this Agreement that must be in writing will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided a confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

EastGate Acquisitions Corporation

2681 East Parleys Way, Suite 204

Salt Lake City, UT 84109

If to the Investor:

Kodiak Capital Group, LLC

260 Newport Center Drive

Newport Beach, CA 92660

Each party shall provide five (5) business days prior notice to the other party of any change in address, phone number or facsimile number.

(b) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(c) This Agreement and the Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.

(d) This Agreement and the Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(e) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Whenever required by the context of this

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Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared the same.

(f) This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(g) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(h) In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. The normal rule of construction and contractual interpretation that ambiguities should be held against the drafting party is not operative under this agreement.

Section 12. DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW

All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, State of New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in New York, New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an order to compel arbitration under NY CPLR Article 75. Nothing contained herein shall prevent the party from obtaining injunctive relief.

SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT

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Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.

KODIAK CAPITAL GROUP, LLC

__________________________________

EASTGATE ACQUISITIONS CORPORATION

__________________________________

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DEMAND PROMISSORY NOTE

$ 100,000.00

Due: ON DEMAND

FOR VALUE RECEIVED, the undersigned, Eastgate Acquisitions Corporation , a Nevada corporation with an office in Salt Lake City, Utah (hereinafter referred to as " Maker "), hereby promises to pay to the order of Anna Gluskin , an individual residing in Toronto, Canada (the " Holder "), or its assigns or designee, the principal sum of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), with interest thereon at the rate of five percent (5%) per annum until the principal sum is paid in full.

(a)

In consideration for Holder loaning to Maker the sum of $100,000.00 pursuant to that certain Securities Purchase Agreement dated October __, 2012, the Maker hereby promises and agrees to repay to Holder at such place as Holder hereof may designate in writing, the principal sum of $100,000.00 in lawful money of the United States of America, together with interest on the unpaid balance, immediately upon the demand by Holder for payment, or pursuant to such other terms as may be mutually agreed upon in writing by the parties and appropriately attached as an addendum hereto.

(b)

No payment, principal or interest, will be due and payable on this Note until the demand for payment is made by Holder, on which date this Note will be due and payable to Holder in full including all principal and accrued interest thereon.

(c)

In case of default in the payment of the principal and/or interest as herein stipulated, and should legal action be commenced or an attorney employed to enforce payment of this Note, the undersigned Maker agrees to pay a the Holder ’ s reasonable attorney's fees, disbursements and applicable taxes in such action. Notwithstanding anything contained herein to the contrary, the amount of interest payable under the terms of this Note will in no event exceed the maximum amount of interest permitted to be charged under the laws of the States of Utah.

(d)

This Note will be governed by and construed in accordance with the laws of the State of Utah and any action to enforce the payments due under this Note, will be brought in a court of competent jurisdiction within the State of Utah and in no other place.

(e)

Presentment, demand, protest, notice of dishonor and extension of time without notice are hereby waived and the undersigned Maker consents to the release of any security designated herein, or any part thereof, with or without substitution.

Dated: October 23, 2012

"Maker"

Eastgate Acquisitions Corporation

By:_____________________________

Its

State of

)

: ss

County of

)

On this ___ day of _________ 2012, personally appeared before me __________________________, who upon being duly sworn did acknowledge to me that he did execute the foregoing Promissory Note as the duly authorized representative of Eastgate Acquisitions Corporation as the Maker thereof.

Notary Public

Residing at:

My commission expires:

Page 1 of 2

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “ Agreement ”) is entered into and effective as of October 23, 2012, by and EASTGATE ACQUISITIONS CORPORATION , a Nevada corporation (“ Eastgate ”), and ANNA GLUSKIN , an individual residing in Toronto, Canada (hereinafter referred to as “ Purchaser ”).

RECITALS

WHEREAS , the Purchaser desires to acquire from Eastgate and Eastgate desires to issue to Purchaser, a demand promissory note (the “ Promissory Note ”) pursuant to the terms and conditions set forth in this Agreement;

WHEREAS , in consideration for the Promissory Note, Purchaser will loan to Eastgate the sum of $100,000, which amount will be evidenced by Eastgate’s issuance of the Promissory Note.

NOW, THEREFORE , in consideration of the premises and the mutual promises herein made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Promissory Note . Subject to the terms and conditions of this Agreement and the Promissory Note that is annexed hereto as Attachment No. 1 and, by this reference, made a part hereof, upon execution of this Agreement Purchasers agree to loan to and deliver to Eastgate the cash sum of $100,000.00 in lawful money of the United States of America (the “ Principal Sum ”), receipt of which is hereby acknowledged by the execution and delivery of this Agreement and, whereby in consideration for the loan of the Principal Sum to Eastgate, Eastgate will cause to be executed and delivered to Purchaser the Promissory Note pursuant to the following terms:

(a)

The Promissory Note shall be for $100,000.00 in lawful money of the United States of America (Principal Sum), payable on demand and carry an interest rate of five percent (5%) per annum; and

(b)

The Promissory Note will be unsecured by specific property and become a general obligation of Eastgate.

Closing . The closing of the Agreement will occur immediately upon the contemporaneous execution of this Agreement and the Promissory Note and the delivery by Purchaser of the Principal Sum to Eastgate.

Representations, Warranties and Covenants of Eastgate . Eastgate hereby represents and warrants to Purchasers that:

(a)

Eastgate is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, and has all corporate powers, governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted in every jurisdiction in which its business conducted by it makes such qualification necessary.

(b)

Eastgate has the requisite power and authority to enter into and execute this Agreement and the Promissory Note and to consummate the transactions contemplated hereby and commit Eastgate to the terms, provisions and obligations set forth herein and in the Promissory Note. Neither the execution and delivery of this Agreement and Promissory Note nor the consummation of the transactions contemplated thereby will constitute a violation or default under any term or provision of the Certificate of Incorporation or bylaws of Eastgate, or of any contract, commitment, indenture, other

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agreement or restriction of any kind or character to which Eastgate may be a party or by which it is bound.

(c)

Eastgate has received all necessary and requisite approvals from its Board of Directors to execute this Agreement and Promissory Note and carry out the transactions contemplated thereby. Eastgate is not required to obtain any consent from, authorization or order of, or make any filing or registration with government agency or jurisdiction.

(d)

The execution and delivery of this Agreement and Promissory Note by Eastgate and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by Eastgate and does not materially violate or breach any material agreement or contract to which Eastgate is a party, or violate or conflict with any provision of Eastgate’s Articles of Incorporation or Bylaws

(e)

As of the date hereof, Eastgate’s capitalization consists of 100,000,000 shares of common stock, of which 31,625,000 are issued and outstanding and -0- shares are reserved for issuance pursuant to derivative securities. All of such outstanding shares of common stock are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued capital stock or other securities of Eastgate.

(f)

Eastgate is not a party to any material pending action or litigation or, to the knowledge of its executive officers, any governmental investigation or proceeding and no litigation, claims, assessments or any governmental proceedings are threatened in writing against Eastgate.

Representations, Warranties and Covenants of Purchasers . Purchasers hereby represents and warrants to Eastgate that:

(a)

Purchasers have full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b)

Purchaser is acquiring the Promissory Note for its own account and not with a view to making a distribution that may be in violation of the registration provisions of the Securities Act of 1933.

(c)

Purchaser acknowledges that the Promissory Note will be issued to Purchaser in reliance on specific exemptions from the registration requirements of federal and state securities laws and.

(d)

Purchaser has been furnished with all materials relating to the business, finances and operations of the Eastgate and materials relating to this Agreement. Purchaser acknowledges that the loan to Eastgate and the issuance of the Promissory Note involves a high degree of risk.

Miscellaneous .

(a)

This Agreement (including the Promissory note annexed hereto) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof.

(b)

This Agreement shall not be assignable by any party hereto without the prior written consent of the other party.

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(c)

This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, binding obligation, but all of which together will constitute one and the same instrument. The delivery by facsimile, e-mail or other electronic medium of an executed counterpart of this Agreement will be deemed to be an original and will have the full force and effect of an original executed copy.

(d)

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any state or jurisdiction other than Utah.

(e)

This Agreement may be amended only by an instrument in writing and agreed to by all parties hereto.

(f)

If any part of this Agreement is deemed to be invalid or otherwise unenforceable, the balance of the Agreement will remain in full force and effect.

IN WITNESS WHEREOF , the parties have executed and delivered this Agreement on the date first above written.

EASTGATE ACQUISITIONS CORPORATION

“ Eastgate ”

“ Purchasers”

By:

Its

ANNA GLUSKIN

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1. GENERAL APPLICABILITY

a. These General Conditions apply to all requests for offers, orders and agreements where a reference to these General Conditions is made regarding the supply of goods to and the performance of services (hereinafter referred to as ‘ deliveries ’ ) for Mediq N.V., Europalaan 2 in Utrecht (3526 KS), The Netherlands, listed in the Trade Register of the Chamber of Commerce of The Netherlands under file number 30000534 and for all affiliates of Mediq N.V. ( Mediq N.V. and its affiliates hereinafter referred to as ‘ Mediq ’ ), meaning any corporation or other business entity controlled by or under common control with Mediq and 'control' meaning the direct or indirect ownership of more than fifty percent (50%) of the voting interest in, or more than fifty percent (50%) interest in the income of, such corporation or other business entity. If and insofar this provision is valid and enforceable under the laws of the state where the designated location of Mediq for the delivery is, any general conditions of the supplier are not applicable, irrespective of references to applicability on documents or in communication during transactions between Mediq and the supplier take place. In any case, in the event of any conflict between the General Conditions and general conditions of the supplier, the General Conditions of Mediq prevail.

b. Any

provision of these General Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these General Conditions unless Mediq based on reasonable grounds deems such prohibited or unenforceable provision to be essential to these General Conditions, in which case Mediq may terminate the agreement or order(s), effective immediately upon notice to the supplier. The prohibition on or unenforceability of any provision in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

1. ORDERS

a. Deliveries shall be made against written purchase orders issued by Mediq . The supplier shall acknowledge Mediq ’ s purchase orders in writing within ten (10) business days after receipt, including the requested delivery date. Acknowledgement of the written purchase order issued by Mediq implies acceptance of these General Conditions.

b. No

purchase order, acknowledgment form, or other ordering document or communication from either party shall vary the terms and conditions on these General Conditions unless both parties expressly agree otherwise in writing with respect to specific purchase orders.

c. Mediq reserves the right to revoke an order that it has placed, if the supplier does not acknowledge it in writing within ten (10) business days after receipt. If the acknowledgment deviates in any way from the order, Mediq is only bound to it after it has explicitly declared in writing that it accepts the deviation. Acceptance by Mediq of deliveries, as well as payments for them made by Mediq , does not imply any acknowledgment of the deviations.

d. Upon

written notice provided to the supplier at least thirty (30) days prior to the scheduled delivery date, Mediq may reschedule the delivery at no charge. Mediq ’ s request to reschedule any delivery with less than thirty (30) days prior written notice to the supplier shall be at the sole discretion of the supplier. Supplier will allow one deferral of maximum 60 days. If Mediq has no use for the ordered products due to circumstances that occurred after the supplier ’ s order acknowledgment, Mediq may cancel the order by written notice indicating the reasons for the cancellation. Mediq will reimburse the supplier for 80% of the invoiced amount.

e. Mediq will strive to place orders in minimum volume of 5000 units pr. Ordre .

1. PRICE, INVOICING AND PAYMENT

a. The agreed price is fixed in the currency of the country where the designated location of Mediq for the delivery is and is excluding VAT. Invoices must be submitted to the designated location of Mediq with reference numbers, be in conformity with the orders and itemised per position and include the position number(s). For as long as any part of these details is missing, Mediq has the right to defer its obligation to pay in question. Schedule “ C ” attached hereto contains the form of supplier invoice approved by Mediq .

b. Mediq will pay after correct invoicing within 30 days after the invoice receipt date, unless a different period is agreed. The aforementioned period is not a strict deadline.

c. Payment does not in any way imply the waiver of any right to come back on the performance of the deliveries and/or invoices. Payment of the invoices of the supplier does not in any way imply the acceptance of any general conditions of the supplier that are mentioned or referred to on the invoices.

d. In the event that Mediq fails to make any payment when due and after the expiry of an additional period of time the supplier has granted Mediq in writing, the supplier may enfy withhold further deliveries until payment is made in full. No penalties will be charged to the supplier for any delay in shipment by the supplier as a result of Mediq ’ s failure to make any payment as and when due to the supplier pursuant to the terms of this agreement.

e. Mediq is authorised to offset its debt after receiving written approval by supplier, which is due and payable, against the debt owed by the supplier.

1. INTELLECTUAL PROPERTY RIGHTS AND

PRIVATE LABEL

a. If the delivery or accompanying documentation are subject to intellectual property rights, Mediq acquires a free right of its use for resale only via a non exclusive, worldwide, license for the duration of the contract. All intellectual property rights that arise as a result of the performance of the delivery by the supplier, its personnel or third parties that the supplier involves in the performance of the delivery, come to rest with Mediq . On first demand of Mediq , the supplier is obliged to do everything that is required to acquire and secure these rights.

b. The

supplier guarantees that the delivery does not infringe on the intellectual property rights of third parties. The supplier indemnifies and holds Mediq harmless from and against any and all claims damages, liabilities, costs and expenses, including but not limited to court costs and reasonable attorneys ’ fees, asserted by any third party owing to (alleged) infringements in this regard.

c. In the event the deliveries are for private label goods of Mediq the supplier is authorized to use Mediq's trademarks, trade names and logos in connection with the packaging of the goods in accordance with Mediq ’ s rules and instructions. Upon termination or expiration of the agreement concerning the private label, the supplier shall immediately cease its use of any of Mediq ’ s trademarks, trade names or logos. Except as described in these General Conditions, Mediq does not grant and the supplier acknowledges that it shall have no right, license or interest in any of the patents, copyrights, trademarks, or trade secrets owned, used or claimed now or in the future by Mediq . All applicable rights to such patents, copyrights, trademarks, and trade secrets are and will remain the exclusive property of Mediq , whether or not the patents, copyrights, trademarks and trade secrets are specifically recognized or perfected under the applicable laws.

1. PACKAGING AND SHIPMENT

a. The supplier will package the goods to be supplied as economically, safely and carefully as possible and such that the shipment is easy to handle during transport and unloading. According to FOB Toronto title to the order passes to Mediq at the shipping point in Toronto. The supplier will use reasonable efforts in packaging the order to ensure that the delivery reaches its destination in good condition. Pallet shipments will be effected on pallets of Euro format, so-called Euro Pallets. To stimulate the reuse of packaging, as much use as possible is made of neutral packaging without print. The packaging must be suitable for reuse or recycling. With reference to EU directive 2000/29/EC, deliveries from the United States, Canada, China and Japan that use wood packaging material (pallets, boxes and the like) must be disinfected before they enter the European Union. Deliveries of hazardous materials must comply with the conditions of transport as stipulated in the ADR (European agreement concerning the carriage of hazardous materials by road) or the 1ATA regulations for aviation and be accompanied by all applicable documentation; the packages must be labelled with the correct hazard labels. The haulier must carry any transport emergency card. Special packaging that must be returned to the supplier must be marked as such. The supplier must mark the shipment with the Mediq order reference number and the number of packages, as well as the correct name and address details of the delivery address. The outside of the package must be provided with a packing list that states the content of the shipment. Without prejudicing the aforementioned, the packaging and the shipment must comply with all the applicable legislation and regulations. Mediq may reject a delivery that does not comply with these demands. Any return of a delivery, as well as any return of special packaging, irrespective of the reason, shall be for the cost of the supplier,

b. As the product will be packaged under a private label to Mediq ’ s design and specifications, all product packaging will be pre-approved by Mediq . All private label packaging for Mediq will be paid for in advance by Mediq . The unit price charged on the invoice to Mediq for products ordered will be adjusted for the cost of the private label packaging. Mediq and the supplier will decide on economical quantities of private label packaging to be purchased and stocked. The inventory of private label packaging maintained with the supplier shall be the property of Mediq .

1. DELIVERY

a. All deliveries will be made to the designated location of Mediq , if not otherwise indicated in the order.

b. Delivery is effected ‘ Free a Board - Toronto ’ (FOB Toronto), according to the version of the Incoterms that applies at the moment that the order was placed, without prejudicing that which is determined in these General Conditions. The delivery date commitment of the supplier is therefore satisfied when the order is handed over to the shipper in Toronto.

c. The delivery date, dates or term(s) agreed apply as deadlines that must be strictly observed and apply to the whole delivery, including the accompanying documentation. If circumstances occur that give cause to think that the agreed delivery date, dates or term(s) will be exceeded, then the supplier must inform Mediq of this immediately in writing. If the supplier exceeds any agreed delivery date, dates or term(s), Mediq is authorised to impose a penalty on the supplier, without prior notice of default, of 1% of the price of the delivery per calendar week or calendar week part exceeded, which will be immediately due and payable on the date of the imposition. If the delivery is delayed as a result of inadequate private label packaging maintained at the supplier ’ s facilities, no penalty shall apply. The imposition, collection or settlement of this penalty does not prejudice the right of Mediq to performance, damages and termination.

d. The

supplier shall maintain adequate and accurate books and records with respect to the deliveries for a period of at least the shelf life, respectively the life cycle of the goods plus one (1) year, including but not limited to, manufacturing records and lot traceability records.

1. INSPECTIONS

a. Mediq has the right to inspect the delivery or have it inspected by officials that it has appointed for this purpose before the moment of delivery at the supplier or its suppliers and upon delivery at the agreed place of delivery. The supplier must fully cooperate in this as required .. All costs relating to the inspections and re inspections shall be the sole responsibility of Mediq .

b. In

the event a delivery is rejected the order will be cancelled or repaired after the Supplier has had the delivery inspected by independent inspectors and who agree with the defaults found by Mediq ’ s inspectors. Once Mediq ’ s inspectors reject a delivery all other deliveries scheduled will be postponed without penalty until the repair or replacement has been approved by the Supplier and Mediq and subsequent deliveries have been modified if required for a similar default.

1. TRANSFER OF OWNERSHIP AND RISK

The delivery is FOB Toronto as such Mediq assumes risk, ownership and responsibility once the delivery is in the hands of the shipper. Supplier will carry out export procedures and documentation.

2. GUARANTEE

a. The supplier guarantees that the delivery:

- is of good quality and defect free and in the case of performing services that they are performed by expert personnel using new materials;

- is entirely in accordance with that determined in the agreement or order, the specifications given and the reasonable expectations of Mediq for as far as the characteristics, quality and reliability of the delivery are concerned;

- is suitable for the purpose for which the delivery was intended ( i ) in the nature of the case evident to the supplier or (ii) in accordance with the order; and

- complies with all applicable legislation and regulations, including any export license(s) required for the export of the deliveries.

a. If

in the agreement or order a reference is made to technical, safety, quality or other regulations and documents that have not been appended to the agreement or order, the supplier is presumed to be familiar with them, unless it immediately informs Mediq of the contrary in writing. Mediq will then further inform the supplier about these regulations and documents.

b. The supplier must for one ’ s own account ensure the timely acquisition of the permissions, permits or licences that are needed for the performance of the delivery and for the fulfilment of the conditions that it contains.

c. If

the delivery does not appear to comply with that determined in these General Conditions, the supplier will for one ’ s own account, on first demand and at the discretion of Mediq , replace, repair or repeat the delivery within two (2) weeks, without prejudicing the other rights of Mediq . If the supplier remains in default of fulfilling its guarantee obligations, then Mediq has the right to have the delivery replaced, repaired or repeated, at the expense of the supplier, whether or not with the help of third parties. Mediq will inform the supplier about the exercising of this right as much as possible beforehand. The guarantee described in these General Conditions also applies to the replaced, repaired or repeated parts of a delivery,

d. Any notice of defective products shall be considered to have been given in due time if given less than 15 days from the date of delivery to Mediq ’ s premises .f. The supplier shall at all times defend, indemnify and hold Mediq harmless from and against any direct losses incurred by Mediq in connection with any third-party claimarising out of the use of any delivery, or arising out of a breach by the supplier of any of the terms of these General Conditions, except to the extent caused by ( i ) the negligence or intentional misconduct of Mediq or (ii) a breach by Mediq of any of the terms of these General Conditions. Mediq shall at all times defend, indemnify and hold the supplier harmless from and against any direct losses incurred by the supplier in connection with any third-party claim arising out of the use of any delivery, or arising out of a breach by Mediq of any of the terms of these General Conditions, except to the extent caused by ( i ) the negligence or intentional misconduct of the supplier or (ii) a breach by the supplier of any of the terms of these General Conditions.

1. TRANSFER OF RIGHTS AND OBLIGATIONS

The supplier will not subcontract out the delivery or parts thereof to third parties and will not partially or wholly transfer the rights and obligations that it acquires by virtue of the agreement to third parties, without prior written permission from Mediq .

2. CONFIDENTIALITY

The supplier shall not disclose to anyone or use, except with the prior written authorization of Mediq any confidential information, meaning any information if: ( i ) it concerns the deliveries, (ii) it is delivered in written form marked "confidential ” , (ii) it is delivered orally, described as confidential and its confidential nature is confirmed in writing within thirty (30) days and (iii) in any event if the supplier might reasonably be expected to judge it as confidential, provided by Mediq to the supplier or discerned by the supplier from information obtained from Mediq in the course of performing its obligations, provided however, that such information shall not be considered as confidential if such information ( i ) is in the public domain or known by the supplier prior to disclosure, (ii) becomes known to the public after disclosure, other than through breach of this confidentiality obligation, (iii) becomes known to the supplier from a source other than Mediq without breach of any obligation to preserve such information in confidence by such source, or (iv) is required by law to be disclosed, provided such disclosure is subject to all available protection from further disclosure.

3. APPLICABLE LAW AND COMPETENT COURT

Each of the deliveries will be governed by the laws of the state where the designated location of Mediq for the delivery is. The applicability of the Vienna Sales Convention is excluded. All disputes between Mediq and the supplier that may arise and for which no solution can be found in consultation with each other, shall only be submitted to the competent court in the district where the designated location of Mediq for the delivery is. Before using a court to settle a dispute alternative mediation or arbitration should be used.

Acceptance of the above conditions

Eastgate Pharmaceuticals INC

Mediq Danmark A/S

488 Champagne Drive

Kommarksvej 15-19

Toronto, Ontario, M3J 2T9

DK-2605 Brondby

Canada

Date: December 12, 2012

\s\ Anna Gluskin

\s\ Anders Bartholin

CEO

Supply Chain Director

Endnotes

General Conditions of Purchase of Mediq

Aggrement

1 /4

General Conditions of Purchase of Mediq

EXHIBIT 21.1

SUBSIDIARIES OF EASTGATE ACQUISITIONS CORPORATION

Name of Subsidiary

Jurisdiction of Organization

Eastgate Pharmaceuticals Inc.

Province of Ontario, Canada

(Wholly owned subsidiary of

Eastgate Acquisitions Corporation)

Registered with the Public Company

Accounting Oversight Board

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Eastgate Acquisitions Corp.

As independent registered public accountants, we hereby consent to the use of our report dated April 10, 2012, with respect to the financial statements of Eastgate Acquisitions Corp., in its registration statement on Amendment No. 1 to Form S-1 relating to the registration of 15,472,450 shares of common stock. We also consent to the reference of our firm under the caption “interests of name experts and counsel” in the registration statement.

/s/ SADLER, GIBB AND ASSOCIATES, LLC

Salt Lake City, UT

January 29, 2013


Beneficial Ownership Name	Number of Shares Owned	Number of Shares Being Registered	Number of Shares Owned After Offering	Percentage After Offering
Behan, Tom	3,100	3,100	0	0.00 %
Benson, Brett	3,100	3,100	0	0.00 %
Cowle, Edward	4,650,000	50,000	4,600,000	14.55 %
Dansby, Robert	3,100	3,100	0	0.00 %
Dempsey, Bob	3,100	3,100	0	0.00 %
Gluskin, Anna	3,500,000	50,000	3,450,000	10.91 %
Griffin, Jeane	3,100	3,100	0	0.00 %
Hasanagic, Mirjana	2,000,000	25,000	1,975,000	6.25 %
Juliano, Jo	3,100	3,100	0	0.00 %
Juliano, John	3,100	3,100	0	0.00 %
Kelly, Rose Mary	3,100	3,100	0	0.00 %
Lukian, Brian	500,000	25,000	475,000	1.50 %
Mancini, Robyn	3,100	3,100	0	0,00 %
Miller, Dale	3,100	3,100	0	0.00 %
Miller, Jean	3,100	3,100	0	0.00 %
Ott, Bernadette	3,100	3,100	0	0.00 %
Patterson, Janis	3,100	3,100	0	0.00 %
Price, John	3,100	3,100	0	0.00 %
Ruzicka, Andrea	3,100	3,100	0	0.00 %
Ruzicka, Jim	3,100	3,100	0	0.00 %
Schwarz, Joseph	2,000,000	25,000	1,975,000	6.25 %
Smith, Rocky	3,100	3,100	0	0.00 %
Snow, Jeannie	3,100	3,100	0	0.00 %
Snow, Michelle	3,100	3,100	0	0.00 %
Snow, Ron	3,100	3,100	0	0.00 %
Steeley, Jill Marie	3,100	3,100	0	0.00 %
TGT Investments Group Corp. ⁽¹⁾	10,000,000	50,000	9,950,000	31.46 %
Walker, Tom	3,100	3,100	0	0.00 %
Walter, Sharon	3,100	3,100	0-	0.00 %
Weisspapir, Michael	2,000,000	25,000	1,975,000	6.25 %
Wells, Pete	3,100	3,100	0	0.00 %
Wheeler, Haley	3,100	3,100	0	0.00 %
Wheeler, Scott	3,100	3,100	0	0.00 %
Wheeler, Tonya	3,100	3,100	0	0.00 %
Wilkins, Laura	3,100	3,100	3,100	0.00 %
Wilkins, Sandra	3,100	3,100	0	0.00 %
Williams, Amanda	3,100	3,100	0	0.00 %
Williams, Dave	3,100	3,100	0	0.00 %
Williams, H. Deworth	2,202,550	50,000	2,152,550	6.81 %
Williams, Geoff	4,650,000	50,000	4,600,000	14.55 %
Williams, Nate	3,100	3,100	0	0.00 %
Winderman, Harry	23,250	23,250	0	0.00 %


Name of Beneficial Owner	Number of Shares	Percent of Class ⁽¹⁾
*Directors and Officers*
Anna Gluskin*	3,500,000		11.1%
Mirjana Hasanagic*	2,000,000		6.3%
Brian Lukian*	500,000		1.6%
Joseph Schwarz*	2,000,000		6.3%
Michael Weisspapir *	2,000,000		6.3%
Geoff Williams *	4,635,000		14.7%
Nancy Ah Chong *	0		0%
*5% Stockholders*
TGT Investment Management Inc. ⁽²⁾	10,000,000		31.6%
Edward F. Cowle*	4,635,000		14.7%
H. Deworth Williams	2,195,445		6.9%
All Directors and Officers as a group (7 persons)	14,635,000		46.3%


	December 31, 2011			December 31, 2010
Income tax expense at statutory rate	$	(11,668	)	$	(9,498	)
Contributed services		2,340			2,340
Valuation allowance		9,328			7,158
Income tax expense per books	$	-		$	-


Statement of Operations Data
										From Inception on
		Nine Months Ended		Nine Months Ended		Year Ended		Year Ended		September 8, 1999 Through
		September 30, 2012		September 30, 2011		December 31, 2011		December 31, 2010		September 30, 2012
		(unaudited)		(unaudited)						(unaudited)

Revenues	$	-	$	-	$	-	$	-	$	-

Total operating expenses		388,994		14,385		23,943		18,920		493,192

Interest expense		8,600		4,187		5,977		5,435		25,790

Net loss	$	(397,594)	$	(18,572)	$	(29,920)	$	(24,354)	$	(518,982)

Basic and diluted loss per share	$	(0.02)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average number of common shares outstanding		21,260,036		11,625,000		11,625,000		11,625,000


Balance Sheet Data
		September 30, 2012			December 31, 2011		December 31, 2010
		(unaudited)
ASSETS
Total current assets	$	-		$	-	$	-

Total assets	$	-		$	-	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities	$	383,782		$	89,188	$	65,268

Total liabilities		383,782			89,188		65,268

STOCKHOLDERS' DEFICIT
Common Stock		316			116		116
Additional paid-in capital		134,884			32,084		26,084
Deficit accumulated during the development stage		(518,982	)		(121,388)		(91,468)

Total stockholders' deficit	$	(383,782	)	$	(89,188)	$	(65,268)

Total liabilities and stockholders' deficit	$	-		$	-	$	-


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Balance Sheets


ASSETS

				December 31,			December 31,
				2011			2010


CURRENT ASSETS

	Cash			$	-			$	-

		Total Current Assets			-				-

		TOTAL ASSETS		$	-			$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES

	Accounts payable			$	12,408			$	1,020
	Accrued interest - related party				17,190				11,213
	Note payable - related party				59,590				53,035

		Total Current Liabilities			89,188				65,268

STOCKHOLDERS' DEFICIT

	Common stock; 20,000,000 shares authorized,
	at $0.00001 par value, 11,625,000 shares issued
	and outstanding				116				116
	Additional paid-in capital				32,084				26,084
			Deficit accumulated during the development stage			(121,388)				(91,468)


		Total Stockholders' Deficit			(89,188)				(65,268)

		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT		$	-			$	-

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


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Operations

							From
							Inception on
							September 8,
			For the Years Ended				1999 Through
			December 31,				December 31,
			2011		2010		2011

REVENUES			$	-	$	-	$	-

OPERATING EXPENSES

	General and
	administrative			23,943		18,920		104,198

		Total Operating Expenses		23,943		18,920		104,198

LOSS FROM OPERATIONS				(23,943)		(18,920)		(104,198)

OTHER EXPENSES

	Interest expense			(5,977)		(5,434)		(17,190)

		Total Other Expenses		(5,977)		(5,434)		(17,190)

LOSS BEFORE INCOME TAXES				(29,920)		(24,354)		(121,388)
PROVISION FOR INCOME TAXES				-		-		-

NET LOSS			$	(29,920)	$	(24,354)	$	(121,388)


BASIC AND DILUTED LOSS PER SHARE			$	(0.00)	$	(0.00)

BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING				11,625,000		11,625,000

The accompanying notes are an integral part of these financial statements


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Cash Flows

									From
									Inception on
								September 8,
				For the Years Ended				1999 Through
				December 31,				December 31,
				2011		2010		2011
OPERATING ACTIVITIES

	Net loss			$	(29,920)	$	(24,354)	$		(121,388)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Expenses paid on the Company's behalf
		by a related party			6,555		14,900			59,590
		Services contributed by shareholders			6,000		6,000			31,700
	Changes in operating assets and liabilities:
		Accrued interest - related party			5,977		5,434			17,190
		Accounts payable			11,388		(1,980)			12,408

			Net Cash Used in Operating Activities		-		-			(500)

INVESTING ACTIVITIES					-		-			-

FINANCING ACTIVITIES

		Common stock issued for cash			-		-			500

			Net Cash Provided by Financing Activities		-		-			500

		NET DECREASE IN CASH			-		-			-

		CASH AT BEGINNING OF PERIOD			-		-			-

		CASH AT END OF PERIOD		$	-	$	-	$		-

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION

	CASH PAID FOR:

		Interest		$	-	$	-	$		-
		Income Taxes		$	-	$	-	$		-

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


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Condensed Balance Sheets

ASSETS

			September 30,		December 31,
			2012		2011
			(Unaudited)

CURRENT ASSETS

	Cash		$	-	$	-

		Total Current Assets		-		-

		TOTAL ASSETS	$	-	$	-


LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES

	Accounts payable		$	134,722	$	12,408
	Accrued interest - related party			25,790		17,190
	Payable - related party			223,270		59,590

		Total Current Liabilities		383,782		89,188

STOCKHOLDERS' DEFICIT

	Common stock; 100,000,000 shares authorized,
	at $0.00001 par value, 31,625,000 and 11,625,000
	shares issued and outstanding, respectively			316		116
	Additional paid-in capital			134,884		32,084
	Deficit accumulated during the development stage			(518,982)		(121,388)

		Total Stockholders' Deficit		(383,782)		(89,188)

		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT	$	-	$	-

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


EASTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
								From
								Inception on
								September 8,
				For the Nine Months Ended				1999 Through
				September 30,				September 30,
				2012		2011		2012

OPERATING ACTIVITIES

	Net loss			$	(397,594)	$	(18,572)	$	(518,982)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Expenses paid on the Company's behalf
		by a related party			163,680		5,555		223,270
		Common stock issued for services			100,000		-		100,000
		Services contributed by shareholders			3,000		4,500		34,700
	Changes in operating assets and liabilities:
		Change in accrued interest			8,600		4,187		25,790
		Change in accounts payable			122,314		4,330		134,722

			Net Cash Used in
			Operating Activities		-		-		(500)


INVESTING ACTIVITIES					-		-		-


FINANCING ACTIVITIES

		Common stock issued for cash			-		-		500

		Net Cash Provided by Financing Activities			-		-		500

		NET DECREASE IN CASH			-		-		-

		CASH AT BEGINNING OF PERIOD			-		-		-

		CASH AT END OF PERIOD		$	-	$	-	$	-

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION

	CASH PAID FOR:
		Interest		$	-	$	-	$	-
		Income Taxes		$	-	$	-	$	-

	NON CASH FINANCING ACTIVITIES:			$	-	$	-	$	-

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