EASTGATE ACQUISITIONS CORP (Form: 10-Q, Received: 11/14/2014 17:26:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2014

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-52886

EASTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

(801) 322-3401

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¹ Yes [X] No [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

TABLE OF CONTENTS


Heading		Page

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	15

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 1A.	Risk Factors	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	16

	Signatures	17

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited balance sheet of Eastgate Acquisitions Corporation at September 30, 2014, related unaudited statements of operations and cash flows for the periods ended September 30, 2014 and 2013 have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. Operating results for the period ended September 30, 2014, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014 or any other subsequent period.

EASTGATE ACQUISITIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited

	September 30,			December 31,
	2014			2013

ASSETS
Current
Cash	$	6,166		$	458
Deposits and prepaid assets		40,242			-

Total current assets		46,408			458

Other assets
Property & Equipment, net		148,477			71,297
Sales tax recoverable		40,546			-

Total other assets		189,023			71,297

Total assets	$	235,431		$	71,755


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	248,737		$	421,439
Accrued liabilities related party		532,493			960,000
Capital lease obligation		-			24,380
Accrued interest - related parties		141,924			95,004
Notes payable - related parties		980,690			898,109

Total current liabilities		1,903,844			2,398,932

Total Liabilities		1,903,844			2,398,932

Stockholders' equity
Authorized:
Preferred stock:50,000,000 shares authorized at $0.00001 par value
no shares issued at September 30, 2014 and December 31, 2013		-			-
Common stock: 450,000,000 shares authorized at $0.00001 par value
52,615,607 and 31,625,000 shares issued and outstanding at
September 30, 2014 and December 31, 2013 respectively		525			316
Additional paid-in capital		4,632,962			134,884
Subscription payable		-			2,000
Accumulated other comprehensive income		12,796			147
Accumulated deficit		(6,314,696	)		(2,464,524	)

Total stockholders' Deficit		(1,668,413	)		(2,327,177	)

Total liabilities and stockholders' equity	$	235,431		$	71,755

EASTGATE ACQUISITIONS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Unaudited





	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013

REVENUES	$	-		$	-		$	-		$	-

Cost of goods sold		-			-			-			-
								-			-

Gross (loss) profit		-			-			-			-

OPERATING EXPENSES

Professional fees		22,943			13,370		$	125,941		$	26,677
Research & development		308,044			44,757			693,535			107,503
General and administrative		575,604			158,673			2,904,319			449,711
Marketing and selling		23,526			9,327			58,330			9,327

		930,117			226,127			3,782,125			593,218

LOSS FROM OPERATIONS		(930,117	)		(226,127	)		(3,782,125	)		(593,218	)

Other items
Interest expense		(23,112	)		(18,064	)		(68,047	)		(42,987	)

Total other items		(23,112	)		(18,064	)		(68,047	)		(42,987	)

LOSS BEFORE INCOME TAXES		(953,229	)		(244,191	)		(3,850,172	)		(636,205	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(953,229	)	$	(244,191	)	$	(3,850,172	)	$	(636,205	)

BASIC LOSS PER SHARE	$	(0.02	)	$	(0.01	)	$	(0.09	)	$	(0.02	)

WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING		50,204,563			31,625,000			42,974,824			31,625,000

COMPREHENSIVE LOSS
A summary of the components of
other comprehensive loss for the
periods ended is as follows:

Net Loss		(953,229	)		(244,191	)		(3,850,172	)		(636,205	)

Other Comprehensive Loss - foreign currency translation		(4,497	)		(37	)		12,649			(37	)

Comprehensive Loss	$	(957,726	)	$	(244,228	)	$	(3,837,523	)	$	(636,242	)

EASTGATE ACQUISITIONS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited


	For the Nine Months Ended
	September 30,			September 30,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(3,850,172	)	$	(636,205	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Expenses paid on the Company's behalf
by a related party		4,938			177,816
Common stock issued for services		1,263,911			-
Depreciation		18,723			10,461
Services contributed by shareholders					-
Changes in operating assets and liabilities:
Accrued interest		46,920			39,486
Prepaid asset		(40,242	)		4,500
Accounts payable		(92,294	)		189,774
Accrued liabilities related party		1,517,962			-
Sales tax recoverable		(40,546	)
Long term deposit					(17,625	)


Cash flows from operating activities		(1,170,800	)		(231,793	)


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(95,903	)		(4,648	)


Cash flows from investing activities		(95,903	)		(4,648	)


CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligation		(24,380	)		(29,140	)
Proceeds from notes payable related party		125,808			190,771
Payments on notes payable related party		(48,166	)		-
Common stock issued for cash		1,206,500



Cash flows from financing activities		1,259,762			161,631


NET INCREASE (DECREASE) IN CASH		(6,941	)		(74,810	)
Effect of foreign currency translation adjustments		12,649			1,254

Cash, beginning of the period		458			100,000

Cash, end of the period	$	6,166		$	26,444

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	20,151		$	3,502

Non Cash Financing activities:
Capital contribution by officer - payment of
related party payable on behalf of company		-		$	-
Property & equipment purchased under
capital lease obligation	$	-		$	63,543
Common stock issued to convert liabilities	$	2,025,876
Common stock issued - subscription payable		2,000

EASTGATE ACQUISITIONS CORPORATION

Condensed Notes to Financial Statements

September 30, 2014 and December 31, 2013

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Eastgate Acquisitions Corporation without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2014, and for all periods presented herein have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended September 30, 2014 and 2013 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $6,314,696 as of September 30, 2014. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time, raising substantial doubt about its ability to continue as a going concern.

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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

Cash and Cash Equivalents

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Research and Development Costs

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

Foreign Currency Translation

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

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

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

NOTE 4 –RELATED-PARTY TRANSACTIONS

Notes payable – related parties

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

During the nine months ended September 30, 2014 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have advanced cash to the Company of $125,808, and have had expenses paid by the Company of $4,938 on their behalf. At September 30, 2014 the Company has repaid $48,166 of related party loans. During the year ended December 2013 the CEO and companies owned by the CEO as well as a company owned by a related party shareholder have paid for expenses on behalf of the Company of $81,584 and advanced cash to the Company of $367,422. As of September 30, 2014 and December 31, 2013, the Company owed $141,924 and $95,004 of accrued interest to related parties, respectively, resulting from interest expense of $68,047 and $59,848, respectively.

NOTE 5 –SALES TAX RECOVERABLE

Sales tax receivable

The Company recovers sales tax paid, for which returns are filed on annual basis. At September 30, 2014, $40,546 was claimed as recoverable compared to the December 31, 2013 balance of $0. Sales tax recoverable is a result of sales tax paid on eligible expenses.

NOTE 6 – STOCKHOLDERS' EQUITY

On September 15, 2014, the board of directors and the shareholders holding a majority of our common stock approved amending our Restated Articles of Incorporation to 1) change our name to "Eastgate Biotech Corp." from "Eastgate Acquisitions Corporation" and 2) increase our total number of shares of authorized capital stock to 500,000,000 shares consisting of (i) 450,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock. Also on September 15, 2014 shareholders holding a majority of our common stock approved the Company's 2014 Equity Incentive Plan, which was previously approved by the board of directors on May 20, 2014. The name change and increase in authorized shares will become effective when we amend the Restated Articles of Incorporation by filing a Certificate of Amendment with the Secretary of State of Nevada.

During the quarter ended March 31, 2014 the Company has sold 4,190,000 Units at $0.25 and 450,000 Units at $0.22 consisting of one share of common stock and a warrant to purchase 0.75 of a share for cash pursuant to a private placement agreement. As a result of this transaction, the Company issued 4,640,000 shares of common stock and 3,480,000 warrants to purchase our common stock for five years at $0.25 per share. The Company issued 1,000,000 shares and paid $110,000 in cash in finder's fee in connection with this transaction.

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

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

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

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

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

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

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

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

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

As of September 30, 2014, the Company had 8,997,300 warrants to purchase common stock. All outstanding warrants have a weighted average price of $0.25 per share and have a weighted average remaining life of 4.53 years.

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

Warrants Issued & Outstanding

NOTE 7– SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report except as described below:

In October of 2014 the Company issued a total of 1,700,000 shares of common stock to consultants for services rendered at the price of $0.065 per share.

In October of 2014 the Company has sold 100,000 Units consisting of one share of common stock and a warrant to purchase 0.5 of a share for cash pursuant to a private placement agreement at the price of $0.05 per share. As a result of this transaction, the Company issued 100,000 shares of common stock and 50,000 warrants to purchase our common stock for five years at $0.05 per share.

In October of 2014 the Company issued a total of 23,894,627 shares of common stock in satisfaction of accrued liabilities at the price of $0.32 per share.

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

Results of Operations

The following selected comparative financial information has been derived from and should be read in conjunction with the company's financial statements for the years ended December 31, 2013 and 2012 and for the three and nine months ended September 30, 2014.

For the Three Months ended

For the Nine Months ended

Research & development

General & administrative

Marketing and selling

Total operating expenses

Loss from operations

Results of Operations

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

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

We have not recorded any revenues since inception. The company expects to have sales or at least orders later in 2014 as a result of the intellectual property acquired in 2012 and the further development and marketing of the new products.

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

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

Research and development

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

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

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

General and administrative

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

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

Marketing and selling

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

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

Interest expense of $23,112 for the third quarter ended September 30, 2014 an increase of $5,048 from $18,064 for the third quarter of 2013. The increase is attributed to an increase in loans from stockholders during the period. During all of the year ended December 31, 2013 and again in the quarter ended September 30, 2014 the company relied on advances from related party to finance it's operations, .

Interest expense of $68,047 for the nine months ended September 30, 2014 an increase of $25,060 from $42,987 for the first nine months of 2013. The increase is attributed to an increase in loans from stockholders during the period. During all of the year ended December 31, 2013 and again for the quarter ended September 30, 2014 the company relied on advances from related party to finance it's operations.

Liquidity and Capital Resources

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

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

During the year ended December 31, 2013, ongoing expenses were paid by principal stockholders and through increased accounts payable. During the nine months ended September 30, 2014 the stockholders contributed $118,171 in cash and in paying expenses directly on behalf of the company. During the nine months the company also completed an equity raise with proceeds of $1,206,500. At September 30, 2014 and December 31, 2013, we had cash on hand of $6,166 and $458, respectively. At September 30, 2014 we had notes payable - related party of $980,690, compared to $898,109 at December 31, 2013. The increase represents additional contributions from stockholders during the first nine months of 2014. Accrued interest – related party at September 30, 2014 was $141,924 compared to $95,004 at December 31, 2013, which increase reflects the added interest on the payable – related party, less $20,151 of accrued interest paid during the period. Accounts payable and accrued liabilities decreased from $421,439 at December 31, 2013, to $248,737 at September 30, 2014, primarily a result of the $80,407 of accounts payable that accepted the company's common stock in exchange for the accounts payable obligation.

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

At September 30, 2014, we had a stockholders' deficit of $1,668,413 compared to a stockholders' deficit of $2,327,177 at December 31, 2013. The decrease in stockholders' deficit is primarily attributed to the equity raise combined with the conversion of accounts payable and accrued liabilities related party to equity.

As of November 7, 2014, we had cash on hand of $13,834. We believe that our available cash combined with continued advances from related parties will be sufficient to carry on general corporate functions for the next nine months, although we will need to limit cash outlays for research and product development until we can secure additional funds. We are presently investigating possible funding opportunities to arrange for additional funds, although we do not have any definitive agreement or arrangement for such funds. We expect that additional funding to proceed with development of the intellectual property acquired in 2012 will most likely be from the sale of securities or from stockholder loans. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned development program. We estimate that cash requirements for the next twelve months will be approximately $5,000,000. In the past year, we have relied on advances from related parties for financing our operations. We continue to explore potential funding opportunities, which may be in the form of debt or the sale of equity securities. In the event we are unsuccessful in arranging for outside funding, we will most likely continue to rely on related parties to provide funding, although there are no firm commitments or agreements with any related party to provide funds in the future.

We have accumulated a net operating loss carryforward of approximately $2,322,844 as of December 31, 2013. This loss carry forward may be offset against future taxable income through the year 2032. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2013 or the nine month period ended September 30, 2014 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

Recent Accounting Pronouncements

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

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Following the closing of a patent acquisition agreement (the "Acquisition Agreement") in 2012, we have become engaged in the development and ultimate formulation of other novel formulations of natural compounds and pharmaceutical products that have limitations in effective use for human consumption. We believe our self-emulsifying drug delivery technology can improve the efficacy of existing products and formulations based on natural or well-established compounds and known biologically active compounds. We intend to conduct our research and development through collaborative programs. We anticipate relying on arrangements with third party drug developers such as contract research organizations and clinical research sites for a significant portion of our product development efforts.

The Acquisition Agreement enabled us to acquire certain products, formulas, processes, proprietary technology and/or patents and patent applications related to pharmaceutical, nutraceutical, food supplements and consumer health products. We have not formulated any final products or receive approvals from any regulatory agencies or generated any revenues from product sales. We have not been profitable since our inception through the current date.

We expect to incur significant operating losses for the next several years and until we are able to formulate a commercially viable product. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:

● Continue to undertake formulation of novel products and subsequent preclinical and clinical trials for our product candidates;

● Seek regulatory approvals for our product candidates;

● Develop, formulate, manufacture and commercialize our products;

● Implement additional internal systems and develop new infrastructure;

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

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

● Hire qualified personnel.

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

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

Forward-Looking and Cautionary Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4. Controls and Procedures.

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

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our chief executive officer and chief financial officer, concluded that, as of September 30, 2014, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Control Over Financial Reporting . Management has evaluated whether any change in our internal control over financial reporting occurred during the quarter ended September 30, 2014. Based on its evaluation, management, including the chief executive officer and chief financial officer, has concluded that there has been no change in our internal control over financial reporting during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A. Risk Factors

This item is not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

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

On October 15, 2014, we issued 1,700,000 shares of common stock to consultants for services rendered at the price of $0.065 per share, The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

On October 17, 2014, we issued 100,000 Units consisting of one share of common stock and a warrant to purchase 0.5 of a share for cash pursuant to a private placement agreement at the price of $0.05 per share. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

On November 11, 2014, we issued 23,894,627 shares of common stock to employees and consultants 23,894,627 shares of common stock in satisfaction of accrued liabilities at the price of $0.32 per share. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

Item 3. Defaults Upon Senior Securities

This Item is not applicable.

Item 4. Mine Safety Disclosures

This Item is not applicable.

Item 5. Other Information

This Item is not applicable.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EASTGATE ACQUISITIONS CORPORATION

Date: Novembe r 14, 2014

By: /S/ Anna Gluskin

Chief Executive Officer

(Principal Executive Officer)

Date: November 14 , 2014

By: /S/ Brian Lukian

Chief Financial Officer

(Principal Accounting Officer)

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Exhibit 10.1

LICENSE AGREEMENT

This agreement, effective this 18 day of September, 2014 between

PURINE PHARMA LLC , a company incorporated and validly existing under the laws of the State of New Jersey, USA (hereafter referred to as "Purine").

and

EASTGATE PHARMACEUTICALS, INC. , a Company incorporated and validly existing under the laws of the province of Ontario, Canada (hereafter referred to as "Eastgate", and each of Purine and Eastgate individually, a "Party," and collectively, the "Parties").

WHEREAS

Eastgate is a developer of nutraceutical and/ or pharmaceutical product formulations with novel drug delivery technologies;

Eastgate has developed certain nutraceutical and/ or pharmaceutical product formulations and intends to commercialize the same worldwide;

Purine is a cGMP manufacturer of nutraceuticals and/ or pharmaceutical drugs;

Purine intends to develop the Products (as defined below) into commercial versions and manufacture and distribute the same worldwide under its own label or its customers' private labels; and

Purine also intends to supply the commercial versions of the Products to Eastgate under Eastgate's label or Eastgate's customers' private labels.

NOW THEREFORE, in consideration of the mutual terms and premises contained herein and for other good and valuable consideration (the sufficiency and receipt of which is hereby acknowledged by the Parties), the Parties agree as follows:

ARTICLE I: CERTAIN DEFINITIONS

"Affiliate" shall mean:

(i) an organization of which fifty percent (50%) or more of the voting stock is controlled or owned, directly or indirectly, by either Party to this Agreement; or

(ii) an organization which directly or indirectly owns or controls fifty percent (50%) or more of the voting stock of either Party to this Agreement; or

(iii)

an organization, the majority ownership of which is directly or indirectly common to the majority ownership of either Party to this Agreement.

b)	"Claim" shall have the meaning ascribed thereto in ARTICLE IV(a).

c)	"Commencement Date" means the date on which Eastgate provide and transferred completed formulations to Purine in full or the date on which this agreement is signed, whichever is earlier.

d)	"Confidential Information" shall have the meaning ascribed thereto in ARTICLE IX(a) and includes each Party's Intellectual Property and know-how.

e)	"Customer" shall mean a person or entity which purchases products from either Party.

f)	"Disclosing Party" shall mean a Party to this Agreement that discloses, either directly or through its agents, Confidential Information to the Receiving Party;

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

g)	"FDA" means the United States Food and Drug Administration.

h)	"FD&C Act" means the Federal Food, Drug and Cosmetic Act of 1938, as amended, and the regulations thereunder, including current good manufacturing practice regulations, as the same may be amended or revised.

"GMP" means current good manufacturing practices for the methods to be used in, and the facilities and controls to be used for, the manufacture, storage, testing and handling of each Product, all as set forth from time-to-time by the FDA pursuant to the FD&C Act and the rules, regulations, guidelines promulgated thereunder (including specifically, Title 21, parts 111, 210 and 211 of the Code of Federal Regulations of the United States.

"Intellectual Property" means any and all patents (whether existing, pending or applied for), Trademarks (whether existing, pending or applied for), copyright, industrial designs (whether pending existing or applied for), trade secrets, data (including stored versions thereof in any medium), research and development information, business plans, marketing plans, compilations, sketches, sell sheets, information, software, hardware, research, drawings, working papers or other materials or intellectual property in all forms or moral rights in or associated with each of the Parties or any product/s of the parties.

"Know-How" means, with respect to the Products, all Product-related technical knowledge, manufacturing procedures, expertise, methods, protocols and current and accumulated experiences which any Party hereto acquires in connection with this Agreement and/or has acquired as a result of scientific research, practical experiences and otherwise which have a demonstrated usefulness in manufacturing, obtaining and maintaining Regulatory Approval for such Product, including but not limited to (i) plant validation protocols and specifications; (ii) process validation procedures; (iii) quality control procedures; (iv) analytical methods and procedures; (v) bio-equivalence testing protocols and procedures; (vi) cleaning validation protocols and procedures; (vii) procedures for preparation of applications for Regulatory Approval; (viii) ongoing regulatory compliance procedures; (ix) formulations and processes (x) new drug applications and (xi) product registration dossiers.

l)	"Net Sales" means the gross billing price Purine charges its customers for the Products (including any Altered Products), less occupation and excise taxes, and transportation, discounts, returns and allowances in lieu of returns.

m)	"OTC" means drug products that may be lawfully sold over-the-counter without prescription in the United States of America.

n)	"Packaging" means all primary containers, including cartons, shipping cases or any other like matter used in packaging or accompanying the Products.

o)	"Person" means an individual, partnership, joint venture, association, corporation, company and any other form of business organization, government, regulatory or governmental agency, commission or department.

p)	"Products" shall mean the OTC nutraceutical and pharmaceutical products as specified in Annex I and, unless otherwise specified, shall also include the Altered Products.

q)	"Label", "Labeled" or "Labeling" means all labels and other written, printed or graphic matter upon (i) each Product or any container or wrapper utilized with such Product, and/or (ii) any written material accompanying each Product, including, without limitation, package inserts.

r)	"Regulatory Approval" or "Approval" means final FDA approval to market each Product as an OTC product (or, where applicable, such similar regulatory approval as is required in the U.S.A. or other countries).

s)	"Specifications" means the requirements for each Product necessary to maintain the identity, strength, quality and purity contained in such Product, including references to a DMF or the applicable USP monograph.

"Technical Information" means, with respect to each Product, all information and expertise each Party acquires in connection with this Agreement and/or has acquired which have a demonstrated usefulness in Manufacturing, Packaging and Labeling and/or obtaining and maintaining Regulatory Approval of such Product pursuant to this Agreement, including, but not limited to, all specifications, manuals and computer programs relating to manufacturing of a Product.

u)	"Receiving Party" shall mean a Party to this Agreement (including the Receiving Party's directors, officers, agents, and employees) that receives Confidential Information from the Disclosing Party.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

v) "Term" shall have the meaning ascribed thereto in ARTICLE XII.

w)	"Third Party" shall mean any party other than the Parties to this Agreement and their respective Affiliates.

x)	"Trademarks" means all designs, graphics, logos, symbols and other commercial symbols used by each Party in relation to the Products.

y)	"Transfer pricing" means the prices at which Purine shall sell the Products to Eastgate as provided in Annex II.

ARTICLE II: RIGHTS AND RESPONSIBILITIES

Non-exclusive License: During the Term of this Agreement, Eastgate grants to Purine non-exclusive worldwide rights to develop commercial versions, manufacture under GMP as per FD&C Act, market, distribute, sell and use the Products. The costs of this commercial development, manufacture and distribution shall be completely borne by Purine. Purine has the exclusive worldwide rights to sell the Products under Purine's own brand label or its customers' private labels and shall be responsible for any and all costs and expenses related to the foregoing. Eastgate retains the worldwide rights to sell the Products manufactured by Purine under Eastgate's own brand label or Eastgate's customers' private labels.

Eastgate has provided or will provide the formulations of the Products to Purine and will further provide full Know-How and Technical Information of the Products in a timely fashion. The costs of this formulation, development and transfer of Know-How and Technical Information shall be completely borne by Eastgate.

Wherever it is required by law or governmental regulations, Eastgate had or may conduct clinical tests for all the Products at its own cost and time, and these test results will be available to support Purine's label claims of the Products.

Purine cannot distribute the Products under the Eastgate label without the prior written consent of Eastgate.

Eastgate may change, improve, or modify an existing version of a Product ("Altered Products"). Whenever there is an update on the formulation of any of the Products, Eastgate will provide the technology transfer of such update or improvement to Purine. Purine shall have the same right to develop, manufacture, market, promote, distribute and sell the Altered Products, as it has pursuant to this Agreement in relation to the Products.

Purine and Eastgate will use their reasonable best efforts to cooperate with each other with respect to obtaining regulatory approval in the countries of distribution of the Products.

Purine shall promptly inform Eastgate of any significant competitive developments occurring, as and if it becomes aware of same.

ARTICLE III: ROYALTY FEE

For the first $[*] of Net Sales sold under Purine's own brand label and/or its customers' private labels Purine shall pay Eastgate a royalty that is equal to [*] % of Net Sales. Once accumulated Net Sales sold under Purine's own brand label and/or its customers' private labels achieve $[*], Purine shall pay Eastgate a royalty fee equal to [*] % of Net Sales. This [*]8% Royalty fee will remain in place for the remainder of this agreement after the first $[*] of Net Sales is achieved. The reduced royalty fee of [*]% is a onetime reduction and is not repeated after the first $[*] of net sales are achieved.

Purine shall provide Eastgate with quarterly sales reports for each Product under this agreement in reasonable written detail no later than forty-five (45) business days after the end of each quarter. This written report must be certified by the chief financial officer of Purine and set forth in reasonable detail the calculation of the royalties due to Eastgate for such calendar quarter including, without limitation:

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Number of Purine Licensed Product(s) sold;

ii)

Net Sales; and

iii)

Royalty payments owed to Eastgate.

(c)

Purine shall accompany each report with the payment of amounts due to Eastgate. Purine shall keep full, true and accurate books of accounts and other records containing all particulars which may be necessary for the purpose of ascertaining and verifying the royalties payable to Eastgate hereunder. Upon Eastgate's request, Purine, its subsidiaries and sublicensees, if any, shall permit an independent certified accountant selected by Eastgate to periodically have access during ordinary business hours to such records of Purine, its subsidiaries and sublicensees as may be necessary to determine, for any quarter, the correctness of any report and/or payment made under this Agreement. In the event that any such inspection shows an underreporting and underpayment in excess of [*] % for any quarter, then Purine shall pay the cost of such examination.

(d)

Failure by Purine to pay any sums due and owing to Eastgate under this Article III when due may lead to suspension of this Agreement. Eastgate may terminate this Agreement after 60 days notice if any sum due and owing remains unpaid within five (5) business days of the Due Date and such default occur more than three (3) consecutive times in any calendar year.

ARTICLE IV: SALES TO EASTGATE AND TRANSFER PRICING

Purine may manufacture Products for distribution by Eastgate under Eastgate's own label or under Eastgate's customers' private labels at transfer prices as provided in Appendix II.

A separate purchase order for each order will be signed by both Parties. Purine shall deliver the Products to Eastgate on terms FOB, at its Massena location within sixty (60) days after the date of acceptance of Eastgate's firm purchase order, unless Eastgate specifies a later ship date in such order.

Purine shall supply Eastgate's requirements of each Product in market ready containers. Products shall be placed in corrugated shipper boxes, of suitable strength for shipping or appropriate shipping containers specified and agreed to by both Parties in writing, prior to manufacturing of each product.

Purine shall purchase all Packaging, unless Eastgate elects to provide certain Packaging components at its own cost. The language printed on the Packaging shall be English, unless, at Eastgate's option and cost, Purine may include other languages. The contents of the printed matter in any language must be acceptable to Purine.

At Eastgate's request, Purine shall provide Eastgate with all required documentation to facilitate Regulatory Approval of the Products.

Eastgate is responsible for such importing country requirements as clinical testing, advertising certifications and Regulatory Approval under its own label or its customers' private labels. Eastgate shall be responsible for all costs it incurs in connection with such Approval.

ARTICLE V: NEW PRODUCTS

If Eastgate has or develops a product that is not listed on Annex I (each, a "New Product" and collectively, the "New Products") and Purine is not in breach of any provision of this Agreement, Eastgate at its sole discretion shall have the option, but not the obligation, to enter into new agreements with Purine for the license, manufacture or distribution of such New Products. The terms and conditions of any such new agreements shall be independent of the terms and conditions set forth herein and shall be negotiated by the Parties prior to entry into such agreements.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

ARTICLE VI: TRADEMARKS AND PROMOTIONS

(a)

Each Party shall take all reasonably necessary steps at its sole discretion to obtain registration of and protect its Trademarks and any applicable patents in its own name. The Parties acknowledge that each Party's Trademarks are their respective exclusive property and shall remain so for the duration of the Term and thereafter.

(b)

In the event one Party desires to use the other Party's Trademarks, such Party shall submit any and all advertising and promotional materials incorporating the Trademarks to the other for approval prior to utilizing such advertising and promotional materials. The other Party shall have fourteen (14) days from receipt of the proposed promotional materials to advise of its acceptance. Failing notice of the proposed promotional materials being accepted within the said time, the promotional materials submitted shall be deemed to be rejected and the Party shall not be authorized to use the same.

(c)	Eastgate shall have no obligation to deliver to Purine any promotional and/or advertising material in connection with the Products.

(d)

Upon each Party's reasonable request, the other Party may, but is not obligated to, assist the requesting Party in training its personnel responsible for the sales and marketing of the Products and provide technical assistance at the sole cost and expense of the requesting Party. Without limiting the generality of the foregoing, each Party shall bear all costs and expenses incurred by its own personnel and employees with respect to the foregoing.

(e)

Each Party shall promptly inform the other of any violations of the other Party's Intellectual Property rights by Third Parties, as and if it becomes aware of same and shall assist the other Party in defending its rights with respect to the Intellectual Property at the sole cost and expense of the violated Party.

ARTICLE VII: SALES AND TERMS

(a)	The following terms shall apply for any price changes to Products or Altered Products supplied to EastGate under Eastgate's label or its customers private label:

(i)

Price changes to the Products and Altered Products (where, for Altered Products, price changes shall include initial pricing of these Altered Products where such pricing is different from that of existing Products at the time) shall only be made after Eastgate receives written notice three (3) months prior to the date on which such price change is to come into effect; and

(ii)	Such new prices shall be effective on all orders placed by Eastgate for delivery after the end of the said three (3) months.

(b)	Prices paid by Eastgate to Purine for the Products do not include applicable taxes and shipping charges. Accordingly, Eastgate shall be solely responsible for all shipping charges, duties, levies, taxes, fees, or other charges and including costs associated with importing the Product.

(c)

Eastgate shall make payment for the purchased Products by way of certified check, bank draft or wire transfer prior to Purine delivering the Products to Eastgate. Products will not be shipped until Purine has received payment in full for the Products. If Purine fails to ship the product within 60 days of order by Eastgate, Eastgate has the right to cancel the entire order and Purine is obligated to refund the full amount of any money advanced/ prepaid by Eastgate within 24 hours of such cancellation of the order/s by Eastgate.

(d)

Nothing contained in this Agreement shall be construed as a warranty or representation by Eastgate as to the validity or scope of any of its Intellectual Property, a warranty or representation that any Products manufactured, used or sold will be free from infringement of patents, copyrights, or rights of Third Parties, except that Eastgate represents that it has no knowledge of any existing issued patents or copyrights which might be infringed and, except as provided in Article X, an agreement to defend against actions or suits of any nature brought by any Third Parties. EASTGATE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

(e)

Failure by Eastgate to pay any sums due and owing to Purine in respect of purchased Products when due will automatically lead to suspension of shipment of such Products to Eastgate if any sum due and owing remains unpaid five (5) business days following Eastgate's receipt of notice thereof from Purine. Purine may modify the terms of sale if a) any sum due and owing remains unpaid within five (5) business days following Eastgate's receipt of notice thereof from Purine or b) Eastgate fails to make payments when due more than three consecutive (3) times in any calendar year regardless of whether such default is cured by Eastgate.

(f)

As between Purine and Eastgate, ownership and title of the Products delivered by Purine to Eastgate shall remain with Purine until Eastgate has paid for the Products in full, whereupon title shall pass to Eastgate. Eastgate shall bear the risk and liability associated with the Products up to the point the Products are delivered to the warehouse or storage area for the Products used by Eastgate. Acting reasonably, Eastgate shall inspect the Products forthwith upon delivery, identify any defective Products and immediately thereafter advise Purine in writing as to the quantity of defective Products with a reasonably detailed description of the alleged defect. Any defective Products identified by Eastgate and accepted by Purine as being defective, whether any such deficiency exists to be determined by Purine in Purine's commercially reasonable discretion, shall be returned to Purine and replaced by Purine at no cost to Eastgate.

(g)	Purine shall insure and keep the Products insured by responsible insurers, in such amounts as is customarily carried by prudent owners of a similar business, until delivered to Eastgate.

(h)	Each Party is responsible to carry its own product liability insurance.

ARTICLE VIII: REPRESENTATIONS, WARRANTIES AND COVENANTS

Purine represents and warrants as follows and acknowledges that Eastgate is relying on such representations and warranties:

(a)	it is a Limited Liability Company duly incorporated and validly existing pursuant to the laws of the New Jersey;

(b)	Purine has the full power and authority to enter into this Agreement and carry out the transactions contemplated hereby, and that all necessary corporate action has been duly taken in this regard;

(c)	the entry into this Agreement shall not conflict with any contract, agreement, articles or by-laws of Purine (or similar documentation) order, judgment, ordinance or applicable law;

(d)	to the best of Purine's knowledge and belief, no person is violating or infringing upon Eastgate's Intellectual Property or Purine's Intellectual Property;

(e)

it maintains such policies of insurance, issued by responsible insurers, as are appropriate to its business, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets; including, but not limited to, adequate product liability insurance; all such policies of insurance are in full force and effect and Purine is not in default, whether as to the payment of premium or otherwise, under the terms of any such policy;

(f)	it has the requisite experience, facilities, personnel, equipment, and resources to fulfill its obligations in this Agreement;

(g)

the Products (1) shall be manufactured, packaged, labeled, stored and transported in conformance with all applicable requirements of the FDA (including GMP), and with all applicable laws (including, without limitation, the FD&C Act), as the same may be amended or revised from time to time, (2) shall be manufactured, packaged, labeled in conformance with the Specifications, (3) shall not be adulterated or misbranded within the meaning of the FD&C Act, and (4) shall not be a product which would violate any section of the FD&C Act if introduced into interstate commerce; and

(h)	during the Term, Purine agrees to use commercially reasonable efforts to effectively manufacture and market the Products including but not limited to development of promotional literature, mailings, and journal advertisements.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

(i)

Purine covenants to do the following at all times during the Term: (i) Purine shall not do or attempt to do any act or thing which would in any way interfere with, adversely affect or impair Eastgate's Intellectual Property rights; (ii) Purine shall immediately notify Eastgate of any suspected or attempted infringement or passing off or any pending or threatened litigation or other proceeding concerning the Products or any of Eastgate's Intellectual Property, or any attempt to alter, modify or change the Products, which comes to its attention; (iii) Purine shall not make any oral or written representations to any Third Party or customer which materially vary from the any specifications, operating instructions, labels or representations given or made by Eastgate, with respect to the Products. If any liability is incurred because of such materially varying representations, Purine will and does hereby hold Eastgate harmless with respect to any such representations; and (iv) Purine's representations and warranties contained in ARTICLE VIII (g) shall survive for an indefinite period following execution of this Agreement.

Eastgate represents and warrants as follows and acknowledges that Purine is relying on such representations and warranties:

(a)	is a corporation duly incorporated and validly existing pursuant to the laws of Ontario, Canada;

(b)	it has the full power and authority to enter into this Agreement and carry out the transactions contemplated hereby, and that all necessary corporate action has been duly taken in this regard;

(c)	the entry into this Agreement shall not conflict with any contract, agreement, articles or by-laws of Eastgate (or similar documentation), order, judgment, ordinance or applicable law;

(d)

Eastgate represents and warrants that it has an unencumbered title and ownership of the nutraceutical and/ or pharmaceutical product formulations that are licensed by Eastgate under this agreement and Eastgate agrees to indemnify and hold Purine harmless in this respect from any claims of any third parties or the current or former employees or directors of Eastgate; and that it has the requisite experience, facilities, personnel, equipment, and resources to fulfill its obligations in this Agreement;

(e)

it maintains such policies of insurance, issued by responsible insurers, as are appropriate to its business, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets, including, but not limited to, adequate product liability insurance; all such policies of insurance are in full force and effect and Eastgate is not in default, whether as to the payment of premium or otherwise, under the terms of any such policy; and

(f)

the Products (1) shall be distributed, marketed and sold in conformance with all applicable requirements of the FDA (including GMP), and with all applicable law (including, without limitation, the FD&C Act), as the same may be amended or revised from time to time, (2) shall be distributed, marketed and sold in conformance with the Specifications, (3) shall not be adulterated or misbranded within the meaning of the FD&C Act, and (4) shall not be a product which would violate any section of the FD&C Act if introduced into interstate commerce.

(g)

Eastgate covenants to do the following at all times during the Term: (i) Eastgate shall not do or attempt to do any act or thing which would in any way interfere with, adversely affect or impair Purine's Intellectual Property rights; (ii) Eastgate shall immediately notify Purine of any suspected or attempted infringement or passing off or any pending or threatened litigation or other proceeding concerning the Products or any of Purine's Intellectual Property, or any attempt to alter, modify or change the Products, which comes to its attention; (iii) Eastgate shall not make any oral or written representations to any Third Party or Customer which materially vary from the specifications, operating instructions, labels or representations given or made by Purine if any, with respect to the Products. If any liability is incurred because of such materially varying representations, Eastgate will and does hereby hold Purine harmless with respect to any such representations; and (iv) Eastgate's representations and warranties contained in this ARTICLE VIII (g) shall survive for an indefinite period following execution of this Agreement.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

ARTICLE IX: CONFIDENTIALITY

(a)

Purine and Eastgate each acknowledge that in performing this Agreement there will be information exchanged that is of a confidential or of a secret nature, including, but not limited to, each other's Intellectual Property, information which is or may be either applicable to or related in any way to the Products, technical data, business opportunities, services and other products developed or being developed, pricing information, financial information, research and development information, plans, processes, formulae, ingredients, chemicals, systems and business systems, copyrights, patents (whether issued, pending or applied for), trademarks, trade names, prototypes, and any other intellectual property, marketing strategies, sales and distribution information, inventions, designs (including industrial designs), drawings, sketches, test results, discoveries and methods of production, trade secrets, suppliers and distributors, licenses, software and hardware, manuals, margins, other information and any other information that each Party may regard as confidential ("Confidential Information"). Each Party covenants and agrees with the other Party to keep all Confidential Information strictly confidential unless or until:

(i)

said information shall become known to Third Parties not under any obligation of confidentiality to the Disclosing Party, or shall become publicly known through no fault of the Receiving Party, or

(ii)

said information was already in the Receiving Party's possession prior to the disclosure of said information to the Receiving Party, except in cases when the information has been covered by a preexisting confidentiality agreement, or

(iii) said information shall be subsequently disclosed to the Receiving Party by a Third Party not under any obligation of confidentiality to the Disclosing Party (provided however, that in such event, the Receiving Party shall notify the Disclosing Party of such disclosure by a Third Party), or said information is approved for disclosure by prior written consent of the Disclosing Party,

(iv) said information is required to be disclosed by court order or governmental law or regulation, provided that the Receiving Party gives the Disclosing Party prompt notice of any such requirement and cooperates with the Disclosing Party in attempting to limit such disclosure or

(v) said information is required, in the opinion of counsel to the Disclosing Party, to be disclosed pursuant to United States securities laws.

(b)

Each Party therefore agrees that during the Term and for a period of two (2) years following the termination of the Agreement for any reason, it will not either individually or in conjunction with any other person, business, corporation or any other entity, directly or indirectly solicit, induce or cause, or attempt to solicit, induce or cause, any of the present or future employees of the other to terminate or adversely alter his or her relationship with Purine or Eastgate as the case may be.

(c)	Upon termination of this Agreement, each Party shall forthwith return or destroy the other Party's Confidential Information and all copies in its possession and/or control, to the other Party.

(d)	Further, the Parties acknowledge and agree that the obligations under this ARTICLE IX, except for the obligations set forth in ARTICLE IX(b), shall remain in effect in perpetuity, notwithstanding this Agreement being terminated or ending.

(e)	Each Party hereby acknowledges and agrees that:

(i)	the restrictions set forth in this section are reasonable in the circumstances and all defenses to the strict enforcement thereof by the Receiving Party are hereby waived;

(ii)	a violation of any of the provisions in this section will result in immediate and irreparable harm and damages to the Disclosing Party; and,

(iii)

in the event of any violation of any provisions of this section, the Disclosing Party shall, in addition to any other right/remedy to relief available to it at law or equity, be entitled to obtain relief by way of temporary or permanent injunction and all such other relief as any court of competent jurisdiction may deem just and proper.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

ARTICLE X: INDEMNIFICATION

Purine shall defend and indemnify and hold Eastgate and its trustees, officers, agents and employees (the "Indemnitees") harmless from any judgments and other liabilities based upon claims or causes of action against Eastgate or its officers, directors, employees or agents which arise out of alleged negligence in the development, manufacture or sale of the Products by Purine, its subsidiaries, and any sublicensees, or from the use by the end users of the Products, except to the extent that such judgments or liabilities arise in whole or in part from the gross negligence or willful misconduct or unsubstantiated claims on formulations by Eastgate or its directors, employees or agents, provided that Eastgate promptly notifies Purine of any such claim coming to its attention and that it cooperates with Purine in the defense of such claim. If any such claims or causes of action are made, Eastgate shall be defended by counsel to Purine, subject to Eastgate's approval, which shall not be unreasonably withheld. Eastgate reserves the right to be represented by its own counsel at its own expense.

ARTICLE XI: COVENANTS REASONABLE

Each Party hereby acknowledges and agrees that all restrictions contained in this Agreement are reasonable, valid and binding, and necessary in the circumstances in order to adequately protect the economic interests of each other. Without the covenants set forth in this Agreement, each Party would not have agreed to enter into the Agreement and, accordingly, all defenses to the strict enforcement thereof by each other are hereby waived by each other to the fullest extent permitted by law.

ARTICLE XII: TERMS, TERMINATION AND REMEDIES

(a)

This Agreement shall become effective upon the date stated above and shall, unless otherwise provided hereunder, remain in force for a period of five (5) years from the date of execution of this Agreement by both Parties and shall be automatically renewed for successive five (5) year periods thereafter unless either party provides the other party with written notice of its intention not to renew this Agreement at least eighteen (18) months prior to the expiration of the initial term or any renewal term of this Agreement, as applicable. "Term" shall mean the initial five (5) year term plus renewal periods, if any. For the avoidance of doubt, the rights granted to Purine under Article II and Article IV shall remain non-exclusive throughout the Term. Purine has the right to terminate this Agreement with eighteen (18) months prior notice if Eastgate's current chief executive officer ceases to serve as an officer or director and if, in the reasonable discretion of Purine, such change would prevent the terms of this Agreement being complied with and/ or fulfilled. Eastgate has the right to terminate this Agreement with eighteen (18) months prior notice if Purine's current chief executive officer ceases to serve as an officer and if, in the reasonable discretion of Eastgate, such change would prevent the terms of this Agreement being complied with and/ or fulfilled.

(b)	In any case during the term of this Agreement the Parties may terminate this Agreement at any time by mutual consent in writing.

(i)	Eastgate may terminate this Agreement, at any time during the Term and with immediate effect by giving thirty (30) business day prior written notice to Purine after the occurrence of any of the following:

Purine becoming insolvent and/or bankrupt, making a proposal in bankruptcy or being petitioned into bankruptcy under the bankruptcy or insolvency laws of any jurisdiction in which Purine conducts its business, or if Purine makes an assignment to any Third Party for the benefit of creditors of all of the property and assets of such party, if a trustee or liquidator of a party is appointed;

2.	A breach of this Agreement by Purine (other than the material breaches of this Agreement specified in ARTICLE III (d)) that remains uncured for more than 30 days after receipt of written notice thereof to Purine; or

3.	Purine ceases business operations in any way, including, but not limited to, the voluntary or involuntary winding up.

(ii)	Without prejudice to any right or remedy available to Eastgate, Eastgate will have just cause to terminate this Agreement, immediately if:

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

1.	Purine is in breach of the confidentiality provisions contained in ARTICLE IX of this Agreement; or

2.	Purine breaches any material representation, warranty, or covenant contained in this Agreement.

(iii)

Purine may terminate this Agreement, at any time during the Term and with immediate effect by giving thirty (30) business day prior written notice to Eastgate after the occurrence of any of the following:

Eastgate becoming insolvent and/or bankrupt, making a proposal in bankruptcy or being petitioned into bankruptcy under the bankruptcy or insolvency laws of any jurisdiction in which Eastgate conducts its business, or if Eastgate makes an assignment to any Third Party for the benefit of creditors of all of the property and assets of such party, if a trustee or liquidator of a party is appointed;

2.	A breach of this Agreement by Eastgate (other than the material breaches of this Agreement specified in ARTICLE VII (e)) that remains uncured for more than 30 days after receipt of written notice thereof from Purine; or

3.	Eastgate ceases business operations in any way, including, but not limited to, the voluntary or involuntary winding up.

(iv)	Without prejudice to any right or remedy available to Purine, Purine will have just cause to terminate this Agreement, immediately if:

1.	Eastgate is in breach of the confidentiality provisions contained in ARTICLE IX of this Agreement; or

2.	Eastgate breaches any material representation, warranty, or covenant contained in this Agreement.

(c)	Any debt of each to the other existing under this Agreement at the time of termination hereof, shall become immediately due and payable, without need of demand, upon the effective date of such termination.

(d)	Notwithstanding the termination of this Agreement, each Party shall have access to any and all rights and remedies as against each other, and such remedies shall be cumulative in nature.

ARTICLE XIII: MODIFICATIONS, ADDITIONS

This Agreement may not be amended, changed, augmented, in whole or in part, except in writing executed by both Parties, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the Party claimed to have given or consented thereto. No consent, approval, agreement or waiver by any Party hereto to or of any breach of any of the obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent breach of the same or any other obligation or representation by the other Party or Parties, nor shall any forbearance by the first Party or Parties to seek a remedy for any non-compliance or breach by another Party be deemed a waiver by the first Party or Parties of its rights and remedies with respect to such non-compliance or breach. In particular, the Parties agree that they will each act reasonably and in good faith in executing any amendments to this Agreement which further sets forth and defines the relationship between the Parties contemplated herein.

ARTICLE XIV: NOTICES

Any notice or other writing required or permitted to be given hereunder or for the purpose hereof (hereinafter in this ARTICLE XIV called a "Notice") to any Party shall be sufficiently given if delivered personally or if sent by prepaid registered mail:

(a) In case of a notice to Eastgate at:

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Eastgate Pharmaceuticals, Inc.

488 Champagne Drive,

Toronto, Ontario M3J 2T, Canada

Attention: Anna Gluskin

with a copy to

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Attention: Gregory Sichenzia, Esquire

(b) In the case of notice to Purine at:

Purine Pharma LLC

5 County Route 42

Massena, NY 13662, USA

Attention: Venkat Kakani

Email: vkakani@purinepharma.com

With a copy to

Charles J. Casale Jr, P.A.

1540 Kuser Road, Suite A-7

Mercerville, NJ 08619

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this section.

(i)	Any Notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered at such address.

(ii)	Any Notice mailed as aforesaid shall be deemed to have been given and received on the seventh business day following the date of its mailing.

(iii)

Any Notice transmitted by facsimile or other form of recorded communication shall be deemed given and received on the business day of transmission, unless transmitted after 5:00 p.m. in which instance shall be deemed to be given and received on the first business day after its transmission.

PUBLIC ANNOUNCEMENTS: Neither Party is permitted to make public announcement of this Agreement or any contemplated agreements/ arrangements between Purine and Eastgate without the express written permission of the other. Further, the text/ matter of any public announcement/s of this or any agreements between Purine and Eastgate must be approved prior by both parties. Notwithstanding the foregoing, Eastgate shall, upon the advice of its legal counsel, be allowed to disclose such information as & to the extent required by the United States securities laws without Purine's prior review or approval, as long as such disclosure is notified to Purine within 48 hours following such disclosure

ARTICLE XV: CIRCUMSTANCES BEYOND CONTROL (FORCE MAJEURE)

Neither Party to this Agreement shall be held responsible for the non-compliance of its obligations relative to the provisions of the present agreement if it is due to reasons beyond its direct control, such as earthquakes, war, terrorist acts, civil war, revolution, insurrection, embargo or imperative legal measures.

ARTICLE XVI: GOVERNING LAW – DISPUTES

(a)	This Agreement shall be construed and governed by the laws of the State of New York.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

(b)

In the event of any dispute arising between the Parties in relation to this Agreement, the Parties shall make their reasonable efforts to settle the dispute amicably. The Parties agree that any unresolved dispute by amicable means shall be finally settled by binding arbitration in accordance with the Rules of International Arbitration, conducted in the State of New York. In particular, the arbitration shall be conducted by a single arbitrator mutually agreed to by the Parties . The Arbitrator shall render his or her decision within ninety (90) days of the date of the Arbitration Notice. The decision of the Arbitrator shall be final and binding, including any decision as to costs, and no appeal shall lie therefrom.

(c)	The cost of arbitration shall be equally borne by the Parties.

ARTICLE XVII: SUCCESSORS

This Agreement shall inure to the benefit of and be binding upon the Parties, their respective subsidiaries, holding companies, parent companies, affiliates, directors, officers, employees, agents, successors, and assigns. For the avoidance of doubt, the terms and provisions of this Agreement shall be binding on purchasers or assignees of Eastgate's rights to the Product to extent permitted by applicable law.

ARTICLE XVIII: INDEPENDENT CONTRACTORS

(a)	The Parties are independent contractors. Nothing in this Agreement shall be construed to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

(b)	Neither Party has any right or authority whatsoever to assume or to create any liability, obligation or responsibility, expressed or implied, on behalf of or in the name of the other or to bind the other in any manner whatsoever.

ARTICLE XIX: RECITALS, APPENDICES AND HEADINGS

(a)	The recitals to this Agreement and the appendices annexed hereto constitute an integral part hereof.

(b)	The headings in this Agreement are intended for convenience purposes only and shall not be used for the purpose of the interpretation hereof.

ARTICLE XX: ENTIRE AGREEMENT

This Agreement reflects the entire understanding between the Parties with respect to the subject matter contained herein, and supersedes all prior oral or written statements and representations of the Parties with respect to the subject matter hereof.

ARTICLE XXI: COUNTERPARTS

This Agreement may be executed in counterparts and delivered by facsimile/other electronic transmission, each of which when so delivered shall be deemed to be an original and all of which shall constitute one and the same document.

ARTICLE XXII: EXPENSES

Unless, otherwise stated in this agreement, all costs and expenses (including, without limitation, the fees and disbursement of legal counsel) incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such expenses.

ARTICLE XXIII: FURTHER ASSURANCES

The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances, such further documents or instruments as may be reasonably required by the other Party or that may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

ARTICLE XXIV: CURRENCY

Unless otherwise stated, any references to currency amounts are in United States Dollars.

ARTICLE XXV: ASSIGNMENT

This Agreement may not be assigned by either Party without the express prior written consent of the other Party, which consent may not be unreasonably withheld and/or delayed by either Party.

[Signature page follows immediately]

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

IN WITNESS WHEREOF, on the date first above written, the parties have executed this Agreement in two originals, of which each party has taken one.

PURINE PHARMA LLC.

EASTGATE PHARMACEUTICALS INC.

Per:	Per:
Name: Venkat Kakani	Name: Anna E. Gluskin
Title: CEO	CEO

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Annex I

The initial Products transferred by Eastgate are:

E-drops

Puralene

Nano D-3

WartX

VCleanZZ

Cleanezze

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Annex II

Transfer Pricing

Product		Price per bottle		Batch Size
V-CLEAN-60ml	$		[*]		[*]
Cleanezze-60ml	$		[*]		[*]
WartsX-7ml	$		[*]		[*]
Puralene-30ml	$		[*]		[*]
E-Drops-30ml	$		[*]		[*]
Nano D3-50ml	$		[*]		[*]

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anna Gluskin , certify that:

I have reviewed this quarterly report on Form 10-Q of Eastgate Acquisitions Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14 , 2014

/S/ Anna Gluskin

Anna Gluskin

Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Lukian , certify that:

I have reviewed this quarterly report on Form 10-Q of Eastgate Acquisitions Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14 , 2014

/S/ Brian Lukian

Brian Lukian

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eastgate Acquisitions Corporation (the "Company") on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anna Gluskin , Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Anna Gluskin

Anna Gluskin

Chief Executive Officer

November 14 , 2014

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

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eastgate Acquisitions Corporation (the "Company") on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian Lukian , Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Brian Lukian

Brian Lukian

Chief Financial Officer

November 14 , 2014

	Exhibit 10.1	License Agreement between Eastgate Pharmaceuticals, Inc. and Purine Pharma LLC dated September 18, 2014 (1)
	Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	Exhibit 32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	Exhibit 101	Interactive Data File.

				Warrants Issued & Outstanding
Exercise			Expiration	September 30		December 31
Price			Date	2014		2013
	$	0.25	March 14, 2019		3,495,000		-
	$	0.25	March 21, 2019		3,480,000
	$	0.25	June 6, 2019		2,022,300		-

					8,997,300		-