**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

(Mark One)

 

|   | x | Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
|--------|---|--------------------------------------------------------------------------------------|

 

For the Fiscal Year Ended December 31, 2009

 

|   | o |   | 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**

 

**EASTGATEACQUISITIONSCORPORATION**

(Exact name of registrant as specified in its charter)

 

|   | **Nevada** | **87-0639378** |
|--------|------------|----------------|

|   | (State or other jurisdiction of | (I.R.S. Employer |
|--------|---------------------------------|------------------|

|   | incorporation or organization) | Identification No.) |
|--------|--------------------------------|---------------------|

 

**175 South Main Street, Suite 740, Salt Lake City, Utah 84111**

(Address of principal executive offices) (Zip Code)

 

| Registrant's telephone number, including area code: | **(801) 322-3401** |
|-----------------------------------------------------|--------------------|

 

**Securities registered pursuant to Section 12(b) of the Act:**

**None**

 

**Securities registered pursuant to Section 12(g) of the Act:**

**Common Stock, $0.001 par value**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities            Act.                                                                                                                                                                                                                      Yes o     No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                Yes o   No              x

 

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 1934during the preceding 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 o

 
|      Incicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements  incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K                         o |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|

 

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

 

|   | Large accelerated filer | o |  | Accelerated filer | o |  |
|--------|-------------------------|---|--|-------------------|---|--|

|   | Non-accelerated filer | o |   | 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 x   Noo

 

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2009, the last business day of the registrant’s most recently completed second quarter, was $-0-. Shares of the registrant’s common stock held by each executive officer            and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2009 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

|   | The number of shares of the registrant’s common stock outstanding as of May 5, 2010 was 1,500,000. |
|--------|----------------------------------------------------------------------------------------------------------|

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

|   | A description of "Documents Incorporated by Reference" is contained in Part IV, Item 15. |
|--------|------------------------------------------------------------------------------------------|

 

-1-

----

**EASTGATE ACQUISITIONS CORPORATION**

 

**TABLE OF CONTENTS**

 

|   | Page |
|--------|------|

**PART I**

 

| Item 1. | Business | 3 |
|---------|----------|---|

 

| Item 1A. | Risk Factors | 6 |
|----------|--------------|---|

 

| Item 1B. | Unresolved Staff Comments | 6 |
|----------|---------------------------|---|

 

| Item 2. | Properties | 6 |
|---------|------------|---|

 

| Item 3. | Legal Proceedings | 7 |
|---------|-------------------|---|

 

| Item 4. | Submission of Matter to a Vote of Security Holders | 7 |
|---------|----------------------------------------------------|---|

 

**PART II**

 

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer |
|---------|-------------------------------------------------------------------------------------|

|   | Purchases of Equity Securities | 7 |
|--------|--------------------------------|---|

 

| Item 6. | Selected Financial Data | 9 |
|---------|-------------------------|---|

 

| Item 7. | Management's Discussion and Analysis of Financial Condition and Results |
|---------|-------------------------------------------------------------------------|

|   | of Operations | 9 |
|--------|---------------|---|

 

| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
|----------|------------------------------------------------------------|----|

 

| Item 8. | Financial Statements and Supplementary Data | 11 |
|---------|---------------------------------------------|----|

 

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial |
|---------|---------------------------------------------------------------------------|

|   | Disclosure | 11 |
|--------|------------|----|

 

| Item 9A(T). | Controls and Procedures | 12 |
|-------------|-------------------------|----|

 

| Item 9B | Other Information | 13 |
|---------|-------------------|----|

 

**PART III**

 

| Item 10. | Directors, Executive Officers and Corporate Governance | 13 |
|----------|--------------------------------------------------------|----|

 

| Item 11. | Executive Compensation | 15 |
|----------|------------------------|----|

 

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related |
|----------|----------------------------------------------------------------------------|

|   | Stockholder Matters | 15 |
|--------|---------------------|----|

 

| Item 13. | Certain Relationships and Related Transactions and Director Independence | 15 |
|----------|--------------------------------------------------------------------------|----|

 

| Item 14. | Principal Accounting Fees and Services | 16 |
|----------|----------------------------------------|----|

 

**PART IV**

 

| Item 15. | Exhibits, Financial Statement Schedules. | 17 |
|----------|------------------------------------------|----|

 

|   | Signatures | 29 |
|--------|------------|----|

 

-2-

----

**PART I**

 

| **Item 1.** | **Business.** |
|-------------|---------------|

 

**Business Development**

 

|   | *History* |
|--------|-----------|

 

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

 

Management has broad discretion in its search for and negotiations with any potential business or business opportunity. In certain instances, a target company may desire to become our subsidiary or contribute assets rather than merge. No assurance can be given that we will be successful in locating or negotiating with any target company. 

 

In the event of a successful acquisition or merger, the acquired entity will become subject to the same reporting requirements with the SEC as we are. Any acquired business must provide audited financial statements for at least the two most recent fiscal years or, in the event it has been in business for less than two years, from the period of inception. This could            limit potential prospects because many private businesses either do not have audited financial statements, or are unable to produce audited statements without undo time and expense. 

 

Our principal executive offices are located at 175 South Main Street, Suite #740, Salt Lake City, Utah 84111 and our telephone number is (801) 322-3401.

 

**Current Business Activities**

 

We have a limited operating history and make no representation, nor is any intended, that we will be able to successfully carry on future business activities. There can be no assurance that we will have the ability to acquire or merge with a business opportunity that will be of material value.

 

Management plans to investigate, research and, if justified, potentially acquire or merge with, one or more businesses or business opportunities. We presently have no commitment or arrangement, written or oral, to participate in any business opportunity and we cannot predict the nature of any potential business we may ultimately consider. Management has broad            discretion in its search for and negotiations with any prospective business or business opportunity.

 

*Sources of Business Opportunities*

 

Management employs various resources in its search for potential business opportunities including, but not limited to, officers, directors, stockholders, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because we lack adequate capital,            we may not be able to retain, on a fee basis, professional firms specializing in business acquisitions and reorganizations. Rather, we will most likely rely on outside sources, not otherwise associated with us that will accept their compensation only after we finalize a successful acquisition or merger. To date, we have not engaged or entered into any discussion, agreement or understanding with a particular consultant regarding our search for business opportunities. Presently, no            final decision has been made nor is management in a position to identify any future prospective consultants.

 

 

 

 

-3-

----

In the event we engage an independent consultant, we would prefer that the consultant has experience in working with small companies searching for business opportunities. Also, the consultant must be experienced in locating viable merger and/or acquisition candidates and have a proven track record of finalizing such transactions. Further, we would prefer to engage a            consultant that will provide services for only nominal up-front consideration and is willing to be fully compensated at the close of a business consolidation.

 

We do limit our search to any specific kind of business or industry. We may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which we may participate. A            potential business venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that we could provide a potential public vehicle for a private entity interested in becoming publicly            held without the time and expense typically associated with an initial public offering.

 

*Evaluation*

 

Once we identify a potential acquisition or merger candidate, management will determine whether acquisition or merger is warranted, or whether further investigation is necessary. Such determination will generally be based on management's knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information            available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of our lack of capital, we may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. 

 

In evaluating potential business opportunities, management considers, to the extent relevant to the specific situation, several factors including:

 

|   | ● | potential benefits to the company and stockholders; |
|--------|---------|-----------------------------------------------------|

|   | ● | working capital; |
|--------|---------|------------------|

|   | ● | financial requirements and availability of additional financing; |
|--------|---------|------------------------------------------------------------------|

|   | ● | history of operation, if any; |
|--------|---------|-------------------------------|

|   | ● | nature of present and expected competition; |
|--------|---------|---------------------------------------------|

|   | ● | quality and experience of management; |
|--------|---------|---------------------------------------|

|   | ● | need for further research, development or exploration; |
|--------|---------|--------------------------------------------------------|

|   | ● | potential for growth and expansion; |
|--------|---------|-------------------------------------|

|   | ● | potential for profits; and |
|--------|---------|----------------------------|

|   | ● | other factors deemed relevant to the specific opportunity. |
|--------|---------|------------------------------------------------------------|

 

Because we have not yet located or identified a specific business opportunity, there are certain unidentified risks that cannot be adequately expressed. There can be no assurance following consummation of an acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate            successfully. Many potential business opportunities available to us may involve a new and untested technology, product, process or market strategy, which may not ultimately prove successful.

 

*Form of Potential Acquisition or Merger*

 

We cannot predict the manner in which we might participate in a particular prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which we participate in a specific opportunity will depend upon the            nature of its business, the respective needs and desires of the parties’ management, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or other form of consolidation. We may act directly or indirectly through an interest in 

 

 

-4-

----

a partnership, corporation, or other form of organization, however, we presently do not intend to participate in an opportunity through the purchase of a minority stock position.

 

Because limited operating history and capital, in the event we successfully acquire or merge with an operating business, current stockholders most likely will experience substantial dilution. It is also probable that we will experience a change in control. The owners of a business that we acquire or merge with will most likely gain effectively control of our company            following such transaction. Management has not established any guidelines as to the amount of control it will offer to prospective target. Instead, management will attempt to negotiate the best possible agreement for the benefit of the stockholders.

 

Presently, we do not intend to borrow funds to compensate any person, consultant, promoter or affiliate in relation to the consummation of a potential merger or acquisition. However, if we engage an outside advisor or consultant in our search for business opportunities, we may have to raise additional funds. As of the date hereof, we have not made any arrangements            or definitive agreements to use outside advisors or consultants or to raise any capital. In the event we do need to raise capital, most likely the only method available would be the private sale of securities. These possible private sales would most likely have to be to persons known by the officers, current stockholders, directors or to venture capitalists that would be willing to accept the risks associated with investing in a business with limited operations. 

 

Because we are a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. Management will attempt to acquire funds on the best available terms. However, there can be no assurance that we will be able to obtain additional funding when and if needed, or            that such funding, if available, can be obtained on reasonable and/or acceptable terms. Although not presently anticipated, there is a remote possibility that we could sell securities to our management or affiliates to raise funds.

 

It is possible that the terms of a future acquisition or merger transaction might include the sale of shares held by our officers and/or directors to parties affiliated with or designated by the potential target. Presently, we have no plans to seek or actively negotiate such terms. However, if this situation does arise, we are obligated to follow our articles of            incorporation and applicable corporate laws in negotiating such an arrangement. Under this scenario of a possible sale by officers and directors, it is unlikely that similar terms and conditions would be offered to all other stockholders or that stockholders would be given the opportunity to approve such a transaction.

 

In the event of a successful acquisition or merger, we might pay a finder's fee, in the form of cash or securities, to a person or persons instrumental in facilitating the transaction. We have not established a policy for the determination of an appropriate finder's fee, although any fee would likely be based upon negotiations by management, the business opportunity            and finder. We cannot at this time estimate the type or amount of a potential finder's fee that might be paid. It is unlikely that a fee will be paid to an affiliate because of the potential conflict of interest. However, if such a fee were paid to an affiliate, it would have to be in such a manner so as not to compromise the affiliate’s fiduciary duty or violate the doctrine of corporate opportunity. 

 

We believe that it is highly unlikely that we will acquire or merge with a business in which our present management, affiliates or promoters have an ownership interest. Any possible related party transaction of this type would have to be ratified by a disinterested board and by the stockholders. Management does not anticipate an acquisition or merger with a related            entity. Further, as of the date hereof, no officer, director, affiliate or associate has had any preliminary contact or discussions with any specific business opportunity, nor are there any present plans, proposals, arrangements or understandings regarding the possibility of an acquisition or merger with any specific business opportunity.

 

**Rights of Stockholders**

 

Prior to consummating an acquisition or merger, if required by relevant state laws and regulations, we will seek stockholders approval in the appropriate manner. Certain types of transactions may be entered into solely by board of directors approval without stockholder ratification. Under Nevada law, certain actions that would routinely be taken at a meeting of            stockholders may be taken by written consent of stockholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders. Thus, if stockholders holding a majority of the outstanding shares decide by written consent to 

 

 

-5-

----

consummate an transaction, minority stockholders would not be given the opportunity to vote on the issue. If stockholder approval is required, the board will have discretion to consummate the transaction by written consent. Regardless of whether an acquisition or merger is ratified by board action alone, by written consent or by holding a stockholders' meeting, we will provide            stockholders complete disclosure documentation concerning the potential target including requisite financial statements. This information will be disseminated by proxy statement in the event a stockholders' meeting is held, or by an information statement if the action is taken by written consent.

 

Under Nevada corporate laws, our stockholders may be entitled to assert dissenters’ rights in the event of a successful merger of acquisition. Stockholders may be entitled to dissent from and obtain payment of the fair value of their shares in the event we complete a merger if approval by the stockholders is required under Nevada law. Also, stockholders may be            entitled to dissenters’ rights if we enter into a share exchange whereby our shares are to be acquired. A stockholder entitled to assert dissenter’s rights and obtain fair value for their shares, may not challenge the corporate action creating this entitlement, unless the action is unlawful or fraudulent with respect to the stockholder or company. A dissenting stockholder must refrain from voting their shares in approval of the corporate action. If the proposed action is            approved by the required vote of stockholders, we must then give notice to all stockholders who delivered their written notice of dissent.

 

**Competition**

 

Because we have not identified a prospective acquisition or merger candidate, we cannot evaluate the type and extent of future competition. There are several other public companies that are also searching for operating businesses as potential acquisition or merger candidates. We will be in direct competition with these other public companies in our search and, due            to a lack of capital, it may be difficult to successfully compete with these companies.

 

**Employees**

 

As of the date hereof, we do not have any employees and have no plans for retaining employees until such time as business warrants the expense, or until we successfully acquire or merge with an operating business. We may find it necessary to periodically hire part-time clerical help on an as-needed basis. 

 

**Facilities**

 

We currently use as our principal place of business the business office of our President and director, Geoff Williams, in Salt Lake City, Utah. Although we have no written agreement and currently pay no rent for the use of the facilities, we contemplate that at such future time as we are able to acquire or merge with an operating business, we will secure commercial            office space from which to conduct business. However, until that time, the type of business in which we will be engaged and the type of office and other facilities that will be required is unknown. We have no current plans to secure such commercial office space.

 

**Industry Segments**

 

No information is presented regarding industry segments. We are presently a development stage company seeking a potential acquisition of or merger with a yet to be identified business opportunity. Reference is made to the statements of income included in this Form 10-K for a report of our operating history for the past two fiscal years.

 

| **Item 1A.** | **Risk Factors.** |
|--------------|-------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 1B.** | **Unresolved Staff Comments.** |
|--------------|--------------------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 2.** | **Description of Property.** |
|-------------|------------------------------|

 

|   | We do not presently own any property. |
|--------|---------------------------------------|

 

-6-

----

 

| **Item 3.** | **Legal Proceedings.** |
|-------------|------------------------|

 

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

 

| **Item 4.** | **Submission of Matters to a Vote of Security Holders.** |
|-------------|----------------------------------------------------------|

 

No matters were submitted to a vote of our securities holders during the fourth quarter of the fiscal year ended December 31, 2009.

 

**PART II**

 

| **Item 5.** | **Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** |
|-------------|-------------------------------------------------------------------------------------------------------------------------|

 

There is not currently, nor has there ever been, a public trading market for our common stock. As of the date hereof, there are approximately 37 stockholders of record of our common stock. We anticipate that in the future we will request a broker/dealer to make an initial application to the Financial Industry Regulatory Authority to have our shares quoted on the OTC            Bulletin Board (“OTCBB”). The application will consist of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Securities Exchange Act of 1934.

 

Inclusion on the OTCBB will permit price quotations for our shares to be published by that service. Although we intend to request that an application to the OTCBB be submitted, we do not anticipate a public trading market in our shares in the immediate future. Any future secondary trading of our shares may be subject to certain state imposed restrictions. Except for            the application to the OTCBB, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. There can be no assurance that our shares will be accepted for trading on the OTCBB or any other recognized trading market. Also, there can be no assurance that a public trading market will develop following acceptance by the OTCBB or at any other time in the future or, that if such a market does develop,            that it can be sustained. 

 

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

 

**Penny Stock Rule**

 

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

 

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

 

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

 

|   | ● | authorized for quotation on The Nasdaq Stock Market; |
|--------|---------|------------------------------------------------------|

 

 

-7-

----

 

|   | ● | issued by a registered investment company; |
|--------|---------|--------------------------------------------|

 

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

  |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------|

|   | ● | exempted from the definition by the SEC. |
|--------|---------|------------------------------------------|

 

A broker-dealer who sells penny stocks to a person other than an established customer or accredited investor is subject to additional sales practice requirements. An accredited investor is generally defined as a person with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. 

 

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

 

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

 

**Rule 144**

 

All of our outstanding common shares were issued in private transactions and not registered with the SEC and, when issued, were deemed restricted securities. Rule 144 is the common means for stockholders to resell restricted securities and for affiliates, to sell their securities, either restricted on non-restricted (control) shares. Rule 144 was amended by the SEC,            effective February 15, 2008. 

 

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

 

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

 

|   | ● | 1% of the shares then outstanding. |
|--------|---------|------------------------------------|

 

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

 

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

 

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

 

|   | ● | has ceased to be a shell company; |
|--------|---------|-----------------------------------|

 

|   | ● | is subject to the Exchange Act reporting obligations; |
|--------|---------|-------------------------------------------------------|

 

 

 

-8-

----

|  

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

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

 

Following a successful acquisition of an operating business, we would anticipate filing with the SEC a report that will include comprehensive information that reflects that we are no longer a shell company.

 

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

 

**Dividends Policy**

 

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

 

| **Item 6.** | **Selected Financial Data.** |
|-------------|------------------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 7.** | **Management’s Discussion and Analysis of Financial Condition and Results of Operations.** |
|-------------|--------------------------------------------------------------------------------------------------|

 

*The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K.*

 

We are a development stage company with no assets and/or capital and limited operations. Ongoing expenses, including the costs associated with the preparation of reports and filing with the SEC, have been paid for by advances from a stockholder, which are evidenced on our financial statements as payable-related party. It is anticipated that we will require only            minimal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by officers and directors, although there is no agreement related to future funds and there is no assurance such funds will be available. However, unless we are able to facilitate an acquisition of or merger with an operating business or able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

 

**Forward Looking and Cautionary Statements**

 

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

 

**Results of Operations**

 

We have not reported any revenues since inception and incurred a net loss of $23,649 for the year ended December 31, 2009, compared to a loss of $24,309 for the year ended December 31, 2008. We have also reported a cumulative net loss of $67,114 since inception through December 31, 2009. The decrease in net loss for 2009 is attributed primarily to a decrease            in professional expenses for accounting and legal fees since filing our registration statement with the SEC in 2008. The net loss in 2009 is due to expenses related to ongoing professional fees in connection with making requisite periodic filings with the SEC.

 

-9-

----

 

 

**Liquidity and Capital Resources**

 

Expenses incurred during 2009 and 2008 have been paid for by a stockholder. At December 31, 2009, we had current liabilities of $46,914 compared to $29,265 at December 31, 2008. The increase at December 31, 2009 is attributed to the $14,813 increase in note payable - related party due to payments of expenses by a stockholder and the $3,895 increase in accrued            interest.  The increase was partially offset by the decrease in accounts payable from $4,059 in 2008 to $3,000 in 2009. Because we have no cash reserves or revenue source, we expect to continue to rely on the stockholder to pay expenses until such time as we can successfully complete an acquisition of or merger with an existing, operating company. There is no assurance that we will complete such an acquisition or merger or that the stockholder will continue indefinitely to pay            expenses.

 

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 following a successful acquisition or merger.

 

**Plan of Operation**

 

During the next 12 months, we will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. We will not restrict our search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature.

 

Because we lack sufficient funds, it may be necessary for officers, directors or stockholders to advance funds and we will accrue expenses until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any            compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if we engage outside advisors or consultants in our search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. 

 

If we need to raise capital, most likely the only method available would be the private sale of securities. Because we are a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that we will be able to obtain additional            funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

 

We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business            opportunities during the next twelve months. Also, we do not anticipate making any significant capital expenditures until we can successfully complete an acquisition or merger.

 

**Net Operating Loss**

 

We have accumulated a net operating loss carryforward of approximately $47,414 at of December 31, 2009. This loss carry forward may be offset against future taxable income through the year 2029. 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, 2009 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently has no operations.

 

**Recent Accounting Pronouncements**

 

In May 2009, the Financial Accounting Standards Board (“***FASB***”) SFAS 165 (ASC 855-10) entitled “*Subsequent Events*”. Companies are now required to disclose the date through which subsequent events have been evaluated by management.            Public entities (as defined) must conduct the evaluation as of the date the 

 

 

 

-10-

----

financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15,            2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) did not have a significant effect on our financial statements as of December 31, 2009.

 

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in            the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact our results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result,            these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. We implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards. We do not expect the adoption of FAS 168 to have an impact on results of operations, financial condition or cash flows.

 

| **Item 7A.** | **Quantitative and Qualitative Disclosures About Market Risk.** |
|--------------|-----------------------------------------------------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 8.** | **Financial Statements and Supplementary Data.** |
|-------------|--------------------------------------------------|

 

Financial statements for the fiscal years ended December 31, 2009 and 2008 have been examined to the extent indicated in their reports by Pritchett, Siler & Hardy, P.C., independent certified public accountants and have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to regulations            promulgated by the SEC. The aforementioned financial statements are included herein under Item 15.

 

| **Item 9.** | **Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** |
|-------------|-------------------------------------------------------------------------------------------|

 

On August 7, 2009, we dismissed Moore & Associates Chartered as our independent registered public accountants. None of the reports of Moore & Associates on our financial statements for either of the past two years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.            During the two most recent fiscal years, there were no disagreements with Moore and Associates, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

 

On August 27, 2009, the PCAOB issued PCAOB Release No. 105-2009-006 revoking the registration of Moore & Associates, Chartered and barring Michael J. Moore, CPA, from being an associated person of a registered public accounting firm. The PCAOB imposed these sanctions on the basis of its findings concerning the alleged violations of Moore & Associates and            Michael J. Moore of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, PCAOB rules and auditing standards in auditing the financial statements of three issuer clients from 2006 to 2008, PCAOB rules and quality controls standards, and noncooperation with a Board investigation. A copy of the PCAOB Release can be accessed at the PCAOB website at            http://www[dot]pcaobus[dot]org.

 

On August 7, 2009, we engaged the accounting firm of Seale and Beers, CPAs as our new independent registered public accounting firm. Our board of directors approved the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs. During the two most recent fiscal years and the interim periods preceding the engagement, we did not consult            Seale and Beers regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

 

 

 

-11-

----

On November 9, 2009, we dismissed Seale and Beers, CPAs as our independent certifying accountants pursuant to the unanimous consent of our board of directors. We initially retained Seale and Beers on August 7, 2009, but the firm did not performed any auditing or accounting services nor has it issued any audit or other reports on our financial statements.            Accordingly, since we retained Seale and Beers, we had no disagreements with the firm, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.

 

On October 14, 2009, we engaged Pritchett, Siler & Hardy, P.C. as our new independent certifying accountants. Our board of directors unanimously approved the engagement of Pritchett, Siler & Hardy. During the two most recent fiscal years and the interim periods preceding the engagement, we have not consulted Pritchett, Siler & Hardy regarding any of the            matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

 

On April 22, 2010, we dismissed Pritchett, Siler & Hardy, P.C. as our independent certifying accountants pursuant to the unanimous consent of our board of directors. We initially retained Seale and Beers on October 14, 2009. Since we retained Seale and Beers, we had no disagreements with the firm, whether or not resolved, on any matter of accounting principles            or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Pritchett, Siler & Hardy’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.

 

On April 22, 2010, we engaged Sadler, Gibb & Associates, L.L.C. as our new independent certifying accountants. Our board of directors unanimously approved the engagement of Sadler, Gibb & Associates, L.L.C. We have not consulted Sadler, Gibb & Associates, L.L.C. regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation            S-B.

 

| **Item 9A(T).** | **Controls and Procedures.** |
|-----------------|------------------------------|

 

|   | *Evaluation of Disclosures and Procedures* |
|--------|--------------------------------------------|

 

As of the end of the period covered by this annual report, our President, acting as both our chief executive officer and principal accounting officer, carried out an evaluation of the effectiveness of “disclosure controls and procedures,” as defined in the Securities Exchange Act of 1934, Rules 13a-15(e) and 15-d-15(e). Based upon that evaluation, it was            concluded that as of December 31, 2009, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: 

 

(i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms; and 

 

(ii) accumulated and communicated to management, including our chief executive officer and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

*Management’s Annual Report on Internal Control Over Financial Reporting*

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting            principals. Our internal control over financial reporting includes those policies and procedures that :

 

|   | ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

-12-

----

|   | ● | provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper authorizations of management and directors; and |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements. |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented            or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 

 

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.            

 

Management, including our President acting as both chief executive officer and principal accounting officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in            *Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.*Based on our assessment and those criteria, management concluded that during the period covered by this report, our internal control and procedures over financial reporting was effective as of December 31, 2009.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only            management’s report in this annual report. 

 

|   | *Changes in Internal Control over Financial Reporting* |
|--------|--------------------------------------------------------|

 

During the period covered by this report, there was no significant change in our internal controls over financial reporting or in other factors that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

| **Item 9B.** | **Other Information.** |
|--------------|------------------------|

 

|   | Not applicable. |
|--------|-----------------|

 

**PART III**

 

| **Item 10.** | **Directors, Executive Officers and Corporate Governance.** |
|--------------|-------------------------------------------------------------|

 

|   | Our executive officers and directors are as follows: |
|--------|------------------------------------------------------|

 

|   | **Name** | **Age** | **Position** |
|--------|----------|---------|--------------|

|   | Geoff Williams | 37 | President, CEO and Director |
|--------|----------------|----|-----------------------------|

|   | Nancy Ah Chong | 39 | Secretary / Treasurer and Director |
|--------|----------------|----|------------------------------------|

___________________________

 

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have not compensated directors for service on the board of directors or any committee thereof, but directors are entitled to be reimbursed for expenses incurred            for attendance at meetings of the board and any committee thereof. 

 

 

 

-13-

----

However, directors may defer their expenses and/or take payment in shares of our common stock. As of the date hereof, no director has accrued any expenses or compensation. Officers are appointed annually by the board of directors and each executive officer serves at the discretion of the board. We do not have any standing committees. 

 

No director, officer, affiliate or promoter of our company has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment, or decree involving the violation of any state or federal securities laws.

 

 

Directors currently devote only such time to company affairs as needed. The time devoted could amount to as little as 1% of the time they devote to their own business affairs, or if business conditions ultimately warrant, they could possibly elect to devote their full time to our business. Presently, there are no other persons whose activities are material to our            operations.

 

Currently, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs. Present management openly accepts and appreciates any input or suggestions from stockholders. However, the board of directors is            elected by the stockholders and the stockholders have the ultimate say in who represents them on the board. There are no agreements or understandings for any officer or director to resign at the request of another person and none of the current offers or directors of are acting on behalf of, or will act at the direction of any other person.

 

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

 

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

 

Mr. Williams is currently a director in the following companies with a class of its securities registered under the Securities Exchange Act of 1934:

 

|   | ● | Greyhound Commissary, Inc. (President, C.E.O. and director); and |
|--------|---------|------------------------------------------------------------------|

 

|   | ● | Westgate Acquisitions Corp. (President, C.E.O. and director). |
|--------|---------|---------------------------------------------------------------|

 

***Nancy Ah Chong***. Ms. Ah Chong became a director and Secretary / Treasurer of our company in September 2006. From August 2004 to the present, she has been an office manager for Williams Investment Company, a Salt Lake City, Utah financial consulting firm involved in facilitating mergers, acquisitions, business consolidations and            financings. Previously, Mrs. Ah Chong was an administrative assistant for Forsgren Associates in Salt Lake City from March 2004 to August 2004. She has also worked as a customer service representative for Overstock.com from November 2003 to January 2004 and O’Currance from February 2001 to November 2003, and as a marketing and travel coordinator for MGIS from February 2000 to August 2001. From August 1991 to December 1999, Mrs. Ah Chong was with Barrick Goldstrike Mines, Inc.            in Elko, Nevada, first as an exploration draftsperson and then an administrative assistant. Mrs. Ah Chong attended and graduated from the Omaha Institute of Art and Design in Omaha, Nebraska.

 

Ms. Ah Chong is currently a director in the following companies with a class of its securities registered under the Securities Exchange Act of 1934:

 

|   | ● | Greyhound Commissary, Inc. (Secretary / Treasurer and director); and |
|--------|---------|----------------------------------------------------------------------|

 

|   | ● | Westgate Acquisitions Corp. (Secretary / Treasurer and director). |
|--------|---------|-------------------------------------------------------------------|

 

 

 

-14-

----

 

**Compliance With Section 16(a) of the Exchange Act**

 

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. We believe that these reports were not filed during the fiscal year 2009.

 

**Code of Ethics**

 

We currently do not have a code of ethics. During the current fiscal year, we do intend to adopt a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

 

| **Item 11.** | **Executive Compensation.** |
|--------------|-----------------------------|

 

We have not had a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors. We have not paid any salaries or other compensation to officers, directors or employees for the years ended December 31, 2009 and 2008. Further, we have not entered into an employment agreement with any of our officers, directors or any            other persons and no such agreements are anticipated in the immediate future. We expect that directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. As of the date hereof, no person has accrued any compensation.

 

| **Item 12.** | **Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** |
|--------------|-----------------------------------------------------------------------------------------------------|

 

The following table sets forth information, to the best of our knowledge, as of May 5, 2010, with respect to each person known by us to own beneficially more than 5% of the outstanding common stock, each director and all directors and officers as a group.

 

| **Name and Address** | **Amount and Nature of** | **Percent** |
|----------------------|--------------------------|-------------|

| **of Beneficial Owner** | **Beneficial Ownership** | **of Class**(1) |
|-------------------------|--------------------------|-----------------|

|   | *Directors and Officers* |
|--------|--------------------------|

| Geoff Williams * | 600,000 | 40.0 % |
|------------------|---------|--------|

|   | 175 South Main Street, Suite 740 |
|--------|----------------------------------|

|   | Salt Lake City, UT 84111 |
|--------|--------------------------|

| Nancy Ah Chong | 0 | 0.0 % |
|----------------|---|-------|

|   | 175 South Main Street, Suite 740 |
|--------|----------------------------------|

|   | Salt Lake City, UT 84111 |
|--------|--------------------------|

|   | *5% Stockholders* |
|--------|-------------------|

| Edward F. Cowle * | 600,000 | 40.0 % |
|-------------------|---------|--------|

|   | 20 West 64th Street |
|--------|---------------------|

|   | New York, NY 10023 |
|--------|--------------------|

| H. Deworth Williams | 284,200 | 18.9 % |
|---------------------|---------|--------|

|   | 175 South Main Street, Suite 740 |
|--------|----------------------------------|

|   | Salt Lake City, UT 84111 |
|--------|--------------------------|

| All directors and officers | 600,000 | 40.0 % |
|----------------------------|---------|--------|

|   | a group (2 persons) |
|--------|---------------------|

 

|   | * | Director and/or executive officer |
|--------|---|-----------------------------------|

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

 

|   | (1) | Based upon 1,500,000 shares of common stock outstanding on May 5, 2010. |
|--------|-----|-------------------------------------------------------------------------|

 

 

 

-15-

----

 

| **Item 13.** | **Certain Relationships and Related Transactions, and Director Independence.** |
|--------------|--------------------------------------------------------------------------------|

 

There have been no material transactions during the past two fiscal years between our company and any officer, director, nominee for election as director, or any stockholder owning greater than five percent (5%) of our outstanding shares, nor any member of the above referenced individuals' immediate families.

 

Our officers and directors are subject to the doctrine of corporate opportunities, only insofar as it applies to business opportunities in which we have indicated an interest, either through our proposed business plan or by way of an express statement of interest contained in our corporate minutes. If directors are presented with business opportunities that may            conflict with business interests identified by us, such opportunities must be promptly disclosed to the board of directors and made available to us. In the event the board rejects an opportunity so presented and only in that event, any officer or director may avail themselves of such an opportunity. Every effort will be made to resolve any conflicts that may arise in favor of our company. There can be no assurance, however, that these efforts will be successful.

 

In the event of a successful acquisition or merger, a finder's fee, in the form of cash or securities, may be paid to persons instrumental in facilitating the transaction. We have not established any criteria or limits for the determination of a finder's fee, although it is likely that an appropriate fee will be based upon negotiations by management, the appropriate            business opportunity and the finder. Such fees are estimated to be customarily between 1% and 5% of the size of the transaction, based upon a sliding scale of the amount involved. Management cannot at this time make an estimate as to the type or amount of a potential finder's fee that might be paid, but is expected to be comparable to consideration normally paid in like transactions. It is unlikely that a finder's fee will be paid to an affiliate because of the potential conflict of            interest that might result. Any such fee would have to be approved by the stockholders or a disinterested board of directors.

 

None of our directors are deemed to be independent directors. We do not have a compensation, audit or nominating committee, rather those functions are carried out by the board as a whole.

 

| **Item 14.** | **Principal Accounting Fees and Services.** |
|--------------|---------------------------------------------|

 

We do not have an audit committee and as a result our entire board of directors performs the duties of an audit committee. Our board of directors will approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. As a result, we do not rely on pre-approval policies and procedures.

 

|   | *Audit Fees* |
|--------|--------------|

 

The aggregate fees billed by our former independent auditors, Moore & Associates, Chartered, for professional services rendered for the audit of our annual financial statements included in our annual report for the year ended December 31, 2008 and for the review of quarterly financial statements included in our quarterly reports during 2008, were $2,500.            Moore & Associates also billed $8,000 for the review of our quarterly financial statements include in our quarterly reports during 2009. Our other former independent auditors Seal and Beers, CPAs and Pritchett, Siler & Hardy, P.C. did not bill us for services in 2009.

 

Our new auditors, Sadler, Gibb & Associates, billed us $3,500 for the audit of our annual financial statements included in this annual report for the years ended December 31, 2009 and 2008.

 

|   | *Audit Related Fees* |
|--------|----------------------|

 

For the year ended December 31, 2009 and 2008, there were no fees billed for assurance and related services by our former auditors, Moore & Associates, Seale and Beers or Pritchett or Siler & Hardy, or our current auditors Sadler, Gibb & Associates relating to the performance of the audit of our financial statements which are not reported under the            caption "Audit Fees" above.

 

|   | *Tax Fees* |
|--------|------------|

 

For the years ended December 31, 2009 and 2008, no fees were billed by our former auditors, Moore & Associates, Seale and Beers or Pritchett, Siler & Hardy, or our current auditors Sadler, Gibb & Associates for tax compliance, tax advice and tax planning.

 

 

 

-16-

----

 

We do not use Sadler, Gibb & Associates for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We            do not engage Sadler, Gibb & Associates to provide compliance outsourcing services.

 

The board of directors has considered the nature and amount of fees billed by Sadler, Gibb & Associates and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Sadler, Gibb & Associates’ independence.

 

 

-17-

----

 

**PART 1V**

 

| **Item 15.** | **Exhibits, Financial Statement Schedules** |
|--------------|---------------------------------------------|

 

|   | (a) | Exhibits |
|--------|-----|----------|

 

| Exhibit No. | Exhibit Name |
|-------------|--------------|

|   | 3.1* | Certificate of Incorporation |
|--------|------|------------------------------|

|   | 3.2* | By-Laws |
|--------|------|---------|

|   | 4.1* | Instrument defining rights of stockholders (See Exhibit No. 3.1, Certificate of Incorporation) |
|--------|------|------------------------------------------------------------------------------------------------|

|   | 31.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|--------|------|--------------------------------------------------------------------------------------------------------------------|

|   | 32.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

________________

|   | * | Previously filed as an Exhibit to the Form 10-SB filed November 2, 2007. |
|--------|---|--------------------------------------------------------------------------|

 

 

 

-18-

----

 

 

 

 

 

**EASTGATE ACQUISITIONS CORP.**

 

**AUDIT REPORT OF INDEPENDENT ACCOUNTANTS**

**AND**

**FINANCIAL STATEMENTS**

 

**December 31, 2009 and 2008**

 

 

 

 

 

 

 

 

 

-19-

----

**EASTGATE ACQUISITIONS CORP.**

 

**TABLE OF CONTENTS**

 

|   | **Page** |
|--------|----------|

 

| Audit Report of Independent Accountants | 21 |
|-----------------------------------------|----|

 

| Balance Sheets – December 31, 2009 and 2008 | 22 |
|---------------------------------------------------|----|

 

| Statements of Operations for the Years Ended December 31, 2009 and 2008 | 23 |
|-------------------------------------------------------------------------|----|

 

| Statement of Stockholder’s Equity for the Years Ended December 31, 2009 and 2008 | 24 |
|----------------------------------------------------------------------------------------|----|

 

| Statement of Cash Flows for the Years Ended December 31, 2009 and 2008 | 25 |
|------------------------------------------------------------------------|----|

 

| Notes to Consolidated Financial Statements | 26 |
|--------------------------------------------|----|

 

 

_______________________________________

 

 

 

-20-

----

**SADLER, GIBB& ASSOCIATES, L.L.C.**

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Board of Directors

Eastgate Acquisitions Corp.

(A development stage company.)

 

We have audited the accompanying balance sheet of Eastgate Acquisitions Corp., as of December 31, 2009 and 2008, and the related statements of income, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our                audits.

 

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

 

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position Eastgate Acquisitions Corp. as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had a loss from operations since inception of $61,335, an accumulated deficit of $67,114, and working capital deficit of $46,914, which raises substantial doubt about its ability to continue as a going concern.                Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

**SADLER, GIBB AND ASSOCIATES, LLC**

 

Salt Lake City, UT

May 5, 2010

 

 

-21-

----

 

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

**BALANCE SHEET**

 

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

 

 

-22-

----

 

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

**STATEMENT OF OPERATIONS**

 

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

 

 

 

-23-

----

 

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

**STATEMENT OF STOCKHOLDERS’ EQUITY**

 

 

 

 

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

 

 

 

-24-

----

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

**STATEMENT OF CASH FLOWS**

 

 

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

 

 

-25-

----

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

Notes to Financial Statements

December 31, 2009 and 2008

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

|   | a. | Business and Organization |
|--------|----|---------------------------|

 

Eastgate Acquisitions Corporation (The Company) was organized on September 8, 1999, under the laws of the State of Delaware. Pursuant to Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises," the Company is classified as a development stage company.

 

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

 

|   | b. | Revenue Recognition |
|--------|----|---------------------|

 

The Company currently has no source of revenues. Revenue recognition policies will be determined when principal operations begin.

 

|   | c. | Basic Loss Per Share |
|--------|----|----------------------|

 

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period.

 

|   | For the Years Ended |
|--------|---------------------|

|   | December 31, |
|--------|--------------|

|   | 2009 | 2008 |
|--------|------|------|

|   | ---------------- | ---------------- |
|--------|------------------|------------------|

 

|   | Loss (numerator) | $ | (23,649)    | $ | (24,309) |
|--------|------------------|---|-----------------------|---|----------|

|   | Shares (denominator) | 1,500,000 | 1,500,000 |
|--------|----------------------|-----------|-----------|

|   | --------------- | ------------------ |
|--------|-----------------|--------------------|

 

|   | Per share amount | $ | (0.02) | $ | (0.02) |
|--------|------------------|---|--------|---|--------|

|   | ========= | ========== |
|--------|-----------|------------|

 

|   | d. | Provision for Taxes |
|--------|----|---------------------|

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.                Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 

 

 

 

 

 

-26-

----

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

Notes to Financial Statements

December 31, 2009 and 2008

 

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT A,CCOUNTING POLICIES (Continued)

 

|   | d. | Provision for Taxes (Continued) |
|--------|----|---------------------------------|

 

Net deferred tax assets consist of the following components as of December 31, 2009 and 2008:

 

|   | 2009 | 2008 |
|--------|------|------|

|   | ---------------- | ----------------- |
|--------|------------------|-------------------|

|   | Deferred tax assets: |
|--------|----------------------|

|   | NOL carryover | $ | 18,491 | $ | 11,608 |
|--------|---------------|---|--------|---|--------|

|   | Valuation allowance | (18,491) | (11,608) |
|--------|---------------------|----------|----------|

|   | ---------------- | ----------------- |
|--------|------------------|-------------------|

|   | Net deferred tax asset | $ | -- | $ | -- |
|--------|------------------------|---|----|---|----|

|   | ========= | ========== |
|--------|-----------|------------|

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2009 and 2008 due to the following:

 

|   | 2009 | 2008 |
|--------|------|------|

|   | ---------------- | ----------------- |
|--------|------------------|-------------------|

 

|   | Book Income | $ | (9,223) | $ | (9,481) |
|--------|-------------|---|---------|---|---------|

|   | Contributed services | 2,340 | 2,340 |
|--------|----------------------|-------|-------|

|   | Valuation allowance | 6,883 | 7,141 |
|--------|---------------------|-------|-------|

|   | ---------------- | ----------------- |
|--------|------------------|-------------------|

|   | $ | - | $ | - |
|--------|---|---|---|---|

|   | ======== | ========== |
|--------|----------|------------|

 

At December 31, 2009, the Company had net operating loss carry forwards of approximately $47,414 that may be offset against future taxable income through 2029. No tax benefit has been reported in the December 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

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

 

e. Use of Estimates

 

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

 

 

 

 

 

-27-

----

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

Notes to Financial Statements

December 31, 2009 and 2008

 

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

|   | f. | Advertising Costs |
|--------|----|-------------------|

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2009.

 

g. Newly Issued Accounting Pronouncements 

 

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this                evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s                financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

 

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the                preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.                As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards. 

 

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

 

| NOTE 2 - | GOING CONCERN |
|----------|---------------|

 

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

 

 

 

-28-

----

**EASTGATE ACQUISITIONS CORP.**

**(A Development Stage Company)**

Notes to Financial Statements

December 31, 2009 and 2008

 

 

| NOTE 2 - | GOING CONCERN (Continued) |
|----------|---------------------------|

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company.                However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

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

 

| NOTE 3 - | RELATED PARTY TRANSACTIONS |
|----------|----------------------------|

 

The Company’s expenses are paid by its majority shareholder. The Company accrues interest on the amount payable to the shareholder at 10% per annum. The liability of $38,135 plus accrued interest of $5,779 is unsecured and due upon demand.

 

The Company records the value of the services performed by its officers and directors as a contribution to capital. The amount contributed was $6,000 for the years ended December 31, 2009 and 2008. 

 

| NOTE 3 - | SUBSEQUENT EVENTS |
|----------|-------------------|

 

In accordance with SFAS 165 (ASC 855-10) Company management reviewed all material events through May 3, 2010, and there are no material subsequent events to report.

 

 

 

 

-29-

----

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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**

 

 

|   | By: | /S/  GEOFF WILLIAMS 

       Geoff Williams   |  

  |   |
|--------|-----|-----------------------------------------------------------------------------------------------------------|----------------|--------|

|   | President and C.E.O. |
|--------|----------------------|

|   | Principal Financial Officer |
|--------|-----------------------------|

|   | Principal Accounting Officer |
|--------|------------------------------|

 

 

| Dated: | May 11, 2010 |
|--------|--------------|

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

|   | Signature | Title | Date |
|--------|-----------|-------|------|

 

 

|   | May 11, 2010 |
|--------|--------------|

|   | /s/ GEOFFWILLIAMS | President, C.E.O. and director |
|--------|-------------------|--------------------------------|

|   | Geoff Williams | Principal Financial Officer |
|--------|----------------|-----------------------------|

|   | Principal Accounting Officer |
|--------|------------------------------|

 

 

|   | May 11, 2010 |
|--------|--------------|

|   | /s/ NANCYAHCHONG | Secretary and Director |
|--------|------------------|------------------------|

            Nancy Ah Chong

 

|   |   |
|--------|--------|

|   |   |
|--------|--------|

|   |   |
|--------|--------|

-30-