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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EASTGATE ACQUISITIONS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 6799 87-0639378
(State or other jurisdiction (Primary Standard (I.R.S.employer
of incorporation or organization) Classification Code identification
Number) number)
EASTGATE ACQUISITIONS CORPORATION
56 West 400 South
Suite 220
Salt Lake City, Utah 84101
(801) 322-3401
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HARRY WINDERMAN, ESQ.
GENERAL COUNSEL
EASTGATE ACQUISITIONS CORPORATION
2295 CORPORATE BOULEVARD, N.W.
SUITE 140
BOCA RATON, FLORIDA 33431
(561) 241-0332
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At a time or
times as may be determined by the selling stockholders after this registration
statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
<PAGE>
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Proposed Amount of
Class of registered Maximum Maximum Regis-
Securities Aggregate Aggregate tration
To be Offering Offering Fee
Registered Price Price
Per Share
- ---------------- ------------- ----------- -------------- ---------
Common Stock,
$.0001 par value 1,500,000(1) $0.10(1)(2) $150,000.00(1) $41.70
- -------------
Total $41.70
- -------------
1. Represents 1,500,000 shares of common stock issued to the original owners
of shares of the Company.
2. Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Exchange Act of 1933, as amended,
based on $0.10, the estimate of the per share sales prices of the common
stock on the Nasdaq Over-the-Counter Market upon registration and sale of the
stock.
The Registrant amends this registration statement on a date or dates as may be
necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration statement
shall become effective on a date as the Commission, acting pursuant to
said Section 8(a), may determine.
PROSPECTUS
1,500,000 SHARES
EASTGATE ACQUISITIONS CORPORATION
COMMON STOCK
The selling stockholders listed on page 30 are offering 1,500,000 shares of
the common stock through this prospectus.
Our shares do not currently trade but we anticipate trading on the electronic
bulletin board shortly after the effective date of this registration statement.
The price per share of common stock on the electronic bulletin board is
anticipated to be $0.10.
<PAGE>
AN INVESTMENT IN THE SECURITIES OFFERED INVOLVES A HIGH DEGREE OF RISK AND
SHOULD ONLY BE MADE BY YOU IF YOU CAN AFFORD THE LOSS OF YOUR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. IF ANYONE MAKES ANY OTHER
REPRESENTATION IT IS A CRIMINAL OFFENSE.
The date of this prospectus is [November 29, 1999].
<PAGE>
TABLE OF CONTENTS
Submission Page
Prospectus Summary 5
Selected Financial Data 5
Risk Factors 6
Use of Proceeds 11
Dividend Policy 12
Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Business 12
Management 16
Security Ownership of Certain Beneficial Owners and Management 17
Description of Capital stock 18
Certain Transactions 19
Legal Matters 22
Experts 22
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report
Financial Statements as of September 30, 1999
Notes to Financial Statement
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
1,500,000 shares
of
common stock
PROSPECTUS
Summary
THIS IS ONLY A SUMMARY OF THE INFORMATION THAT IS IMPORTANT TO YOU AND YOU
SHOULD READ THE MORE DETAILED INFORMATION, INCLUDING THE FINANCIAL STATEMENTS
AND THE NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS.
About Us
Eastgate Acquisitions Corporation, a Nevada corporation, intends to seek
to acquire assets or shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. We have no particular
acquisitions in mind and have not entered into any negotiations regarding such
an acquisition.
Our Business
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered corporation. We will not restrict our search to any specific
business, industry, or geographical location and we may participate in a
business venture of virtually any kind or nature.
Our Offices
Our executive offices are located at 56 West 400 South, Suite 220, Salt Lake
City, Utah 84101. Our telephone number is (801) 322-3401.
About The Offering
Common Stock Offered by the selling stockholders 1,500,000 shares
Common Stock Outstanding 1,500,000 shares
Common Stock to be Outstanding after the Offering 1,500,000 shares
Use of Proceeds - We will not receive any of the proceeds from the sale of
shares by the selling stockholders.
Proposed Bulletin Board Symbol EGCC
Risk Factors - An investment in the shares involves a high degree of risk. See
"Risk Factors" beginning on page 5 of this prospectus.
Summary Financial Data
(Dollar amounts and share data)
1999
Revenue $ 0.00
<PAGE>
BALANCE SHEET DATA
Working Capital $ 0.00
Total Assets $ 500.00
Total Liabilities $ 0.00
Stockholders' Equity $ 500.00
Risk Factors
An investment in the shares discussed in this prospectus involves a
high degree of risk. You should carefully consider the following risk factors,
as well as the other information contained in this prospectus, before making an
investment decision.
We Are a New Company With No Operating History.
We can not be sure that we will ever have profitability or positive cash
flow at any time. We have no operating history.
We Do Not Have Sources for Working Capital if Needed.
The timing and amount of capital requirements are not entirely within our
control and cannot accurately be predicted. If capital is required, we
may require financing sooner than anticipated. We have no commitments for
financing, and we can not be sure that any financing would be available in a
timely manner, on terms acceptable to us, or at all. Further, any equity
financing could reduce ownership of existing stockholders and any
borrowed money could involve restrictions on future capital raising
activities and other financial and operational matters. If we were unable to
obtain financing as needed, we could be bankrupt. The proposed business
activities described herein classify us as a "blank check" company. Many states
have enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities
or undertake any offering of our securities, either debt or equity, until such
time as we have successfully implemented its business plan described herein.
We Have No Operating History or Revenue or Assets.
We have had no operating history since being formed in 1999, nor any
revenues or earnings from operations. We have no assets nor financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss which will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We can give no assurance that we can identify
such a business opportunity and consummate such a business combination.
Our Proposed Operations are Highly Speculative Because We Have No Acquisitions
Currently Planned.
<PAGE>
The success of our proposed plan of operation will depend to a great extent
on the operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
we will be successful in locating candidates meeting such criteria. In the
event we complete a business combination, of which there can be no assurance,
the success of our operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond our control.
There is a Scarcity of and Competition for Business Opportunities and
Combinations.
We are and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may be desirable target candidates for us. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also compete
in seeking merger or acquisition candidates with numerous other small public
companies.
We have No Agreement for Business Combination or Other Transaction. We Have No
Standards for Business Combination.
We have no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or public
entity. We cannot give any assurance that we will be successful in identifying
and evaluating suitable business opportunities or in concluding a business
combination. We have not identified any particular industry or specific
business within an industry for evaluation and cannot give any assurance that we
will be able to negotiate a business combination on terms favorable to us. We
have not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly,
we may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
Our Management will Retain Control But Work Part-time.
While seeking a business combination, management anticipates devoting up to
twenty hours per month to our business. None of our officers has entered into a
written employment agreement with us and none is expected to do so in the
foreseeable future. We have not obtained key man life insurance on any of its
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these individuals would
adversely affect development of our business and its likelihood of continuing
operations.
<PAGE>
Our Officers and Directors May Have Conflicts of Interest.
Our officers and directors will participate in business ventures which
could be deemed to compete directly with us. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event our
officers or directors are involved in the management of any firm with which we
transacts business. Management has adopted a policy that we will not seek a
merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") require companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by us.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
We Will Lack Market Research and Marketing Organization.
We have neither conducted, nor have others made available to it, results of
market research indicating that market demand exists for the transactions
contemplated by us. Moreover, we do not have, and do not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by us, we cannot give any assurance that we will be
successful in completing any such business combination.
We Will Lack Diversification.
Our proposed operations, even if successful, will in all likelihood result
in our engaging in a business combination with a business opportunity.
Consequently, our activities may be limited to those engaged in by business
opportunities which we merge with or acquire. Our inability to diversify our
activities into a number of areas may subject us to economic fluctuations within
a particular business or industry and therefore increase the risks associated
with our operations.
We May be Subject to Regulation as a Holding Company.
Although we will be subject to regulation under the Securities Exchange Act
of 1934, we believe we will not be subject to regulation under the Investment
Company Act of 1940, because we will not be engaged in the business of investing
or trading in securities. In the event we engage in business combinations which
result in holding passive investment interests in a number of entities, we could
be subject to regulation under the Investment Company Act of 1940. In such
event, we would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
obtained no formal determination from the Securities and Exchange Commission as
to our status under the Investment Company Act of 1940 and, consequently, any
<PAGE>
violation of such Act would subject us to material adverse consequences.
We Will Have a Probable Change in Control and Management.
A business combination involving the issuance of our Common Shares will, in
all likelihood, result in shareholders of a private company obtaining a
controlling interest in us. Any such business combination may require our
management to sell or transfer all or a portion of the Common Shares held by
them, or resign as members of the Board of Directors. The resulting change in
our control could result in removal of one or more of our present officers and
directors and a corresponding reduction in or elimination of their participation
in our future affairs.
Reduction of Percentage Share Ownership Following a Business Combination Will
Affect Voting Control.
Our primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in our issuing securities
to shareholders of any such private company. The issuance of previously
authorized and unissued Common Shares would result in reduction in percentage of
shares owned by our present and prospective shareholders and may result in a
change in our voting control or management.
We Will Have Disadvantages as a Blank Check Company.
We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with us. Such consequences
may include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders and the inability or unwillingness to comply with various
federal and state laws enacted for the protection of investors.
Federal and State Tax Consequences Will be a Major Considerations in any
Business Combination We May Undertake.
Currently, business combinations may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. We intend to structure any business combination so as to minimize
the federal and state tax consequences to both us and the target entity;
however, we cannot give any assurance that such business combination will meet
the statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the transaction.
The Requirement of Audited Financial Statements May Disqualify Business
Opportunities.
We believe that any potential business opportunity must provide audited
financial statements for review, for the protection of all parties to the
business combination. One or more attractive business opportunities may choose
to forego the possibility of a business combination with us, rather than incur
the expenses associated with preparing audited financial statements.
<PAGE>
We will Depend on Key Personnel to Control Our Business and Our Business May
Suffer if They are Not Retained
We are not sure that we will be able to retain our employees or to
identify or rehire additional people. The need for people is particularly
important in light of the anticipated demands of future growth and the
competition of the interactive gaming industry. Our inability to attract, hire
or retain good people could have a bad effect on us. We are highly dependent on
our key employees, including technical, sales, marketing, information systems,
financial and executive personnel due to our new products and the new markets
and new sales people we have recently hired. Therefore, our success depends upon
our ability to train and retain these people and to identify, hire and retain
additional people as the need arises. Competition for these people is
substantial.
Our Charter Contains Certain Anti-Takeover Provisions Prevent Changes in
Management.
Certain provisions of our Certificate of Incorporation and Bylaws and
of the Delaware General Corporation Law could delay or impede the removal of
incumbent directors, make more difficult a merger, tender offer or proxy
contest involving our company, and could discourage you or others from
attempting to acquire control of our company, even if events would be
beneficial to the interests of some or all of our stockholders. We currently
have 20,000,000 shares of common stock authorized and only approximately
1,500,000 shares are currently outstanding. We will have the ability to issue
substantially more shares than are currently outstanding, thereby changing the
control of the current stockholders' voting power.
We Have No Current Market For Our Stock.
Prior to this offering, there has been no public market for the common
stock trading on electronic bulletin board. We are not sure that a public
trading market for the common stock will develop or continue after this
offering, or that the public offering price will correspond to the price at
which the common stock will trade subsequent to this offering. The stock market
has experienced price and volume fluctuations that have particularly
affected the stocks of technology companies, resulting in changes in the
market prices of stocks of many companies that may not have been directly
related to the operating performance of those companies. Such broad market
fluctuations may adversely affect the market price of the common stock
following this offering. In addition, the market price of the common stock
following this offering may be highly volatile. Factors as variations in our
interim financial results, comments by securities analysts, announcements of
technological innovations or new products by us or its competitors, changing
market conditions in the industry, changing government regulations,
developments concerning our proprietary rights or litigation, many of which
are beyond our control, may have a bad effect on the market price of the
common stock.
Shares Eligible for Future Sale Could Depress the Price of Our Shares
Sales of a substantial number of shares of common stock in the public
market following this offering, or the perception that sales could occur, could
make the market price of the common stock prevailing from time to time go down
and could impair our future ability to raise capital through a sale of our
<PAGE>
stock. Upon completion of this registration, there will be 1,500,000 shares of
common stock outstanding, 1,500,000 of which will be freely tradable without
restriction.
We Will Not Pay a Cash Dividend in the Near Future.
We have never declared or paid any cash dividends on its capital stock and
do not anticipate paying cash dividends in the foreseeable future.
Control by Officers, Directors and Existing Shareholders Prevents Changes in
Management.
Currently, the directors as a group have the right to vote a majority of
the outstanding shares of common stock. This small group will control the
operations of our company and make it very hard to elect other management for
us. As a result, the present officers, directors and shareholders will
continue to control our operations, including the election of directors
and, except as otherwise provided by law, other matters submitted to a vote of
shareholders, including a merger, consolidation or other important matters.
We Provide Indemnification of Officers and Directors and It May be Difficult to
Sue Them.
The Nevada Statutes permit a corporation to indemnify persons
including officers and directors who are or are threatened to be made parties to
any threatened, pending or completed action, suit or proceeding, against all
expenses including attorneys' fees actually and reasonably incurred by, or
imposed upon, him in connection with the defense of action, suit or proceeding
by reason of his being or having been a director or officer, except where he has
been adjudged by a court of competent jurisdiction and after exhaustion of all
appeals to be liable for gross negligence or willful misconduct in the
performance of duty. Our Bylaws provide that we shall indemnify our officers and
directors to the extent permitted by the Delaware law and thereby limit the
actions that may be taken by you against the officers and directors.
We Make Estimates of Our Future In Forward-Looking Statements.
The statements contained in this prospectus that are not historical
fact are "forward-looking statements," which can be identified by the use of
forward-looking terminology as "believes," "expects," "may," "will," "should,"
or "anticipates," the negatives thereof or other variations thereon or
comparable terminology, and include statements as to the intent, belief or
current our expectations with respect to the future operations, performance or
position. These forward-looking statements are predictions. We cannot assure you
that the future results indicated, whether expressed or implied, will be
achieved. While sometimes presented with numerical specificity, these
forward-looking statements are based upon a variety of assumptions relating to
our business, which, although considered reasonable by us, may not be realized.
Because of the number and range of the assumptions underlying our
forward-looking statements, many of which are subject to significant
uncertainties and contingencies beyond our reasonable control, some of the
assumptions inevitably will not materialize and unanticipated events and
circumstances may occur subsequent to the date of this prospectus. These
forward-looking statements are based on current information and expectation, and
we assume no obligation to update. Therefore, our actual experience and results
<PAGE>
achieved during the period covered by any particular forward-looking statement
may differ substantially from those anticipated. Consequently, the inclusion of
forward-looking statements should not be regarded as a representation by us or
any other person that these estimates will be realized, and actual results may
vary materially. We can not assure that any of these expectations will be
realized or that any of the forward-looking statements contained herein will
prove to be accurate.
Use Of Proceeds
We will not receive any of the proceeds from the sale of shares by the selling
stockholders.
Price Range Of Common Stock
Since our formation, our common stock has not traded on any public
market. We do anticipate that our stock will trade on the electric bulletin
board in the near future under the proposed trading symbol WGCC.
As of September 30, 1999, there were approximately 30 Holders of record of
our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our stock and do not
anticipate paying cash dividends in the foreseeable future. The payment of
cash dividends, if any, in the future will be at the sole discretion of the
Board of Directors.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Year 2000 Computer Problem May Cause a Disruption in Our Computers
We have fully investigated the application of any Year 2000 disruptions or
complications in the operation of our business. However, to the extent that
our business and the business of our customers depends on the use of
electricity and telephone lines, we are unable to measure the uncertainties
with these resources and do not have the resources to supply alternative
supplies. In the event of a stoppage of either electrical service or telephone
service, our business would completely stop and we would be forced to stop
operating shortly after disruptions.
Inflation
In our opinion, inflation has not had an effect on our results of
operations.
OUR BUSINESS
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered corporation. We will not restrict its search to any specific
business, industry, or geographical location and we may participate in a
<PAGE>
business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. We anticipate that we may be able to participate in
only one potential business venture because we have nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, we believe that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, we believe we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. The owners of the business opportunities will,
however, incur significant legal and accounting costs in connection with
acquisition of a business opportunity, including the costs of preparing Form
8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act") specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, our officers and directors have not conducted market research and
are not aware of statistical data which would support the perceived benefits of
a merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officers and directors, none of whom is a professional
business analyst. We intend to concentrate on identifying preliminary
prospective business opportunities which may be brought to our attention through
present associations of our officers and directors, or by our shareholders. In
analyzing prospective business opportunities, we will consider such matters as
the available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
<PAGE>
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact our
proposed activities; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products, services, or
trades; name identification; and other relevant factors. To the extent possible,
we intend to utilize written reports and personal investigation to evaluate the
above factors. We will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.
It is not anticipated that any outside consultants or advisors will be
utilized by us to effectuate our business purposes described herein. However,
if we do retain such an outside consultant or advisor, we will review such
consultant or advisor's credentials as well as his or her experience and
reputation in providing advice in implementing our business plan, which services
will be limited to analysis of a prospective merger or acquisition candidate to
assist management in evaluating a particular candidate and any cash fee earned
by such party will need to be paid by the prospective merger/acquisition
candidate, as we have no cash assets with which to pay such obligation. There
have been no contracts or agreements with any outside consultants and none are
anticipated in the future.
We will not restrict our search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer. However, we do not intend to obtain funds in one
or more private placements to finance the operation of any acquired business
opportunity until such time as we have successfully consummated such a merger or
acquisition.
It is anticipated that we will incur nominal expenses in the implementation
of its business plan described herein. Because we have no capital with which to
pay these anticipated expenses, present stockholders will pay these charges with
their personal funds, as interest free loans to us. These stockholders have
agreed among themselves that the repayment of any loans made on our behalf will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders or may sell their stock in us. Any terms of sale of the
shares presently held by our officers and/or directors will be also afforded to
all other shareholders on similar terms and conditions. Any and all such sales
will only be made in compliance with the securities laws of the United States
and any applicable state.
<PAGE>
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in
the future, if such a market develops, of which there is no assurance. While
the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, our shareholders, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.
As part of our investigation, our officers and directors will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise. The manner in which we participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of us and other parties, the management of the opportunity and the
relative negotiation strength of us and such other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on our percentage which the target company
shareholders would acquire in exchange for all of their shareholdings in the
target company. Depending upon, among other things, the target company's assets
and liabilities, our shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we
acquire a target company with substantial assets. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the
percentage of shares held by our pre-merger shareholders.
We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
<PAGE>
As stated herein above, we will not acquire or merge with any entity which
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. We are subject to all
of the reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in our annual report on Form 10-K (or
10-KSB, as applicable). If such audited financial statements are not available
at closing, or within time parameters necessary to insure our compliance with
the requirements of the 34 Act, or if the audited financial statements provided
do not conform to the representations made by the candidate to be acquired in
the closing documents, the closing documents will provide that the proposed
transaction will be voidable, at our discretion. If such transaction is voided,
the agreement will also contain a provision providing for the acquisition entity
to reimburse us for all costs associated with the proposed transaction.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers and their positions with us are
set forth below.
<TABLE>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Geoffery Williams 29 Chairman of the Board
Edward Cowle 43 President, Chief Executive
Officer, Principal
Financial Officer and
Director
David Miller 45 Director
</TABLE>
GEOFFERY WILLIAMS has been President and Director of the Company since its
Inception in 1999. He is Vice President of Williams Investment Company and has
been employed by the firm since 1994. Mr. Williams, the son of founder
Deworth Williams, has studied at several universities including the Sorbonne
in Paris, France.
EDWARD COWLE, has been a major stockholder in Highland Capital Group and in that
capacity has acted as a private investor in arranging numerous financial
transactions for private and public companies from 1994 to the present. Beore
his involvement with Highland Capital Group, Mr. Cowle was a Senior Vice
President of Paine Webber, Inc. and held a Series 7 and 63 securities license
from 1992 to 1994. Prior to Paine Webber, Mr. Cowle was employed by Bear Sterns
& Co. and held the same licenses from 1991 to 1992. From 1983 to 1991, Mr.
Cowle was self employed as a private investor who arranged financing for private
and public companies. From 1980 to 1983, Mr. Cowle was employed as a
stockbroker by V.A.S. Unified. Mr. Cowle is a graduate of Fairleigh Dickenson
University.
<PAGE>
DAVID A. MILLER, Director. Mr. Miller has owned and operated the family gift
store in Murray, Idaho for approximately eight years. He has also been
involved in the local mining, logging and building businesses in recent years.
EXECUTIVE COMPENSATION
None of the Officers or Directors will receive payment for services
until after the completion of any business combination.
LONG-TERM INCENTIVE AND PENSION PLANS
We do not have any long-term incentive or defined benefit pension
plans.
OTHER
No director or executive officer is involved in any material legal
proceeding in which he is suing us or in which he will receive a benefit from
the legal proceedings.
EMPLOYMENT AGREEMENTS
We currently have no employment agreements with any person or entity.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Charter and Bylaws provide that we shall indemnify all directors and
officers to the full extent permitted by the Nevada Corporation Law. Under
provisions, any director or officer who, in person's capacity as , is made or
threatened to be made a party to any suit or proceeding, may be indemnified if
the Board determines director or officer acted in good faith and in a manner
director reasonably believed to be in or not opposed to our best interest. The
Charter, Bylaws, and the Nevada Corporation Law further provide that
indemnification is not exclusive of any other rights to which individuals may be
entitled under the Charter, the Bylaws, any agreement, any vote of stockholders
or disinterested directors, or otherwise.
We have power to purchase and maintain insurance on behalf of any
person who is or was our director, officer, employee, or agent, or is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss incurred by person in any capacity or arising out of
his status as , whether or not we would have the power to indemnify person
against liability under Nevada law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1999, information
regarding the beneficial ownership of our common stock by each person we know to
own five percent or more of the outstanding shares, by each of the directors and
officers, and by the directors and officers as a group. As of September 30,
1999, there were outstanding 1,500,000 shares of our common stock.
<PAGE>
Beneficial ownership has been determined in accordance with Rule 13d-3
of the Securities Exchange Act of 1934. Generally, a person is deemed to be
the beneficial owner of a security if he has the right to acquire voting or
investment power within 60 days.
Unless otherwise indicated, all addresses are at our office at 2295
Corporate Boulevard, Suite 140, Boca Raton, Florida 33431.
<TABLE>
Name and Address of Amount of
Beneficial Owner Beneficial Percent of
Ownership Class
- --------------------------------------- ----------- ------------
<C> <S> <S>
Geoffery Williams 600,000 40.0%
Edward Cowle 600,000 40.0%
David Miller 284,000 18.9%
All Officers and Directors as a Group 1,484,000 98.9%
(3 persons)
</TABLE>
DESCRIPTION OF CAPITAL STOCK
We have an authorized capital of 20,000,000 shares of common stock, par
value $0.00001 per share, and 20,000,000 shares of Preferred stock, par value
$0.00001 per share. As of September 30, 1999, 1,500,000 shares of common stock
were outstanding, held of record by 30 persons.
Common Stock
The holders of common stock are entitled to one vote per share on all
matters voted on by stockholders, including the election of directors. Except as
otherwise required by law, the holders of common stock exclusively possess
all voting power. The holders of common stock are entitled to dividends as
may be declared from time to time by the Board from funds available for
distribution to holders. No holder of common stock has any preemptive right to
subscribe to any securities of ours of any kind or class or any cumulative
voting rights. The outstanding shares of common stock are, and the shares,
upon issuance and sale as contemplated will be, duly authorized, validly
issued, fully paid and nonassessable.
Registration Rights
Following this offering, no shareholders of our common stock will have
rights to register those shares for sale to the public under the Securities Act
of 1933, as amended (the "Securities Act").
CERTAIN PROVISIONS OF OUR CHARTER AND BYLAWS AND OF NEVADA LAW
General
Our Charter and Bylaws contain provisions that could make difficult the
acquisition of control of us by means of a tender offer, open market purchases,
<PAGE>
proxy fight or otherwise. These provisions may discourage types of coercive
takeover practices and inadequate takeover bids and encourage persons seeking to
acquire control of us first to negotiate with us. We believe that the benefits
of its potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to take over or restructure us outweigh the disadvantages
of discouraging proposals because, among other things, negotiation of proposals
could result in an improvement of their terms.
Our Certificate of Incorporation and By-laws contain provisions which may
deter, discourage, or make more difficult the assumption of control of us by
another corporation or person through a tender offer, merger, proxy contest or
similar transaction or series of transactions. These provisions include an
unusually large number of authorized shares of common stock (20,000,000). The
overall effect of these provisions may be to deter a future tender offer or
other takeover attempt that some shareholders might view to be in their best
interest as the offer might include a premium over the market price of our
capital stock at the time. In addition, these provisions may have the
effect of assisting our current management in retaining its position and
place it in a better position to resist changes which some stockholders
may want it to make if dissatisfied with the conduct of our business.
Limitations on Directors' Liability
The Bylaws contains provisions to:
- - eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty (other than breaches of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, violations under
the Nevada Corporation Law or for any transaction from which the director
derived an improper personal benefit); and,
- - indemnify its directors and officers to the fullest extent permitted by
Nevada Corporation Law, including circumstances in which indemnification is
otherwise discretionary. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that, in the opinion of the
Commission, indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. We believe that these
provisions are necessary to attract and retain qualified persons as directors
and officers.
Transfer Agent
The Transfer Agent and Registrar for the common stock is Interstate
Stock Transfer & Trust Company, Salt Lake City, Utah.
Selling Stockholders
The selling stockholders either received their stock as part of the
Original capital contribution or as consideration for services performed for
us.
<PAGE>
The following table contains:
- the number of shares of common stock beneficially owned by the selling
stockholders as of September 30, 1999;
- the number of shares of common stock to be offered for resale by the
selling stockholders; and,
- the number and percentage of shares of common stock to be beneficially
owned by the selling stockholders after completion of the offering.
<TABLE>
No. of Shares of
Common Stock
Beneficially Owned Percentage of Shares
Name and Offered beneficially owned
- -------------------------- -------------------- --------------------------
<C> <S> <S>
Geoffery Williams 600,000 40%
Edward Cowle 600,000 40%
David Miller 284,000 18.9%
Behan, Tom 400*
Benson, Brett 400*
Dansby, Robert 400*
Dell, Jill 400*
Dempsey, Bob 400*
Griffin, Don 400*
Juliano, Jo 400*
Juliano, John S. 400*
Kelly, Rose Mary 400*
Mancini, Robyn 400*
Miller, Dale 400*
Miller, David 400*
Miller, Jean 400*
Ott, Bernadette 400*
Patterson, Janis 400*
Price, John 400*
Ruzicka, Andrea 400*
Ruzicka, Jim 400*
Smith, Rocky 400*
Snow, Jeannnie 400*
Snow, Michelle 400*
Snow, Ron 400*
Walker, Tom 400*
Walter, Sharon 400*
Wells, Pete 400*
Wheeler, Haley 400*
Wheeler, Scott 400*
Wheeler, Tonya 400*
Wilkins, Laura 400*
Wilkins, Sandra 400*
Williams, Dave 400*
Williams, Nate 400*
Winderman, Harry 3,000*
</TABLE>
* Less than 1%
<PAGE>
We can not be sure that the selling stockholders will opt to sell any
of
the shares of common stock offered. To the extent required
the specific shares of common stock beneficially owned by selling
stockholders
the public offering price of the shares to be sold
the names of any agent, dealer or underwriter employed by selling
stockholders
in connection with any sale
any applicable commission or discount with respect to each offer will be
set
forth in an accompanying prospectus supplement.
THE SHARES COVERED BY THIS PROSPECTUS MAY BE SOLD FROM TIME TO TIME SO LONG AS
THIS PROSPECTUS REMAINS IN EFFECT; PROVIDED, HOWEVER, THAT THE SELLING
STOCKHOLDERS ARE FIRST REQUIRED TO CONTACT OUR CORPORATE SECRETARY TO
CONFIRM THAT THIS PROSPECTUS IS IN EFFECT. THE SELLING STOCKHOLDERS EXPECT
TO SELL THE SHARES AT PRICES THEN ATTAINABLE, LESS ORDINARY BROKERS'
COMMISSIONS AND DEALERS' DISCOUNTS AS APPLICABLE.
SELLING STOCKHOLDERS AND ANY BROKER OR DEALER TO OR THROUGH WHOM ANY OF THE
SHARES ARE SOLD MAY BE DEEMED TO BE UNDERWRITERS WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 WITH RESPECT TO THE COMMON STOCK OFFERED AND ANY
PROFITS REALIZED BY THE SELLING STOCKHOLDERS OR BROKERS OR DEALERS MAY BE DEEMED
TO BE UNDERWRITING COMMISSIONS. BROKERS' COMMISSIONS AND DEALERS' DISCOUNTS,
TAXES AND OTHER SELLING EXPENSES TO BE BORNE BY THE SELLING STOCKHOLDERS ARE NOT
EXPECTED TO EXCEED NORMAL SELLING EXPENSES FOR SALES OVER-THE-COUNTER OR
OTHERWISE, AS THE CASE MAY BE. THE REGISTRATION OF THE SHARES UNDER THE
SECURITIES ACT OF 1933 SHALL NOT BE DEEMED AN ADMISSION BY THE SELLING
STOCKHOLDERS OR US THAT THE SELLING STOCKHOLDERS ARE UNDERWRITERS FOR PURPOSES
OF THE SECURITIES ACT OF 1933 OF ANY SHARES OFFERED UNDER THIS PROSPECTUS.
PLAN OF DISTRIBUTION
This prospectus covers 1,500,000 of our common stock. All of the shares
offered are being sold by the selling stockholders. The Securities covered
by this prospectus may be sold under Rule 144 instead of under this
prospectus. We will realize no proceeds from the sale of the shares by the
selling stockholders.
The distribution of the shares by the selling stockholders is not
subject to any underwriting agreement. The selling stockholders may sell the
shares offered from time to time in transactions on one or more exchanges, in
the over-the-counter market, in negotiated transactions, or a combination of
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices relating to prevailing market prices
or at negotiated prices. In addition, from time to time the selling stockholders
may engage in short sales, short sales against the box, puts and calls and other
transactions in our securities or derivatives thereof, and may sell and deliver
the shares in connection therewith.
From time to time the selling stockholders may pledge their shares with
their brokers. Upon a default by the selling stockholders, the broker may
offer and sell the pledge shares.
<PAGE>
The selling stockholders' sales may be effected by selling the shares
to or through broker-dealers, and broker-dealer may receive compensation in
the form of discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares for whom broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of the customary commissions). The
selling stockholders and any broker-dealers that participate with the selling
stockholders in the distribution of the shares may be deemed to be underwriters
within the meaning of Section 2(a) (11) of the Securities Act and any
commissions received by them and any profit on the resale of the shares may be
deemed to be underwriting commissions or discounts under the Securities Act. The
selling stockholders will pay any transaction costs associated with effecting
any sales that occur.
In order to comply with the securities laws of states, if applicable, the
shares will be sold in jurisdictions only through registered or licensed brokers
or dealers. In addition, in states the shares may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption
from the registration or qualification requirement is available and is complied
with by us and the selling stockholders.
Any broker-dealer acquiring common stock offered may sell securities either
directly, in its normal market-making activities, through or to other
brokers on a principal or agency basis or to its customers. Any sales may be at
prices then prevailing on Nasdaq, at prices related to prevailing market prices
or at negotiated prices to its customers or a combination of methods. In
addition and without limiting the foregoing, the selling stockholders will be
subject to applicable provisions of Regulation M, which may limit the timing of
the purchases and sales of shares of common stock by the selling stockholders.
The selling stockholders is not restricted as to the price or prices at
which it may sell its shares. Sales of these shares may have an adverse
effect on market price of common stock. Moreover, the selling stockholders is
not restricted as to the number of shares that may be sold at any time, and it
is possible that a significant number of shares could be sold at the same time
which may also have an adverse effect on the market price of our common stock.
We have agreed to pay all fees and expenses incident to the registration of
the shares , except selling commissions and fees and expenses of counsel or any
other professionals or other advisors, if any, to the selling stockholders.
This prospectus also may be used, with our consent, by donees or other
transferees of the selling of the selling stockholders, or by other
persons acquiring the common stock under circumstances requiring or making
desirable the use of this prospectus for the offer and sale of shares.
LEGAL MATTERS
The validity of the shares will be passed upon for us by its
counsel, Harry Winderman, Esq., Boca Raton, Florida.
EXPERTS
The financial statement of EASTGATE Acquisitions Corporation at September
30, 1999 appearing in this registration statement has been audited by Jack F.
Burke, Jr., our independent auditor.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN GIVEN ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THE INFORMATION CONTAINED OR INCORPORATED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, BY THE SELLING STOCKHOLDERS OR
BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended and, we will file reports, proxy statements and
other information with the Securities and Exchange Commission. These reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Securities Exchange Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 as
well as at the following regional offices: 7 World Trade Center, Suite 1300,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606-2511 upon payment of the fees prescribed by the Securities
Exchange Commission. This material may also be viewed on the internet at
http//www.sec.gov.
We have also filed with the Securities Exchange Commission a Form
SB-2 registration statement under the Securities Act of 1934 with respect
to the shares offered by the selling stockholders listed in this prospectus.
This prospectus does not contain all of the information set forth in the
registration statement, parts of which are omitted to comply with the rules and
regulations of the Securities Exchange Commission. For further information,
please see the registration statement.
EASTGATE ACQUISITIONS CORPORATION
INDEX TO FINANCIAL STATEMENT
Auditor's
Page
Independent Auditor's Report 1
Balance Sheet as of September 15, 1999 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
<PAGE>
JACK F. BURKE, JR.
CERTIFIED PUBLIC ACCOUNTANT
P. O. BOX 15728
HATTIESBURG, MS. 39404
REPORT OF INDEPENDENT AUDITOR
The Board of Directors
Eastgate Acquisitions Corporation
Salt Lake City, Utah
I have audited the accompanying balance sheet of Eastgate Acquisitions
Corporation (A Development Stage Company) as of September 30, 1999 and the
related statements of operations, stockholders' equity and cash flows for
twenty-two days then ended. These financial statements are the responsibility
of Eastgate Acquisitions Corporation management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement presentation. I believe
that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Eastgate Acquisitions Corporation,
(Development Stage Company) as of September 30, 1999 and the results of its
operations and its cash flows for the twenty-two days ended in conformity
with generally accepted accounting principles.
The accompanying financial statements, have been prepared assuming the company
will continue as a gong concern. As discussed Note 2 to the financial
statements, the company will continue as a going concern. As discussed in Note 2
to the financial statements, the company is a development stage company with no
significant operating results to date. Unless the company is able to obtain
significant outside financing, there is a substantial doubt about its ability to
continue as a going concern. Management plans in regard to the matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of the uncertainty.
Sincerely,
Jack F. Burke, Jr.
October 1, 1999
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
A Development Stage Company
Balance Sheet
September 30, 1999
<TABLE>
Assets
<S> <C>
Current Assets
Cash in Bank $ 500
----------
Total Current Assets $ 500
==========
Current Liabilities
Total Current Liabilities 0
----------
Total liabilities 0
Stockholders' Equity
Common Stock- 20,000,000 shares, par value
$.0001 authorized, 1,500,000 shares issued 15
Additional paid-in capital 485
Retained earnings 0
----------
Total Stockholders' Equity 500
----------
Total Liabilities and Stockholders' Equity $ 500
==========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
A Development Stage Company
Statement of Operations
Twenty-Two Days Ended September 30, 1999
<TABLE>
<C> <S>
Income $ 0
Expense 0
----------
Net Gain (Loss) 0
==========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
A Development Stage Company
Analysis of Stockholders' Equity
Twenty-Two Days Ended September 30, 1999
<TABLE>
Additional
Paid-in
Retained
Common Stock Capital
Earnings
------------ ---------- ---
- ------
<C> <S> <S> <S>
1,500,000 shares common stock
at $.00001 par issued September
8, 1999 15 485
- -
Net Gain (Loss) for twenty-two days - -
- -
ended September 30, 1999 - -
0
------------ ---------- ---
- ------
Balance September 30, 1999 15 $ 485 $
0
============ ==========
=========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
A Development Stage Company
Statement of Cash Flows
Twenty-Two Days Ended September 30, 1999
<TABLE>
<C> <S>
Cash Flows from Operating Activities $ 0
Cash Flows from Investing Activities 0
Cash Flows from Financing Activities
Sale of Common Stock 500
-------------
Net Cash Provided by Financing Activities 500
Beginning Balance 0
-------------
Ending Balance 500
=============
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
EASTGATE ACQUISITIONS CORPORATION
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Eastgate Acquisitions Corporation was formed on September 8,
1999. The company has not begun any operations.
CAPITAL STOCK - Twenty Million (20,000,000) shares of common stock with a par
value of $.00001 was authorized and one million five hundred thousand
(1,500,000) shares were issued for Five Hundred dollars ($500).
NOTE 2 - GOING CONCERN
The company' s financial statements have been presented on the basis that its a
going concern
which contemplated the realization of assets and the liquidation of liabilities
in the normal course of business operations. The company is in the development
stage and has not realized any revenues from operations. The company s ability
to continue as a going concern is dependent on its ability to develop additional
source, of capital or locate a merger candidate and ultimately achieve
profitable operating. The accompanying financial statements do not include any
adjustment that might result from the outcome of these uncertainties. Management
is seeking additional capital which would enable the company to began operating.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The company is considered a development stage company as it is dormant and
planned principal operations have not developed.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Nevada General Corporation Law, as amended, allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his or her duty
of loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Nevada corporate law or obtained an improper
personal benefit. The Registrant has limited the liability of its directors for
money damages in Article VIII of its Bylaws which reads as follows:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except liability for (i) any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under applicable Corporation Law; or (iv) any transaction from
which the director derived any improper personal benefit. The foregoing
sentence notwithstanding, if the Corporation Law is hereafter amended to
authorize further elimination or a limitation on the liability of a director of
a corporation, then the liability of a director of this Corporation shall be
eliminated or limited to the fullest extent permitted by the Corporation Law,
as so amended.
Any repeal or modification of this Article VIII by (i) the stockholders of
the Corporation or (ii) amendment to the Corporation Law of Nevada
(unless statutory amendment specifically provides to the contrary) shall not
adversely affect any right or protection, existing immediately prior to the
effectiveness of repeal or modification with respect to any acts or omissions
occurring either before or after repeal or modification, of a person serving as
a director at the time of repeal or modification.
Nevada Corporation Law, as amended, provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in capacity in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant has provided for indemnification of directors, officers, employees
and agents in Article VII of its Bylaws, which reads as follows:
<PAGE>
The Corporation shall indemnify, and advance expenses to, its directors,
officers, employees and agents, and all persons who at any time served as
directors, officers, employees or agents of the Corporation, to the maximum
extent permitted, and in the manner provided by, Nevada Corporation Law, as
amended, or any successor provisions, and shall have
power to make any other or further indemnity permitted under the laws of the
State of Nevada. The indemnification provided for herein shall not be deemed
exclusive of any other right to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of a person. Any repeal or
modification of this Article VIII by (i) the stockholders of the Corporation or
(i) amendment to the Corporation Law of Nevada (unless statutory amendment
(ii) specifically provides to the contrary) shall not adversely affect any
right or protection, existing immediately prior to the effectiveness of repeal
or modification with respect to any acts or omissions occurring either before or
after repeal or modification, of a person serving as a director at the time of
repeal or modification.
Item 25. Other Expenses Of Issuance And Distribution
The following table sets forth an itemization of all estimated expenses
in connection with the issuance and distribution of the securities being
registered, none of which are payable by the selling stockholders:
Registration Statement
Filing Fee $ 42.00
Legal Fees and Expenses 10,000.00
Accounting fees and expenses 3,000.00
Miscellaneous 1,000.00
-----------
Total $14,042.00
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the following securities were sold by us
without registration under the Securities Act. Except as otherwise indicated,
the securities were sold by in reliance upon the exemption provided by Section 4
(2) of the Securities Act, among others, on the basis that transactions did not
involve any public offering and the purchasers were sophisticated with access to
the kind of information registration would provide:
Geoffery Williams 600,000*
Edward Cowle 600,000*
David Miller 284,000*
Behan, Tom 400*
Benson, Brett 400*
Dansby, Robert 400*
Dell, Jill 400*
Dempsey, Bob 400*
Griffin, Don 400*
Juliano, Jo 400*
<PAGE>
Juliano, John S. 400*
Kelly, Rose Mary 400*
Mancini, Robyn 400*
Miller, Dale 400*
Miller, Dave 400*
Miller, Jean 400*
Ott, Bernadette 400*
Patterson, Janis 400*
Price, John 400*
Ruzicka, Andrea 400*
Ruzicka, Jim 400*
Smith, Rocky 400*
Snow, Jeannnie 400*
Snow, Michelle 400*
Snow, Ron 400*
Walker, Tom 400*
Walter, Sharon 400*
Wells, Pete 400*
Wheeler, Haley 400*
Wheeler, Scott 400*
Wheeler, Tonya 400*
Wilkins, Laura 400*
Wilkins, Sandra 400*
Williams, Dave 400*
Williams, Nate 400*
Winderman, Harry 3,000*
*Either purchased at par value or received for services provided to the Company
on September 30, 1999.
Item 27. Exhibits and Financial Statement Schedules.
(a) Exhibits:
*3.1 Certificate of Incorporation of Eastgate Acquisitions Corporation
*3.2 Bylaws of Eastgate Acquisitions Corporation
*4.1 Specimen common stock certificate.
*23.1 Consent of Jack F. Burke, Jr
*23.2 Consent of Harry Winderman, Esq.
*27.0 Financial Data Schedule
* Included herein.
<PAGE>
ITEM 28. UNDERTAKINGS.
The undersigned registrant undertakes:
(1) File, during any period in which it offers or sales securities, a post-
effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1993;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement;
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and in the offering of securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against liabilities (other than
the payment by the small business issuer of expense incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by director,
officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Boca Raton, Florida, on
the 30th day of September, 1999.
EASTGATE ACQUISITIONS CORPORATION
By:/s/ Edward Cowle
--------------------------
Edward Cowle, President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board SEPTEMBER 30, 1999
Geoffery Williams
_______________________ President, Chief SEPTEMBER 30, 1999
Edward Cowle Executive Officer
Chief Financial Officer
Director
_______________________ Director SEPTEMBER 30, 1999
David Miller
<PAGE>
State of Nevada
Office of Dean Heller
Secretary of State
Filed 09/08/1999
C22168-99
ARTICLES OF INCORPORATION
OF
EASTGATE ACQUISITIONS CORPORATION
FIRST: The name of this corporation is:
EASTGATE ACQUISITIONS CORPORATION
SECOND: Its principal office in the State of Nevada is located at 502 East
John Street, Carson City, Nevada, 89706. The name and address of its resident
agent is CSC Services of Nevada, Inc., at the above address.
THIRD: The nature of the business or objects or purposes proposed may be
organized under the General Corporation Law of the State of Nevada;
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.
FOURTH: The total authorized capital stock of the corporation is 20,000,000
at 0.0001 par value.
FIFTH: The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased
in such manner as shall be provided in the by-laws of this corporation,
provided that the number of directors shall not be reduced to less than one
unless there is less than one stockholder.
The name and post office address of the first board of directors, which shall
be one in number, is as follows:
NAME POST OFFICE ADDRESS
Harry Winderman 2295 Corp Blvd., Suite 140
Boca Raton, FL 33431
SIXTH: The corporation may indemnify any officer, director, employee, or agent
or any officer, director, employee, or agent to the extent permitted
by law.
SEVENTH: The capital stock, after the amount of the subscription price,or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
<PAGE>
EIGHTH; The name and post office address of the incorporator signing the
articles of incorporation is as follows.
NAME POST OFFICE ADDRESS
C. Woodgate 502 East John Street
Carson City, NV 89706
NINTH: The corporation is to have perpetual existence.
TENTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the
by-laws, if any, adopted by the shareholders, to make, alter or amend the
by-laws of the corporation.
ELEVENTH: Meetings of stockholders may be held outside of the State of Nevada
at such place or places as may be designated from time to time by the board
of directors or in the by-laws of the corporation.
TWELFTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the
manner now or hereafter prescribed, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 8th day of September, A.D. 1999.
By:/s/ C. Woodgate
_______________________
Incorporator
<PAGE>
BYLAWS
OF
EASTGATE ACQUISITIONS CORPORATION
ARTICLE I: OFFICES
1. The principal office shall be in the City of Salt Lake City.
2. The corporation may also have offices at such other places both within and
without the State of Nevada as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II: MEETINGS OF STOCKHOLDERS
1. All annual meetings of the stockholders shall be held in the City of Salt
Lake City, State of Utah. Special meetings of the stockholders may be held
at such time and place within or without the State of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver of notice thereof.
2. Annual meetings of stockholders, commencing with the year 2000, shall be
held on the 2nd day of January, if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 A.M., at which they shall
elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
3. Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the articles of incorporation, may be
called by the president and shall be called by the president or secretary at
the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
4. Notices of meetings shall be in writing and signed by the president or a
vice president, or the secretary, or an assistant secretary or by such other
person or persons as the directors shall designate. Such notice shall state
the purpose or purposes for which the meeting is called and the time when , and
the place, which may be within or without the state, where it is to be held. A
copy of such notice shall be either delivered personally to or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such meeting
not less than ten nor more than sixty days before such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears upon the
records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall begin to
run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership
shall constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery or mailing
<PAGE>
if the notice of and prior to the holding of the meeting it shall not be
necessary to deliver or mail notice of the meeting to the transferee.
5. Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.
6. The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the articles of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
7. When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation of a different vote is required in which case such
express provision shall govern and control the decision of such question.
8. Every stockholder of record of the corporation shall be entitled at each
meeting of stockholders to one vote for each share of stock standing in his name
on the books of the corporation.
9. At any meeting of the stockholders, any stockholder may be represented and
vote by a proxy or proxies appointed by an instrument in writing. In the event
that any such instrument in writing shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide. No such proxy shall be valid
after the expiration of six months from the date of its execution, unless
coupled with an interest, or unless the person executing it specifies therein
the length of time for which it is to continue in force, which in no case shall
exceed seven years from the date of its execution. Subject to the above, any
proxy duly executed is not revoked and continues in full force and effect until
an instrument revoking it or a duly executed proxy bearing a later date is filed
with the secretary or the corporation.
10. Any action, except election of directors, which may be taken by the vote of
the stockholders at a meeting, may be taken without a meeting if authorized by
the written consent of stockholders holding at least a majority of the voting
power, unless the provisions of the statutes or of the articles of incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consents shall be required.
<PAGE>
ARTICLE III: DIRECTORS
1. The number of directors which shall constitute the whole board shall be
three (3). The directors shall be elected at the annual meeting of the
stockholders, and except as provided in Section 2 of this article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
2. Vacancies, including those caused by an increase in the number of directors,
may be filled by a majority of the remaining directors though less than a
quorum. When one or more directors shall give notice of his or their
designation to the board, effective at a future date, the board shall have power
to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors.
3. The business of the corporation shall be managed by its board of directors
which may exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the articles of incorporation or by
these by-laws directed or required to be exercised or done by the stockholders.
4. The board of directors of the corporation may hold meetings, both regular
and special, either within or without the State of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
5. The first meeting of each newly elected board of directors shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order in order legally to constitute the meeting, provided
a quorum shall be present. In the event of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.
6. Regular meetings of the board of directors may be held without notice at
such time and place as shall from time to time be determined by the board.
7 Special meetings of the board of directors may be called by the president or
secretary on written request of two directors. Written notice of special
meetings of the board of directors shall be given to each director at least zero
(0) days before the date of the meeting.
8. A majority of the board directors, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of business and the act of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the articles of incorporation. Any
action required or permitted to be taken at a meeting of the directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with respect to
the subject matter thereof.
<PAGE>
COMMITTEES OF DIRECTORS
9. The board of directors may, be resolution passed by a majority of the whole
board, designate one or more committees, each committee to consist of one or
more of the directors of the corporation, which, to the extent provided in the
resolution, shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.
10. The committees shall keep regular minutes of their proceedings and report
the same to the board when required.
COMPENSATION OF DIRECTORS
11. The directors may be paid their expenses, if any, for attendance at each
meeting of the board of directors and may be paid a fixed sum for attendance
at each meeting of the board of directors or a stated salary as director.
No such payment shall prelude any director from serving the corporation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
12. No director of the corporation shall be personally liable to the Corpora-
tion or its stockholders for monetary damages for breach of fiduciary duty
as a director, except liability for (i) any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) any acts of omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under applicable Corporation Law; or (iv) any
transaction from which the director derived any improper personal benefit.
The foregoing sentence is notwithstanding, if the Corporation Law is
hereafter amended to authorize further elimination or a limitation on the
liability of a director of a corporation, then the liability of a director
of this Corporation shall be eliminated or limited to the fullest extent
permitted by Corporation Law, as so amended.
Any repeal or modification of this Article III by (I) the stockholders of
the Corporation or (ii) amendment of the Corporation Law of Nevada (unless
statutory amendment specifically provides to the contrary) shall not
adversely affect any right or protection, existing immediately prior to the
effectiveness of repeal or modification, of a person serving as a director at
the time of repeal or modification.
ARTICLE IV: NOTICES
1. Notices of directors and stockholders shall be in writing and delivered
personally or mailed to the directors or stockholders at their addressed
appearing on the books of the corporation. Notice by mail shall be deemed
to be given at the time when the same shall be mailed. Notice to directors
may also be given by telegram.
2. Whenever all parties entitled to vote at any meeting, whether of directors
or stockholders, consent, either by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at such meeting
without objection, the doings of such meeting shall e as valid as if had at a
<PAGE>
meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or os such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be made by proxy
or attorney, but all such proxies and powers of attorney must be in writing.
3. Whenever any notice whatever is required to be given under the provisions
of the statutes, of the articles of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V: OFFICERS
1. The officers of the corporation shall be chosen by the board of directors
and shall be a president, a vice president, a secretary and a treasurer. Any
person may hold two or more offices.
2. The board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, a vice president, a secretary and a
treasurer, none of whom need be a member of the board.
3. The board of directors may appoint additional vice presidents, and assistant
secretaries and assistant treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.
4. The salaries of all officers and agents of the corporation shall be fixed by
the board of directors.
5. The officers of the corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the board of directors.
THE PRESIDENT
6. The president shall be the chief executive officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors, shall
have general and active management of the business of the corporation, and shall
see that all orders and resolutions of the board of directors are carried into
effect.
7. He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly selected by the board of directors to some other
officer or agent of the corporation or as restricted by a stockholders
agreement.
<PAGE>
THE VICE PRESIDENT
8. The vice president shall , in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties as the board of directors may from time to time prescribe.
THE SECRETARY
9. The secretary shall attend all meetings of the board of directors and all
meetings of the stockholders and record all the proceedings of the meetings of
the corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such duties as may be prescribed by the board of directors or president, under
whose supervision he shall be. He shall keep in safe custody the seal of the
corporation and, then authorized by the board of directors.., affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signatures of the treasurer or an assistant secretary.
THE TREASURER
10. The treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
11. He shall disburse the funds of the corporation as may be ordered by the
board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.
12. If required by the board of directors, he shall give the corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
ARTICLE VI: CERTIFICATES OF STOCK
1. Every stockholder shall be entitled to have a certificate, signed by the
president or a vice president and the treasurer or assistant treasurer, or the
secretary or an assistant secretary of the corporation, certifying the number of
shares owned by him in the corporation. When the corporation is authorized to
issue shares of more than one class or more than one series of any class, there
shall be set forth upon the face or back of the certificate, or the certificate
shall have a statement that the corporation will furnish to any stockholder upon
request and without charge, a full or summary statement of the designations,
preferences and relative, participation, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, and if the corporation shall be authorized to
<PAGE>
issue only special stock, such certificate shall set forth in full or summarize
the rights of the holders of such stock.
2. Whenever any certificate in countersigned or otherwise authenticated by a
transfer agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of the officers or agents of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be the officer or officers of such corporation.
LOST CERTIFICATES
3. The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
TRANSFER OF STOCK
4. Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon the books.
CLOSING OF TRANSFER BOOKS
5. The directors may prescribe a period not exceeding sixty days prior to any
meeting of the stockholders during which no transfer of stock on the books of
the corporation may be made, or may fix a day not more than sixty days prior to
the holding of any such meeting as the day as of which stockholders entitled to
notice of and to vote at such meeting shall be determined; and only stockholders
of record on such day shall be entitled to notice or vote at such meeting.
REGISTERED STOCKHOLDERS
6. The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
<PAGE>
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII: GENERAL PROVISIONS DIVIDENDS
1. Dividends upon the capital stock of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.
2 Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conductive to the interest of the corporation, and the
directors may modify or abolish any such reserves in the manner in which it was
created.
CHECKS
3 All checks or demands for money and notes of the corporation shall be signed
by such officer or officers or such other person or persons as the board of
directors may from time to time designate.
FISCAL YEAR
2. The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
SEAL
3. The corporate seal shall have inscribed thereon the name of the corporation,
the year of its incorporation and the words "Corporate Seal, Nevada."
ARTICLE VIII: AMENDMENTS
1. These by-laws may be altered or repealed at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the
stockholders or of the board of directors if notice of such alteration or repeal
be contained in the notice of such special meeting.
<PAGE>
SAMPLE OF COMPANY'S STANDARD STOCK CERTIFICATE CONTAINING THE FOLLOWING
INFORMATION:
1. Number of certificate 0
2. Number of shares represented by certificate 0
3. Title of stock and CUSIP number COMMON 277250106
4. Name of stockholder NONE
5. Date of issuance NONE
6. Corporate seal EASTGATE ACQUISITIONS CORPORATION CORPORATE SEAL NEVADA
7. Signatures of president and secretary of corporation at time of issuance.
Geoffery Williams David A. Miller
<PAGE>
Consent of Jack F. Burke, Jr.
Board Of Directors
EASTGATE ACQUISITIONS CORPORATION
We consent to the inclusion in the registration statement on Form SB-2
of our report dated September 30, 1999 on our audits of the financial
statements
of EASTGATE ACQUISITIONS CORPORATION We also consent to the reference to our
firm under the caption "Experts."
/s/ Jack F. Burke, Jr.
- ----------------------------
Certified Public Accountant
SEPTEMBER 30, 1999
<PAGE>
SEPTEMBER 30, 1999
Board of Directors
EASTGATE ACQUISITIONS CORPORATION
Gentlemen:
I have acted as counsel or EASTGATE ACQUISITIONS CORPORATION (the
"Corporation") in connection with the registration on Form SB-2 (the
"registration statement") of 1,500,000 shares of the Corporation's common stock,
$.0001 par value per share registering the shares of common stock of the selling
stockholders enumerated on Schedule "A" attached hereto.
On the basis of investigation as I deemed necessary, I am of the
opinion that:
(1) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Nevada; and
(2) the common shares have been duly authorized and are validly issued,
fully paid and nonassessable.
I consent to the use of my name under the heading "Validity of
shares of common stock" in the prospectus included in the registration
statement and to the filing of this opinion as an Exhibit to the registration
statement.
Very truly yours,
HARRY WINDERMAN, ESQ.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet for Eastgate Acquisitions Corporation September 30, 1999, and the
Statements of Income for the period ended September 30, 1999 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 15
<OTHER-SE> 485
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
