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               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 10

            GENERAL FORM FOR REGISTRATION OF SECURITIES

                Pursuant to Section 12(b) or (g) of
              the Securities Exchange Act of 1934



                  SANDGATE ACQUISITION CORPORATION
                  -----------------------------
      (Exact name of registrant as specified in its charter)



 Delaware                             00-0000000
------------------                   ------------------------------
(State or other jurisdiction         (I.R.S. Employer Identification
of incorporation or organization)          No.)


                     215 Apolena Avenue
              Newport Beach, California 92662
 ------------------------------------------------------------
(Address of principal executive offices )  (Zip Code)


Registrant's telephone number, including area code:     202/387-5400
                                Fax Number:             949/673-4525

Securities to be registered
   pursuant to Section 12(b) of the Act:              None

Securities to be registered
    pursuant to Section 12(g) of the Act:             Common Stock,
                                                     $0.0001 Par Value
                                                     (Title of class)


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2  of the Exchange Act.

Large accelerated filer               Accelerated filer
Non-accelerated filed                 Smaller reporting company  X

The Company may qualify as an "emerging growth company" as defined
in the Jumpstart Our Business Startups Act which became law in April,
2012.  See "The Company: The Jumpstart Our Business Startups Act"
contained herein.


<PAGE>
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<PAGE>


ITEM 1.  BUSINESS.

      Sandgate Acquisition Corporation ("Sandgate") was incorporated
on July 23, 2012 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Sandgate has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Sandgate has been formed to provide a method for a foreign or domestic
private company to become a reporting company as part of the process toward
the public trading of its stock.

     The president of Sandgate is the president, director and shareholder
of Tiber Creek Corporation.  Tiber Creek Corporation assists companies
in becoming public companies and with introductions to the
financial community.

     The benefits of a business combination with Sandgate include:

    1.  Reincorporation of the private company in Delaware whose
General Corporate Law is considered favorable for the operations of
corporations.

    2.  The recapitalization of the stock structure of the private
company suitable for a public company.

    3.  The introduction of management of the private company to the
reporting and other requirements of a public company before commencement
of trading.

    4.  Increased visibility of the private company among the financial
community.

    5.  Reassurance to shareholders of the private company that the
process of registering their shares for trading has commenced.

     Tiber Creek will typically neogtiate an agreement with a
company for assisting it to become a public reporting company and
for the preparation and filing of a registration statement and for
its introduction to brokers and market makers.  Such services may
include, when and if appropriate, the use of Sandgate.  Sandgate
will only be used as part of such process and is not offered
for sale.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  In most instances the
company will wish to structure the business combination to be within the
definition of  a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.

    Once any change in control of the Company is effected, if at all, if
new management wishes to issue shares of the Company's stock prior to
filing a registration statement, they will be governed by the rules
and regulations regarding the sale of unregistered securities.

     Sandgate has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Sandgate
as a going concern is dependent upon financial support from its
stockholders.

     Tiber Creek has agreed to fund the expenses of Sandgate until
a change in control without reimbursement after which time such
expenses will become the responsibility of new management. Because
of the nature of the Sandgate and its absence of any
on-going operations, these expenses are anticipated to be
relatively low.


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Aspects of a Public Company

     There are certain perceived benefits to being a public company whose
securities are trading:

These are commonly thought to include the following:

 +    increased visibility in the financial community;
 +    increased valuation;
 +    greater ease in raising capital;
 +    compensation of key employees through stock options for
          which there may be a market valuation;
 +    enhanced corporate image.

     There are also certain perceived disadvantages to being a trading
company. These are commonly thought to include the following:

 +    requirement for audited financial statements;
 +    required publication of corporate information;
 +    required filings of periodic and episodic reports with the
          Securities and  Exchange Commission;
 +    increased rules and regulations governing management,
          corporate  activities and shareholder relations.

Potential Private Companies

     Business entities, if any, which may be interested in a combination
with Sandgate may include the following:

 +    a company for which a primary purpose of becoming public is
          the use  of its securities for the acquisition of assets
          or businesses;
 +    a company which is unable to find an underwriter of its
          securities or is  unable to find an underwriter of
          securities on terms acceptable to it;
 +    a company which wishes to become public with less dilution
          of its  securities than would occur upon an underwriting;
 +    a company which believes that it will be able to obtain
          investment capital on more favorable terms after it has
          become public;
 +    a foreign company which may wish an initial entry into the
          United  States securities market;
 +    a special situation company, such as a company seeking a
          public market  to satisfy redemption requirements under
          a qualified Employee Stock Option Plan;
 +    a company seeking one or more of the other perceived
          benefits of  becoming a public company.

     A business combination with a private company will normally involve
the transfer to the private company of the majority of the issued and
outstanding common stock of Sandgate and the substitution by the private
company of its own management and board of directors.

     The proposed business activities described herein classify Sandgate
as a "blank check" company.  The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations limiting the
public sale of securities of blank check companies.  Sandgate will not
make any efforts to cause a market to develop in its securities until such
time as Sandgate has successfully implemented a business combination
and it is no longer classified as a blank check company.

     Sandgate is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act.  Sandgate will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred.  A business combination will normally result in a change in
control and management of Sandgate.  Since a principal benefit of a
business combination with Sandgate would normally be considered its
status as a reporting company, it is anticipated that Sandgate will
continue to file reports under the Exchange Act following a business
combination.  No assurance can be given that this will occur or, if it
does, for how long.

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     James Cassidy is the president and a director of Sandgate and
the sole officer, shareholder and director of Tiber Creek Corporation,
which  is a 50% shareholder of Sandgate.  James McKillop is the vice
president and a director of Sandgate and the sole manager and member
of MB Americus LLC which is a 50% shareholder of Sandgate.

     Sandgate has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Sandgate are to Mr. Cassidy and
Mr. McKillop.  The inability at any time of either of these individuals
to devote sufficient attention to Sandgate could have a material adverse
impact on its operations.

Glossary

"Blank check" company          As used herein, a "blank check" company
                               is a development stage company that has
                               no specific business plan or purpose or
                               has indicated that its business plan is
                               to engage in a merger or acquisition with
                               an unidentified company or companies.

Business combination           Normally a merger, stock-for-stock  or
                               stock-for-assets exchange with a private
                               company or the shareholders of the private
                               company.

Emerging Growth Company        A company with an initial public offering
                               of common equity securities which occurred
                               after December 8, 2011 and has less than
                               $1 billion of total annual gross revenues
                               during last ocmpleted fiscal yeaer.

Sandgate or                   The corporation whose common stock is the
the Registrant                 subject of this registration statement.

Exchange Act                   The Securities Exchange Act of 1934, as
                               amended.

Securities Act                 The Securities Act of 1933, as amended.

Reporting Company              A company with a class of securities registered
                               under Section 12 of the Securities Exchange
                               Act of 1934

Jumpstart Our Business Startups Act

     In April, 2012, the Jumpstart Our Business Startups Act ("JOBS
Act") was enacted into law.  The JOBS Act provides, among other things:

     Exemptions for emerging growth companies from certain financial
     disclosure and governance requirements for up to five years and
     provides a new form of financing to small companies;

     Amendments to certain provisions of the federal securities laws to
     simplify the sale of securities and increase the threshold number of
     record holders required to trigger the reporting requirements of the
     Securities Exchange Act of 1934;

     Relaxation of the general solicitation and general advertising
     prohibition for Rule 506 offerings;


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     Adoption of a new exemption for public offerings of securities in
     amounts not exceeding $50 million; and

     Exemption from registration by a non-reporting company offers
     and sales of securities of up to $1,000,000 that comply with rules
     to be adopted by the SEC pursuant to Section 4(6) of the
     Securities Act and such sales are exempt from state law
     registration, documentation or offering requirements.

     In general, under the JOBS Act a company is an emerging growth
company if its initial public offering ("IPO") of common equity securities
was effected after December 8, 2011 and the company had less than $1
billion of total annual gross revenues during its last completed fiscal
year. A company will not longer qualify as an emerging growth company after
the earliest of

     (i) the completion of the fiscal year in which the company has total
     annual gross revenues of $1 billion or more,

     (ii) the completion of the fiscal year of the fifth anniversary of
     the company's IPO;

     (iii) the company's issuance of more than $1 billion in
     nonconvertible debt in the prior three-year period, or

     (iv) the company becoming a "larger accelerated filer" as defined
     under the Securities Exchange Act of 1934.
     The Company meets the definition of an emerging growth
company will be affected by some of the changes provided in the JOBS
Act and certain of the new exemptions.  The JOBS Act provides
additional new guidelines and exemptions for non-reporting companies
and for non-public offerings.  Those exemptions that impact the Company
are discussed below.

     Financial Disclosure.  The financial disclosure in a registration
statement filed by an emerging growth company pursuant to the Securities
Act of 1933 will differ from registration statements filed by other
companies as follows:

     (i) audited financial statements required for only two fiscal years;
     (ii) selected financial data required for only the fiscal years that
     were audited;
     (iii) executive compensation only needs to be presented in the
     limited format now required for smaller reporting companies. (A
     smaller reporting company is one with a public float of less than
     $75 million as of the last day of its most recently completed
     second fiscal quarter)


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<PAGE>


     However, the requirements for financial disclosure provided by
Regulation S-K promulgated by the Rules and Regulations of the SEC already
provide certain of these exemptions for smaller reporting companies.  The
Company is a smaller reporting company.  Currently a smaller reporting
company is not required to file as part of its registration statement
selected financial data and only needs audited financial statements for
its two most current fiscal years and no tabular disclosure of contractual
obligations.

     The JOBS Act also exempts the Company's independent registered
public accounting firm from complying with any rules adopted by the
Public Company Accounting Oversight Board ("PCAOB") after the date
of the JOBS Act's enactment, except as otherwise required by SEC rule.

     The JOBS Act also exempts an emerging growth company from any
requirement adopted by the PCAOB for mandatory rotation of the Company's
accounting firm or for a supplemental auditor report about the audit.

     Internal Control Attestation. The JOBS Act also provides an
exemption from the requirement of the Company's independent registered
public accounting firm to file a report on the Company's internal control
over financial reporting, although management of the Company is still
required to file its report on the adequacy of the Company's internal
control over financial reporting.

     Section 102(a) of the JOBS Act goes on to exempt emerging
growth companies from the requirements in 1934 Act Section 14A(e) for
companies with a class of securities registered under the 1934 Act to
hold shareholder votes for executive compensation and golden parachutes.

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<PAGE>

     Other Items of the JOBS Act.  The JOBS Act also provides that an
emerging growth company can communicate with potential investors that
are qualified institutional buyers or institutions that are accredited to
determine interest in a contemplated offering either prior to or after the
date of filing the respective registration statement.  The Act also permits
research reports by a broker or dealer about an emerging growth company
regardless if such report provides sufficient information for an investment
decision.  In addition the JOBS Act precludes the SEC and FINRA from
adopting certain restrictive rules or regulations regarding brokers,
dealers and potential investors, communications with management and
distribution of a research reports on the emerging growth company IPO.

     Section 106 of the JOBS Act permits emerging growth companies
to submit 1933 Act registration statements on a confidential basis
provided that the registration statement and all amendments are publicly
filed at least 21 days before the issuer conducts any road show. This is
intended to allow the emerging growth company to explore the IPO
option without disclosing to the market the fact that it is seeking to
go public or disclosing the information contained in its registration
statement until the company is ready to conduct a roadshow.

     Election to Opt Out of Transition Period.   Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies
(that is, those that have not had a 1933 Act registration statement declared
effective or do not have a class of securities registered under the 1934
Act) are required to comply with the new or revised financial accounting
standard.

     The JOBS Act provides a company can elect to opt out of the extended
transition period and comply with the requirements that apply to non-
emerging growth companies but any such an election to opt out is irrevocable.
The Company has elected not to opt out of the transition period.



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<PAGE>

ITEM 1A.  RISK FACTORS

   The business of Sandgate is subject to numerous risk factors, including
the following:

The Company has no operations to date

   Sandgate has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going concern
is dependent uponsupport from its stockholders or obtaining additional
capital.

     Sandgate has not generated revenues and has no income
or cash flows from operations since inception. Sandgate has sustained
losses to date and will, in all likelihood, continue to sustain
expenses without corresponding revenues, at least until the consummation
of a business combination.

     Tiber Creek Corporation, a company affiliated with management,
will pay all expenses incurred by Sandgate until a business
combination is effected, without repayment. There is no assurance
that Sandgate will ever be profitable.

The Company has only two directors, officers and shareholders

     The only officers and directors of Sandgate are James Cassidy
and James McKillop. Because management consists of only these two
persons, Sandgate does not benefit from multiple judgments that a
greater number of directors or officers would provide.  Sandgate will
rely completely on the judgment of its officers and directors when
selecting a company.  Mr. Cassidy and Mr. McKillop anticipate
devoting only a limited amount of time to the business of Sandgate.
Neither Mr. Cassidy nor Mr. Mr. McKillop has entered into written
employment agreements with Sandgate and they are not expected to do
so. Sandgate has not obtained key man life insurance on either officer
or director.  The loss of the services of either Mr. Cassidy or Mr.
McKillop could adversely affect development of the business of Sandgate
and its likelihood of commencing operations.

      The Company's election not to opt out of JOBS Act extended
accounting transition period may not make its financial statements
easily comparable to other companies.

     Pursuant to the JOBS Act of 2012, as an emerging growth
company the Company can elect  to opt out of the extended transition
period for any new or revised accounting standards that may be issued
by the PCAOB or the SEC.  The Company has elected not to opt out of such
extended transition period which means that when a standard is issued or
revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the
standard for the private company.  This may make comparison of the
Company's financial statements with any other public company which is
not either an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult
or impossible as possible different or revised standards may be used.


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<PAGE>

Indemnification

The certificate of incorporation of Sandgate provides that Sandgate
may indemnify officers and/or directors of Sandgate for liabilities,
which can include liabilities arising under the securities laws. Assets
of Sandgate could be used or attached to satisfy any liabilities
subject to such indemnification.

The proposed operations of Sandgate are speculative.

     The success of the proposed business plan of Sandgate will depend to
a great extent on the operations, financial condition and management of
the private company which combines with Sandgate.  While business
combinations with entities having established operating histories
are preferred, there can be no assurance that Sandgate will be
successful in locating candidates meeting such criteria.  The decision
to enter into a business combination will likely be made without
detailed feasibility studies, independent analysis, market surveys
or  similar information which, if Sandgate had more funds available
to it, would  be desirable.  In the event Sandgate completes a
business combination the success of its operations will be
dependent upon management of the private company and numerous other
factors beyond the control of Sandgate.  There is no assurance that
Sandgate can identify a company and consummate a business
combination.

The Company will seek only one business combination and as such
there is no diversification of investment.

   The purpose of Sandgate is to seek, and  acquire an interest in a
business entity which desires to seek the perceived advantages of a
corporation which has a class of securities registered under the Exchange
Act.  Sandgate may participate in a business venture of virtually any
kind or nature and it will not restrict its search to any specific
business, industry, or geographical location.  Management anticipates
that Sandgate will be able to participate in only one potential business
venture because Sandgate has nominal assets and limited financial
resources.  This lack of diversification should be considered a substantial
risk to the shareholders of Sandgate because it will not permit
Sandgate to offset potential losses from one venture against gains
from another.

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<PAGE>

Possible classification as a penny stock.

     In the event that a public market develops for the securities of
Sandgate following a business combination, such securities may be
classified as a penny stock depending upon their market price and the
manner in which they are traded.  The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a
"penny stock", for purposes relevant to Sandgate, as any equity security
that has a market price of less than $5.00 per share or with an exercise
price of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq Capital Market or on a national
securities exchange.  For any transaction involving a penny stock, unless
exempt, the rules require delivery by the broker of a document to investors
stating the risks of investment in penny stocks, the possible lack of
liquidity, commissions to be paid, current quotation and investors' rights
and remedies, a special suitability inquiry, regular reporting to the
investor and other requirements.

There is a scarcity of and competition for business opportunities
and combinations.

     Sandgate is and will continue to be an insignificant participant in
the business of seeking mergers with and acquisitions of business 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 merger or acquisition candidates for
Sandgate.  Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Sandgate
and, consequently, Sandgate will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination.  Moreover, Sandgate will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.

There is no agreement for a business combination and no minimum
requirements for business combination.

     Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process of
going public.  As of the date of this registration statement, Sandgate
has no current arrangement, agreement or understanding with respect
to engaging in a business combination with a specific entity.  When,
if at all, Sandgate enters into a business combination it will file
the required reports with the Securities and Exchange Commission. There
can be no assurance that Sandgate will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. No particular industry or specific business within an
industry has been selected .  Sandgate has 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 private company to have achieved, or without which Sandgate would not
consider a business combination with such business entity.  Accordingly,

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<PAGE>

Sandgate may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential
for immediate earnings, limited assets, negative net worth or other
negative characteristics.  There is no assurance that Sandgate will be
able to negotiate a business combination on terms favorable to Sandgate.

Reporting requirements may delay or preclude acquisition.

     Pursuant to the requirements of Section 13 of the Exchange Act,
Sandgate is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company.  Obtaining audited financial statements is the economic
responsibility of the private company.  The additional time and costs that
may be incurred by some potential  companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Sandgate.
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 Exchange Act are applicable.

 Notwithstanding a company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Sandgate at the time of entering into
an agreement for a business combination.  In cases where audited financial
statements are unavailable, Sandgate will have to rely upon information
that has not been verified by outside auditors in making its decision to
engage in a transaction with the business entity.  This risk increases the
prospect that a business combination with such a  company might
prove to be an unfavorable one for Sandgate.

Regulation under Investment Company Act.

     In the event Sandgate engages in business combinations which result
in Sandgate holding passive investment interests in a number of entities,
Sandgate could be subject to regulation under the Investment Company
Act of 1940.  Passive investment interests, as used in the Investment
Company Act, essentially means investments held by entities which do not
provide management or consulting services or are not involved in the
business whose securities  are held.  In such event, Sandgate would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs.  Sandgate has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Sandgate under the Investment Company
Act of 1940. Any violation of such Act could subject Sandgate to
material adverse consequences.

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<PAGE>

Probable change in control and management.

     A business combination involving the issuance of the common stock
of Sandgate  will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in Sandgate.  As a condition of
the business combination agreement, the shareholders of Sandgate may
agree to sell, transfer or retire all or a portion of their stock of
Sandgate to provide the target company with all or majority control.
The resulting change in control of Sandgate will likely result in removal
of the present officers and directors of Sandgate and a corresponding
reduction in or elimination of their participation in  the future affairs
of Sandgate.

Possible change in value of shares upon business combination.

     A business combination normally will involve the issuance of a
significant number of additional shares.  Depending upon the value of the
assets acquired in such business combination, the per share value of the
common stock of Sandgate may increase or decrease, perhaps
significantly.

Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Sandgate may
undertake.

     Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and
state tax provisions.  Sandgate intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Sandgate and the private company; however, there can be no 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.
Any potential acquisition or merger with a foreign company may
create additional risks.

      If Sandgate enters into a business combination with a foreign
concern it will be subject to risks inherent in business operations
outside of the United States. These risks include, for example, currency
fluctuations, regulatory problems, punitive tariffs, unstable local tax
policies, trade embargoes, risks related to shipment of raw materials and
finished goods across national borders and cultural and language
differences.  Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, capital investment,

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<PAGE>

resource self-sufficiency, balance of payments positions, and in other
respects.  Any business combination with a foreign company may result in
control of Sandgate by individuals who are not resident in the United
States and in assets which are located outside the United States, either
of which could significantly reduce the ability of the shareholders to
seek or enforce legal remedies against Sandgate.

ITEM 2.  FINANCIAL INFORMATION

PLAN OF OPERATION.

     Sandgate has had no operating history nor any revenues or earnings
from operations.  Sandgate has no significant assets or financial
resources.  The Company has not generated revenues and has no income or
cash flows from operations since inception. Sandgate has sustained
losses to date and will, in all likelihood, continue to sustain expenses
without corresponding revenues, at least until the consummation of a
business combination.

     The continuation of the Company as a going concern is dependent
upon financial support from its stockholders, the ability of the Company
to obtain necessary equity financing to continue operations, successfully
locating and negotiating with a business entity for the combination of that
company with Sandgate. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Sandgate
until a business combination is effected without repayment.

     There is no assurance that Sandgate will ever be profitable.

     Sandgate has no operations nor does it currently engage in any
business activities generating revenues.  Sandgate's principal business
objective for the following 12 months is to achieve a business combination
with a private company.

     Sandgate anticipates that during the 12 months following the date
of this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Acct of 1934, including
accounting fee and (ii) payment of annual corporate fees.  It is
anticipated that such expenses will not exceed $5,000 although Tiber
Creek has not set a limit on the amount of expenses it will pay on behalf
of Sandgate.  Tiber Creek Corporation will pay all expenses of the Company
until such timeas a business combination is effected without repayment.


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<PAGE>

Search for Private Company

     Tiber Creek Corporation will supervise the search for private companies
as potential candidates for a business combination.  Tiber Creek is always
in various stages of discussion with potential private companies.  At the
time that one of these companies retains Tiber Creek and a decision is
made to combine the company with Sandgate, then Sandgate will make an
appropriate filing reporting that event.

Management of Sandgate

     Sandgate has no full time employees.  James Cassidy and James
McKillop are the officers and directors of Sandgate and its indirect
beneficial shareholders.  Mr. Cassidy, as president of Sandgate, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Sandgate without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Sandgate.

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<PAGE>


     The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Sandgate is not predictable.  Such time may vary widely
from an extensive amount when reviewing a company and effecting
a business combination to an essentially quiet time when activities of
management focus elsewhere. It is impossible to predict the amount of
time that will actually be required to spend to review suitable
companies.

General Business Plan

     The purpose of Sandgate is to seek, investigate and, if such
investigation warrants, effect a business combination with a business
entity which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Sandgate will not restrict its search to any specific business, industry,
or geographical location and Sandgate may participate in a business
venture of virtually any kind or nature.  Management anticipates that it
will be able to participate in only one potential business venture because
Sandgate has nominal assets and limited financial resources.  This lack
of diversification should be considered a substantial risk to the
shareholders of Sandgate because it will not permit Sandgate to offset
potential losses from one venture against gains from another.

     Sandgate 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.

     Business  opportunities may be available 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 difficult and complex.

     Sandgate has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Sandgate offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.

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     Sandgate is subject to the reporting requirements of the
Exchange Act.  Included in these requirements is the duty of Sandgate
to file audited financial statements reporting a business combination
which is required to be filed with the Securities and Exchange Commission
upon completion of the combination.

     Because of the time required to prepare financial statements, a
private company which has entered into a business combination agreement
may wish to take control of Sandgate before the it has
completed its audit.  Among other things, this will allow the private
company to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others.  In such case,
Sandgate will only have access to unaudited and possibly limited
financial information about the private company in making a decision to
combine with that company.

     Sandgate will not restrict its search to any specific kind of
business entities, 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 business life.  It is impossible to predict at this time the
status of any business in which Sandgate may become engaged, whether such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which Sandgate
may offer.

     Following a business combination Sandgate may require the
services of others in regard to accounting, legal services, underwritings
and corporate public relations.  Tiber Creek Corporation may recommend
one or more underwriters, financial advisors, accountants, public relations
firms or other consultants to provide such services.

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Terms of a Business Combination

     In implementing a structure for a particular business acquisition,
Sandgate may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity.  On the consummation of a transaction, it is likely
that the present management and shareholders of Sandgate will no longer
be in control of Sandgate.  In addition, it is likely that the officers
and directors of Sandgate will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. Sandgate will likely
register all or a part of such securities for public trading after the
transaction is consummated.  If such registration occurs, it will be
undertaken by the surviving entity after Sandgate has entered into  an
agreement for a business combination or has consummated a business
combination and Sandgate is no longer considered a blank check
company.  The issuance of additional securities and their potential sale
into any trading market which may develop in the securities of Sandgate
may depress the market value of the securities of Sandgate in the
future if such a market develops, of which there is no assurance.

     While the terms of a business transaction to which Sandgate may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

     Sandgate will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.

     James Cassidy and James McKillop, the officers and directors of
Sandgate, will provide their services without charge or repayment by
Sandgate.

Undertakings and Understandings Required of private Companies

     As part of a business combination agreement, Sandgate intends to
obtain certain representations and warranties from a private company as to
its conduct following the business combination.  Such representations and

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warranties may include (i) the agreement of the private company to make all
necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act for at least a specified period
of time; (ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock registered on
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of
ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange
Commission, and other applicable laws, rules and regulations.

     A potential private company should be aware that the market price and
trading volume of the securities of Sandgate, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Sandgate
within the United States financial community.  Sandgate does not have
the market support of an underwriter that would normally follow a public
offering of  its securities.  Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in
Sandgate's securities for their own account or customers without active
encouragement and a basis for doing so.  In addition, certain market
makers may take short positions in Sandgate's securities, which may
result in a significant pressure on their market price. Sandgate may
consider the ability and commitment of a private company to actively
encourage interest in Sandgate's securities following a business
combination in deciding whether to enter into a transaction with such
company.

Competition

     Sandgate will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities.  There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Sandgate.  In view of Sandgate's combined extremely
limited financial resources and limited management availability,
Sandgate will continue to be at a significant competitive disadvantage
compared to Sandgate's competitors.

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ITEM 3.  PROPERTIES.

     Sandgate has no properties and at this time has no agreements to
acquire any properties.  Sandgate currently uses the offices of Tiber
Creek Corporation in Los Angeles, California, at no cost to Sandgate.
Tiber  Creek Corporation will continue this arrangement until Sandgate
completes a business combination.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT.

     The following table sets forth each person known by Sandgate to be
the beneficial owner of five percent or more of the common stock of
Sandgate, all directors individually and all directors and officers of
Sandgate as a group.  Except as noted, each person has sole voting and
investment power with respect to the shares shown.

Name and Address             Amount of Beneficial
of Beneficial Owner          Ownership              Percentage of Class
------------------------     --------------------   -------------------
James Cassidy (1)                 10,000,000               50%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop (2)                10,000,000               50%
9454 Wilshire Boulevard
Beverly Hills, California 90212

All Executive Officers and        20,000,000              100%
Directors as a Group (1 Person)

     (1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of Sandgate owned by
it.

     (2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the shares
of Sandgate owned by it.


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ITEM 5.  DIRECTORS AND  EXECUTIVE OFFICERS

     Sandgate has two directors and officers as follows:

Name                        Age         Positions and Offices Held

James Cassidy               77          President, Secretary, Director
James McKillop              54          Vice President, Director

     Set forth below are the name of the directors and officers of
Sandgate, all positions and offices held and the business experience
during at least the last five years:

    James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Sandgate.  Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968.  From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York.  From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia.  From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy also serves as President, sole
director and shareholder of Tiber Creek Corporation, which is a shareholder
of Sandgate.  Tiber Creek also provides services to companies in
assisting it them in becoming public companies and with introductions
to the financial community.   Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York, and is admitted to
practice before the United States Tax Court and the United States Supreme
Court.  Sandgate believes Mr. Cassidy to have the business experience
necessary to serve as a director of Sandgate as it seeks to enter into a
business combination.  As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has  had ample experience in evaluating
companies and management, understanding business plans,  assisting in
capital raising  and determining corporate structure and objectives.

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<PAGE>

 James McKillop serves as a director and vice president of
Sandgate. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California.  Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years.  Mr. McKillop has written articles for varous
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles.  With his
background in financial and securities matters, Sandgate believes Mr.
McKillop to have experience and knowledge that will serve Sandgate in
seeking, evaluting and determining a suitable private company.

     There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.

Recent Blank Check Companies

     James Cassidy, the president and a director of Sandgate and
James McKillop, vice president and a director of Sandgate, are involved
with other existing blank check companies and with blank check companies
that have had a change in control and-or have effected a business
combination.  The initial business purpose of each of these companies
was to engage in a business combination with an unidentified private
company or companies and each was a blank check company until
completion of a business combination.

     The below listed companies each independently negotiated
with Tiber Creek for Tiber Creek to assist it in going public.
These companies paid Tiber Creek for its assistance.  Typically
Tiber Creek received cash compensation and retained a stock interest
in the reporting company.  Tiber Creek engaged the law firm which
prepared the legal documentation required for the client company
to take control of the reporting company and to commence filing
its periodic and periodic reports.

     A change in control of a company as listed below will not
change that company's status as a shell company.  Once a company
effects a business combination such as a merger with a company
that has operations, revenues, a business plan or other corporate
structure, then at that time, the company's status as a shell
company may change.  At such time, such company will flie a
Form 8-K with the business combination information and notice
of the change in its status.

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     The information  summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB.  In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction.  Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional detailed
information concerning the business combination entered into by that
company, including financial information.

     Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file  number 0-31398.  Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation.  On October 8, 2009,
the corporation effected a change in control with the redemption of stock
and the issuance of additional stock and the election of new directors and
appointment of new officers.  Mr. Cassidy beneficially retained
500,000 shares and resigned from all offices and as a director.

     Canistel Acquisition Corporation.  Form 10 filed on May 23, 2008,
file number 000-53255.  Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation.  Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder.  On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares from each of the then two shareholders, the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.  On December 3,
2010, Canistel changed its name to Opera Jet International, Ltd.  Opera
Jet filed a Form 8-K noticing a business combination and a change in
its status on February 13, 2012.

     Console Acquisition Corporation:  Form 10 filed on May 23, 2008,
file number 000-53257.  Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation.  Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder.  On December 22, 2009,  the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009 with the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.

     Hightower Acquisition Corporation:  Form 10 filed on May 23,
2008, file number 000-53258.  Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation.  Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder.  On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on May 12, 2010
with redemption of 375,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 125,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.  On May 12, 2010,
Hightower changed its name to Adelman Enterprises, Inc.

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<PAGE>

     Spinnet Acquisition Corporation:  Form 10 filed on May 23, 2008,
file number 000-53256  Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation.  Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder.  On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders, the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each retained
250,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee.  On September 30, 2009, Spinnet
changed its name to VanHolt Group, Ltd.

     Greenmark Acquisition Corporation:  Form 10 filed on May 23,
2008, file number 000-53259.  Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation.  Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder.  On December 14, 2010 the corporation filed a form 8-K noticing
the change of control effected on December 13, 2010 with the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each retained
500,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee.  On December 11, 2011, Greenmark
changed its name to Powerdyne International, Inc.  Powerdyne Acquisition
filed a Form 8-K noticing a business combination and a change in
its status on March 25, 2011.

        Alderwood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54148.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares.  On July 20, 2011
the corporation filed a Form 8-K noticing the change of control effected
July 15, 2011 with the redemption of 19,800,000 shares of the 20,000,000
shares of outstanding stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr. Cassidy
and Mr. McKillop each beneficially retained 100,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors.  The name of the corporation was changed to SGreenTech
Group Ltd. and subsequently changed to Pixtel Group Ltd.

        Oakwood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54147.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
December 12, 2011 the corporation filed a Form 8-K noticing the change of
control effected November 30, 2011 with the redemption of 19,500,000 shares
of the 20,000,000 shares of outstanding stock, issuance of additional
shares of common stock, the election of new directors and appointment
of new officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors.  The name of the corporation was changed to
Bristol Rhace Natural Resource Corporation

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        Pinewood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54146.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On June 1,
2011, Pinewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 25, 2011 with the redemption of an
aggregate of 19,500,000 of the then 20,000,000 shares of outstanding
common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers.  Mr. Cassidy
and Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors.  The name of the corporation was changed to De Yang
International Group Ltd. and subsequently changed to Fun World
Media, Inc.

        Sherwood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54145.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On July 22,
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 20, 2011 with the redemption of an
aggregate of 19,800,000 shares of the then 20,000,000 shares of
of outstanding common stock, issuance of additional shares of common
stock, the election of new directors and appointment of new officers.
Mr. Cassidy and Mr. McKillop each beneficially retained 100,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.

     Beachwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54423.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares.  On August 31,
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected August 31, 2011 with the redemption of an
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 750,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
BioPharma Manufacturing Solutions Inc.

        Boxwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54424. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares.  On November 1,
2011 Boxwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected October 28, 2011 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.   The name of the corporation was changed to
GreenPower International Group, Ltd.  Greenpower International
filed a Form 8-K noticing a business combination and a change in
its status on February 13, 2012.

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     Cottonwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54425.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
November 2, 2011 Cottonwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected October 30, 2011 with the redemption
of an aggregate of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 150,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Creative Entertainment Holdings, Inc.

     Driftwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54426.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On February
28, 2012, Driftwood Acquisition Corporation filed a Form 8-K noticing
the change of control effected February 1, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to Pivotal
Group, INc.

     Moosewood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54427. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On May 23,
2012, Moosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 22, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to First
Rate Staffing Corporation.

     Amberwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54541.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  Amberwood
Acquisition Corporation filed a Form 8-K noticing the change of control
effected March 27, 2012 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of the
corporation was changed to American Laser Healthcare Corporation.

     Bluewood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54542.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April 30,
2012, Bluewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 30, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to Xtreme
Healthcare Corporation.

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     Rosewood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54544.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April 3,
2012, Rosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected March 31, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.

     Silverwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54545.  Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.

     Yellowwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54546.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April 17,
2012, Yellowwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 17, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.

     Bentwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54590.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On July 17,
2012, Bentwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 11, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to Rezilient
Direct Corporation.

     Hardwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54591.   Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
October 5, 2012, Beachwood Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, the election of new directors and appointment
of new officers.  Mr. Cassidy and Mr. McKillop each beneficially
retained 150,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Moxian Corporation.

     Lightwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54592.  Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.

     Roundwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54593.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On June 16,
2012, Roundwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected June 7, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to Bio Oil
National Corporation.


25
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<PAGE>


     Timberwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54594.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On May 15,
2012, Timberwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 12, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.

     Entree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54720. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
October 3, 2012, Entree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.
Mr. Cassidy and Mr. McKillop each beneficially retained 250,000
shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation
was changed to Hauge Technology, Inc.

     Gumtree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54721.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
September 17, 2012, Gumtree Acquisition Corporation filed a Form 8-K
noticing the change of control effected September 7, 2012 with the
redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock, issuance of additional
shares of common stock, the election of new directors and appointment
of new officers.  Mr. Cassidy and Mr. McKillop each beneficially
retained 250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Access US Oil & Gas, Inc.

     Sagetree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54722.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
September 27, 2012, Sagetree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers.
Mr. Cassidy and Mr. McKillop each beneficially retained 250,000
shares of stock.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors.

     Saddletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54723.  Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.

     Whiffletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54724.  Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.

Conflicts of Interest

    The officers and directors of Sandgate have organized and expect to
organize other companies with an identicial structure, purpose, officers,
directors and shareholders.  As such management believes there is no
conflict of interest in these companies.

    Messrs. Cassidy and McKillop are also the directors of, and sole
beneficial shareholders of the following companies which have filed
registration statements on Form 10 for the registration of their common
stock pursuant to the Securities Exchange Act concurrently with the
filing of this registration statement:

        Sandgate Acquisition Corporation
        Fordgate Acquisition Corporation
        Harrogate Acquisition Corporation
        Sandgate Acquisition Corporation
        Sidegate Acquisition Corporation
        Tablegate Acquisition Corporation
        Treegate Acquisition Corporation
        Wallgate Acquisition Corporation
        Woodgate Acquisition Corporation


     In addition to those companies listed immediately above, at the
time of the filing of this registration statement, Mr. Cassidy and
Mr. McKillop are the sole shareholders of the following companies, as
listed in the preceding section above:  Saddletree Acquisition
Corporation and Whiffletree Acquisition Corporation which are blank
check companies with a purpose similar to that of Sandgate.

     A conflict may arise with these listed blank check companies which

26
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<PAGE>

     Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Sandgate has
effected a business combination.

     Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm.  As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Sandgate.  Mr. Cassidy intends to devote as much time to the activities
of Sandgate as required.  However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Sandgate.

     Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Sandgate.  At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Sandgate.  The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.

     Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Sandgate.  At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC  may be purchased or retired by Sandgate.  The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.

     The terms of a business combination may provide for a nominal
payment by cash to Tiber Creek Corporation and MB Americus LLC for
the retirement of all or part of the common stock of Sandgate owned by
them.

Investment Company Act of 1940

     Although Sandgate will be subject to regulation under the Securities
Act and the Exchange Act, management believes Sandgate will not be subject
to regulation under the Investment Company Act of 1940 insofar as Sandgate
will not be engaged in the business of investing or trading in securities.

27
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<PAGE>

     In the event Sandgate engages in business combinations which
result in Sandgate holding passive investment interests in a number of
entities, Sandgate could be subject to regulation under the Investment
Company Act of 1940.  In such event, Sandgate would be required to
register as an investment company and could be expected to incur
significant  registration and compliance costs.  Sandgate has obtained
no formal  determination from the Securities and Exchange Commission
as to the status of Sandgate under the Investment Company Act of 1940.
Any violation of such Act would subject Sandgate to material adverse
consequences.

ITEM 6.  EXECUTIVE COMPENSATION

   The officers and directors of Sandgate do not receive any compensation
for services to Sandgate, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of Sandgate are also indirect beneficial shareholders and
anticipate receiving possible benefits as beneficial shareholders if
the value of the shares of Sandgate increase after a business transaction
is effected as in such business transaction they will likely retain some
of their shares in Sandgate and would benefit from any such increase in
share value.

     Cassidy & Associates may perform legal services for Sandgate
after the business combination and Mr. Cassidy is a principal of such
law firm.

   No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Sandgate for
the benefit of employees.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED
         TRANSACTIONS AND DIRECTOR INDEPENDENCE.

   Sandgate has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.

    James Cassidy is president and a director of Sandgate and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Sandgate.

     James McKillop is vice president and a director of Sandgate and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Sandgate.

    As the organizers and developers of Sandgate, James Cassidy and
James McKillop may be  considered promoters.  Mr. Cassidy has provided
services to Sandgate without charge consisting of preparing and filing

28
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<PAGE>

the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole
director, officer and shareholder, has paid and will continue to pay
all expenses incurred by Sandgate until a business combination is effected,
without repayment.  Tiber Creek is a shareholder of Sandgate and may
receive benefits in the future if the company is able to effect a
business combination beneficial to the company.

   Sandgate is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.

ITEM 8.    LEGAL PROCEEDINGS

        There is no litigation pending or threatened by or against
Sandgate.

ITEM 9.    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
           EQUITY AND RELATED STOCKHOLDER MATTERS

        (a)  Market Price.  There is no trading market for Sandgate's
common stock and there has been no trading market to date.  There is no
assurance  that a trading market will ever develop or, if such a market
does develop, that it will continue.   There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Sandgate nor  is any common stock
currently being publicly offered by Sandgate.  At the time of this
registration, no shares issued by Sandgate are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Sandgate could offer their shares for sale pursuant
to such rule.  However, all the shareholders of Sandgate are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.

     Pursuant to Rule 144(i) of the Securities Act of 1933, the safe harbor
provisions provided under Rule 144 are not available to shareholders of
the Company and will continue to be unavailable until at least one year
after the Company ceases to be a company with no or nominal operations and
has filed all reports and other materials required to be filed by section
13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.

        (b)  Holders.  The issued and outstanding shares of the common
stock of Sandgate were issued to two shareholders in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.

        (c)  Dividends.  Sandgate has not paid any dividends to date, and
has no plans to do so in the immediate future.  Sandgate presently
intends to retain all earnings, if any, for use in its business operations
and accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination.  Dividends, if any, would be
contingent upon Sandgate's revenues and earnings, if any, capital
requirements and financial conditions.  The payment of dividends would
be within the discretion of Sandgate's Board of Directors.

29
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<PAGE>


ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES.

        During the past three years, Sandgate has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 for
an  aggregate purchase price of $2,000:

     On July 30, 2012, Sandgate issued the following shares of its
common stock:

Name                   Number of Shares      Consideration

Tiber Creek Corporation    10,000,000          $1,000
MB Americus LLC            10,000,000          $1,000


ITEM 11.  DESCRIPTION OF REGISTRANT'S  SECURITIES TO BE REGISTERED

    The authorized capital stock of Sandgate consists of 100,000,000
shares of common stock, par value $0.0001 per share, of which there are
20,000,000 issued and outstanding and 20,000,000 shares of preferred
stock, par value $0.0001 per share, of which none have been designated or
issued.

    The following statements relating to the capital stock set forth the
material terms of the securities of Sandgate; however, reference is made
to the more detailed provisions of, and such statements are qualified in
their entirety by reference to, the certificate of incorporation and the
by-laws, copies of which are filed as exhibits to this registration
statement.

Common Stock

     Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders.  Holders of
common stock do not have cumulative voting rights.  Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor.  In the event of a liquidation,
dissolution or winding up of Sandgate, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all  liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.

     Holders of common stock have no preemptive rights to purchase the
common stock of Sandgate.  There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.

30
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<PAGE>

Preferred Stock

     The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders.  Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights.  Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control
of Sandgate without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock.  At
present, Sandgate has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.

    The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition  proposal.  For instance, the issuance of a series of
preferred stock might  impede a business combination by including class
voting rights that would  enable the holder to block such a transaction,
or facilitate a business  combination by including voting rights that
would provide a required  percentage vote of the stockholders.  In
addition, under certain  circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of the common stock.

     Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of Sandgate, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then market price of such stock.  The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Sandgate has no present plans to issue any preferred stock.

Trading of Securities in Secondary Market

     Following a business combination, a private company will normally wish
to cause Sandgate's common stock to trade in one or more United States
securities markets.  The private company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time.  Such steps will normally involve filing
a registration statement under the Securities Act.  Such registration
statement may include securities held by current shareholders or offered by
Sandgate, including warrants, shares underlying warrants, and debt
securities.

31
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<PAGE>

     In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization.  For continued
listing on the Nasdaq Capital Market, a company must have at least (i)
net tangible assets of $2,000,000 or market capitalization of $35,000,000
ornet income for two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of $1,000,000; (iii) a bid
price of$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.

    In 2011, the NASDAQ Stock Market adopted additional listing requirements
for a company that became a 1934 Act reporting company by effecting a
business combination with a public shell, whether through a reverse merger,
exchange offer, or otherwise.  These new requirements include (i) trading
for at least one year on the OTC market or another national or foreign
exchange (ii) filing of all required information, including financial,
regarding the business combination (iii) timely filing of all required
periodic financial reports for the prior year, which would include at
least one annual report filing and (iv) maintenance of a $4 share
price for at least 30 of the most recent 60 trading days prior to
the initial listing application.

     If, after a business combination and qualification of its securities
for trading, Sandgate does not meet the qualifications for listing on the
Nasdaq Capital Market, Sandgate may apply for quotation of its
securities on the OTC Bulletin Board.

     In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211 with Regulation, Inc.

     The OTC Bulletin Board is a dealer-driven quotation service.  Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on
the OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.

     In certain cases Sandgate may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.

     In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets.  It is not possible to predict where, if
at all, the securities of Sandgate will be traded following a business
combination and qualification of its securities for trading.

     The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act.  Upon
effectiveness of this registration statement, Sandgate will be required
to, and will, file reports under Section 13 of the Exchange Act.  As a
result, sales of Sandgate's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the
Securities Act (sales other than by an issuer, underwriter or broker)
without qualification under state securities acts.  The resale of such
shares may be subject to the holding period and other requirements of
Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission.

32
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<PAGE>

Transfer Agent

     It is anticipated that Globex Transfer, LLC, Deltona, Florida, will
act as transfer agent for the common stock of Sandgate.

Additional Information

      This registration statement and all other filings of Sandgate
when made with the Securities and Exchange Commission may be viewed and
downloaded at the Securities and Exchange Commission's website at
www.sec.gov.  Sandgate will be subject to the reporting requirements
of the Securities Act of 1934 automatically 60 days after filing of
this registration statement.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Sandgate's certificate of incorporation contains such
a provision.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification  is against public policy as expressed in the Act and is
therefore unenforceable.


ITEM 13.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    Sandgate is a smaller reporting company in accordance with Regulation
S-X.


33
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<PAGE>

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

     Sandgate has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.

       Set forth below are the audited financial statements for Sandgate
for the period ended July 31, 2012.  The following financial
statements are attached to this report and filed as a part thereof.

28
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<PAGE>

                      FINANCIAL STATEMENTS FOR
                     Period from July 23, 2012
                    (Inception) to July 31, 2012
34

<PAGE>
______________________________________________________________________

                              FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm         1

Balance Sheet as of July 31, 2012                               2

Statement of Operations for the period from
July 23, 2012 (Inception) to July 31, 2012                      3

Statement of Changes in Stockholders' Equity for the
period from July 23, 2012 (Inception) to July 31, 2012          4

Statement of Cash Flows for the period from
July 23, 2012 (Inception) to July 31, 2012                      5

Notes to Financial Statements                                 6-9


<PAGE>
______________________________________________________________________

ANTON & CHIA                               CERTIFIED PUBLIC ACCOUNTANTS

       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Sandgate Acquisition Corporation (a development stage company)

We have audited the accompanying balance sheet of Sandgate Acquisition
Corporation (the "Company") as of July 31, 2012, and the related statement
of operations, stockholders' equity and cash flows for the period from
July 23, 2012 (Inception) through July 31, 2012. These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
July 31, 2012 and the results of its operations and its cash flows for
the period from July 23, 2012 (Inception) through July 31, 2012, in
conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which
includes the raising of additional equity financing or merger with
another entity. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Anton & Chia LLP
Newport Beach, CA
September 21, 2012




<PAGE>
______________________________________________________________________

                       SANDGATE ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                              BALANCE SHEET


                      ASSETS

                                                   July 31, 2012
                                                  ---------------

  Current assets
    Cash                                         $         2,000
                                                  ---------------
            Total assets                         $         2,000
                                                  ===============

               LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities                            $           -
                                                  ---------------

            Total liabilities                                -
                                                  ---------------
  Stockholders' equity
    Preferred stock, $0.0001 par value,
    20,000,000 shares authorized; none
    outstanding                                              -

    Common stock, $0.0001 par value, 100,000,000
    shares authorized; 20,000,000 shares issued
    and outstanding                                        2,000

    Deficit accumulated during the
       development stage                                     -
                                                  ---------------

         Total and stockholders' equity          $         2,000
                                                 ================

The accompanying notes are an integral part of these financial statements

                                   2
<PAGE>

______________________________________________________________________

                      SANDGATE ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF OPERATIONS


                                                  For the period from
                                                    July 23, 2012
                                                    (Inception) to
                                                    July 31, 2012
                                                  -----------------

    Sales                                        $            -

    Cost of sales                                             -
                                                  -----------------

       Gross profit                                           -

    Operating expenses                                        -
                                                  -----------------

    Loss before income tax                                    -

    Income tax                                                -
                                                  -----------------

    Net loss                                     $            -
                                                 ==================

    Loss per share - basic and diluted           $          (0.00)
                                                  -----------------

    Weighted average shares-basic and diluted          20,000,000
                                                 ------------------



The accompanying notes are an integral part of these financial statements

                                   3
<PAGE>

______________________________________________________________________
<TABLE>
<CAPTION>

                      SANDGATE ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                      Deficit
                                                      Accumulated
                                Common Stock          During the    Total
                             ---------------------    Development   Stockholders'
                             Shares         Amount    Stage         Equity
                             ----------    --------   -----------   -----------
<S>                         <C>            <C>        <C>           <C>

Balance, July 23,
   2012 (Inception)                -       $    -    $    -          $     -

Issuance of common stock     20,000,000      2,000        -             2,000

Net loss                          -             -         -                 -
                             ----------     --------  ----------     ---------
Balance,
   July 31, 2012             20,000,000    $ 2,000    $    -          $  2,000
                             ==========    ========   ===========     =========


   The accompanying notes are an integral part of these financial statements


                                   4
</TABLE>
<PAGE>
______________________________________________________________________

                      SANDGATE ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF CASH FLOWS


                                                     For the period from
                                                        July 23, 2012
                                                        (Inception) to
                                                        July 31, 2012
                                                       --------------

 CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                            $         -
                                                       -------------
      Net cash used in operating activities                      -
                                                       -------------
 CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock                     2,000
                                                       -------------
       Net cash provided by financing activities              2,000
                                                       -------------
   Net increase in cash                                       2,000

   Cash, beginning of period                                     -
                                                       -------------
   Cash, end of period                                 $      2,000
                                                       =============


The accompanying notes are an integral part of these financial statements

                                   5
<PAGE>

______________________________________________________________________

                  SANDGATE ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   Notes to Financial Statements

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Sandgate Acquisition Corporation ("Sandgate" or "the Company") was
incorporated on July 23, 2012 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Sandgate has been in the developmental
stage since inception and its operations to date have been limited to
issuing shares to its original shareholders. Sandgate will attempt to
locate and negotiate with a business entity for the combination of that
private company with Sandgate. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets exchange. In most
instances the private company will wish to structure the business combination
to be within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that Sandgate will be successful in locating or
negotiating with any private company. Sandgate has been formed to provide
a method for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities Exchange
Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all material
respects, and have been consistently applied in preparing the accompanying
financial statements.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of July 31, 2012.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of July 31,
2012.


                                   6
<PAGE>

______________________________________________________________________

                  SANDGATE ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   Notes to Financial Statements

INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of July 31, 2012, there were no deferred taxes.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity.  As
of July 31, 2012, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:

   Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.

   Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.

   Level 3 inputs are unobservable inputs for the asset or liability.

NOTE 2 - GOING CONCERN

The Company is in the development stage and has no revenues or profits since
its inception on July 23, 2012.  The Company's continuation as a going
concern is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations, which it has not been able to accomplish
to date, and /or obtain additional financing from its stockholders and/or
other third parties.

These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that private company with
the Company.


                                   7
<PAGE>

______________________________________________________________________

                  SANDGATE ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   Notes to Financial Statements



Tiber Creek Corporation, a company affiliated with management, will pay all
expenses incurred by the Company until a business combination is effected,
without repayment. There is no assurance that the Company will ever be
profitable. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and International
Financial Reporting Standards (IFRS) of Fair Value Measurement   Topic 820."
ASU 2011-04 is intended to provide a consistent definition of fair value
and improve the comparability of fair value measurements presented and
disclosed in financial statements prepared in accordance with U.S. GAAP
and IFRS.  The amendments include those that clarify the FASB's intent
about the application of existing fair value measurement and disclosure
requirements, as well as those that change a particular principle or
requirement for measuring fair value or for disclosing information about
fair value measurements.  This update is effective for annual and interim
periods beginning after December 15, 2011. The adoption of this ASU did
not have a material impact on our financial statements.

Not Adopted

In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (topic
210):  Disclosures about Offsetting Assets and Liabilities, which requires
new disclosure requirements mandating that entities disclose both gross
and net information about instruments and transactions eligible for offset
in the statement of financial position as well as instruments and
transactions subject to an agreement similar to a master netting
arrangement.  In addition, the standard requires disclosure of collateral
received and posted in connection with master netting agreements or similar
arrangements.  This ASU is effective for annual reporting periods beginning
on or after January 1, 2013, and interim periods within those annual periods.
Entities should provide the disclosures required retrospectively for all
comparative periods presented. We are currently evaluating the impact of
adopting ASU 2011-11 on our financial statements.

The FASB issued Accounting Standards Update (ASU) No.
2012-02 Intangibles Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012,
to simplify the testing for a drop in value of intangible assets such
as trademarks, patents, and distribution rights. The amended standard
reduces the cost of accounting for indefinite-lived intangible assets,
especially in cases where the likelihood of impairment is low. The changes
permit businesses and other organizations to first use subjective criteria
to determine if an intangible asset has lost value. The amendments to U.S.
GAAP will be effective for fiscal years starting after September 15, 2012.
Early adoption is permitted.  The adoption of this accounting guidance
did not have a material impact on our financial statements and
related disclosures.

                                   8
<PAGE>

______________________________________________________________________

                  SANDGATE ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   Notes to Financial Statements


Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the United States Securities and Exchange Commission did
not or are not believed by management to have a material impact on the
Company's present or future financial statements.

NOTE 4   STOCKHOLDERS' EQUITY

The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of July 31, 2012, 20,000,000
shares of common stock and no preferred stock were issued and outstanding.
In July, 2012, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.

NOTE 5   SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through September
21,2012, the date the financial statements were available to be issued, and
identified no events or transactions that required recognition or disclosure.


______________________________________________________________________





                     INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION

3.1                 Certificate of Incorporation of Sandgate
                            Acquisition Corporation

3.2                 By-Laws of Sandgate Acquisition Corporation

3.3                 Specimen stock certificate of Sandgate
                            Acquisition Corporation

10.1                Agreement with Tiber Creek for payment of
                    expenses



<PAGE>
______________________________________________________________________


                                  SIGNATURES


    In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.


                                  SANDGATE ACQUISITION CORPORATION


                                  By: /s/  James Cassidy, President



Date: October  10, 2012









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>bodpaymenttiber.txt
<TEXT>
                  Consent of Director in Lieu of Meeting
                  Tiber Creek Acquisition Corporation
                             July 23, 2012

     The undersigned, being the sole director of Tiber Creek
Corporation, a Delaware corporation (the "Corporation"), hereby
consents to the taking of the following action in lieu of meeting
and hereby waives any notice required to be given in connection
therewith:

     WHEREAS Tiber Creek Corporation assists companies in
becoming public; and

     WHEREAS Tiber Creek Corporation maintains non-operating
reporting companies to be used from time to time as part of its
services in assisting companies in becoming public.

NOW THEREFORE BE IT

     RESOLVED that the president is hereby instructed to pay all
expenses of the reporting companies until such time as there is a
change of control without reimbursement.

     IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal as of the date first indicated hereinabove.


                         /s/ James Cassidy
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>samplestcertsandgate.txt
<TEXT>


                         See Legend on Reverse

Number                                                    _____________  Shares

          Incorporated under the laws of the state of Delaware


                  SANDGATE ACQUISITION CORPORATION


                Authorized to issue 120,000,000 shares


100,000,000 common shares                       20,000,000 preferred shares
par value $.0001 each                                par value $.0001 each


This certifies that                          is the owner of

               (           ) fully paid and non-assessable Shares  of the

Common Shares of ENTREE ACQUISITION CORPORATION

transferrable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

     IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation

 this      day of              A.D. 2012

                                     /s/ James M. Cassidy
                                             President


                      [SEAL]

<PAGE>
-------------------------------------------------------------------------------

        (Reverse side of stock certificate)

LEGEND:

THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED
OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL
QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION.  ANY SALE,
TRANSFER OR DISPOSITION OF THESE SECURITIES BY AN INVESTOR WILL
NORMALLY REQUIRE THE APPROVAL BY COUNSEL TO THE ISSUER.



     The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations.  Additional abbreviations
may also be used though not in the list.

     TEN COM       --as tenants in common
     TEN ENT       --as tenants by the entireties
     JT TEN        --as joint tenants with right of  survivorship and not
                        as tenants in common
   UNIF GIFT MIN ACT    -- ____________Custodian
                           ____________(Minor) under Uniform Gifts to
                                                 Minors Act
                           ____________(State)

 For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________ (please insert social security or other
identifying number of assignee)  __________________________


_______________________________________________________________
(please print or typewrite name and address of
assignee)

_____________________________ Shares represented by the within Certificate,
and hereby irrevocably constitutes and appoints ____________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

               Dated, _______________________________

                     ___________________________________

In presence of    _______________________________________


NOTICE:  The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement, or any change whatever.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>certsandgate.txt
<TEXT>
           CERTIFICATE OF INCORPORATION

                        OF


           SANDGATE ACQUISITION CORPORATION


                    ARTICLE ONE

                       Name

     The name of the Corporation is Sandgate Acquisition Corporation.


                    ARTICLE TWO

                     Duration

     The Corporation shall have perpetual existence.


                   ARTICLE THREE

                      Purpose

     The purpose for which this Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.


                   ARTICLE FOUR

                      Shares

     The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of 100,000,000
shares of Common Stock having a par value of $.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $.0001 per
share.

     The Board of Directors is authorized to provide for the issuance
of the shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.

     The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:

     A.  The number of shares constituting that series and the
distinctive designation of that series;

     B.  The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on share
of that series;

     C.  Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;

     D.  Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;

     E.  Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;

     F.  Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;

     G.  The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and

     H.  Any other relative rights, preferences and limitations of that
series.


                   ARTICLE FIVE

             Commencement of Business

     The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.


                    ARTICLE SIX

       Principal Office and Registered Agent

     The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is

          Inc. Plan (USA)
          Trolley Square
          Suite 20 C
          Wilmington, Delaware 19806 (County of New Castle)

     The initial registered agent is a resident of the State of Delaware.


                   ARTICLE SEVEN

                   Incorporator

     Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,California 92662


                   ARTICLE EIGHT

                Pre-Emptive Rights

     No Shareholder or other person shall have any pre-emptive
rights whatsoever.


                   ARTICLE NINE

                      By-Laws

     The initial by-laws shall be adopted by the Shareholders or the
Board of Directors.  The power to alter, amend, or repeal the by-laws
or adopt new by-laws is vested in the Board of Directors, subject to
repeal or change by action of the Shareholders.


                    ARTICLE TEN

                  Number of Votes

     Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.


                  ARTICLE ELEVEN

                  Majority Votes

     A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the vote
or concurrence of Shareholders, unless otherwise required or permitted by
law or the by-laws of the Corporation.

                  ARTICLE TWELVE

               Non-Cumulative Voting

     Directors shall be elected by majority vote.  Cumulative voting
shall not be permitted.


                 ARTICLE THIRTEEN

Interested Directors, Officers and Securityholders

     A.  Validity.  If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors or committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.

     B.  Disclosure, Approval, Fairness.  Paragraph (A) shall
apply only if:

     (1)  The material facts of the relationship or interest of each such
director, officer or securityholder are known or disclosed:

     (a)  to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to be
counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote;  or

     (b)  to the Shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes;  or

     (2)  the contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of Directors, the committee
or the Shareholders.


                 ARTICLE FOURTEEN

           Indemnification and Insurance

     A.  Persons.  The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted from
time to time by law:

     (1)  any person who is or was director, officer, agent or
employee of the Corporation, and

     (2)  any person who serves or served at the Corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.

     B.  Extent--Derivative Suits.  In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement
of the suit.

     C.  Standard--Derivative Suits.  In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation.  However, he shall not
be indemnified in respect of any claim, issue or matter as to which he
has been adjudged liable for negligence or misconduct in the
performance of his duty to the Corporation unless (and only to the
extent that) the court in which the suit was brought shall determine,
upon application, that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

     D.  Extent--Nonderivative Suits.  In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation against a person
named in Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and reasonably incurred
by him in connection with the defense or settlement of the suit as

     (1)  expenses (including attorneys' fees),
     (2)  amounts paid in settlement
     (3)  judgments, and
     (4)  fines.

     E.  Standard--Nonderivative Suits.  In case of a
nonderivative suit, a person named in Paragraph (A) shall be
indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the subject
of the nonderivative suit, 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, he had no reason to believe
his conduct was unlawful.  The termination of a nonderivative suit by
judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person failed to satisfy this Paragraph (E) (2).

     F.  Determination That Standard Has Been Met.  A
determination that the standard of Paragraph (C) or (E) has been
satisfied may be made by a court of law or equity or the determination
may be made by:

     (1)  a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or proceeding, or

     (2)  independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by the
Shareholders of the Corporation) in a written opinion, or

     (3)  the Shareholders of the Corporation.

     G.  Proration.  Anyone making a determination under
Paragraph (F) may determine that a person has met the standard as to
some matters but not as to others, and may reasonably prorate amounts
to be indemnified.

     H.  Advance Payment.  The Corporation may pay in advance
any expenses (including attorney's fees)  which may become subject to
indemnification under paragraphs (A) - (G) if:

     (1)  the Board of Directors authorizes the specific payment and

     (2)  the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).

     I.  Nonexclusive.  The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a person
may be entitled by law or by by-law, agreement, vote of Shareholders or
disinterested directors, or otherwise.

     J.  Continuation.  The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who has
ceased to hold a position named in paragraph (A) and shall inure to his
heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by him in
any such positions or arising out of this status as such, whether or not
the Corporation would have power to indemnify him against such
liability under Paragraphs (A) - (H).

     L.  Reports.  Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation with
the next notice of annual meeting, or within six months, whichever is
sooner.

     M.  Amendment of Article.  Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be incorporated
by reference in this Article as of the date of such changes without
further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors,
officers, agents and employees of the Corporation shall be indemnified
to the maximum degree allowed by the General Corporation Law of the
State of Delaware at all times.

                  ARTICLE FIFTEEN

         Limitation On Director Liability

     A.  Scope of Limitation.  No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the extent
provided in Paragraph (B).

     B.  Extent of Limitation.  The limitation provided for in this
Article shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's duty
of loyalty to the Corporation or its Shareholders (ii) for any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law (iii) for any unlawful payment of dividends or
unlawful stock purchases or redemptions in violation of Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction for
which the director derived an improper personal benefit.

     IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 23rd day of July 2012.


                          /s/ Lee W. Cassidy,
                                Incorporator
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>6
<FILENAME>bylawsandgate.txt
<TEXT>
                   SANDGATE ACQUISITION CORPORATION
                             By-Laws


                            Article I

                         The Stockholders

     Section 1.1.  Annual Meeting.  The annual meeting of the
stockholders of Sandgate Acquisition Corporation (the "Corporation") shall
be held on the third Thursday in May of each year at 10:30 a.m. local
time, or at such other date or time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, for
the election of directors and for the transaction of such other business as
may come before the meeting.

     Section 1.2.  Special Meetings.  A special meeting of the stockholders
may be called at any time by the written resolution or request of
two-thirds or more of the members of the Board of Directors, the
president, or any executive vice president and shall be called upon the
written request of the holders of two-thirds or more in amount, of each
class or series of the capital stock of the Corporation entitled to vote at
such meeting on the matters(s) that are the subject of the proposed
meeting, such written request in each case to specify the purpose or
purposes for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements of this
Article.

     Section 1.3.  Notice of Meetings.  Written notice of each meeting of
stockholders, whether annual or special, stating the date, hour and place
where it is to be held, shall be served either personally or by mail, not
less than fifteen nor more than sixty days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law.  Notice
of a special meeting shall also state the purpose or purposes for which
the meeting is called and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting.  If, at
any meeting,action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice of such
meeting shall include a statement of that purpose and to that effect.
If mailed, notice shall be deemed to be delivered when deposited in the
United States mail or with any private express mail service, postage or
delivery fee prepaid, and shall be directed to each such stockholder at
his address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, in which case, it shall be mailed to the address
designated in such request.

     Section 1.4.  Fixing Date of Record.  (a)  In order that the
Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice of, or to
vote at,a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

     (b)  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting
(to the extent that such action by written consent is permitted by law,
the Certificate of Incorporation or these By-Laws), the Board of Directors
may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board
of Directors.  If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
in its state of incorporation, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors
is required by law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.

     (c)  In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board of Directors may
fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action.  If no record date
is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

     Section 1.5.  Inspectors.  At each meeting of the stockholders, the
polls shall be opened and closed and the proxies and ballots shall be
received and be taken in charge.  All questions touching on the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more inspectors.  Such
inspectors shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by the
presiding officer at the meeting.  If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to
serve shall be appointed in like manner.

     Section 1.6.  Quorum.  At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number shall be required
by law, and, in that case, the representation of the number so required
shall constitute a quorum.

     If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and place
fixed in accordance with these By-Laws for an annual or special meeting,
a majority in interest of the stockholders present in person or by proxy
may adjourn, from time to time, without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend.  At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 1.7.  Business.  The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall call meetings of the stockholders
to order, and shall act as chairman of such meeting; provided, however,
that the Board of Directors or executive committee may appoint any
stockholder to act as chairman of any meeting in the absence of the
chairman of the Board.  The secretary of the Corporation shall act as
secretary at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding officer may
appoint any person to act as secretary of the meeting.

     Section 1.8.  Stockholder Proposals.  No proposal by a stockholder
shall be presented for vote at a special or annual meeting of stockholders
unless such stockholder shall, not later than the close of business on the
fifth day following the date on which notice of the meeting is first given
to stockholders, provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a proposal for
action at the forthcoming meeting of stockholders, which notice shall
include the name and address of such stockholder, the number of voting
securities that he holds of record and that he holds beneficially, the
text of the proposal to be presented to the meeting and a statement in
support of the proposal.

     Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual meeting or special
meeting of stockholders and the same may be discussed and considered,
but unless stated in writing and filed with the Board of Directors or the
secretary prior to the date set forth herein above, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter.  This provision
shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors, and committees, but in
connection with such reports, no new business proposed by a stockholder,
qua stockholder, shall be acted upon at such annual meeting unless stated
and filed as herein provided.

     Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any such
proposal to stockholders at a special or annual meeting of stockholders
if the Board of Directors reasonably believes the proponents thereof have
not complied with Sections 13 or 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not required
to be included in its proxy materials to stockholders in accordance with
any such section, rule or regulation.

     Section 1.9.  Proxies.  At all meetings of stockholders, a stockholder
entitled to vote may vote either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-fact.  Such proxy
shall be filed with the secretary before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

     Section 1.10.  Voting by Ballot.  The votes for directors, and upon
the demand of any stockholder or when required by law, the votes upon any
question before the meeting, shall be by ballot.

     Section 1.11.  Voting Lists.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares of stock registered
in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if
not so specified, at the place where the meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is
present.

     Section 1.12.  Place of Meeting.  The Board of Directors may
designate any place, either within or without the state of incorporation,
as the place of meeting for any annual meeting or any special meeting
called by the Board of Directors.  If no designation is made or if a
special meeting is otherwise called, the place of meeting shall be the
principal office of the Corporation.

     Section 1.13.  Voting of Stock of Certain Holders.  Shares of capital
stock of the Corporation standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.

     Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person may be voted by
his administrator, executor, court-appointed guardian or conservator,
either in person or by proxy, without a transfer of such stock into the
name of such administrator, executor, court-appointed guardian or
conservator.  Shares of capital stock of the Corporation standing in the
name of a trustee may be voted by him, either in person or by proxy.

     Shares of capital stock of the Corporation standing in the name of a
receiver may be voted, either in person or by proxy, by such receiver, and
stock held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so
is contained in any appropriate order of the court by which such receiver
was appointed.

     A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled
to vote, either in person or by proxy, the stock so transferred.

     Shares of its own capital stock belonging to this Corporation shall
not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding stock at any given
time, but shares of its own stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of
outstanding stock at any given time.

                                 Article II

                              Board of Directors

     Section 2.1.  General Powers.  The business, affairs, and the
property of the Corporation shall be managed and controlled by the Board
of Directors (the "Board"), and, except as otherwise expressly provided by
law, the Certificate of Incorporation or these By-Laws, all of the powers
of the Corporation shall be vested in the Board.

     Section 2.2.  Number of Directors.  The number of directors which
shall constitute the whole Board shall be not fewer than one nor more
than five.  Within the limits above specified, the number of directors shall
be determined by the Board of Directors pursuant to a resolution adopted
by a majority of the directors then in office.

     Section 2.3.  Election, Term and Removal.  Directors shall be elected
at the annual meeting of stockholders to succeed those directors whose
terms have expired.  Each director shall hold office for the term for which
elected and until his or her successor shall be elected and qualified.
Directors need not be stockholders.  A director may be removed from
office at a meeting expressly called for that purpose by the vote of not
less than a majority of the outstanding capital stock entitled to vote at
an election of directors.

     Section 2.4.  Vacancies.  Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining
directors then in office, though less than a quorum; except that vacancies
resulting from removal from office by a vote of the stockholders may be
filled by the stockholders at the same meeting at which such removal
occurs provided that the holders of not less than a majority of the
outstanding capital stock of the Corporation (assessed upon the basis of
votes and not on the basis of number of shares) entitled to vote for the
election of directors, voting together as a single class, shall vote for
each replacement director.  All directors elected to fill vacancies shall
hold office for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor.  No
decrease in the number of directors constituting the Board of Directors
shall shorten the term of an incumbent director.

     Section 2.5.  Resignations.  Any director of the Corporation may
resign at any time by giving written notice to the president or to the
secretary of the Corporation.  The resignation of any director shall take
effect at the time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.

     Section 2.6.  Place of Meetings, etc.  The Board of Directors may
hold its meetings, and may have an office and keep the books of the
Corporation (except as otherwise may be provided for by law), in such
place or places in or outside the state of incorporation as the Board
from time  to time may determine.

     Section 2.7.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held as soon as practicable after adjournment of the
annual meeting of stockholders at such time and place as the Board of
Directors may fix.  No notice shall be required for any such regular
meeting of the Board.

     Section 2.8.  Special Meetings.  Special meetings of the Board of
Directors shall be held at places and times fixed by resolution of the
Board of Directors, or upon call of the chairman of the Board, if any, or
vice-chairman of the Board, if any, the president, an executive vice
president or two-thirds of the directors then in office.

     The secretary or officer performing the secretary's duties shall give
not less than twenty-four hours' notice by letter, telegraph or telephone
(or in person) of all special meetings of the Board of Directors, provided
that notice need not given of the annual meeting or of regular meetings held
at times and places fixed by resolution of the Board.  Meetings may be held
at any time without notice if all of the directors are present, or if those
not present waive notice in writing either before or after the meeting.  The
notice of meetings of the Board need not state the purpose of the meeting.

     Section 2.9.  Participation by Conference Telephone.  Members of the
Board of Directors of the Corporation, or any committee thereof, may
participate in a regular or special or any other meeting of the Board or
committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.

     Section 2.10.  Action by Written Consent.  Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if prior or subsequent
to such action all the members of the Board or such committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.

     Section 2.11.  Quorum.  A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business;
but if at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time.

     Section 2.12.  Business.  Business shall be transacted at meetings of
the Board of Directors in such order as the Board may determine.  At all
meetings of the Board of Directors, the chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall preside.

     Section 2.13.  Interest of Directors in Contracts.  (a)  No contract
or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of
the Corporation's directors or officers, are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or participates in
the meeting of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:

               (1)  The material facts as to his relationship or interest
        and as to the contract or transaction are disclosed or are known
        to the Board of Directors or the committee, and the Board or
        committee in good faith authorizes the contract or transaction by
        the affirmative votes of a majority of the disinterested directors,
        even though the disinterested directors be less than quorum; or

               (2)  The material facts as to his relationship or interest
        and as to the contract or transaction are disclosed or are known to
        the stockholders entitled to vote thereon, and the contract or
        transaction is specifically approved in good faith by vote of the
        stockholders; or

               (3)  The contract or transaction is fair as to the
        Corporation as of the time it is authorized, approved or ratified,
        by the Board of Directors, a committee of the Board of Directors or
        the stockholders.

     (b)  Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     Section 2.14.  Compensation of Directors.  Each director of the
Corporation who is not a salaried officer or employee of the Corporation,
or of a subsidiary of the Corporation, shall receive such allowances for
serving as a director and such fees for attendance at meetings of the
Board of Directors or the executive committee or any other committee
appointed by the Board as the Board may from time to time determine.

     Section 2.15.  Loans to Officers or Employees.  The Board of
Directors may lend money to, guarantee any obligation of, or otherwise
assist, any officer or other employee of the Corporation or of any
subsidiary, whether or not such officer or employee is also a director of
the Corporation, whenever, in the judgment of the directors, such loan,
guarantee, or assistance may reasonably be expected to benefit the
Corporation; provided, however, that any such loan, guarantee, or other
assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of
Directors.  Any such loan, guarantee, or other assistance may be made
with or without interest and may be unsecured or secured in such manner
as the Board of Directors shall approve, including, but not limited to, a
pledge of shares of the Corporation, and may be made upon such other
terms and conditions as the Board of Directors may determine.

     Section 2.16.  Nomination.  Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally.  However, any stockholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of stockholders, the close of
business on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the fifth day following the date on
which notice of such meeting is first given to stockholders.  Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors, and; (e) the consent of each nominee to serve as a director of
the Corporation if so elected.  The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

                                Article III

                                 Committees

     Section 3.1.  Committees.  The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed by these By-
Laws or resolution thereto, may establish such standing or special
committees of the Board as it may deem advisable, and the members,
terms, and authority of such committees shall be set forth in the
resolutions establishing such committee.

     Section 3.2.  Executive Committee Number and Term of Office.  The
Board of Directors may, at any meeting, by majority vote of the Board of
Directors, elect from the directors an executive committee.  The executive
committee shall consist of such number of members as may be fixed from
time to time by resolution of the Board of Directors.  The Board of
Directors may designate a chairman of the committee who shall preside at
all meetings thereof, and the committee shall designate a member thereof
to preside in the absence of the chairman.

     Section 3.3.  Executive Committee Powers.  The executive committee
may, while the Board of Directors is not in session, exercise all or any
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors; except
that the executive committee shall not have the power or authority of the
Board of Directors to (i) amend the Certificate of Incorporation or the
By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and
assets, or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance of
stock.

     Section 3.4.  Executive Committee Meetings.  Regular and special
meetings of the executive committee may be called and held subject to
the same requirements with respect to time, place and notice as are
specified in these By-Laws for regular and special meetings of the Board
of Directors.  Special meetings of the executive committee may be called
by any member thereof.  Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special or regular meeting of
the executive meeting if a quorum is present.  At any meeting at which
every member of the executive committee shall be present, in person or
by telephone, even though without any notice, any business may be
transacted.  All action by the executive committee shall be reported to
the Board of Directors at its meeting next succeeding such action.

     The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority of the
total number of members of the executive committee shall be necessary to
constitute a quorum.  In every case, the affirmative vote of a quorum shall
be necessary for the adoption of any resolution.

     Section 3.5. Executive Committee Vacancies.  The Board of Directors,
by majority vote of the Board of Directors then in office, shall fill
vacancies in the executive committee by election from the directors.

                                 Article IV

                                The Officers

     Section 4.1.  Number and Term of Office.  The officers of the
Corporation shall consist of, as the Board of Directors may determine
and appoint from time to time, a chief executive officer, a president,
one or more executive vice-presidents, a secretary, a treasurer, a
controller,and/or such other officers as may from time to time be
elected or appointed by the Board of Directors, including such
additional vice-presidents with such designations, if any, as may be
determined by the Board of Directors and such assistant secretaries
and assistant treasurers.  In addition, the Board of Directors may
elect a chairman of the Board and may also elect a vice-chairman as
officers of the Corporation.  Any two or more offices may be held by
the same person. In its discretion, the Board of Directors may leave
unfilled any office except as may be required by law.

     The officers of the Corporation shall be elected or appointed from
time to time by the Board of Directors.  Each officer shall hold office
until his successor shall have been duly elected or appointed or until
his death or until he shall resign or shall have been removed by the
Board of Directors.

     Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation, unless
the contrary is expressly consented to by the Board of Directors or the
executive committee.

     Section 4.2.  Removal.  Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.

     Section 4.3.  The Chairman of the Board.  The chairman of the Board,
if any, shall preside at all meetings of stockholders and of the Board of
Directors and shall have such other authority and perform such other
duties as are prescribed by law, by these By-Laws and by the Board of
Directors.  The Board of Directors may designate the chairman of the
Board as chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.

     Section 4.4.  The Vice-Chairman.  The vice-chairman, if any, shall
have such authority and perform such other duties as are prescribed by
these By-Laws and by the Board of Directors.  In the absence or inability
to act of the chairman of the Board and the president, he shall preside at
the meetings of the stockholders and of the Board of Directors and shall
have and exercise all of the powers and duties of the chairman of the
Board.  The Board of Directors may designate the vice-chairman as chief
executive officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.

     Section 4.5.  The President.  The president shall have such authority
and perform such duties as are prescribed by law, by these By-Laws, by
the Board of Directors and by the chief executive officer (if the president
is not the chief executive officer).  The president, if there is no chairman
of the Board, or in the absence or the inability to act of the chairman of
the Board, shall preside at all meetings of stockholders and of the Board
of Directors.  Unless the Board of Directors designates the chairman of
the Board or the vice-chairman as chief executive officer, the president
shall be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws and
the Board of Directors for the chief executive officer.

     Section 4.6.  The Chief Executive Officer.  Unless the Board of
Directors designates the chairman of the Board or the vice-chairman as
chief executive officer, the president shall be the chief executive officer.
The chief executive officer of the Corporation shall have, subject to the
supervision and direction of the Board of Directors, general supervision
of the business, property and affairs of the Corporation, including the
power to appoint and discharge agents and employees, and the powers
vested in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.

     Section 4.7.  The Executive Vice-Presidents.  In the absence of the
chairman of the Board, if any, the president and the vice-chairman, if
any, or in the event of their inability or refusal to act, the executive
vice-president (or in the event there is more than one executive
vice-president, the executive vice-presidents in the order designated, or
in the absence of any designation, then in the order of their election)
shall perform the duties of the chairman of the Board, of the president
and of the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of the Board,
the president and the vice-chairman.  Any executive vice-president may sign,
with the secretary or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other duties as from time
to time may be assigned to him by the chairman of the Board, the
president, the vice-chairman, the Board of Directors or these By-Laws.

     Section 4.8.  The Vice-Presidents.  The vice-presidents, if any, shall
perform such duties as may be assigned to them from time to time by the
chairman of the Board, the president, the vice-chairman, the Board of
Directors, or these By-Laws.

     Section 4.9.  The Treasurer.  Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall have
charge and custody of all the funds and securities of the Corporation;
when necessary or proper he shall endorse for collection, or cause to be
endorsed, on behalf of the Corporation, checks, notes and other obligations,
and shall cause the deposit of the same to the credit of the Corporation
in such bank or banks or depositary as the Board of Directors may designate
or as the Board of Directors by resolution may authorize; he shall sign all
receipts and vouchers for payments made to the Corporation other than
routine receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however, that the
Board of Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositories shall be signed, including the
use of facsimile signatures, and the manner in which officers, agents or
employees shall be authorized to sign); unless otherwise provided by
resolution of the Board of Directors, he shall sign with an officer-
director all bills of exchange and promissory notes of the Corporation;
whenever required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate account
of the Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and accounts
to any director of the Corporation upon application at his office during
business hours; and he shall perform all acts incident to the position of
treasurer.  If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such sure ties as the Board of Directors may require.

     Section 4.10.  The Secretary.  The secretary shall keep the minutes
of all meetings of the Board of Directors, the minutes of all meetings of
the stockholders and (unless otherwise directed by the Board of Directors)
the minutes of all committees, in books provided for that purpose; he shall
attend to the giving and serving of all notices of the Corporation; he may
sign with an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by the
Board of Directors or the executive committee, he shall affix the seal of
the Corporation thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital stock; he shall
have charge of the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable times, be open
to the examination of any director, upon application at the secretary's
office during business hours; and he shall in general perform all the duties
incident to the office of the secretary, subject to the control of the chief
executive officer and the Board of Directors.

     Section 4.11.  The Controller.  The controller shall be the chief
accounting officer of the Corporation.  Subject to the supervision of the
Board of Directors, the chief executive officer and the treasurer, the
controller shall provide for and maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see that accurate
audits of the Corporation's affairs are currently and adequately made and
shall perform such other duties as from time to time may be assigned to
him.

     Section 4.12.  The Assistant Treasurers and Assistant Secretaries.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors may determine.
The assistant secretaries as thereunto authorized by the Board of Directors
may sign with the chairman of the Board, the president, the vice-chairman
or an executive vice-president, certificates for stock of the Corporation,
the issue of which shall have been authorized by a resolution of the Board
of Directors.  The assistant treasurers and assistant secretaries, in general,
shall perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board of
Directors, or these By-Laws.

     Section 4.13.  Salaries.  The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.

     Section 4.14.  Voting upon stocks.  Unless otherwise ordered by the
Board of Directors or by the executive committee, any officer, director or
any person or persons appointed in writing by any of them, shall have full
power and authority in behalf of the Corporation to attend and to act and
to vote at any meetings of stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and
may exercise any and all the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation might
have possessed and exercised if present.  The Board of Directors may
confer like powers upon any other person or persons.

                                     Article V

                               Contracts and Loans

     Section 5.1.  Contracts.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

     Section 5.2.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such
authority may be general or confined to specific instances.

                                    Article VI

                  Certificates for Stock and Their Transfer

     Section 6.1.  Certificates for Stock.  Certificates representing stock
of the Corporation shall be in such form as may be determined by the Board
of Directors.  Such certificates shall be signed by the chairman of the
Board, the president, the vice-chairman or an executive vice-president
and/or by the secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation.  The seal may be a facsimile.
If a stock certificate is countersigned (i) by a transfer agent other than
the Corporation or its employee, or (ii) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
a facsimile.  In the event that any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.  All certificates for stock shall
be consecutively numbered or otherwise identified.  The name of the person
to whom the shares of stock represented thereby are issued, with the number
of shares of stock and date of issue, shall be entered on the books of the
Corporation.  All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificates shall be issued until the former
certificate for a like number of shares of stock shall have been surrendered
and canceled,except that, in the event of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.

     Section 6.2.  Transfers of Stock.  Transfers of stock of the
Corporation shall be made only on the books of the Corporation by the
holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the Corporation, and on surrender for cancellation of the
certificate for such stock.  The person in whose name stock stands on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.

                                   Article VII

                                    Fiscal Year

     Section 7.1.  Fiscal Year.  The fiscal year of the Corporation shall
begin on the first day of January in each year and end on the last day of
December in each year.

                                  Article VIII

                                      Seal

     Section 8.1.  Seal.  The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.

                                   Article IX

                                Waiver of Notice

     Section 9.1.  Waiver of Notice.  Whenever any notice is required
to be given under the provisions of these By-Laws or under the provisions
of the Certificate of Incorporation or under the provisions of the
corporation law of the state of incorporation, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of any person at a meeting for which any notice is
required to be given under the provisions of these By-Laws, the Certificate
of Incorporation or the corporation law of the state of incorporation shall
constitute a waiver of notice of such meeting except when the person
attends for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

                                Article X

                                Amendments

     Section 10.1.  Amendments.  These By-Laws may be altered, amended
or repealed and new By-Laws may be adopted at any meeting of the
Board of Directors of the Corporation by the affirmative vote of a
majority of the members of the Board, or by the affirmative vote of a
majority of the outstanding capital stock of the Corporation (assessed
upon the basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together as a single
class.

                                 Article XI

                              Indemnification

     Section 11.1.  Indemnification.  The Corporation shall indemnify its
officers, directors, employees and agents to the fullest extent permitted
by the General Corporation Law of Delaware, as amended from time to time.



                                    [END]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>7
<FILENAME>filename7.txt
<TEXT>
                Cassidy & Associates
                  Attorneys at Law
                 215 Apolena Avenue
           Newport Beach, California 92662
                     ----------
             Email:  CassidyLaw@aol.com



Telephone: 202/387-5400              Fax:  949/673-4525

                    October 10, 2012


United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549


          Re:  Sandgate Acquisition Corporation

Gentlemen:

     I attach for filing the registration on Form 10-12g
for Sandgate Acquisition Corporation



                         Sincerely,



                         /s/ Lee W. Cassidy
</TEXT>
</DOCUMENT>