SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                              FORM 10-K
(Mark One)

[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 

             For the fiscal year ended December 31, 2012


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                   Commission file number 000-54830

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

            Delaware                            46-1856372
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

            215 Apolena Avenue, Newport Beach, CA 92662
        (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:    202/387-5400       
                        
    Securities registered pursuant to Section 12(b) of the Act:  None
       
   Securities registered pursuant to Section 12(g) of the Exchange Act:   

             Common Stock, $.0001 par value per share
                    (Title of class)


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

Indicate by check mark if the registrant is not required to file 
reports pursuant to Section 13 or Section 15(d) of the Act.

						[  ] Yes   [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.

						[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months 
(or for such shorter period that the registrant was required to submit
and post such files).

						[ X ] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
						[ X ] Yes   [  ] No

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

Large Accelerated filer  [  ]       Accelerated filer         [   ]
Non-accelerated filer    [  ]       Smaller reporting company [ X ]
  (do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company 
   (as defined in Rule 12b-2 of the Exchange Act).   

						[ X ] Yes   [  ] No

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the 
registrant's most recently completed second fiscal quarter.

							    $ 0

Indicate the number of shares outstanding of each of the registrant's 
classes of common stock as of the latest practicable date.

       Class                                  Outstanding at 
                                               April 1, 2013

Common Stock, par value $0.0001                 20,000,000

Documents incorporated by reference:            None



                               PART I


Item 1.  Business


      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 and filing a 
registration statement. 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.

     The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K. 

     The Company has no employees and two officers, directors and 
shareholders.

     The president of Sandgate is the president, director and 
shareholder of Tiber Creek Corporation.  Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.  To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Sandgate and then subsequently file a
registration statement.  A company may choose to effect a business
combination with Sandgate before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.

     Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers.  The target company pays Tiber Creek
Corporation for such services.  Such services include, if appropriate, the
use of Sandgate.  Sandgate will only be used as part of such process
and is not offered for sale.  If the target company chooses to enter into
business combination with Sandgate, the registration statement will be
prepared after such business combination.  The terms of a business
combination may provide for redemption of all or part of their stock in
Sandgate, usually at par.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  In most instances the target
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.  

     As of December 31, 2012, Sandgate had not generated revenues and had 
no income or cash flows from operations since inception.  At December 31,
2012, Sandgate had sustained net loss of $1,357  and had accumulated a
deficit of $1,357.

     The Company's independent auditors have issued a report raising 
substantial doubt about the Company's ability to continue as a going 
concern.  At present, the Company has no operations and the continuation 
of Sandgate as a going concern is dependent upon financial support from 
its stockholders, its ability to obtain necessary equity financing to 
continue operations and/or to successfully locate and negotiate with a
business entity for the combination of that target company with Sandgate. 

     Tiber Creek Corporation will pay all expenses, without repayment, 
incurred by Sandgate until a  changein control of the Company is 
effected, There is no written agreement between Tiber Creek Corporation 
and Sandgate.  Tiber Creek is owned by James Cassidy and James Cassidy 
is also one of the two shareholders and directors of Sandgate.  Through 
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will 
fund the expenses of Sandgate until the consummation of a business 
combination.  Because of the absence of any on-going operations, 
these expenses are anticipated to be relatively low.

      There is no assurance that Sandgate will ever be profitable.
     

I
tem 2.  Properties

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses
the offices of Tiber Creek Corporation at no cost to the Company.  
Tiber Creek Corporation has agreed to continue this arrangement until 
the Company completes a change in control.



Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.


Item 4.  Mine Safety Disclosures.

      Not applicable.




                              PART II


Item 5.  Market for Registrant's Common Equity, Related Stockholder 
	 Matters and Issuer Purchases of Equity Securities

      There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board. 

     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. 

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.

     In general there is greatest liquidity for traded securities on 
the Nasdaq Capital Market and less on the OTC Bulletin Board.  It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.

     Since inception, the Company has sold securities which
were not registered as follows:

                                            NUMBER OF
DATE                     NAME               SHARES       CONSIDERATION

July 30, 2012	    Tiber Creek 	     10,000,000    $1,000
		     Corporation (1)

July 30, 2012        MB Americus LLC (2)     10,000,000	   $1,000

(1)  James M. Cassidy, the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the 
beneficial owner of the shares of stock owned by Tiber Creek Corporation.

(2)   James McKillop is the sole principal of MB Americus LLC, a 
California limited liability corporation.  Mr. McKillop is deemed to 
be the beneficial owner of the shares of stock owned by MB Americus LLC.



Item 6.  Selected Financial Data.

	There is no selected financial data required to be filed for
a smaller reporting company.



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

   Sandgate has no operations nor does it currently engage in any 
business activities generating revenues.  Sandgate's principal 
business objective is to achieve a business combination with a target 
company.

     As of December 31, 2012, Sandgate had not generated revenues and had 
no income or cash flows from operations since inception.  At December 31,
2012, Sandgate had sustained net loss of $1,357, and had accumulated a
deficit of $1,357.

    The Company's independent auditors have issued a report raising 
substantial doubt about the Company's ability to continue as a going concern.  
At present, the Company has no operations and the continuation of Sandgate 
as a going concern is dependent upon financial support from its stockholders, 
its ability to obtain necessary equity financing to continue operations 
and/or to successfully locate and negotiate with a business entity for the 
combination of that target company with Sandgate. 

     Tiber Creek Corporation will pay all expenses incurred by 
Sandgate until a  change in control is effected, without repayment. 
There is no written agreement between Tiber Creek Corporation and 
Sandgate.  Tiber Creek is owned by James Cassidy and James Cassidy is also 
one of the two shareholders and directors of Sandgate.  Through 
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will 
fund the expenses of Sandgate until the consummation of a change in
control.  Because of the absence of any on-going operations, 
these expenses are anticipated to be relatively low.

     The president of Sandgate is the president, director and 
shareholder of Tiber Creek Corporation.  Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.  To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Sandgate and then subsequently file a
registration statement.  A company may choose to effect a business
combination with Sandgate before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.

     Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers.  The target company pays Tiber Creek 
Corporation for such services.  Such services include, if appropriate, the
use of Sandgate.  Sandgate will only be used as part of such process
and is not offered for sale.  If the target company chooses to enter into
business combination with Sandgate, the registration statement will be
prepared after such business combination.  The terms of a business
combination may provide for redemption of all or part of their stock in
Sandgate, usually at par.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  In most instances the target
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 target company.

   The most likely target companies are those seeking the perceived
benefits of a reporting corporation.  Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities 
for acquisitions, providing liquidity for shareholders and other factors. 
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.  

   Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination.  Tiber Creek Corporation 
will pay all expenses of the Company until such time as a change in control 
is effected, without repayment.  James M. Cassidy, who is an officer 
and a director of the Company, is the sole officer and director and sole 
shareholder of Tiber Creek Corporation. 
 
    In analyzing prospective business opportunities, Tiber Creek may consider 
such matters as the available technical, financial and managerial resources; 
working capital and other financial requirements; history of operations, if 
any; prospects for the future; nature of present and expected competition; 
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors.  This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search 
for and enter into potential business opportunities.   
     
   The search for a target company will not be restricted 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 the Company 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 the Company may offer.  

   In implementing a structure for a particular business acquisition, the 
Company 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 the Company will no longer 
be in control of the Company.  In addition, it is likely that the officer 
and director of the Company 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.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.  

   While the terms of a business transaction to which the Company 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.

   The Company 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.

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.        

2012 Year-End Analysis

      The Company has received no income, has had no operations 
nor expenses, other than Delaware state fees and accounting fees 
as required for incorporation and for the preparation of the 
Company's financial statements.  

     As of December 31, 2012, Sandgate had not generated revenues and had 
no income or cash flows from operations since inception.  At December 31,
2012, Sandgate had sustained net loss of $1,357, and had accumulated 
a deficit of $1,357.


I
tem 8.  Financial Statements and Supplementary Data

     The financial statements for the year ended December 31, 2012 
are attached hereto.


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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.


Item 9A.   Controls and Procedures

    Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design 
and operation of its disclosure controls and procedures pursuant to 
Exchange Act Rules.  This evaluation  was done as of the end of the fiscal 
year under the supervision and with the participation of the Company's 
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other 
factors that could significantly affect internal controls subsequent to 
the date of the evaluation.  Based upon that evaluation, he believes that 
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information 
required to be disclosed by the Company in its periodic reports is recorded, 
summarized and processed timely.  The principal executive officer 
is directly involved in the day-to-day operations of the Company. 

Management's Report of Internal Control over Financial Reporting

     The Company is responsible for establishing and maintaining 
adequate internal control over financial reporting in accordance with 
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's 
officer, its president, conducted an evaluation of the 
effectiveness of the Company's internal control over financial reporting 
as of December 31, 2012, based on the criteria establish in Internal 
Control Integrated Framework issued by the Committee of Sponsoring 
Organizations of the Treaedway Commission.  Based on this evaluation, 
management concluded that the Company's internal control over financial 
reporting was effective as of December 31, 2012, based on those criteria.
A control system can provide only reasonably, not absolute, assurance 
that the objectives of the control system are met and no evaluation 
of controls can provide absolute assurance that all control issues have 
been detected.

	Anton & Chia the independent registered public accounting 
firm for Sandgate, has not issued an attestation report on the 
effectiveness of Sandgate's internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

	There have been no changes in the Company's internal controls over 
financial reporting  during its fourth fiscal quarter that have materially 
affected, or are reasonably likely to materially affect, its internal 
control over financial reporting.


Item 9B.  Other information

      Not applicable.


                             PART III


Item 10.  Directors, Executive Officers, and Corporate Governance; 
	  

     The Directors and Officers of the Company are as follows:

      Name                Age       Positions and Offices Held
     -----------------    -----------
     James Cassidy         77       President, Secretary, Director
     James McKillop	   53       Vice President, Director

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.

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

     Set forth below are the names of the directors and officers of 
the Company, all positions and offices with the Company held, the
period during which they have served as such, 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 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.

    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 various 
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, evaluating and determining a suitable target 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 in creating additional
similar companies.  The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified 
as a blank check company until completion of a business combination. 

     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.

     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 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.

     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 December 3, 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.

     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.
 
     Greenmark Acquisition Corporation:  Form 10 filed on May 23, 2008, 
file number 000-53259.  Mr. Cassidy is the sole officer and director
and Mr. McKillop is an employee of the corporation.  Mr. Cassidy and Mr.
McKillop are the only shareholders and each is the indirect beneficial
shareholder of 500,000 shares. 

    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 has been 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 has been changed to Bristol 
Rhace Natural Resource Corporation
       
      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 has been 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 ofices
and as directors.   The name of the corporation was changed to 
GreenPower International Group, Ltd.

    Cottonwood Acquisition Corporation:  Form 10 filed on June 2, 
2011, file number 000-54425.  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 ofices
and as directors.  The name of the corporation was changed to 
Greenpower International Group, Inc.

     Driftwood Acquisition Corporation:  Form 10 filed on June 2, 
2011, file number 000-54426.  Mr. Cassidy and Mr. McKillop were the only 
shareholders and each was indirect beneficial owner of 10,000,000 shares
at the time covered by this report.  Subsequent to this period covered
by this report, 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 ofices 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 at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, 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.  
First Rate Staffing Corporation filed a Form 8-K noticing a business 
combination in the form of a merger with First Rate Staffing, LLC and 
First Rate Staffing, Inc. (Nevada) and a change in its status on 
November 13, 2012.

     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 at a per
share redemption price at par of $.0001, the issuance of 1,000,000 
additional shares of common stock at a per share price at par of $.0001, 
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 at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock at
a per share price at par of $.0001, 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.  Xtreme 
Healthcare Corporation filed a Form 8-K noticing a business combination 
in the form of a stock-for-stock acquisition with Xtreme Care Ambulance 
Inc. and a change in its status on November 13, 2012.

24
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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 at a per share redemption price at par of $.0001, 
the issuance of 1,000,000 additional shares of common stock at a per 
share price at par of $.0001, 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 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 January
4, 2013, Silverwood Acquisition Corporation filed a Form 8-K noticing the 
change of control effected December 20, 2012 with the redemption of an 
aggregate of 19,500,000 shares of the then outstanding 20,000,000 
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, 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. 

     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 ata per share redemption price at par of $.0001, 
the issuance of 1,000,000 additional shares of common stock at a per 
share price at par of $.0001, 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. On June 6, 
2012, Yellowwood Acquisition Corporation filed a Form 8-K noticing a 
business combination in the form of a merger with Ameri Metro, Inc. 
which included a change of the name of Yellowwood Acquisition Corporation 
as the surviving corporation to Ameri Metro, Inc. and a change in its 
status.

     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 at a per share redemption price at par of $.0001, the 
issuance of 1,000,000 additional shares of common stock at a per share
price at par of $.0001, 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.

     Sandgate 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, Harwood 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 at a per share redemption price at par of 
$.0001, 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 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 16, 2012, Lightwood 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 Greenpro Resources Corporation.

     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 15, 
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 at a per share redemption price at par of 
$.0001, the issuance of 10,500,000 additional shares of common stock
at a per share price at par of $.0001, 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 at a per share redemption price at par of $.0001, 
the issuance of 19,500,000 additional shares of common stock at a per 
share price at par of $.0001, 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 at a per share redemption price at par of $.0001, 
the issuance of 2,774,126 additional shares of common stock at a
per share price at par of $.0001, 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 at a per share redemption
price at par of $.0001, the issuance of 19,500,000 additional shares 
of common stock at a per share price at par of $.0001, 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 at a per share redemption price at par of $.0001, 
the issuance of 1,000,000 additional shares of common stock at a
per share price at par of $.0001, 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 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, 2012, Saddletree 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 at a per share redemption price at par of $.0001, issuance of 
1,000,000 additional shares of common stock at a per share price at
par of $.0001, 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 Go Green Smokeless Oil International Inc.

     Whiffletree Acquisition Corporation: Form 10 filed on May 30, 
2012, file number 000-54724.  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, 2012, Whiffletree Acquisition Corporation filed a Form 8-K 
noticing the change of control with the redemption of an aggregate of 
19,750,000 shares of the then outstanding 20,000,000 shares of common 
stock at a per share redemption price at par of $.0001, the issuance 
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new 
officers.  Mr. Cassidy and Mr. McKillop each beneficially retained 
125,000 shares of stock.  Messrs. Cassidy and McKillop each resigned 
from all offices and as directors. The name of the corporation was 
changed to Whoopass Poker Corporation.

     Backgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54824.  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 26, 2013, Backgate 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 at a per share redemption price at par of $.0001, the issuance 
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, 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 JMJP Partners, Inc.

     Beachgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54825.  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 
MArch 28, 2013, Beachgate 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 at a per share redemption price at par of $.0001, the issuance 
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, 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 Essential Telecommunications, Inc.

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:

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

      The blank check companies with which management (including
the directors) is involved are identical except for the name.  As and 
when created, no one blank check company offers management any more 
favorable terms.  After Tiber Creek engages a private company that 
wishes to become a public company and the decision is made to 
utilize a blank check company as part of that process, the client
will choose one of the blank check companies, based solely upon the 
name as all other terms are identical.  Thus no conflict of interest 
arises for management between any of the blank check companies.

     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.  

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

     Tiber Creek Corporation will pay, without repayment, all 
expenses incurred by Sandgate until a  change in control is effected.
There is no written agreement between Tiber Creek Corporation and 
Sandgate.  Tiber Creek is owned by James Cassidy and James Cassidy is 
also one of the two shareholders and directors of Sandgate.  Through 
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will 
fund the expenses of Sandgate until the consummation of a change in
control.  Because of the absence of any on-going operations, 
these expenses are anticipated to be relatively low.

	Code of Ethics.  The Company has not at this time adopted a 
Code of Ethics pursuant to rules described in Regulation S-K.  The 
Company has two persons who are the only shareholders and who serve as 
the directors and officers. The Company has no operations or business and 
does not receive any revenues or investment capital.  The adoption of an 
Ethical Code at this time would not serve the primary purpose of such a 
code to provide a manner of conduct as the development, execution and 
enforcement of such a code would be by the same persons and only 
persons to whom such code applied.  Furthermore, because the Company does 
not have any activities, there are activities or transactions which would 
be subject to this code.  At the time the Company enters 
into a business combination or other corporate transaction, the current 
officers and directors will recommend to any new management that such a 
code be adopted.  The Company does not maintain an Internet website on 
which to post a code of ethics.

	Corporate Governance.  For reasons similar to those described 
above, the Company does not have a nominating nor audit committee of the 
board of directors.  At this time, the Company consists of two shareholders 
who serve as the corporate directors and officers. The Company has no 
activities, and receives no revenues.  At such time that the Company enters 
into a business combination and/or has additional shareholders and a larger 
board of directors and commences activities, the Company will propose 
creating committees of its board of directors, including both a nominating 
and an audit committee.  Because there are only two shareholders of the 
Company, there is no established process by which shareholders to the 
Company can nominate members to the Company's board of directors.  
Similarly, however, at such time as the Company has more shareholders and 
an expanded board of directors, the new management of the Company may 
review and implement, as necessary, procedures for shareholder nomination 
of members to the Company's board of directors.   


Item 11.  Executive Compensation

     The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past.  The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.  

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

     The Company does not have a compensation committee for
the same reasons as described above.



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

     The following table sets forth, as of December 31, 2012, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company.  The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment 
power with respect to the shares shown.

Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock

James M. Cassidy (1)                 10,000,000               50%
215 Apolena Avenue
Newport Beach, CA 92662

James K. 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 (2 Persons)

     (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.



Item 13.  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 M. 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 M. Cassidy and
James McKillop may be  considered promoters.  Mr. Cassidy has provided
services to Sandgate without charge consisting of preparing and filing
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 14.  Principal Accounting Fees and Services.

	The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees.  
The Company's president has donated his time in preparation and 
filing of all state and federal required taxes and reports. 


Audit Fees

        The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial 
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:

                         December 31, 2012      
	                 -----------------      
                            	             

                            =======          
Audit-Related Fees          $ 750


	The Company does not currently have an audit committee serving 
and as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.




                        PART IV



Item 15.  Exhibits, Financial Statement Schedules

	There are no financial statement schedules nor exhibits filed 
herewith.  The exhibits filed in earlier reports and the Company's 
Form 10 are incorporated herein by reference.


<PAGE>




                 FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm	            1

	  
Balance Sheet as of December 31, 2012                               2
   	  
Statement of Operations for the period from July 23, 2012
 (Inception) to December 31, 2012	                            3
  	  
Statement of Changes in Stockholders' Equity for the Period
 from July 23, 2012 (Inception) to December 31, 2012                4

  	  
Statement of Cash Flows for the period from July 23, 2012
 (Inception) to December 31, 2012                                   5
  	  
Notes to Financial Statements                                      6-8
	


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") (a development stage company) as of
December 31, 2012, and the related statements of operations,
stockholders' equity and cash flows for the period from July 23, 2012
(Inception) through December 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 audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit 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 audit 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
December 31, 2012 and the results of its operations and its cash flows
from July 23, 2012 (Inception) through December 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
April 10, 2013

 


<PAGE>




                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                               BALANCE SHEET
                            As of December 31, 2012                    
                         

                       ASSETS                                              


                                                    December 31,
                                                        2012
                                                 -----------------

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

             LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Accounts payable and accrued liabilities     $           350  
                                                 -----------------
            Total Liabilities                    $           350  
                                                 -----------------

  Stockholders' Equity
    Preferred stock, $0.0001 par value,          $            -
    20,000,000 shares authorized; none
    outstanding
    Common Stock; $0.0001 par value,                       2,000
    100,000,000 shares authorized;
    20,000,000 shares issued and
    outstanding                                            
  Additional paid-in capital                               1,007
  Deficit accumulated during the 
    development stage                                     (1,357)
                                                 -----------------
          Total Stockholders' Equity             $         1,650
                                                 -----------------

          Total Liabilities 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 December 31, 2012

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

    Revenue                                      $              -

    Cost of revenue                                             -
                                                -----------------
                 Gross profit                                   -
                                                 =================

    Operating expenses                                      1,357
                                                 -----------------
    Operating Income (Loss)                                (1,357)
   
    Loss before Income Taxes                               (1,357)
   
    Income tax                                                  -
                                                 -----------------
    Net loss                                     $         (1,357)
                                                 =================

    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>
  

                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
   For the Period from July 23, 2012 (Inception) to December 31, 2012





<TABLE>
<CAPTION>
                                                                Deficit
                                                                Accumulated
                             Common Stock           Additional  During the    Total
                          -----------------------   Paid-In     Development   Stockholders'
                          Shares        Amount      Capital     Stage         Equity
<S>                       <C>           <C>         <C>         <C>           <C>

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

Issuance of common stock  20,000,000      2,000          -             -         2,000
  
Additional paid-in
  capital                      -              -       1,007             -        1,007

Net loss                       -              -          -        (1,357)       (1,357)
                          ==========     =======    =======     =========      =========
Balance, 
 December 31, 2012        20,000,000    $ 2,000     $ 1,007      $(1,357)      $ 1,650
                          ==========     =======    =======     =========      =========

</TABLE>




 The accompanying notes are an integral part of these financial statements

                                     4


<PAGE>
  

                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                          STATEMENT OF CASH FLOWS
                              For the Period
          from July 23, 2012 (Inception) to December 31, 2012


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

OPERATING ACTIVITIES

   Net loss                                      $        (1,357)
                                                 ------------------

   Changes in Operating Assets and Liabilities
       Accrued liabilities                                   350
                                                 ------------------
       Net cash used in operating activities              (1,007)
                                                 ------------------
FINANCING ACTIVITIES

   Proceeds from issuance of common stock                  2,000
   Proceeds from stockholders' contribution                1,007
                                                 ------------------
         Net cash provided by financing activities         3,007
                                                 ------------------
   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 the 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. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target 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 target 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 the Company
will be successful in locating or negotiating with any target company. The
Company 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 December 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 December 31, 2012.


                                     6


<PAGE>
                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                     Notes to the 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 December 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 December 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.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.

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 target company with the
Company.  

                                     7


<PAGE>
                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                     Notes to the 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

Effective January 2012, the Company adopted ASU No. 2011-04,
Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU
2011-04 represents the converged guidance of the Financial Accounting
Standards Board (FASB) and the International Accounting Standards
Board (IASB) on fair value measurement. A variety of measures are
included in the update intended to either clarify existing fair value
measurement requirements, change particular principles requirements for
measuring fair value or for disclosing information about fair value
measurements. For many of the requirements, the FASB does not intend to
change the application of existing requirements under Accounting
Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU
2011-04 was effective for interim and annual periods beginning after
December 15, 2011. The adoption of this update did not have a material
impact on the financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05,
Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is
intended to increase the prominence of items reported in other
comprehensive income and to facilitate convergence of accounting
guidance in this area with that of the IASB. The amendments require that
all nonowner changes in shareholders' equity be presented in a single
continuous statement of comprehensive income or in two separate but
consecutive statements. In December 2011, the FASB issued ASU No.
2011-12, Comprehensive Income (Topic 220): Deferral of the Effective
Date for Amendments to the Presentation of Reclassifications of Items 
Out of Accumulated Other Comprehensive Income in Accounting Standards
Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions
of ASU 2011-05 that require the presentation of reclassification
adjustments on the face of both the statement of income and statement 
of other comprehensive income. Amendments under ASU 2011-05 that were
not deferred under ASU 2011-12 will be applied retrospectively for 
fiscal years, and interim periods within those years, beginning after 
December 15, 2011. The adoption of this update did not have a material 
impact on the financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU
2011-11). The amendments in ASU 2011-11 require the disclosure of
information on offsetting and related arrangements for financial and
derivative instruments to enable users of its financial statements to
understand the effect of those arrangements on its financial position.
Amendments under ASU 2011-11 will be applied retrospectively for fiscal
years, and interim periods within those years, beginning after January 1,
2013. The Company is evaluating the effect, if any; adoption of ASU
2011-11 will have on its consolidated financial statements. 

In February 2013, the FASB issued ASU No. 2013-02, Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive (ASU
2013-02). This guidance is the culmination of the FASB's deliberation on
reporting reclassification adjustments from accumulated other
comprehensive income (AOCI). The amendments in ASU 2013-02 do not
change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of
amounts reclassified out of AOCI in its entirety, by component, on the 
face of the statement of operations or in the notes thereto. Amounts 
that are not required to be reclassified in their entirety to net income 
must be cross referenced to other disclosures that provide additional 
detail. This standard is effective prospectively for annual and interim 
reporting periods beginning after December 15, 2012. The Company is 
evaluating the effect, if any, the adoption of ASU 2013-02 will have 
on its financial statements 

                                     7


<PAGE>
                      Sandgate Acquisition Corporation
                       (A DEVELOPMENT STAGE COMPANY)
                     Notes to the 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 December 31, 2012,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.

On July 31, 2012, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.



<PAGE>


 
                 SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                              SANDGATE ACQUISITION CORPORATION


                              By:   /s/ James M. Cassidy         
                                        James M. Cassidy, President
					Principal executive officer
Dated:  April 11, 2013
				

                              By:   /s/ James M. Cassidy         
                                        James M. Cassidy, President
					Principal financial officer

Dated:  April 11, 2013


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

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            April 11, 2013




<PAGE>





                             

                            EXHIBIT 32



CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of Sandgate Acquisition Corporation
 (the "Company"), hereby certify to my knowledge that:

The Report on Form 10-K for the year ended December 31, 
2012 of the Company fully complies, in all material respects, 
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the 
Report fairly represents, in all material respects, the 
financial condition and results of operations of the Company.

A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange 
Commission or its staff upon request.


                             /s/ James Cassidy
                                 Chief Executive Officer
                                 Chief Financial Officer
Date: April 11, 2013




                                                       EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302 


I, James Cassidy, certify that:

1.   I have reviewed this Form 10-K of Sandgate Acquisition
     Corporation.

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

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

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

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

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

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

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

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

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

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

      Date: April 11, 2013             /s/ James Cassidy
                                          
                                          Chief Executive Officer and
                                          Chief Financial Officer