0001021432-13-000202.txt : 20130809
0001021432-13-000202.hdr.sgml : 20130809
20130809105436
ACCESSION NUMBER: 0001021432-13-000202
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130718
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
FILED AS OF DATE: 20130809
DATE AS OF CHANGE: 20130809
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sunstock, Inc.
CENTRAL INDEX KEY: 0001559157
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 461856372
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54830
FILM NUMBER: 131025017
BUSINESS ADDRESS:
STREET 1: 111 VISTA CREEK CIRCLE
CITY: SACRAMENTO
STATE: CA
ZIP: 95935
BUSINESS PHONE: 916-860-9622
MAIL ADDRESS:
STREET 1: 111 VISTA CREEK CIRCLE
CITY: SACRAMENTO
STATE: CA
ZIP: 95935
FORMER COMPANY:
FORMER CONFORMED NAME: Sandgate Acquisition Corp
DATE OF NAME CHANGE: 20120927
8-K/A
1
form8ka080613sunstock.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 18, 2013
Date of Report
(Date of Earliest Event Reported)
SUNSTOCK, INC.
(Exact Name of Registrant as Specified in its Charter)
SANDGATE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-54830 46-1856372
(State or other (Commission File Number) (IRS Employer
of incorporation) Identification No.)
jurisdicton
111 Vista Creek Circle
Sacramento, California 95835
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
916-860-9622
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On July 19, 2013, Sunstock, Inc. (formerly Sandgate Acquisition
Corporation) (the "Registrant" or the "Company") issued issued 1,000,000
shares of its common stock to Jason C. Chang pursuant to Section 4(2) of
the Securities Act of 1933 at par representing 67% of the total outstanding
1,500,000 shares of common stock.
With the issuance of the 1,000,000 shares of stock and the
redemption of 19,500,000 shares of stock (discussed below), the Company
effected a change in its control and the new majority shareholder(s) elected
new management of the Company. The Company intends to develop by
future acquisitions but no agreements have been reached regarding any
acquisition or other business combination. The Company changed its name
as part of the change in control. When the Company makes any
acquisition or other business combination, the Company will file a
Form 8-K but until such time the Company remains a shell company
seeking an acquisitions or business combinations.
ITEM 5.01 Changes in Control of Registrant
On July 18, 2013, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
October 10, 2012 as supplemented by the information contained in this
report.
The Registrant intends to develop the Company for the acquisition and
operation of hotels and residential properties in the high demand areas of
California, particularly Southern California and the San Francisco Bay Area.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On July 18, 2013, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On July 18, 2013, James McKillop resigned as the Registrant's vice
president and director.
On July 18, 2013, Jason C. Chang and Dr. Ramnik S. Clair were named
as the directors of the Registrant.
On July 18, 2013, Jason C. Chang was appointed Chief Executive Officer
and President of the Registrant and Dr. Ramnik S. Clair was appointed Senior
Vice President.
Jason C. Chang serves as a director and Chief Executive Officer and
President of the Registrant. Mr. Change began his career in the hospitality
industry as a child and continuing as an adult working in the family business
operating several hotels throughout California. Mr. Chang has now had over
20 years hospitality management experience. In addition, as an entrepreneur,
Mr. Chang has helped fund numerous startup companies, primarily related to
the technology sector.
Dr. Ramnik S. Clair serves as a director and Senior Vice President of
the Registrant. Dr. Clair received his medical degree in India and emigrated
to the United States in 1983. He completed his medical residency in New York
and has subsequently served in his medical practice as a solo practitioner.
Dr. Clair intends to assist the Company in building long term relationships
with its client base.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
SUNSTOCK, INC.
Date: August 9, 2013 /s/ Jason C. Chang
President