Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 01 2019 - 6:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ]
Form N-CSR
For
Period Ended:
December 31, 2018
[ ]
Transition Report on Form 10-K
[ ]
Transition Report on Form 20-F
[ ]
Transition Report on Form 11-K
[ ]
Transition Report on Form 10-Q
[ ]
Transition Report on Form N-SAR
For
the Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
Sunstock,
Inc.
Full
Name of Registrant
Sandgate
Acquisition Corporation
Former
Name if Applicable
111
Vista Creek Circle
Address
of Principal Executive Office (Street and Number)
Sacramento,
California 95835
City,
State and Zip Code
PART
II – RULES 12B-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
[X]
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense;
[X]
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
None.
PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Our
management requires additional time to prepare our Annual Report on Form 10-K for the period ended December 31, 2018, which could
not be completed without incurring undue hardship and expense. We anticipate filing our complete Annual Report for the period
ended December 31, 2018 on or before April 15, 2019.
PART
IV – OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this notification
|
Jason
C. Chang
|
|
(916)
|
|
860-9622
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
(2)
|
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s). Yes [X] No [ ]
|
|
|
(3)
|
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [ ]
No [X]
|
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Sunstock,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:
April 1, 2019
|
By:
|
/s/
Jason C. Chang
|
|
|
Jason
C. Chang
|
|
|
President,
Chief Financial Officer and Chairman
|
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