sunstock-nt10k123113.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 

 
(Check One):  xForm 10-K     oForm 11-K     oForm 20-F     oForm 10-Q     oForm N-SAR

For Period Ended: December 31, 2013

o  Transition Report on Form 10-K
o  Transition Report on Form 20-F
o  Transition Report on Form 11-K
o  Transition Report on Form 10-Q
o  Transition Report on Form N-SAR
For the Transition Period Ended:                                                             
 
Read attached instruction sheet before preparing form. Please print or type.

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
RULE 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.)

(a)   x The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)   o The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th 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)   o The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III
NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Sunstock, Inc. (the "Company") is filing this report for a 15-day extension for filing its Annual Report on Form 10-K for the period ended December 31, 2013. The Company has experienced delays in gathering and compiling the information necessary to draft a complete and accurate Form 10-K. As a result of the delays, the Company is not able to file its Form 10-K by the prescribed filing date without unreasonable effort and expense. The Company currently anticipates that it will be able to file the Form 10-K on or before the extended deadline of April 15, 2014.
 
 
 

 
 
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 the answer is no, identify report(s).  
x Yes o 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?    
oYes  x No
 
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)
 
Sunstock, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: March 26, 2014
/s/ Jason C. Chang
   
 
Jason C. Chang
   
  President, Chief Financial Officer, and Chairman