sunstock-nt10q033114.htm


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

 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 

 
(Check one):
 
 o Form 10-K o  Form 20-F o  Form 11-K  ý   Form 10-Q    Form 10-D o  Form N-SAR o  Form N-CSR
     
    For Period Ended:   March 31, 2014
     
   
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:
 

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

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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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

o
(c)
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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report thereof, could not be filed within the prescribed time period.
 
Our management requires additional time to prepare our Quarterly Report on Form 10-Q for the period ended March 31, 2014, which could not be completed without incurring undue hardship and expense.  We anticipate filing our complete Quarterly Report on Form 10-Q for the period ended March 31, 2014, on or about May 20, 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 answer is no, identify report(s).     Form 10-K for the year ended December 31, 2013.
   
Yes o     No x
     
(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 o     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.

         
Date: May 13, 2014
 
By:
/s/ Jason C. Chang
     
Jason C. Chang
     
President, Chief Financial Officer, and Chairman