Washington, D.C. 20549




FORM 12b-25






(Check One): [X] Form 10-K [  ] Form 11-K [  ] Form 20-F [  ] Form 10-Q [  ] Form N-SAR


For Period Ended: December 31, 2016


[  ] 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: ___________________________


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:





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  







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.)


[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,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
[  ] (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.





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, 2016. 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 17, 2017.





(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 [  ] 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 [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.





(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 29, 2017 /s/ Jason C. Chang
  Jason C. Chang
  President, Chief Financial Officer, and Chairman