SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: December 31, 2021
☐ 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
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)
☒ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒ (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.
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, 2021, which could not be completed without incurring undue hardship and expense. We anticipate filing our complete Annual Report for the period ended December 31, 2021 on or before April 15, 2022.
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 ☒ 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 ☐|
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.
Revenues will increase for the year ended December 31, 2021 as compared to the year ended December 31, 2020 due to increased sales at Mom’s Silver Shop with a related increase in cost of sales. Professional fees, compensation expense, and other operating expenses for the year ended December 31, 2021 will decrease. Lawsuit judgment will increase for the year ended December 31, 2021. Other income (expense) will change to net other expense for the year ended December 31, 2021 compared to net other income for the year ended December 31, 2020 due to less gain on the sale of precious metals, an unrealized loss on in precious metals compared to a prior year unrealized gain, a greater loss from settlement of debt with related party, no gain from settlement of debt compared to a prior year gain, and no change in fair value of derivative liability compared to a prior year gain in the change of the fair value of derivative liability. The Company expects to report net loss for the year ended December 31, 2021 as compared to net income for the year ended December 31, 2020. The Company is not able to quantify the changes at this time.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: March 31, 2022||By:||/s/ Jason C. Chang|
|Jason C. Chang|
|President, Chief Financial Officer and Chairman|