0001021432-13-000200.txt : 20130903
0001021432-13-000200.hdr.sgml : 20130902
20130723170340
ACCESSION NUMBER: 0001021432-13-000200
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130507
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
FILED AS OF DATE: 20130723
DATE AS OF CHANGE: 20130723
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Percipience Global Corp
CENTRAL INDEX KEY: 0001559132
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54833
FILM NUMBER: 13981864
BUSINESS ADDRESS:
STREET 1: 36 WEST MAIN STREET
STREET 2: SUITE 109
CITY: ROCHESTER
STATE: NY
ZIP: 14614
BUSINESS PHONE: 248-593-5000
MAIL ADDRESS:
STREET 1: 36 WEST MAIN STREET
STREET 2: SUITE 109
CITY: ROCHESTER
STATE: NY
ZIP: 14614
FORMER COMPANY:
FORMER CONFORMED NAME: Wallgate Acquisition Corp
DATE OF NAME CHANGE: 20120927
8-K
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form8ka050813pgc.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 7, 2013
Date of Report
(Date of Earliest Event Reported)
PERCIPIENCE GLOBAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
WALLGATE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-54833 46-1873979
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
7 Gale Drive
Valley Stream, New York 11581
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
888-906-8875
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On May 8, 2013, Percipience Global Corporation (formerly Wallgate
Acquisition Corporation) (the "Registrant" or the "Company") issued 1,000,000
shares of its common stock pursuant to Section 4(2) of the Securities Act of
1933 at par representing 67% of the total outstanding 1,500,000 shares of
common stock.
ITEM 5.01 Changes in Control of Registrant
On May 7, 2013, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
October 10, 2012 as supplemented by the information contained in this
report.
The Registrant intends to deliver income and growth via a residential
real estate backed investment, which affords the investor an interest in
(a) unencumbered, debt-free, pre-screened residential real estate security
(b) a consistent and reliable annual yield via government-assurance rental
income and (c) the opportunity for additional capital appreciation with the
recovery of the residential real estate market. The Registrant plans to
develop its business model utilizing the principle of absolute returns aiming
to produce positive returns regardless of the direction of traditional
equity/debt markets. The Registrant anticipates that field operations
will be conducted by a property management firm with a 50-year operating
history.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors
On May 7, 2013, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On May 7, 2013, James McKillop resigned as the Registrant's vice
president and director.
On May 7, 2013, Gordon Drucker was named as the director of the
Registrant.
On May 7, 2013, Gordon Drucker was appointed President of the
Registrant.
Gordon Drucker serves as the sole officer and director of the Registrant.
Since 1986, Mr. Drucker has been actively involved in the purchase,
rehabilitation, rental and sale of real estate on an individual and corporate
basis. Mr. Drucker is the founder and Managing Member of Executive Realty,
an operating New York City based development company that owns and manages
various real estate properties across the North Eastern region of the United
States including single family homes, retail strip malls, office buildings,
multifamily houses and apartment buildings. In addition, for the past seven
years, Mr. Drucker has been Portfolio Manager for Homes Direct, a regional
housing development firm located in Queens, New York with responsibilities
including the development and continued management of over 250 residential
housing units, an assortment of homes ranging from traditional single family
to six-family units, both on a new construction and rehabilitation basis.
Over 45% of the homes held with that portfolio are leased by government-based
tenants. Mr. Drucker has a special expertise with government based tenant
rentals. Mr. Drucker received his Bachelor of Arts Degree in Business
Administration in 1979 from the State University of New York at New Paltz.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
PERCIPIENCE GLOBAL CORPORATION
(formerly Wallgate Acquisition Corporation)
Date: July 22, 2013 /s/ Gordon Drucker
President
COVER
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filename2.txt
Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
----------
Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
July 23, 2013
Era Anagnosti
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Percipience Global Corporation
Form 8-K
File No. 054833
Gentlemen/Mesdames:
In response to the letter of comment of June 19,
2013 from the Securities and Exchange Commission to
Percipience Global Corporation regarding the filing of its
Form 8-K,the amended Form 8-K is filed herewith and the
Company responds to those comments as follows:
1. The change in control did not involve any
acquisition nor merger and was a simple issuance of stock
pursuant by which the new shareholders became the majority
and controlling shareholders. New officers and directors
of the Company were elected. The Company remains a shell
company with no operations and will remain so until a merger
or other business combination is effected.
On April 22, 2013, Tiber Creek Corporation, a company owned
by a 50% shareholder of the Registrant, entered into an agreement
with Gordon Drucker for assistance in the effecting of
transactions intended to company to be determined by Mr. Druker
a reporting company.
Tiber Creek Corporation assists companies in becoming public
companies either by the filing of a registration statement, typically
on Form S-1,or by the merger of such company with an on-going
(albeit without operations) reporting company. The Registrant
did not enter into any agreement for the change in control.
2. The amended Form 8-K has been amended to include the
Registrant's telephone number.
The company acknowledgement letter is filed herewith.
Sincerely,
/s/ Lee W. Cassidy
CORRESP
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filename3.txt
Percipience Global Corporation
7 Gale Drive
Valley Stream, NY 11581
----------
July 22, 2013
Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549
Re: Percipience Global Corporation
To the Securities and Exchange Commission:
Percipience Global Corporation (the "Company") has filed its Form 8-K/A and
in regard to such filing acknowledges that:
The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
The comments of the Staff of the Securities and Exchange Commission
or changes to the disclosure in response to such comments do not foreclose
the Commission from taking any action with respect to the filing; and
The Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Sincerely,
Percipience Global Corporation
By: Gordon Drucker
President