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 1 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 2 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 3 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