Form 8-K filed October 25, 2010 |
| 1. | We note you disclose that you have not provided the financial statements of Macoy Capital Partners, Inc. as they do not meet the requisite significance levels. Please provide us with details of your significance test calculations. Reference is made to Rules 8-04 and 8-05 of Regulation S-X. Pursuant to our significance test calculations attached hereto as Exhibit A, since none of the test conditions under Rule 1-02(w)(1), (2) or (3) exceed 20%, no financial statements of Macoy Capital Partners, Inc. are required to be filed pursuant to Rule 3-05(b)(2)(i). |
Form 10-Q for the quarterly period ended September 30, 2010 General |
| 2. | We note your disclosure at Note 5 regarding the restatement of your financial statements. Please tell us how you determined it was not necessary to file amendments for any previously filed Form 10-K and Form 10-Q. Further, please tell us how you have complied with Item 4.02 of Form 8-K. Concurrently with the filing of this letter, the Company is filing Form 8-K in order to comply with Item 4.02 of Form 8-K. In addition, the Company is concurrently filing an amended Form 10-K for the year ended December 31, 2009 as well as amended Form 10-Q’s for the quarterly periods ended March 31, 2009, June 30, 2009, September 30, 2009, March 31, 2010 and June 30, 2010. |
In connection with our response to the Staff’s comments, we acknowledge that: |
| ● | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| ● | Staff comments or changes to disclosure in response to Staff 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 Unites States. |
| Global Gate | |||||||||||
| Analysis of Required Financial Statements/ Macoy Acquisition under REG S-X.T. | |||||||||||
| FY 2010 | |||||||||||
| RULE 3-05 Financial Statements fo Businesses Acquired or to be Acquired | |||||||||||
| �� | |||||||||||
| RULE 1-02 (w) Significant Subsidiary | |||||||||||
| RULE 1-02 (w)(1): | |||||||||||
| stock | |||||||||||
| Global Gate's Total Assets @ 12/31/09 | $ 196,481 | shares | price | ||||||||
| cash | 33,333.00 | 0.75 | |||||||||
| Estimated Investment in Macoy Capital Partners (51%) | $ 35,000 | $ 10,000 | $ 25,000 | ||||||||
| Investment in Macoy Capital Partners as % of Global Gate's Total Assets | 18% | ||||||||||
| RULE 1-02 (w)(2): | |||||||||||
Per tax return | |||||||||||
| Macoy Capital Partners's Total Assets @ 12/31/09 | $ 14,644 | ** | $ 41,774 | Includes 27,130 in start up costs that would be expensed for book purposes. | |||||||
| Global Gate's Total Assets @ 12/31/09 | $ 196,481 | ||||||||||
| Macoy's Total Assets as a % of Global Gate's Total Assets | 7% | ||||||||||
| RULE 1-02 (w)(3): | |||||||||||
| Macoy Capital Partners's Income from Continuing Ops (FY09) | $ 813 | ** | |||||||||
| Global Gate's Income from Continuing Ops (FY09) | 6,423 | ||||||||||
| As a % of Global Gate's Income from Continuing Ops (FY09) | 13% | ||||||||||
| CONCLUSION: | |||||||||||
| In accordance with Rule 1-02, Macoy Capital Partners would be deemed a signficant subsidary (>10% in any category) | |||||||||||
| In accordance with Rule 3-05 (b)(2)(ii), financial statements of Macoy Capital Partners are not required (<20%) | |||||||||||
| ** Based on Macoy Capital Partners's 2009 tax return | |||||||||||
