Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
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Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
January 30, 2013
Pamela A. Long
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Beachgate Acquisition Corporation
File No. File No. 0-54825
Dear Ms. Long:
Attached for filing with the Securities and Exchange
Commission in response to the Commission's letter of
November 6, 2012, is Amendment No. 1 to the Beachgate Acquisition
Corporation Form 10-12G.
The following response addresses the comment of the reviewing
staff of the Commission as set forth in its comment letter.
General
1. The Staff's comment is noted.
Facing Page
2. IRS Employer Identification number has been added.
Business
3. The disclosure has been added and appears in the
first paragraph.
4. The disclosure has been modified and appears on page
1 of the registration statement.
5. The disclosure has been modified and appears on page
1 of the registration statement.
Risk Factors
6. The document is prepared in Edgar ASCII format which
limits the choices in formatting. We have indented the
risk factors and not indented the headings to provide
clear distinction between the two.
7. The risk factors headings have been rewritten to clearly
state the risk, particularly risk factors number two, four,
seven, eleven, twelve and thirteen and appear beginning on
page 7.
8. The noted risk factor has been split and an additional
risk added which appears on page 11.
There is no Assurance that Beachgate will ever be profitable
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9. The disclosure has been amended and appears on page 12.
Plan of Operation
General Business Plan
10. The disclosure has been amended and appeaers on page 14.
11. The requested disclosure has been added and appears on
page 14.
12. The requested disclosure has been added and appears on
page 14.
13. The requested disclosure has been added and appears on
page 14.
14. The requested disclosure has been added and appears on
page 15.
Terms of a Business Combination
15. The requested disclosure has been added and appears on
page 16.
Security Ownership of Certain BEneficial Owners and Management
16. The requested disclosure has been amended and appears on
page 18.
Recent Blank Check Companies
17. The disclosure has been amended to add the specific business
combination transaction and the identity of the private
company. Many of the companies have not effected a business
combination. The value of the consideration given to Tiber
Creek in assisting a client to become a public company
is confidentially negotiated with each client of Tiber
Creek and Tiber Creek believes that the charges for its
services to independent clients do not impact on the
disclosure required by the Registrant.
Conflicts of Interest
18. The blank check companies with which management (including
the directors) is involved are identical except for the
name. As and when created, no one blank check company
offers management any more favorable terms. After Tiber
Creek engages a private company that wishes to become
a public company and then the decision is made to utilize
a blank check company as part of that process, the client
will choose one of the blank check companies, based solely
upon the name as all other terms are identical. Thus no
conflict of interest arises for management between any
of the blank check companies.
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19. The typographical errors in the noted disclosure have
been corrected and appear on page 26.
20. The disclosure has been updated and as a result the noted
paragraph is no longer applicable and has been deleted and
no longer appears on page 26.
21. As discussed in Comment No. 18, management does not feel
any conflict of interest arises with the blank check
companies. The errant incomplete sentence was inadvertantly
not deleted and such typographical error has been corrected
on page 26.
22. The disclosure has been corrected and appears on page 29.
Sincerely,
/s/ Lee W. Cassidy
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