UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
JK ACQUISITION CORP.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
47759H 304
(CUSIP Number)
Randall W. Heinrich
8 Greenway Plaza, Suite 818
Houston, Texas 77046
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2009
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 13d-1(e), Sections 13d-1(f), or Sections 13d-1(g),
check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 47759H 304
________________________________________________________________________________
1) Names of Reporting Person
Golden Gate Homes, Inc.
S.S. or I.R.S. Identification No. of Above Person (entities only)
80-0491743
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds:
WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________________________
6) Citizenship or place of Organization:
Delaware
________________________________________________________________________________
(7) Sole Voting Power
Number of 123,210,688
Shares
Bene-
ficially ______________________________________________________________________
owned by (8) Shared Voting Power
Each -0-
Report-
ing Person _____________________________________________________________________
With (9) Sole Dispositive Power
123,210,688
______________________________________________________________________
(10) Shared Dispositive Power
-0-
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
123,210,688
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
96.5%
________________________________________________________________________________
14) Type of Reporting Person
CO
CUSIP No. 47759H 304
________________________________________________________________________________
1) Names of Reporting Person
Steven L. Gidumal
S.S. or I.R.S. Identification No. of Above Person (entities only)
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds:
AF
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________________________
6) Citizenship or place of Organization:
USA
________________________________________________________________________________
(7) Sole Voting Power
Number of -0-
Shares
Bene-
ficially ______________________________________________________________________
owned by (8) Shared Voting Power
Each 123,210,688
Report-
ing Person_____________________________________________________________________
With (9) Sole Dispositive Power
-0-
______________________________________________________________________
(10) Shared Dispositive Power
123,210,688
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
123,210,688
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
96.5%
________________________________________________________________________________
14) Type of Reporting Person
IN
CUSIP No. 47759H 304
________________________________________________________________________________
1) Names of Reporting Person
Tim Wilkens
S.S. or I.R.S. Identification No. of Above Person
(entities only)
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds:
AF
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________________________
6) Citizenship or place of Organization:
USA and Ireland
________________________________________________________________________________
(7) Sole Voting Power
Number of -0-
Shares
Bene- ______________________________________________________________________
ficially (8) Shared Voting Power
owned by 123,210,688
Each
Report- _____________________________________________________________________
ing Person (9) Sole Dispositive Power
With -0-
______________________________________________________________________
(10) Shared Dispositive Power
123,210,688
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
123,210,688
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
96.5%
________________________________________________________________________________
14) Type of Reporting Person
IN
CUSIP No. 47759H 304
________________________________________________________________________________
1) Names of Reporting Person
Brandon Birtcher
S.S. or I.R.S. Identification No. of Above Person (entities
only)
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds:
AF
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________________________
6) Citizenship or place of Organization:
USA
________________________________________________________________________________
(7) Sole Voting Power
Number of -0-
Shares
Bene- ______________________________________________________________________
ficially (8) Shared Voting Power
owned by 123,210,688
Each
Report- _____________________________________________________________________
ing Person (9) Sole Dispositive Power
With -0-
______________________________________________________________________
(10) Shared Dispositive Power
123,210,688
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
123,210,688
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
96.5%
________________________________________________________________________________
14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
Common Stock ($.0001 par value) ("Common Stock") of JK Acquisition Corp., a
company incorporated under the laws of the state of Delaware (the "Company"),
which has its principal executive offices at 855 Bordeaux Way, Suite 200, Napa,
California 94558.
ITEM 2. Identity and Background
Item 2(a) Name:
This Statement is filed by Golden Gate Homes, Inc., a privately held
Delaware corporation ("Golden Gate"), Steven L. Gidumal, Tim Wilkens and Brandon
Birtcher. Golden Gate and Messrs. Gidumal, Wilkens and Birtcher are singly
referred to hereinafter as a "Reporting Person" and collectively as the
"Reporting Persons." Golden Gate owns outright 123,210,688 shares of the common
stock of the issuer. Under applicable regulations, Golden Gate is deemed to
have beneficial ownership of the shares it owns outright. Golden Gate has the
power to vote or direct the disposition of all of the shares of which it is
deemed to have beneficial ownership. Such power is exercised through its Board
of Directors, which is elected by its stockholders. Messrs. Gidumal and
Birtcher, and two trusts of which Tim Wilkens is the trustee own all of the
outstanding stock in Golden Gate. In addition, Messrs. Gidumal and Wilkens
serve on its Board of Directors. As such, Messrs. Gidumal, Wilkens and Birtcher
have the power over all voting and investment decisions of Golden Gate, and
therefore may be deemed to share beneficial ownership of the shares deemed
beneficially owned by Golden Gate. By virtue of their ownership of or ability
to vote all of the outstanding stock in Golden Gate and their service as its
directors, each of Messrs. Gidumal, Wilkens and Birtcher may be deemed to
beneficially own the shares deemed beneficially owned by Golden Gate.
Item 2(b) Residence or business address:
The principal business address of each Reporting Person is 855 Bordeaux
Way, Suite 200, Napa, California 94558.
Item 2(c) Principal occupation:
Golden Gate is a recently formed corporation. It heretofore principally
been involved in organizational work related to a new business venture. It
intends to pursue this business venture through the Company. Mr. Gidumal is the
Company's Chairman of the Board and Chief Financial Officer and has been
principally engaged as founder, President and Portfolio Manager for Virtus
Capital, a firm based in Orlando, Florida and New York that invests in the
securities of companies in distressed and restructuring situations, including a
variety of real estate and financial institutions. Mr. Wilkens is the Company's
Chief Executive Officer and has been principally engaged as President of Great
Western Holdings, a business that is the western United States development
partner for Wyndham Worldwide, and in the past has partnered or been approved as
a partner for Fairmont Hotels, Marcus Hotels and Shell Vacations. Mr. Birtcher
is the Company's President and has been principally engaged as President and
sole owner of Birtcher Development & Investments, a leading West Coast
development company founded by his great-grandfather in 1939.
Item 2(d) Convictions:
During the last five years, no Reporting Person has been convicted in a
criminal proceeding.
Item 2(e) Proceedings:
During the last five years, no Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that,
as a result of such proceeding, subjected a Reporting Person to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 2(f) Citizenship:
Golden Gate is a Delaware corporation. Messrs. Gidumal and Birtcher are
United States citizens. Mr. Wilkens holds dual citizenship in the United
States and Ireland.
ITEM 3. Source and Amount of Funds or Other Consideration
Golden Gate acquired the 123,210,688 shares of Common Stock giving rise to
the filing of this statement directly from James P. Wilson and Keith D.
Spickelmier (then the Company's officers and directors) in a private transaction
for the payment of an aggregate purchase price of $312,500 with the use of
Golden Gate's own funds.
ITEM 4. Purpose of Transaction
Golden Gate acquired the shares of Common Stock that are the subject of
this Schedule 13D to pursue a business opportunity through the Company. More
information about this business opportunity will be contained in a Current
Report on Form 8-K to be filed in the future. In connection with the
acquisition of the shares of Common Stock that are the subject of this Schedule
13D, James P. Wilson resigned from the Company's Board of Directors, and Steven
L. Gidumal (a Reporting Person) was elected to the Board to fill the newly
created vacancy, to serve along with Keith D. Spickelmier, who remained as the
second director. Moreover, all of the Company's then serving officers resigned,
and the Company elected a new slate of officers comprised generally of Reporting
Persons.
Except as described in the following paragraph, Golden Gate acquired, and
Golden Gate intends to hold, its shares of Common Stock for investment, and does
not have any present plans or proposals that relate to or would result in: (i)
any acquisition by any person of additional securities of the Company, or any
disposition of securities of the Company; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board, except that the Reporting Person would like to add
qualified additional directors who could help the Company's business as these
persons can be found; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) any changes in the Company's charter,
by-laws, or other instruments corresponding thereto or other actions that may
impede the acquisition of control of the Company by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Company; (ix) any
termination of registration pursuant to section 12(g)(4) of the Act of a class
of equity securities of the Company; or (x) any action similar to any of those
enumerated above.
Notwithstanding the preceding paragraph, Golden Gate intends to seek to
cause the following:
1. to amend the Company's Second Amended and Restated Certificate of
Incorporation to change the name of the Company to "Golden Gate Homes, Inc.";
2. to amend the Company's Second Amended and Restated Certificate of
Incorporation to effect a 1-for-35 reverse stock split (the "Reverse Stock
Split") of Common Stock, in which every thirty-five shares of Common Stock
outstanding as of the effective date of the amendment will be converted into one
share of Common Stock;
3. in the event that the Reverse Stock Split is completed, to have the
Company procure additional "seed" money from the Company's management and
persons who have a relationship with management, which, together with the funds
used to acquire the Company shares described herein, is expected to total
approximately $1,000,000. (Currently, an additional approximately $687,500 is
expected to be contributed to the Company, or used to pay expenses on its
behalf, in exchange for the issuance by the Company of 1,926,000 post-split
shares of Common Stock.);
4. in the event that the Reverse Stock Split is completed, to have the
Company grant approximately 3,921,000 post-split shares of Common Stock to key
employees, consultants and persons with whom the Company may enter into
contractual relationships. (These shares would vest only upon the achievement of
well-defined success goals or the continued provision of services to the Company
for stipulated periods of time.);
5. in the event that the matters described in paragraphs 3 and 4
immediately above are completed, to return to the Company's treasury
approximately 3,257,898 post-split shares now owned by Golden Gate, to keep the
number of shares of Common Stock outstanding after the issuances described in
paragraphs 3 and 4 immediately above at a level favorable to the Company;
6. to have the Company undertake a major capital raising transaction
involving a scope, and terms and conditions, that are not at present
determinable; and
7. after the Company complies with Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14f-1 thereunder, to appoint Tim
Wilkens to the Company's Board of Directors to replace Keith D. Spickelmier, who
is expected to resign from the Board in due course, all as to be described in an
Information Statement to be filed in the future pursuant to the preceding
Section and Rule.
Notwithstanding anything else contained herein, Golden Gate may determine
to change its investment intent with respect to the Company at any time in the
future. In reaching any conclusion as to its future course of action, Golden
Gate will take into consideration various factors, such as the Company's
business and prospects, other developments concerning the Company, other
business opportunities available to Golden Gate, developments with respect to
the business of Golden Gate, and general economic and stock market conditions,
including, but not limited to, the market price of the Common Stock. Golden
Gate may, depending on other relevant factors, acquire additional shares of
Common Stock in open market or privately negotiated transactions, dispose of all
or a portion of its holdings of shares of Common Stock or change its intention
with respect to any or all of the matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
Golden Gate itself owns 123,210,688 shares of Common Stock for which it has
sole voting and investment power and for which it thus is the beneficial owner.
Golden Gate's power to vote or direct the disposition of its shares of Common
Stock is exercised through its Board of Directors, which is elected by its
stockholders. Messrs. Gidumal and Birtcher, and two trusts of which Tim Wilkens
is the trustee own all of the outstanding stock in Golden Gate. In addition,
Messrs. Gidumal and Wilkens serve on its Board of Directors. As such, Messrs.
Gidumal, Wilkens and Birtcher have the power over all voting and investment
decisions of Golden Gate, and therefore may be deemed to share beneficial
ownership of the shares deemed beneficially owned by Golden Gate. By virtue of
their ownership of all of the outstanding stock in Golden Gate and their service
as its directors, each of Messrs. Gidumal, Wilkens and Birtcher may be deemed to
beneficially own the shares deemed beneficially owned by Golden Gate. Except
for the purchase of Common Stock, no Reporting Person has effected any
transaction in or with respect to the Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 15, 2010
GOLDEN GATE HOMES, INC.
By: /S/ Steven L. Gidumal /S/ Steven L. Gidumal
------------------------- -------------------------
Name/Title: Steven L. Gidumal, Chief Steven L. Gidumal,
Financial Officer individually
/S/ Tim Wilkens /S/ Brandon Birtcher
- ------------------ -----------------------
Tim Wilkens Brandon Birtcher
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
(SEE 18 U.S.C. 1001).
SCHEDULES
Schedule I Joint Filing Agreement dated January 15, 2010 among the
signatories to this Schedule 13D.
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: January 15, 2010
GOLDEN GATE HOMES, INC.
By: /S/ Steven L. Gidumal /S/ Steven L. Gidumal
------------------------- -------------------------
Name/Title: Steven L. Gidumal, Chief Steven L. Gidumal,
Financial Officer individually
/S/ Tim Wilkens /S/ Brandon Birtcher
- ------------------ -----------------------
Tim Wilkens Brandon Birtcher