0001493152-20-018558.txt : 20200929 0001493152-20-018558.hdr.sgml : 20200929 20200929172312 ACCESSION NUMBER: 0001493152-20-018558 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 56 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200929 DATE AS OF CHANGE: 20200929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunstock, Inc. CENTRAL INDEX KEY: 0001559157 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 461856372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54830 FILM NUMBER: 201209779 BUSINESS ADDRESS: STREET 1: 111 VISTA CREEK CIRCLE CITY: SACRAMENTO STATE: CA ZIP: 95935 BUSINESS PHONE: 916-860-9622 MAIL ADDRESS: STREET 1: 111 VISTA CREEK CIRCLE CITY: SACRAMENTO STATE: CA ZIP: 95935 FORMER COMPANY: FORMER CONFORMED NAME: Sandgate Acquisition Corp DATE OF NAME CHANGE: 20120927 10-Q 1 form10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission file number 000-54830

SUNSTOCK, INC.

(Exact Name of Registrant as Specified in its Charter)

SANDGATE ACQUISITION CORPORATION

(Former Name of Registrant as Specified in its Charter)

Delaware

46-1856372

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

111 Vista Creek Circle

Sacramento, California 95835

(Address of principal executive offices) (zip code)

916-860-9622

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SSOK		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if smaller reporting company)		Smaller reporting company [X]

		Emerging growth company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

Class		Outstanding at September 29, 2020
Common Stock, par value $0.0001			2,714,677,703

Documents incorporated by reference: None

TABLE OF CONTENTS

Part I Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

Part II Other Information		28

Item 1.	Legal Proceedings	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

	Signatures	30

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed and Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019	4

Unaudited Condensed and Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	5

Unaudited Condensed and Consolidated Statements of Changes in Stockholders’ Equity (Deficit) as of June 30, 2020 and 2019	6

Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	7

Notes to Unaudited Condensed Financial Statements	8 - 21

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED BALANCE SHEETS

	June 30, 2020			December 31, 2019
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	62,956		$	153,635
Accounts receivable		219			21,180
Inventory – coins		238,376			134,995
Inventory – precious metals		421,783			397,873
Prepaid expenses		6,358			112,000

Total current assets		729,692			819,683

Property and equipment net		5,375			9,473
Right of use lease asset		44,447			49,596

Total assets	$	779,514		$	878,752

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	299,375		$	660,114
Operating lease liability – current		11,649			10,740
Preferred stock payable		550,000			150,000
Loans payable – related parties		42,500			60,742
Convertible notes payable, net of discount		-			906,935
Derivative liability - conversion feature		-			3,240,220
Total current liabilities		903,524			5,028,751
SBA loan		150,000			-
Operating lease liability – non-current		32,798			38,856
Total liabilities		1,086,322			5,067,607

Stockholders’ deficit					-
Preferred stock; $0.0001 par value, 1,500,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 2,319,677,703 and 1,292,135,603 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively		231,968			129,214
Receivable from shareholders		(50,200	)		(25,100	)
Additional paid - in capital		59,966,050			58,592,366
Accumulated deficit		(60,454,626	)		(62,885,335	)

Total stockholders’ deficit		(306,808	)		(4,188,855	)
Total liabilities and stockholders’ deficit	$	779,514		$	878,752

The accompanying notes are an integral part of the financial statements

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the three months ended

June 30,

For the six months ended

June 30,

2020 2019 2020 2019

Revenues $ 2,478,688 $ 1,058,818 $ 5,207,887 $ 1,926,256

Cost of revenue 2,437,421 1,015,491 5,105,490 1,829,404

Gross profit 41,267 43,327 102,397 96,852

Operating expenses

Professional fees 251,253 171,700 727,979 618,788

Compensation 180,988 7,524 707,473 4,045,394

Other operating expenses 39,142 19,772 67,682 51,808

Total operating expenses 471,293 198,996 1,503,134 4,715,990

Loss from operations (430,026 ) (155,669 ) (1,400,737 ) (4,619,138 )

Other income (expense)

Unrealized gain on investments in precious metals 84,875 14,515 23,910 12,178

Interest expense (18,302 ) (59,598 ) (25,342 ) (125,085 )

Interest expense related party (44 ) (2,420 ) (1,825 ) (14,029 )

Loss on settlement of related party debt - - (182,032 ) -

Gain from settlement of notes payable - - 776,315 -

Other income 1,000 - 1,000 -

Changes in fair value of derivative liability - 5,378,969 3,240,220 (1,342,529 )

Total other income (expense), net 67,529 5,331,466 3,832,246 (1,469,465 )

Income (loss) before provision for income taxes (362,497 ) 5,175,797 2,431,509 (6,088,603 )

Provision for income taxes - - 800 800

Net income (loss) $ (362,497 ) $ 5,175,797 $ 2,430,709 $ (6,089,403 )

Income (loss) per share - basic $ (0.00 ) $ 0.01 $ 0.00 $ (0.06 )

Income (loss) per share - diluted $ (0.00 ) $ 0.00 $ 0.00 $ (0.01 )

Weighted average number of common shares outstanding - basic 2,317,205,176 578,831,735 2,014,931,901 537,426,841

Weighted average number of common shares outstanding – diluted 2,317,205,176 1,041,413,591 2,908,668,164 537,426,841

The accompanying notes are an integral part of the financial statements

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

			Common		Additional Paid-			Shareholders			Accumulated
	Shares		Stock		In Capital			Receivable			Deficit			Total
Balance at December 31, 2018		382,117,449	$	38,212	$	49,816,650		$	-		$	(52,760,269	)	$	(2,905,407	)
Issuance of common stock for cash		195,000,000		19,500		59,850			-			-			79,350
Estimated fair value difference of common stock issued for cash below fair value		-		-		4,025,650			-			-			4,025,650
Net loss		-		-		-			-			(11,265,200	)		(11,265,200	)
Balance at March 31, 2019 (unaudited)		577,117,449	$	57,712	$	53,902,150		$	-		$	(64,025,469	)	$	(10,065,607	)
Issuance of common stock for cash		2,250,000		225		11,275			-			-			11,500
Net income		-		-		-			-			5,175,797			5,175,797
Balance at June 30, 2019 (unaudited)		579,367,449	$	57,937	$	53,913,425		$	-		$	(58,849,672	)	$	(4,878,310	)

Balance at December 31, 2019		1,292,135,603	$	129,214	$	58,592,366		$	(25,100	)	$	(62,885,335	)	$	(4,188,855	)
Issuance of common stock for cash and receivables		206,000,000		20,600		19,500			(25,100	)		-			15,000
Estimated difference in fair value of common stock issued for cash		-		-		421,200			-			-			421,200
Issuance of common stock for services		314,000,000		31,400		314,000			-			-			345,400
Issuance of common stock for services related party		80,000,000		8,000		200,000			-			-			208,000
Issuance of common stock for convertible notes		24,590,164		2,459		12,541			-			-			15,000
Issuance of common stock for related party notes payable		229,737,650		22,974		209,232			-			-			232,206
Estimated difference in fair value of common stock issued for related party note payable		-		-		182,032			-			-			182,032
Issuance of common stock for exercise of warrants (noncash transaction)		98,214,286		9,821		(9,821	)		-			-			-
Beneficial conversion feature of convertible note payable		-		-		25,000			-			-			25,000
Net income		-		-		-			-			2,793,206			2,793,206
Balance at March 31, 2020 (unaudited)		2,244,677,703	$	224,468	$	59,966,050		$	(50,200	)	$	(60,092,129	)	$	48,189
Issuance of common stock for cash		75,000,000		7,500		-			-			-			7,500
Net loss		-		-		-			-			(362,497	)		(362,497	)
Balance at June 30, 2020 (unaudited)		2,319,677,703	$	231,968	$	59,966,050		$	(50,200	)	$	(60,454,626	)	$	(306,808	)

The accompanying notes are an integral part of the financial statements

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30,
	2020			2019
OPERATING ACTIVITIES
Net income (loss)	$	2,430,709		$	(6,089,403	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Change in fair value of derivative liability		(3,240,220	)		1,342,529
Unrealized gain on investment in precious metals		(23,910	)		(12,178	)
Depreciation		4,098			2,848
Amortization of debt discount and issuance costs, net		-			5,889
Common stock issued for services including amortization of prepaid consulting		553,400			4,025,650
Excess of fair value of common stock issued for cash		421,200			-
Excess of fair value of common stock issued to related party upon conversion of notes payable		182,032			-
Amortization of beneficial conversion feature		25,000			-
Gain on settlement of convertible notes payable		(776,315	)		-
Changes in operating assets and liabilities
Accounts receivable		20,961			788
Inventory – coins		(103,381	)		(76,274	)
Prepaid expenses & services		105,642			477,488
Common stock payable		-			28,900
Accounts payable and accrued expenses		83,505			162,861
Net cash used in operating activities		(317,279	)		(130,902	)
INVESTING ACTIVITIES
Net cash used in investing activities		-			-

FINANCING ACTIVITIES
Proceeds from issuance of common stock		22,500			90,850
Proceeds from convertible notes payable		25,000			-
Payments on convertible notes payable		(564,738	)		-
Stock payable		400,000			-
Proceeds from SBA loan		150,000			-
Proceeds from notes payable related parties		193,838			-
Payments on notes payable related parties		-			(24,726	)
Net cash provided by financing activities		226,600			66,124

Net change in cash		(90,679	)		(64,778	)
Cash, beginning of period		153,635			84,439
Cash, end of period	$	62,956		$	19,661

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Interest	$	150,335		$	1,772
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH
Common stock issued in exchange for convertible notes	$	15,000		$	-

The accompanying notes are an integral part of the financial statements

SUNSTOCK, INC.

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On July 18, 2013, the Company changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the same date, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company.

On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company opened in February 2014. The Company opened its second retail store in May 2014. On August 21, 2014 the first store was forced to close due to below code electrical wiring the landlord had provided. Perishable inventory at this store was relocated to the second store as nonperishables were moved into storage along with fixed assets. The Company’s second store was relocated in December of 2015 under lease running through June 2017 and operated on a month to month lease from then until the store was closed in September 2018. The Company currently operates no variety retail stores.

On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. The Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.

The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations.

BASIS OF PRESENTATION

The accompanying condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.

BASIS OF PRESENTATION (CONTINUED)

The accompanying condensed and consolidated balance sheet at December 31, 2019, has been derived from audited condensed and consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP). The accompanying unaudited condensed and consolidated financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited condensed and consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the U.S. Securities and Exchange Commission (SEC) on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed and consolidated financial statements. The condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the six months ended June 30, 2020 are not necessary indicative of the results that may be expected for the year ended December 31, 2020 or any future periods.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2020 and December 31, 2019.

INVENTORIES

COLLECTIBLE COINS – MOM’S SILVER SHOP

The Company acquired the Retail Store in October 2018 to enter the market for collectible coins. The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $238,376 at June 30, 2020 compared to $134,995 at December 31, 2019.

At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.

PRECIOUS METALS AND COINS HELD FOR INVESTMENT - SUNSTOCK

Inventories of precious metals and coins held for investment at June 30, 2020 also include $421,783 of gold and silver bullion and bullion coins and $397,873 at December 31, 2019 and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory is subsequently recorded at fair market values on a quarterly basis. The fair value of the inventory is determined using pricing and data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventories are classified in Level 1 of the valuation hierarchy. The Company has continuously experienced a shortage of cash and has had significantly past due obligations. While the Company’s preference is to hold the silver bullion to achieve long-term gains, the bullion is available to pay current obligations should the Company not be able to raise cash through issuance of stock or notes payable. Thus, the Company believes that including the silver bullion in current assets under inventory is appropriate.

PRECIOUS METALS AND COINS HELD FOR INVESTMENT – SUNSTOCK (CONTINUED)

The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metals of $23,910 for the six months ended June 30, 2020 and an unrealized gain of $12,178 for the six months ended June 30, 2019.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are amortized at the lesser of the useful life of the asset or the lease term.

LONG-LIVED ASSETS

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2020 and 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

REVENUE RECOGNITION

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2019. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.

The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers.

A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds.

REVENUE RECOGNITION (CONTINUED)

The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns.

INCOME TAXES

The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.

The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheets at June 30, 2020 and December 31, 2019.

EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock warrants and have been excluded from the computation of diluted earnings (loss) per share for the three months ended June 30, 2019 and the six months ended June 30, 2020 because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

For the three months ended June 30, 2019, there were 462,581,856 potentially dilutive shares that were included in the diluted earnings per share. For the six months ended June 30, 2019, there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive.

For the three months ended June 30, 2020 there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive. For the six months ended June 30, 2020, there were 893,736,264 potentially dilutive shares that were included in the diluted earnings per share.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.

At June 30, 2020 and December 31, 2019, the Company’s financial instruments include cash, accounts receivable and accounts payable and accrued expenses. The carrying amount of cash, accounts receivable and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments.

NOTE 2 - GOING CONCERN

The Company has not posted operating income since inception. It has an accumulated deficit of $60,454,626 as of June 30, 2020. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

These condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In the first quarter of 2020, outstanding convertible notes payable balances as of December 31, 2019, were either converted to common stock or paid off. In relation to that, the Company has had discussions with a third party in regards to raising funds through a private placement of equity which, if it occurs, will provide the Company with funds to expand its operations and likely eliminate the going concern issue.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, FASB issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in the update simplify the accounting for income taxes by removing the following exceptions:

	1	Exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income).

	2	Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment.

	3	Exception to the ability not to recognize a deferred tax liability for foreign subsidiary when a foreign equity method investment becomes a subsidiary.

	4	Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.

The amendments in the update also simplify the accounting for income taxes by doing the following:

	1	Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax.

	2	Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction.

	3	Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority.

	4	Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.

	5	Making minor Codification improvements for income taxes relating to employee stock ownership plans and investments in qualified affordable housing projects accounted for by using the equity method.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company believes that adoption of the ASU will not have a material effect on its financial statements.

In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and ASC 606, Revenue from Contracts with Customers.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The primary impact to the financial position upon adoption was the recognition, on a discounted basis, of the minimum commitments on the balance sheet under our noncancelable operating lease resulting in the recording of a right of use asset and lease obligation.

The following table summarizes the impact of Topic 842 on our condensed consolidated balance sheet upon adoption on January 1, 2019:

	January 1, 2019 (unaudited)
	pre-adoption		adoption impact		post-adoption
Assets
Right of use lease asset	$	-	$	59,777	$	59,777
Total assets	$	-	$	59,777	$	59,777
Liabilities and Stockholders’ Equity
Operating lease liability – current	$	-	$	9,088	$	9,088
Operating lease liability - non-current		-		50,689		50,689
Total liabilities and stockholders’ equity	$	-	$	59,777	$	59,777

NOTE 4 – PROPERTY AND EQUIPMENT

	June 30, 2020			December 31, 2019
Furniture and equipment	$	58,460		$	58,460
Less – accumulated depreciation		(53,085	)		(48,987	)
	$	5,375		$	9,473

Depreciation expense for the six months ended June 30, 2020 and 2019 was $4,098 and $2,848, respectively.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	June 30, 2020		December 31, 2019
Accounts payable	$	3,731	$	-
Accrued consultant fees		150,866		130,000
Accrued audit fees		66,575		52,916
Accrued payroll		30,000		-
Expenses owed consultant		22,668		33,480
Accrued dividends payable		19,853		-
Accrued settlement fees		-		26,640
Accrued interest payable		44		415,823
Other accrued expenses		5,638		1,255
	$	299,375	$	660,114

NOTE 6 – STOCK PAYABLE

During December 2019, a third party deposited $150,000 in an escrow account in exchange for 200,000,000 shares of Series A Preferred Stock and 100,000,000 common stock warrants. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.

In January and February 2020, a related party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.

In January 2020, a third party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock and 100,000,000 common stock warrants. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.

The Series A Preferred Stock have a dividend rate of 8%, which increases to 15% after two years and are cumulative. Upon a liquidation, the shareholders shall receive $0.013 per share before any distribution is made to any junior shares. Shareholders shall have the right to convert any number of their shares into common shares at any time. The conversion shall be equal to the greater of 1) one share of common stock if the market value of the common stock is at or above $0.001 per share, or 2) if the market value of the common stock is below $0.001 per share, then the conversion shall be the number of shares to be converted times the conversion rate of $0.001 divided by the market value.

NOTE 7 - RELATED PARTY ACTIVITY

During the six months ended June 30, 2020, the Company’s chief executive officer purchased 400,000,000 shares of Series A Preferred Stock for $200,000. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.

During the six months ended June 30, 2020, the Company’s chief executive officer was granted 80,000,000 shares of the Company’s common stock for services for the period January 1, 2020 through June 30,2020. The shares were valued at $208,000 based on the closing price on the grant date. $104,000 and $208,000 were recorded as employee compensation expense in the three months and six months ended June 30, 2020, respectively.

During the six months ended June 30, 2020, Ramnik Clair, the Company’s senior VP and a director, purchased 36,000,000 shares of the Company’s common stock valued at $424,800 based -on the closing price on the grant date. $421,200 was recorded as employee compensation expense and $3,600 was recorded as other receivables.

During the six months ended June 30, 2020, the Company was provided loans totaling $193,838 by the Company’s chief executive officer. The loans bear interest at 6% per annum. During the six months ended June 30, 2020, $232,206 in notes payable and accrued interest to the Company’s chief executive officer were converted to 229,737,650 shares of the Company’s common stock valued at $414,238 based on the closing price on the grant dates. $182,032 was recorded as loss on settlement of related party debt.

During the year ended December 31, 2019, the Company’s chief executive officer purchased 302,000,000 shares of the Company’s common stock below market price for $172,850. $4,798,150 was recorded as stock-based compensation in the accompanying statement of operations.

During the year ended December 31, 2019, the Company was provided loans totaling $78,400 by the Company’s chief executive officer. The loans bear interest at 6% per annum. During the year ended December 31, 2019, the Company’s chief executive officer received 186,908,000 shares of common stock below market value in exchange for $186,908 in notes payable related party. $346,073 was recorded as a loss from settlement of debt with related party in the accompanying statement of operations.

NOTE 7 - RELATED PARTY ACTIVITY (CONTINUED)

During the year ended December 31, 2019, the parents of Jason C. Chang, the Company’s Chief Executive Officer and a director, purchased a combined total of 90,000,000 shares of the Company’s common stock for $25,000 cash. The shares were purchased below market price and $975,000 in stock-based compensation expense was recorded.

During the year ended December 31, 2019, Ramnik Clair, the Company’s senior VP and a director, was awarded 30,000,000 shares of the Company’s common stock for services valued at an aggregate of approximately $300,000 based on the closing price on the grant date.

In connection with the acquisition of the Retail Store, the Company incurred a $33,000 note payable to the former owner of the Retail Store. During the year ended December 31, 2019, the $33,000 was paid.

The following table is a summary of the activity for Loans payable- related parties for the six months ended June 30, 2020:

Balance at 12/31/2019	$	60,742
Loan increases		193,838
Loan principal converted to common stock		(212,080	)
Balance at 06/30/2020	$	42,500

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company leases space for the Retail Store. The lease is for five years and runs through September 2023. The lease calls for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five.

As of June 30, 2020, the maturities of our operating lease were as follows for the periods ended December 31:

	Remaining Lease Payments
2020	$	8,186
2021		16,738
2022		17,240
2023		13,221
Total remaining lease payments		55,385
Less: imputed interest		(10,938	)
Total operating lease liabilities		44,447
Less: current portion		(11,649	)
Long term operating lease liabilities	$	32,798

Weighted average remaining lease term		39 months
Weighted average discount rate		12	%

LITIGATION

On June 18, 2018, Power Up Lending Group, LTD. (“Power Up”), filed in the Supreme Court of the State of New York that Sunstock and Jason Chang (president and CFO of Sunstock and board member) and Ramnik Clair (board member of Sunstock) materially breached the October 24, 2017, December 19, 2017, and April 16, 2018 notes payable to Power Up by, in June 2018, changing Sunstock’s transfer agent in violation of the Notes and Agreements, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Power Up to go forward. Power Up has requested judgment against Sunstock for $160,180 with default interest, judgment against Sunstock for reasonable legal fees and costs of litigation, three judgments against Jason Chang and Ramnik Clair for $160,180 and interest for each judgment, and a temporary restraining order and a preliminary and permanent injunction directing Sunstock, Jason Chang, and Ramnik Clair to take all steps necessary and proper to permit the conversion of debt into stock and to deliver the stock to Power Up. The October 24, 2017 note payable was extinguished upon final conversion to common stock in July 2019. The December 19, 2017 note payable was extinguished upon final conversion to common stock in November 2019. The April 16, 2018 note payable was extinguished upon final conversion to common stock and payment of $24,737.65 in 2020 per below.

On June 22, 2018, EMA Financial, LLC (“EMA”) sent a letter to Sunstock stating that Sunstock was in default on the June 5, 2017 note payable and the October 11, 2017 note payable to EMA. Among other defaults, the letter stated that Sunstock was in default due to refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock. The letter asked for at least $332,884.

On December 26, 2018, EMA filed a lawsuit in Federal Court for breach of contract.

On July 9, 2018, the attorney for Auctus Fund, LLC (“Auctus”) sent a letter to Sunstock stating that Sunstock was in default on the May 24, 2017 note payable and the October 11, 2017 note payable to Auctus. Among other defaults, the letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Auctus to go forward. The letters asked for at least $277,397 regarding the May 24, 2017 note payable and at least $299,247 regarding the October 11, 2017 note payable. On December 26, 2018, Auctus filed a lawsuit in Federal Court for breach of contract.

On July 10, 2018, the attorney for Crown Bridge Partners, LLC (“Crown Bridge”), sent a letter to Sunstock stating that Sunstock was in default on the December 8, 2017 note payable to Crown Bridge. The letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Crown Bridge to go forward. The letter requested that Sunstock immediately contact Crown Bridge to demonstrate compliance with the note. On August 15, 2018, the attorney for Crown Bridge sent another letter to Sunstock stating that Sunstock owed Crown Bridge $221,470, and that if Sunstock did not respond by August 21, 2018 in regards to payment, then a lawsuit would be filed.

On March 7, 2019, the United States Court of Massachusetts issued electronic order 38 stating that the Court granted on the merits summary judgement on violation of contract claims for the plaintiffs (Auctus and EMA) and found Sunstock in default.

On May 6, 2019, the United States District Court of the District of Massachusetts issued an Order to Show Cause in the case of Auctus and EMA Vs. Sunstock, Inc. The Court ordered Auctus to show cause within 21 days why the Court had jurisdiction at the outset of the case and why the Court ought not to vacate its entry of summary judgement for Auctus, EDF No. 38. The Court said that it had taken no action with regard to EMA’s claim.

LITIGATION (CONTINUED)

On May 30, 2019, the United States District Court of Massachusetts issued an order in the case of Auctus vs. Sunstock, Inc. that the Court was satisfied that Auctus compliant raised colorable securities law claims and, accordingly, the Court ruled that it had subject matter jurisdiction to enter summary judgment on Auctus’ contract claims.

On June 20, 2019, Power Up filed a motion with the Supreme Court of the State of New York, County of Nassau, accepting judgement of $160,180 plus interest on the three notes with the Company. The Company believed that the interest would be that applicable to each note. In addition, Power Up included in the motion that the Company establish a reserve of 63,317,183,000 of common shares. The Company believed that Power Up was entitled to either $160,180 plus interest or to common shares, but not both.

On July 29, 2019, Power Up converted $1,180 in principal and $6,480 in accrued interest of its October 21, 2017 debt into 2,070,270 shares of common stock. The total of $7,660 was be applied against the $160,180 plus interest.

In October and November 2019, Power Up converted the remaining principal of $53,000 and $3,180 in accrued interest of its December 19, 2017, debt into 32.586,386 shares of common stock.

In December 2019, Power Up converted the remaining principal of $53,000 of its April 16, 2018 debt into 46,503,498 shares of common stock. On January 9, 2020, $15,000 in accrued interest and default penalty were converted to 24,590,164 shares of common stock. The remaining balance of $24,737.65 was paid by the Company’s CEO, Jason Chang, on January 9, 2020. The Company issued Jason Chang 24,737,650 shares of common stock in settlement of his payment to Power Up. A Stipulation of Discontinuance was filed with the Supreme Court of the State of New York County of Nassau.

On January 15, 2020, the Company reached a settlement agreement and mutual general release with Auctus and EMA, in which $425,000 cash was paid in total to both on January 31, 2020 whereby both released the Company of all claims. A Stipulation of Dismissal with Prejudice was filed with the United States District Court for the District of Massachusetts.

On January 28, 2020, the Company reached a settlement and release agreement with Crown Bridge, in which $90,000 cash was paid to them on January 31, 2020, whereby Crown Bridge released the Company of all claims. A Stipulation of Dismissal has not been filed as of the date of this report.

In summary of the settlements with Auctus, EMA, and Crown Bridge in January 2020, the Company recorded $776,315 gain from settlements, $891,935 reduction in loans and loan penalties, $424,118 reduction in accrued interest, and $539,738 cash payments.

INDEMNITIES AND GUARANTEES

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

There were no convertible notes payable as of June 30, 2020.

On February 26, 2020, the Company entered into a Convertible Promissory Note with Innovative Digital Technology in the principal amount of $25,000. The note bears interest at 4% per annum and was due and payable on April 2, 2020. If the note is not paid prior to maturity date, then the note holder has the right to convert the note into shares of the Company’s common stock. The right to conversion was changed to June 30, 2020 with the extension of note maturity to June 30, 2020. The note and accrued interest of $342 were paid on June 30, 2020.

All convertible notes outstanding as of December 31, 2019 (see LITIGATION in Note 8) were either converted to stock or paid during the six months ended June 30, 2020.

NOTE 10 – DERIVATIVE LIABILITIES

The Company evaluates its debt instruments, or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.

From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, the Company classified all conversion features as derivative liabilities. All convertible notes with derivative liabilities were either converted to common stock or were settled by payment as of June 30, 2020.

The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the six months ended June 30, 2020:

Balance December 31, 2019	$	3,240,220
Elimination of fair value due to elimination of debt		(3,240,220	)
Balance as of June 30, 2020	$	-

Note 11 – SBA LOAN

In June 2020, the Company received a $150,000 loan (less $100 expense) from the Small Business Administration (“SBA”). The loan is for thirty years, interest is 3.75% per annum, and payments of $731 are monthly beginning twelve months after closing.

NOTE 12- STOCKHOLDER’S DEFICIT

The Company is authorized to issue 5,000,000,000 shares of common stock and 1,500,000,000 of preferred stock.

During the six months ended June 30, 2020, the Company recorded stock receivable in the aggregate of $25,100 from the issuance of 203,500,000 shares of its common stock. $20,350 was recorded to common stock and $4,750 to additional paid-in capital.

During the six months ended June 30, 2020, the Company issued 2,500,000 shares of its common stock for $15,000 in cash at a price of $0.006 per share.

During the six months ended June 30, 2020, the Company issued 75,000,000 shares of its common stock for $7,500 in cash at a price of $0.0001 per share.

During the six months ended June 30, 2020, the Company issued 314,000,000 shares of its common stock for services with a fair market value of $345,400 that was recorded to consultant comp expense.

During the six months ended June 30, 2020, the Company issued 80,000,000 shares of its common stock to its chief executive officer for services with a fair market value of $208,000. $104,000 and $208,000 were recorded to employee comp expense for the three and six months ended June 30, 2020, respectively.

During the six months ended June 30, 2020, the Company issued 24,590,164 shares of its common stock for the conversion of $15,000 of convertible note payable.

During the six months ended June 30, 2020, the Company issued 229,737,650 shares of its common stock for the conversion of $212,080 of related party notes payable and $20,126 accrued interest payable.

During the six months ended June 30, 2020, the Company issued 98,214,286 shares of its common stock for the cashless conversion of warrants exercised.

During the six months ended June 30, 2020, the Company recorded $25,000 in beneficial conversion feature for a convertible note issued in February 2020. $25,000 was expensed to interest expense.

During the year ended December 31, 2019, the Company received an aggregate of $236,600 from the issuance of 435,750,000 shares of its common stock. $43,575 was recorded to common stock, $5,966,175 to additional paid-in capital, and $5,773,150 to employee comp expense in general and administrative expense.

During the year ended December 31, 2019, the Company converted $186,908 of note payable to an officer into 186,908,000 shares of its common stock, which resulted in a loss from settlement of debt from related party of $346,073. $18,691 was recorded to common stock and $514,290 to additional paid-in capital.

During the year ended December 31, 2019, the Company converted $109,180 of notes payable and $31,049 of accrued interest into 81,160,154 shares of its common stock. $8,116 was recorded to common stock, $253,871 to additional paid-in capital, $26,500 in loan penalty reduction, $430,182 in derivative liability reduction, and $334,924 in gain from settlement.

During the year ended December 31, 2019, the Company issued 206,200,000 shares of its common stock for services with a fair market value of $2,062,000.

NOTE 13 – SUBSEQUENT EVENTS

The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition or liquidity for the fiscal year 2020. However, to date there has not been a decrease in sales. The Company believes that in this time of uncertainty, individuals are buying collectible coins as a safe haven. The Company is unable to predict if such buying will continue during this time of uncertainty or if the buying will decrease as events change and evolve.

In July 2020, 395,000,000 preferred shares were issued and converted to 395,000,000 common shares.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. For additional context with which to understand our financial condition and results of operations, see the discussion and analysis included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on April 27, 2020, as well as the consolidated financial statements and related notes contained therein.

Forward Looking Statements

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the SEC. You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Overview

On July 18, 2013, the Company changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the same date, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company.

On October 22, 2018, the Company acquired all assets and liabilities of the Retail Store of Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. The Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.

Going Concern

The Company has not posted operating income since inception. It has an accumulated deficit of $60,454,626 as of June 30, 2020. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with an acquisition target.

There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Critical Accounting Policies

There have been no material changes from the critical accounting policies as previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2019.

Results of Operations

Discussion of the Three Months ended June 30, 2020 and 2019

The Company generated revenues during the three months ended June 30, 2020 of $2,478,688 as compared to $1,058,818 in revenues posted for the three months ended June 30, 2019. The increase in revenues is due to increased business at Mom’s Silver Shop, which was acquired in October 2018.

For the three months ended June 30, 2020 and 2019, cost of sales was $2,437,421 and $1,015,491, respectively, which increase was driven by the increase in revenues as disclosed above. Professional fees increased to $251,253 from $171,700 for the three months ended June 30, 2020 and 2019, respectively, of which $172,700 was due to services performed in the quarter for stock issued in February 2020. Compensation increased to $180,898 from $7,524 for the three months ended June 30, 2020 and 2019, respectively, of which $104,000 in the three months ended June 30, 2020 were for shares issued to the chief executive officer below market price for services. Other operating expenses increased to $39,142 from $19,772 for the three months ended June 30, 2020 and 2019, respectively.

Interest expense decreased to $18,302 for the three months ended June 30, 2020 from $59,598 for the three months ended June 30, 2019, primarily due to the conversion to common stock and the settlement of all convertible debt as of June 30, 2019 during the rest of 2019 and the six months ended June 30, 2020. Change in fair value of derivative liability was $0 for the three months ended June 30, 2020 compared to a decrease of $5,378,969 for the three months ended June 30, 2019. All derivative liability was reversed in the three months ended March 31, 2020 due to all related convertible debt converted to common stock or settled in January 2020.

Unrealized gain on investments in precious metals increased to $84,875 for the three months ended June 30, 2020 from an unrealized gain of $14,515 for the three months ended June 30, 2019.

Other income increased to $1,000 for the three months ended June 30, 2020 compared to $0 for the three months ended June 30, 2019. The other income was a grant from the United States government.

During the three months ended June 30, 2020, the Company posted a net loss of $362,497 as compared to net income of $5,175,797 for the three months ended June 30, 2019. Such change is primarily related to no change in the fair value of derivative liabilities in 2020 compared to a decrease in 2019.

Discussion of the Six Months ended June 30, 2020 and 2019

The Company generated revenues during the six months ended June 30, 2020 of $5,207,887 as compared to $1,926,256 in revenues posted for the three months ended June 30, 2019. The increase in revenues is due to increased business at Mom’s Silver Shop, which was acquired in October 2018.

For the six months ended June 30, 2020 and 2019, cost of sales was $5,105,490 and $1,829,404, respectively, which increase was driven by the increase in revenues as disclosed above. Professional fees increased to $727,979 from $618,788 for the six months ended June 30, 2020 and 2019, respectively, of which $445,400 in the six months ended June 30, 2020 was due to services performed in the six months for stock issued in October 2019 and February 2020. Compensation decreased to $707,473 from $4,045,394 for the six months ended June 30, 2020 and 2019, respectively, of which $629,200 in the six months ended June 30, 2020 were for shares issued to the chief executive officer below market price for services and for shares sold to the senior VP below market price and $4,025,650 for the six months ended June 30, 2019 were for the fair value of shares purchased by the chief executive officer below market prices. Other operating expenses increased to $67,682 from $51,808 for the six months ended June 30, 2020 and 2019, respectively.

Interest expense decreased to $25,342 for the six months ended June 30, 2020 from $125,085 for the six months ended June 30, 2019, primarily due to the conversion to common stock and the settlement of all convertible debt as of June 30, 2019 during the rest of 2019 and the six months ended June 30, 2020. Change in fair value of derivative liability was a decrease of $3,240,220 for the six months ended June 30, 2020 compared to an increase of $1,342,529 for the six months ended June 30, 2019. All derivative liability was reversed in January 2020 due to all related convertible debt converted to common stock or settled in January 2020.

Loss on settlement of related party debt increased to $182,032 for the six months ended June 30, 2020 from $0 for the six months ended June 30, 2019. That represents shares issued below market value to the Company’s chief financial officer in exchange for related party debt.

Gain from settlement increased to $776,315 for the six months ended June 30, 2020 from $0 for the six months ended June 30, 2019. That is the result of settlements of the outstanding December 31, 2019 convertible notes in which the settlements were less than the recorded totals of principal, loan penalties, and accrued interest.

Unrealized gain on investments in precious metals increased to $23,910 for the six months ended June 30, 2020 from an unrealized gain of $12,178 for the six months ended June 30, 2019.

Other income increased to $1,000 for the six months ended June 30, 2020 compared to $0 for the six months ended June 30, 2019. The other income was a grant from the United States government.

During the six months ended June 30, 2020, the Company posted a net income of $2,430,709 as compared to a net loss of $6,089,403 for the six months ended June 30, 2019. Such change is primarily related to the writeoff of the fair value of derivative liabilities in 2020 compared to an increase in 2019 , the gain from settlements of convertible notes payable, and the net decreases in fair value of stock issued to our CEO and consultants, offset by loss on settlement of related party debt.

Liquidity and Capital Resources

As of June 30, 2020, the Company had $62,956 in cash, $219 in accounts receivable, and $660,159 in inventory of precious metals and coins compared to $153,635 in cash, $21,280 in accounts receivable, and $532,868 in inventory at December 31, 2019.

Net cash used in operating activities totaled $317,279 during the six months ended June 30, 2020 as compared to net cash used in operating activities of $130,902 during the six months ended June 30, 2019. Consolidated net income was $2,430,709 for the six months ended June 30, 2020 as compared to consolidated net loss of $6,089,403 for the six months ended June 30, 2019. Explanation of the difference between these six months of 2020 and 2019 are explained above in the results of operations of the Company.

Changes in the adjustments to reconcile net income/(net loss) for the six months ended June 30, 2020 and 2019, respectively, consist primarily of change in fair value of derivative liability, unrealized loss on investment in precious metals, depreciation, estimated fair value of common stock issued for services, estimated fair value of common stock issued for cash, and gain on settlements of convertible notes payable.

Change in fair value of derivative liability were ($3,240,220) and $1,342,529, respectively, for the six months ended June 30, 2020 and 2019. Unrealized gains on investment in precious metals were $23,910 and $12,178, respectively, for the six months ended June 30, 2020 and 2019. Depreciation was $4,098 and $2,848, respectively, for the six months ended June 30, 2020 and 2019. Amortization of debt discount and issuance costs was $0 and $5,889, respectively, for the six months ended June 30, 2020 and 2019. Common stock issued for services including amortization of prepaid consulting was $553,400 and $4,025,650, respectively, for the six months ended June 30, 2020 and 2019. Excess of fair value of common stock issued for cash was $421,200 and $0, respectively, for the six months ended June 30, 2020 and 2019. Excess of fair value of common stock issued to related party upon conversion of note payable was $182,032 and $0, respectively, for the six months ended June 30, 2020 and 2019. Amortization of beneficial conversion feature was $25,000 and $0, respectively, for the six months ended June 30, 2020 and 2019. Gain on settlement of convertible notes payable was $776,315 and $0, respectively, for the six months ended June 30, 2020 and 2019.

Changes in assets and liabilities for accounts receivable, inventories, prepaid expenses, stock payable, and accounts payable and accrued expenses totaled $106,727 and $593,763, respectively, for the six months ended June 30, 2020 and 2019, respectively.

No cash was used in investing activities for the six months ended June 30, 2020 and 2019, respectively.

Net cash provided by financing activities was $226,600 for the six months ended June 30, 2020 and net cash provided by financing activities was $66,124 for the six months ended June 30, 2019. Proceeds of $25,000 and $0 were received from the issuance of convertible notes payable for the six months ended June 30, 2020 and 2019, respectively. Payments on convertible notes payable were $564,738 and $0, respectively, for the six months ended June 30, 2020 and 2019. Proceeds of $400,000 and $0 were received from stock payable, respectively, for the six months ended June 30, 2020 and 2019. Proceeds of $22,500 and $90,850 were received from the issuance of common stock, respectively, for the six months ended June 30, 2020 and 2019. $150,000 and $0, respectively, were received from an SBA loan. $193,838 and $0, respectively were received from notes payable related party for the six months ended June 30, 2020 and 2019. Payments of $0 and $24,726 were made on notes payable related party for the six months ended June 30, 2020 and 2019, respectively.

Off-balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be considered material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information not required to be filed by Smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley Act, Section 404 (a). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles or GAAP.

As of June 30, 2020, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of the Company’s internal controls over financial reporting that adversely affected its internal controls and that may be considered to be material weaknesses.

Material Weaknesses:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are:

1. Inadequate number of personnel that could accurately and timely record and report the Company’s financial statements in accordance with GAAP.

2. We did not employ an adequate number of people to ensure a control environment that would allow for the accurate and timely reporting of the financial statements.

ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)

3. Ineffective controls to ensure that the accounting for transactions are recorded in accordance with GAAP financial statements.

4. We have not performed a risk assessment and mapped our processes to control objectives.

Notwithstanding the existence of these material weaknesses in internal control over financial reporting, we believe that the financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition in conformity with U.S. generally accepted accounting principles (GAAP). Further, we do not believe the material weaknesses identified had an impact on prior financial statements.

Remediation:

As part of our ongoing remedial efforts, we have and will continue to, among other things:

1. Expand our accounting policy and controls organization by hiring qualified accounting and finance personnel;

2. Increase our efforts to educate both our existing and expanded accounting policy and control organization on the application of the internal control structure;

3. Emphasize with management the importance of our internal control structure;

4. Seek outside consulting services where our existing accounting policy and control organization believes the complexity of the existing exceeds our internal capabilities.

5. Plan to implement improved accounting systems.

We believe that the foregoing actions will improve our internal control over financial reporting, as well as our disclosure controls and procedures. When funds permit, we intend to perform such procedures and commit such resources as necessary to continue to allow us to overcome or mitigate these material weaknesses such that we can make timely and accurate quarterly and annual financial filings until such time as those material weaknesses are fully addressed and remediated.

Management’s Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2020 based on the criteria establish in Internal Control Integrated Framework issued by the 2013 Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2020, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during its current fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2020, we issued the following unregistered securities:

We recorded stock receivable in the aggregate of $25,100 and received $22,500 cash from the issuance of 281,000,000 shares of our common stock.

We issued 314,000,000 shares of our common stock for services with a fair market value of $345,400.

We issued 80,000,000 shares of our common stock to our chief executive officer for services with a fair market value of $208,000.

We issued 24,590,164 shares of our common stock for the conversion of $15,000 of convertible note payable.

We issued 229,737,650 shares of our common stock for the conversion of $212,080 of related party notes payable and $20,126 accrued interest payable.

We issued 98,214,286 shares of our common stock for the cashless conversion of warrants exercised.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) Item 407(c)(3) of Regulation S-K:

During the six months covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

ITEM 6. EXHIBITS

(a) Exhibits

31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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 thereunto duly authorized.

	SUNSTOCK, INC.

Dated: September 29, 2020	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

Dated: September 29, 2020	By:	/s/ Ramnik Clair
		Ramnik Clair
		President, Chief Financial Officer
		Vice President, Board Member

EX-31.1 2 ex31-1.htm

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

I, Jason C. Chang, certify that:

1. I have reviewed this Form 10-Q for the period ended June 30, 2020 of Sunstock, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

	d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: September 29, 2020	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

EX-32.1 3 ex32-1.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of Sunstock Inc. (the “Company”), hereby certify to my knowledge that:

The Report on Form 10-Q for the period ended June 30, 2020 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: September 29, 2020	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

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NOTE 2 - GOING CONCERN   The Company has not posted operating income since inception. It has an accumulated deficit of $60,454,626 as of June 30, 2020. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.   These condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.   There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.   In the first quarter of 2020, outstanding convertible notes payable balances as of December 31, 2019, were either converted to common stock or paid off. In relation to that, the Company has had discussions with a third party in regards to raising funds through a private placement of equity which, if it occurs, will provide the Company with funds to expand its operations and likely eliminate the going concern issue.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS   In December 2019, FASB issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in the update simplify the accounting for income taxes by removing the following exceptions:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">1</td> <td style="text-align: justify">Exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income).</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>2</td> <td style="text-align: justify">Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>3</td> <td style="text-align: justify">Exception to the ability not to recognize a deferred tax liability for foreign subsidiary when a foreign equity method investment becomes a subsidiary.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>4</td> <td style="text-align: justify">Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.</td></tr> </table>   The amendments in the update also simplify the accounting for income taxes by doing the following:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">1</td> <td style="text-align: justify">Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>2</td> <td style="text-align: justify">Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>3</td> <td style="text-align: justify">Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>4</td> <td style="text-align: justify">Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>5</td> <td style="text-align: justify">Making minor Codification improvements for income taxes relating to employee stock ownership plans and investments in qualified affordable housing projects accounted for by using the equity method.</td></tr> </table>   The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company believes that adoption of the ASU will not have a material effect on its financial statements.   In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and ASC 606, Revenue from Contracts with Customers.   The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The primary impact to the financial position upon adoption was the recognition, on a discounted basis, of the minimum commitments on the balance sheet under our noncancelable operating lease resulting in the recording of a right of use asset and lease obligation.   The following table summarizes the impact of Topic 842 on our condensed consolidated balance sheet upon adoption on January 1, 2019:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center">January 1, 2019 (unaudited)</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">pre-adoption</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">adoption impact</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">post-adoption</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Assets</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 51%; padding-bottom: 1.5pt; padding-left: 10pt">Right of use lease asset</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 13%; text-align: right">-</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 14%; text-align: right">59,777</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 13%; text-align: right">59,777</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; padding-left: 10pt">Total assets</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Liabilities and Stockholders’ Equity</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt">Operating lease liability – current</td> <td> </td> <td>$</td> <td style="text-align: right">-</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">9,088</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">9,088</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; padding-left: 10pt">Operating lease liability - non-current</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,689</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,689</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; padding-left: 20pt">Total liabilities and stockholders’ equity</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

NOTE 4 – PROPERTY AND EQUIPMENT   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">June 30, 2020</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">December 31, 2019</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Furniture and equipment</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">58,460</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">58,460</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Less – accumulated depreciation</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(53,085</td> <td style="padding-bottom: 1.5pt">)</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(48,987</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">5,375</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">9,473</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>   Depreciation expense for the six months ended June 30, 2020 and 2019 was $4,098 and $2,848, respectively.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">June 30, 2020</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">December 31, 2019</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Accounts payable</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">3,731</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">-</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued consultant fees</td> <td> </td> <td> </td> <td style="text-align: right">150,866</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">130,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Accrued audit fees</td> <td> </td> <td> </td> <td style="text-align: right">66,575</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">52,916</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued payroll</td> <td> </td> <td> </td> <td style="text-align: right">30,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Expenses owed consultant</td> <td> </td> <td> </td> <td style="text-align: right">22,668</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">33,480</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued dividends payable</td> <td> </td> <td> </td> <td style="text-align: right">19,853</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Accrued settlement fees</td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">26,640</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued interest payable</td> <td> </td> <td> </td> <td style="text-align: right">44</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">415,823</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Other accrued expenses</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">5,638</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">1,255</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">299,375</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">660,114</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

NOTE 6 – STOCK PAYABLE   During December 2019, a third party deposited $150,000 in an escrow account in exchange for 200,000,000 shares of Series A Preferred Stock and 100,000,000 common stock warrants. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.   In January and February 2020, a related party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.   In January 2020, a third party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock and 100,000,000 common stock warrants. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.   The Series A Preferred Stock have a dividend rate of 8%, which increases to 15% after two years and are cumulative. Upon a liquidation, the shareholders shall receive $0.013 per share before any distribution is made to any junior shares. Shareholders shall have the right to convert any number of their shares into common shares at any time. The conversion shall be equal to the greater of 1) one share of common stock if the market value of the common stock is at or above $0.001 per share, or 2) if the market value of the common stock is below $0.001 per share, then the conversion shall be the number of shares to be converted times the conversion rate of $0.001 divided by the market value.

NOTE 7 - RELATED PARTY ACTIVITY   During the six months ended June 30, 2020, the Company’s chief executive officer purchased 400,000,000 shares of Series A Preferred Stock for $200,000. The funds were used as part of the payments of convertible notes payable in January 2020. The preferred stock has not been issued as of the date of this filing.   During the six months ended June 30, 2020, the Company’s chief executive officer was granted 80,000,000 shares of the Company’s common stock for services for the period January 1, 2020 through June 30,2020. The shares were valued at $208,000 based on the closing price on the grant date. $104,000 and $208,000 were recorded as employee compensation expense in the three months and six months ended June 30, 2020, respectively.   During the six months ended June 30, 2020, Ramnik Clair, the Company’s senior VP and a director, purchased 36,000,000 shares of the Company’s common stock valued at $424,800 based -on the closing price on the grant date. $421,200 was recorded as employee compensation expense and $3,600 was recorded as other receivables.   During the six months ended June 30, 2020, the Company was provided loans totaling $193,838 by the Company’s chief executive officer. The loans bear interest at 6% per annum. During the six months ended June 30, 2020, $232,206 in notes payable and accrued interest to the Company’s chief executive officer were converted to 229,737,650 shares of the Company’s common stock valued at $414,238 based on the closing price on the grant dates. $182,032 was recorded as loss on settlement of related party debt.   During the year ended December 31, 2019, the Company’s chief executive officer purchased 302,000,000 shares of the Company’s common stock below market price for $172,850. $4,798,150 was recorded as stock-based compensation in the accompanying statement of operations.   During the year ended December 31, 2019, the Company was provided loans totaling $78,400 by the Company’s chief executive officer. The loans bear interest at 6% per annum. During the year ended December 31, 2019, the Company’s chief executive officer received 186,908,000 shares of common stock below market value in exchange for $186,908 in notes payable related party. $346,073 was recorded as a loss from settlement of debt with related party in the accompanying statement of operations.   During the year ended December 31, 2019, the parents of Jason C. Chang, the Company’s Chief Executive Officer and a director, purchased a combined total of 90,000,000 shares of the Company’s common stock for $25,000 cash. The shares were purchased below market price and $975,000 in stock-based compensation expense was recorded.   During the year ended December 31, 2019, Ramnik Clair, the Company’s senior VP and a director, was awarded 30,000,000 shares of the Company’s common stock for services valued at an aggregate of approximately $300,000 based on the closing price on the grant date.   In connection with the acquisition of the Retail Store, the Company incurred a $33,000 note payable to the former owner of the Retail Store. During the year ended December 31, 2019, the $33,000 was paid.   The following table is a summary of the activity for Loans payable- related parties for the six months ended June 30, 2020:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">Balance at 12/31/2019</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">60,742</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Loan increases</td> <td> </td> <td> </td> <td style="text-align: right">193,838</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Loan principal converted to common stock</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(212,080</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">Balance at 06/30/2020</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">42,500</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

NOTE 8 – COMMITMENTS AND CONTINGENCIES   The Company leases space for the Retail Store. The lease is for five years and runs through September 2023. The lease calls for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five.   As of June 30, 2020, the maturities of our operating lease were as follows for the periods ended December 31:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: black 1.5pt solid; text-align: center">Remaining Lease Payments</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">2020</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">8,186</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>2021</td> <td> </td> <td> </td> <td style="text-align: right">16,738</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>2022</td> <td> </td> <td> </td> <td style="text-align: right">17,240</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">2023</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">13,221</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Total remaining lease payments</td> <td> </td> <td> </td> <td style="text-align: right">55,385</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Less: imputed interest</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(10,938</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Total operating lease liabilities</td> <td> </td> <td> </td> <td style="text-align: right">44,447</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Less: current portion</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(11,649</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Long term operating lease liabilities</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">32,798</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Weighted average remaining lease term</td> <td> </td> <td> </td> <td style="text-align: right">39 months</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Weighted average discount rate</td> <td> </td> <td> </td> <td style="text-align: right">12</td> <td>%</td></tr> </table>   LITIGATION   On June 18, 2018, Power Up Lending Group, LTD. (“Power Up”), filed in the Supreme Court of the State of New York that Sunstock and Jason Chang (president and CFO of Sunstock and board member) and Ramnik Clair (board member of Sunstock) materially breached the October 24, 2017, December 19, 2017, and April 16, 2018 notes payable to Power Up by, in June 2018, changing Sunstock’s transfer agent in violation of the Notes and Agreements, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Power Up to go forward. Power Up has requested judgment against Sunstock for $160,180 with default interest, judgment against Sunstock for reasonable legal fees and costs of litigation, three judgments against Jason Chang and Ramnik Clair for $160,180 and interest for each judgment, and a temporary restraining order and a preliminary and permanent injunction directing Sunstock, Jason Chang, and Ramnik Clair to take all steps necessary and proper to permit the conversion of debt into stock and to deliver the stock to Power Up. The October 24, 2017 note payable was extinguished upon final conversion to common stock in July 2019. The December 19, 2017 note payable was extinguished upon final conversion to common stock in November 2019. The April 16, 2018 note payable was extinguished upon final conversion to common stock and payment of $24,737.65 in 2020 per below.   On June 22, 2018, EMA Financial, LLC (“EMA”) sent a letter to Sunstock stating that Sunstock was in default on the June 5, 2017 note payable and the October 11, 2017 note payable to EMA. Among other defaults, the letter stated that Sunstock was in default due to refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock. The letter asked for at least $332,884.   On December 26, 2018, EMA filed a lawsuit in Federal Court for breach of contract.   On July 9, 2018, the attorney for Auctus Fund, LLC (“Auctus”) sent a letter to Sunstock stating that Sunstock was in default on the May 24, 2017 note payable and the October 11, 2017 note payable to Auctus. Among other defaults, the letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Auctus to go forward. The letters asked for at least $277,397 regarding the May 24, 2017 note payable and at least $299,247 regarding the October 11, 2017 note payable. On December 26, 2018, Auctus filed a lawsuit in Federal Court for breach of contract.   On July 10, 2018, the attorney for Crown Bridge Partners, LLC (“Crown Bridge”), sent a letter to Sunstock stating that Sunstock was in default on the December 8, 2017 note payable to Crown Bridge. The letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Crown Bridge to go forward. The letter requested that Sunstock immediately contact Crown Bridge to demonstrate compliance with the note. On August 15, 2018, the attorney for Crown Bridge sent another letter to Sunstock stating that Sunstock owed Crown Bridge $221,470, and that if Sunstock did not respond by August 21, 2018 in regards to payment, then a lawsuit would be filed.   On March 7, 2019, the United States Court of Massachusetts issued electronic order 38 stating that the Court granted on the merits summary judgement on violation of contract claims for the plaintiffs (Auctus and EMA) and found Sunstock in default.   On May 6, 2019, the United States District Court of the District of Massachusetts issued an Order to Show Cause in the case of Auctus and EMA Vs. Sunstock, Inc. The Court ordered Auctus to show cause within 21 days why the Court had jurisdiction at the outset of the case and why the Court ought not to vacate its entry of summary judgement for Auctus, EDF No. 38. The Court said that it had taken no action with regard to EMA’s claim.   On May 30, 2019, the United States District Court of Massachusetts issued an order in the case of Auctus vs. Sunstock, Inc. that the Court was satisfied that Auctus compliant raised colorable securities law claims and, accordingly, the Court ruled that it had subject matter jurisdiction to enter summary judgment on Auctus’ contract claims.   On June 20, 2019, Power Up filed a motion with the Supreme Court of the State of New York, County of Nassau, accepting judgement of $160,180 plus interest on the three notes with the Company. The Company believed that the interest would be that applicable to each note. In addition, Power Up included in the motion that the Company establish a reserve of 63,317,183,000 of common shares. The Company believed that Power Up was entitled to either $160,180 plus interest or to common shares, but not both.   On July 29, 2019, Power Up converted $1,180 in principal and $6,480 in accrued interest of its October 21, 2017 debt into 2,070,270 shares of common stock. The total of $7,660 was be applied against the $160,180 plus interest.   In October and November 2019, Power Up converted the remaining principal of $53,000 and $3,180 in accrued interest of its December 19, 2017, debt into 32.586,386 shares of common stock.   In December 2019, Power Up converted the remaining principal of $53,000 of its April 16, 2018 debt into 46,503,498 shares of common stock. On January 9, 2020, $15,000 in accrued interest and default penalty were converted to 24,590,164 shares of common stock. The remaining balance of $24,737.65 was paid by the Company’s CEO, Jason Chang, on January 9, 2020. The Company issued Jason Chang 24,737,650 shares of common stock in settlement of his payment to Power Up. A Stipulation of Discontinuance was filed with the Supreme Court of the State of New York County of Nassau.   On January 15, 2020, the Company reached a settlement agreement and mutual general release with Auctus and EMA, in which $425,000 cash was paid in total to both on January 31, 2020 whereby both released the Company of all claims. A Stipulation of Dismissal with Prejudice was filed with the United States District Court for the District of Massachusetts.   On January 28, 2020, the Company reached a settlement and release agreement with Crown Bridge, in which $90,000 cash was paid to them on January 31, 2020, whereby Crown Bridge released the Company of all claims. A Stipulation of Dismissal has not been filed as of the date of this report.   In summary of the settlements with Auctus, EMA, and Crown Bridge in January 2020, the Company recorded $776,315 gain from settlements, $891,935 reduction in loans and loan penalties, $424,118 reduction in accrued interest, and $539,738 cash payments.   INDEMNITIES AND GUARANTEES   The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

NOTE 9 – CONVERTIBLE NOTES PAYABLE   There were no convertible notes payable as of June 30, 2020.   On February 26, 2020, the Company entered into a Convertible Promissory Note with Innovative Digital Technology in the principal amount of $25,000. The note bears interest at 4% per annum and was due and payable on April 2, 2020. If the note is not paid prior to maturity date, then the note holder has the right to convert the note into shares of the Company’s common stock. The right to conversion was changed to June 30, 2020 with the extension of note maturity to June 30, 2020. The note and accrued interest of $342 were paid on June 30, 2020.   All convertible notes outstanding as of December 31, 2019 (see LITIGATION in Note 8) were either converted to stock or paid during the six months ended June 30, 2020.

NOTE 10 – DERIVATIVE LIABILITIES   The Company evaluates its debt instruments, or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.   The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.   From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, the Company classified all conversion features as derivative liabilities. All convertible notes with derivative liabilities were either converted to common stock or were settled by payment as of June 30, 2020.   The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the six months ended June 30, 2020:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">Balance December 31, 2019</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">3,240,220</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Elimination of fair value due to elimination of debt</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(3,240,220</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Balance as of June 30, 2020</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td></tr> </table>

Note 11 – SBA LOAN   In June 2020, the Company received a $150,000 loan (less $100 expense) from the Small Business Administration (“SBA”). The loan is for thirty years, interest is 3.75% per annum, and payments of $731 are monthly beginning twelve months after closing.

NOTE 12- STOCKHOLDER’S DEFICIT   The Company is authorized to issue 5,000,000,000 shares of common stock and 1,500,000,000 of preferred stock.   During the six months ended June 30, 2020, the Company recorded stock receivable in the aggregate of $25,100 from the issuance of 203,500,000 shares of its common stock. $20,350 was recorded to common stock and $4,750 to additional paid-in capital.   During the six months ended June 30, 2020, the Company issued 2,500,000 shares of its common stock for $15,000 in cash at a price of $0.006 per share.   During the six months ended June 30, 2020, the Company issued 75,000,000 shares of its common stock for $7,500 in cash at a price of $0.0001 per share.   During the six months ended June 30, 2020, the Company issued 314,000,000 shares of its common stock for services with a fair market value of $345,400 that was recorded to consultant comp expense.   During the six months ended June 30, 2020, the Company issued 80,000,000 shares of its common stock to its chief executive officer for services with a fair market value of $208,000. $104,000 and $208,000 were recorded to employee comp expense for the three and six months ended June 30, 2020, respectively.   During the six months ended June 30, 2020, the Company issued 24,590,164 shares of its common stock for the conversion of $15,000 of convertible note payable.   During the six months ended June 30, 2020, the Company issued 229,737,650 shares of its common stock for the conversion of $212,080 of related party notes payable and $20,126 accrued interest payable.   During the six months ended June 30, 2020, the Company issued 98,214,286 shares of its common stock for the cashless conversion of warrants exercised.   During the six months ended June 30, 2020, the Company recorded $25,000 in beneficial conversion feature for a convertible note issued in February 2020. $25,000 was expensed to interest expense.   During the year ended December 31, 2019, the Company received an aggregate of $236,600 from the issuance of 435,750,000 shares of its common stock. $43,575 was recorded to common stock, $5,966,175 to additional paid-in capital, and $5,773,150 to employee comp expense in general and administrative expense.   During the year ended December 31, 2019, the Company converted $186,908 of note payable to an officer into 186,908,000 shares of its common stock, which resulted in a loss from settlement of debt from related party of $346,073. $18,691 was recorded to common stock and $514,290 to additional paid-in capital.   During the year ended December 31, 2019, the Company converted $109,180 of notes payable and $31,049 of accrued interest into 81,160,154 shares of its common stock. $8,116 was recorded to common stock, $253,871 to additional paid-in capital, $26,500 in loan penalty reduction, $430,182 in derivative liability reduction, and $334,924 in gain from settlement.   During the year ended December 31, 2019, the Company issued 206,200,000 shares of its common stock for services with a fair market value of $2,062,000.

NOTE 13 – SUBSEQUENT EVENTS   The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.   The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition or liquidity for the fiscal year 2020. However, to date there has not been a decrease in sales. The Company believes that in this time of uncertainty, individuals are buying collectible coins as a safe haven. The Company is unable to predict if such buying will continue during this time of uncertainty or if the buying will decrease as events change and evolve.   In July 2020, 395,000,000 preferred shares were issued and converted to 395,000,000 common shares.

NATURE OF OPERATIONS   Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On July 18, 2013, the Company changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the same date, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company.   On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company opened in February 2014. The Company opened its second retail store in May 2014. On August 21, 2014 the first store was forced to close due to below code electrical wiring the landlord had provided. Perishable inventory at this store was relocated to the second store as nonperishables were moved into storage along with fixed assets. The Company’s second store was relocated in December of 2015 under lease running through June 2017 and operated on a month to month lease from then until the store was closed in September 2018. The Company currently operates no variety retail stores.   On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. The Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.   The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations.

BASIS OF PRESENTATION   The accompanying condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.     The accompanying condensed and consolidated balance sheet at December 31, 2019, has been derived from audited condensed and consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP). The accompanying unaudited condensed and consolidated financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited condensed and consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the U.S. Securities and Exchange Commission (SEC) on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed and consolidated financial statements. The condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the six months ended June 30, 2020 are not necessary indicative of the results that may be expected for the year ended December 31, 2020 or any future periods.

USE OF ESTIMATES   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions.

CONCENTRATION OF RISK   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2020 and December 31, 2019.

INVENTORIES   COLLECTIBLE COINS – MOM’S SILVER SHOP   The Company acquired the Retail Store in October 2018 to enter the market for collectible coins. The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $238,376 at June 30, 2020 compared to $134,995 at December 31, 2019.   At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.   PRECIOUS METALS AND COINS HELD FOR INVESTMENT - SUNSTOCK   Inventories of precious metals and coins held for investment at June 30, 2020 also include $421,783 of gold and silver bullion and bullion coins and $397,873 at December 31, 2019 and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory is subsequently recorded at fair market values on a quarterly basis. The fair value of the inventory is determined using pricing and data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventories are classified in Level 1 of the valuation hierarchy. The Company has continuously experienced a shortage of cash and has had significantly past due obligations. While the Company’s preference is to hold the silver bullion to achieve long-term gains, the bullion is available to pay current obligations should the Company not be able to raise cash through issuance of stock or notes payable. Thus, the Company believes that including the silver bullion in current assets under inventory is appropriate.   The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metals of $23,910 for the six months ended June 30, 2020 and an unrealized gain of $12,178 for the six months ended June 30, 2019.

PROPERTY AND EQUIPMENT   Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are amortized at the lesser of the useful life of the asset or the lease term.

LONG-LIVED ASSETS   The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2020 and 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

REVENUE RECOGNITION   The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2019. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.   The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers.   A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation.   The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds.   The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns.

FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:   Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;   Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and   Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.   At June 30, 2020 and December 31, 2019, the Company’s financial instruments include cash, accounts receivable and accounts payable and accrued expenses. The carrying amount of cash, accounts receivable and accounts payable and accrued expenses	 approximates fair value due to the short-term maturities of these instruments.

INCOME TAXES   The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.   The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.   There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.   The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheets at June 30, 2020 and December 31, 2019.

The following table summarizes the impact of Topic 842 on our condensed consolidated balance sheet upon adoption on January 1, 2019:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center">January 1, 2019 (unaudited)</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">pre-adoption</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">adoption impact</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">post-adoption</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Assets</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 51%; padding-bottom: 1.5pt; padding-left: 10pt">Right of use lease asset</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 13%; text-align: right">-</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 14%; text-align: right">59,777</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 1%">$</td> <td style="border-bottom: black 1.5pt solid; width: 13%; text-align: right">59,777</td> <td style="width: 1%; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; padding-left: 10pt">Total assets</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Liabilities and Stockholders’ Equity</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt">Operating lease liability – current</td> <td> </td> <td>$</td> <td style="text-align: right">-</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">9,088</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">9,088</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; padding-left: 10pt">Operating lease liability - non-current</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,689</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,689</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; padding-left: 20pt">Total liabilities and stockholders’ equity</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">59,777</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">June 30, 2020</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">December 31, 2019</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Accounts payable</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">3,731</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">-</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued consultant fees</td> <td> </td> <td> </td> <td style="text-align: right">150,866</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">130,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Accrued audit fees</td> <td> </td> <td> </td> <td style="text-align: right">66,575</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">52,916</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued payroll</td> <td> </td> <td> </td> <td style="text-align: right">30,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Expenses owed consultant</td> <td> </td> <td> </td> <td style="text-align: right">22,668</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">33,480</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued dividends payable</td> <td> </td> <td> </td> <td style="text-align: right">19,853</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Accrued settlement fees</td> <td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">26,640</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Accrued interest payable</td> <td> </td> <td> </td> <td style="text-align: right">44</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">415,823</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Other accrued expenses</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">5,638</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">1,255</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">299,375</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">660,114</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

The following table is a summary of the activity for Loans payable- related parties for the six months ended June 30, 2020:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">Balance at 12/31/2019</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">60,742</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Loan increases</td> <td> </td> <td> </td> <td style="text-align: right">193,838</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Loan principal converted to common stock</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(212,080</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">Balance at 06/30/2020</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">42,500</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

As of June 30, 2020, the maturities of our operating lease were as follows for the periods ended December 31:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: black 1.5pt solid; text-align: center">Remaining Lease Payments</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">2020</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">8,186</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>2021</td> <td> </td> <td> </td> <td style="text-align: right">16,738</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>2022</td> <td> </td> <td> </td> <td style="text-align: right">17,240</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">2023</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">13,221</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Total remaining lease payments</td> <td> </td> <td> </td> <td style="text-align: right">55,385</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Less: imputed interest</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(10,938</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Total operating lease liabilities</td> <td> </td> <td> </td> <td style="text-align: right">44,447</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Less: current portion</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(11,649</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Long term operating lease liabilities</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">32,798</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Weighted average remaining lease term</td> <td> </td> <td> </td> <td style="text-align: right">39 months</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Weighted average discount rate</td> <td> </td> <td> </td> <td style="text-align: right">12</td> <td>%</td></tr> </table>

The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the six months ended June 30, 2020:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 79%">Balance December 31, 2019</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 18%; text-align: right">3,240,220</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Elimination of fair value due to elimination of debt</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(3,240,220</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Balance as of June 30, 2020</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td></tr> </table>

19853

150000

P30Y

731

The Company received a $150,000 loan (less $100 expense) from the Small Business Administration ("SBA"). The loan is for thirty years, interest is 3.75% per annum, and payments of $731 are monthly beginning twelve months after closing.

0.006

0.0001

182032 -28900

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   NATURE OF OPERATIONS   Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On July 18, 2013, the Company changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the same date, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company.   On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company opened in February 2014. The Company opened its second retail store in May 2014. On August 21, 2014 the first store was forced to close due to below code electrical wiring the landlord had provided. Perishable inventory at this store was relocated to the second store as nonperishables were moved into storage along with fixed assets. The Company’s second store was relocated in December of 2015 under lease running through June 2017 and operated on a month to month lease from then until the store was closed in September 2018. The Company currently operates no variety retail stores.   On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. The Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.   The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations.   BASIS OF PRESENTATION   The accompanying condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.   The accompanying condensed and consolidated balance sheet at December 31, 2019, has been derived from audited condensed and consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP). The accompanying unaudited condensed and consolidated financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited condensed and consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the U.S. Securities and Exchange Commission (SEC) on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed and consolidated financial statements. The condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the six months ended June 30, 2020 are not necessary indicative of the results that may be expected for the year ended December 31, 2020 or any future periods.   USE OF ESTIMATES   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions.   CONCENTRATION OF RISK   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2020 and December 31, 2019.   INVENTORIES   COLLECTIBLE COINS – MOM’S SILVER SHOP   The Company acquired the Retail Store in October 2018 to enter the market for collectible coins. The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $238,376 at June 30, 2020 compared to $134,995 at December 31, 2019.   At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.   PRECIOUS METALS AND COINS HELD FOR INVESTMENT - SUNSTOCK   Inventories of precious metals and coins held for investment at June 30, 2020 also include $421,783 of gold and silver bullion and bullion coins and $397,873 at December 31, 2019 and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory is subsequently recorded at fair market values on a quarterly basis. The fair value of the inventory is determined using pricing and data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventories are classified in Level 1 of the valuation hierarchy. The Company has continuously experienced a shortage of cash and has had significantly past due obligations. While the Company’s preference is to hold the silver bullion to achieve long-term gains, the bullion is available to pay current obligations should the Company not be able to raise cash through issuance of stock or notes payable. Thus, the Company believes that including the silver bullion in current assets under inventory is appropriate.    The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metals of $23,910 for the six months ended June 30, 2020 and an unrealized gain of $12,178 for the six months ended June 30, 2019.   PROPERTY AND EQUIPMENT   Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are amortized at the lesser of the useful life of the asset or the lease term.   LONG-LIVED ASSETS   The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2020 and 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.   REVENUE RECOGNITION   The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2019. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.   The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers.   A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation.   The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds.   The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns.   INCOME TAXES   The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.   The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.   There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.   The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheets at June 30, 2020 and December 31, 2019.   EARNINGS (LOSS) PER COMMON SHARE   Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock warrants and have been excluded from the computation of diluted earnings (loss) per share for the three months ended June 30, 2019 and the six months ended June 30, 2020 because they would reduce the reported loss per share and therefore have an anti-dilutive effect.   For the three months ended June 30, 2019, there were 462,581,856 potentially dilutive shares that were included in the diluted earnings per share. For the six months ended June 30, 2019, there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive.   For the three months ended June 30, 2020 there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive. For the six months ended June 30, 2020, there were 893,736,264 potentially dilutive shares that were included in the diluted earnings per share.   FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:   Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;   Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and   Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.   At June 30, 2020 and December 31, 2019, the Company’s financial instruments include cash, accounts receivable and accounts payable and accrued expenses. The carrying amount of cash, accounts receivable and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments.

EARNINGS (LOSS) PER COMMON SHARE   Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock warrants and have been excluded from the computation of diluted earnings (loss) per share for the three months ended June 30, 2019 and the six months ended June 30, 2020 because they would reduce the reported loss per share and therefore have an anti-dilutive effect.   For the three months ended June 30, 2019, there were 462,581,856 potentially dilutive shares that were included in the diluted earnings per share. For the six months ended June 30, 2019, there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive.   For the three months ended June 30, 2020 there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been anti-dilutive. For the six months ended June 30, 2020, there were 893,736,264 potentially dilutive shares that were included in the diluted earnings per share.

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[Member] Unsecured Note [Member] Power Up Lending Group, LTD. [Member] Jason C. Chang [Member] Rammk Clair [Member] Property, Plant and Equipment, Type [Axis] Fixtures [Member] Warrants [Member] Inventory [Axis] Precious Metals Inventory [Member] Precious Metals and Coins [Member] Restatement [Axis] Pre-adoption [Member] Adoption Impact [Member] EMA Financial, LLC. [Member] Award Date [Axis] June 5, 2017 Note Payable [Member] October 11, 2017 Note Payable [Member] Auctus Fund, LLC. [Member] May 24, 2017 Note Payable [Member] Crown Bridge Partners, LLC [Member] Three Notes [Member] Related Party Transaction [Axis] Third Party [Member] Class of Stock [Axis] Series A Preferred Stock [Member] Jason C. Chang [Member] Notes Payable [Member] Ramnik Clair [Member] December 19, 2017 Note [Member] April 16, 2018 Debt [Member] Officer [Member] Shareholders Receivable [Member] Post-adoption [Member] Related Party [Member] Convertible Notes Payable [Member] Auctus Fund, LLC and EMA Financial, LLC [Member] Range [Axis] Minimum [Member] Maximum [Member] Common Stock Warrants [Member] Former Owner [Member] Retail Store [Member] Convertible Promissory Note [Member] Income Statement Location [Axis] General and Administrative Expense [Member] Subsequent Event Type [Axis] Subsequent Event [Member] SBA Loan [Member] Common Stock One [Member] Common Stock Two [Member] Cover [Abstract] Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Flag Entity Emerging Growth Company Entity Shell Company Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current assets Cash Accounts receivable Inventory - coins Inventory - precious metals Prepaid expenses Total current assets Property and equipment net Right of use lease asset Total assets LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses Operating lease liability - current Preferred stock payable Loans payable - related parties Convertible notes payable, net of discount Derivative liability - conversion feature Total current liabilities SBA loan Operating lease liability - non-current Total liabilities Stockholders' deficit Preferred stock; $0.0001 par value, 1,500,000,000 shares authorized; zero shares issued and outstanding Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 2,319,677,703 and 1,292,135,603 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively Receivable from shareholders Additional paid - in capital Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Revenues Cost of revenue Gross profit Operating expenses Professional fees Compensation Other operating expenses Total operating expenses Loss from operations Other income (expense) Unrealized gain on investments in precious metals Interest expense Interest expense related party Loss on settlement of related party debt Gain from settlement of notes payable Other income Changes in fair value of derivative liability Total other income (expense), net Income (loss) before provision for income taxes Provision for income taxes Net income (loss) Income (loss) per share - basic Income (loss) per share - diluted Weighted average number of common shares outstanding - basic Weighted average number of common shares outstanding - diluted Statement [Table] Statement [Line Items] Balance beginning Balance beginning, shares Issuance of common stock for cash Issuance of common stock for cash, shares Estimated fair value difference of common stock issued for cash below fair value Issuance of common stock for cash and receivables Issuance of common stock for cash and receivables, shares Estimated difference in fair value of common stock issued for cash Issuance of common stock for services Issuance of common stock for services, shares Issuance of common stock for services related party Issuance of common stock for services related party, shares Issuance of common stock for convertible notes Issuance of common stock for convertible notes, shares Issuance of common stock for related party notes payable Issuance of common stock for related party notes payable, shares Estimated difference in fair value of common stock issued for related party notes payable Issuance of common stock for exercise of warrants (noncash transaction) Issuance of common stock for exercise of warrants (noncash transaction), shares Beneficial conversion feature of convertible note payable Net income (loss) Balance ending Balance ending, shares Statement of Cash Flows [Abstract] OPERATING ACTIVITIES Adjustments to reconcile net income (loss) to net cash used in operating activities Change in fair value of derivative liability Unrealized gain on investment in precious metals Depreciation Amortization of debt discount and issuance costs, net Common stock issued for services including amortization of prepaid consulting Excess of fair value of common stock issued for cash Excess of fair value of common stock issued to related party upon conversion of notes payable Amortization of beneficial conversion feature Gain on settlement of convertible notes payable Changes in operating assets and liabilities Accounts receivable Inventory - coins Prepaid expenses & services Common stock payable Accounts payable and accrued expenses Net cash used in operating activities INVESTING ACTIVITIES Net cash used in investing activities FINANCING ACTIVITIES Proceeds from issuance of common stock Proceeds from convertible notes payable Payments on convertible notes payable Stock payable Proceeds from SBA loan EX-101.PRE 9 ssok-20200630_pre.xml XBRL PRESENTATION FILE XML 10 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2020	Sep. 29, 2020
Cover [Abstract]
Entity Registrant Name	Sunstock, Inc.
Entity Central Index Key	0001559157
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,714,677,703
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

XML 11 R2.htm IDEA: XBRL DOCUMENT

Condensed and Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current assets
Cash	$ 62,956	$ 153,635
Accounts receivable	219	21,180
Inventory - coins	238,376	134,995
Inventory - precious metals	421,783	397,873
Prepaid expenses	6,358	112,000
Total current assets	729,692	819,683
Property and equipment net	5,375	9,473
Right of use lease asset	44,447	49,596
Total assets	779,514	878,752
Current liabilities
Accounts payable and accrued expenses	299,375	660,114
Operating lease liability - current	11,649	10,740
Preferred stock payable	550,000	150,000
Loans payable - related parties	42,500	60,742
Convertible notes payable, net of discount		906,935
Derivative liability - conversion feature		3,240,220
Total current liabilities	903,524	5,028,751
SBA loan	150,000
Operating lease liability - non-current	32,798	38,856
Total liabilities	1,086,322	5,067,607
Stockholders' deficit
Preferred stock; $0.0001 par value, 1,500,000,000 shares authorized; zero shares issued and outstanding
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 2,319,677,703 and 1,292,135,603 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	231,968	129,214
Receivable from shareholders	(50,200)	(25,100)
Additional paid - in capital	59,966,050	58,592,366
Accumulated deficit	(60,454,626)	(62,885,335)
Total stockholders' deficit	(306,808)	(4,188,855)
Total liabilities and stockholders' deficit	$ 779,514	$ 878,752

XML 12 R3.htm IDEA: XBRL DOCUMENT

Condensed and Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,500,000,000	1,500,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	2,319,677,703	1,292,135,603
Common stock, shares outstanding	2,319,677,703	1,292,135,603

XML 13 R4.htm IDEA: XBRL DOCUMENT

Condensed and Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenues	$ 2,478,688	$ 1,058,818	$ 5,207,887	$ 1,926,256
Cost of revenue	2,437,421	1,015,491	5,105,490	1,829,404
Gross profit	41,267	43,327	102,397	96,852
Operating expenses
Professional fees	251,253	171,700	727,979	618,788
Compensation	180,988	7,524	707,473	4,045,394
Other operating expenses	39,142	19,772	67,682	51,808
Total operating expenses	471,293	198,996	1,503,134	4,715,990
Loss from operations	(430,026)	(155,669)	(1,400,737)	(4,619,138)
Other income (expense)
Unrealized gain on investments in precious metals	84,875	14,515	23,910	12,178
Interest expense	(18,302)	(59,598)	(25,342)	(125,085)
Interest expense related party	(44)	(2,420)	(1,825)	(14,029)
Loss on settlement of related party debt			(182,032)
Gain from settlement of notes payable			776,315
Other income	1,000		1,000
Changes in fair value of derivative liability		5,378,969	3,240,220	(1,342,529)
Total other income (expense), net	67,529	5,331,466	3,832,246	(1,469,465)
Income (loss) before provision for income taxes	(362,497)	5,175,797	2,431,509	(6,088,603)
Provision for income taxes			800	800
Net income (loss)	$ (362,497)	$ 5,175,797	$ 2,430,709	$ (6,089,403)
Income (loss) per share - basic	$ (0.00)	$ 0.01	$ 0.00	$ (0.06)
Income (loss) per share - diluted	$ (0.00)	$ 0.00	$ 0.00	$ (0.01)
Weighted average number of common shares outstanding - basic	2,317,205,176	578,831,735	2,014,931,901	537,426,841
Weighted average number of common shares outstanding - diluted	2,317,205,176	1,041,413,591	2,908,668,164	537,426,841

XML 14 R5.htm IDEA: XBRL DOCUMENT

Condensed and Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Shareholders Receivable [Member]	Accumulated Deficit [Member]	Total
Balance beginning at Dec. 31, 2018	$ 38,212	$ 49,816,650		$ (52,760,269)	$ (2,905,407)
Balance beginning, shares at Dec. 31, 2018	382,117,449
Issuance of common stock for cash	$ 19,500	59,850			79,350
Issuance of common stock for cash, shares	195,000,000
Estimated fair value difference of common stock issued for cash below fair value		4,025,650			4,025,650
Net income (loss)				(11,265,200)	(11,265,200)
Balance ending at Mar. 31, 2019	$ 57,712	53,902,150		(64,025,469)	(10,065,607)
Balance ending, shares at Mar. 31, 2019	577,177,449
Balance beginning at Dec. 31, 2018	$ 38,212	49,816,650		(52,760,269)	(2,905,407)
Balance beginning, shares at Dec. 31, 2018	382,117,449
Net income (loss)					(6,089,403)
Balance ending at Jun. 30, 2019	$ 57,937	53,913,425		(58,849,672)	(4,878,310)
Balance ending, shares at Jun. 30, 2019	579,367,449
Balance beginning at Dec. 31, 2018	$ 38,212	49,816,650		(52,760,269)	(2,905,407)
Balance beginning, shares at Dec. 31, 2018	382,117,449
Issuance of common stock for cash	$ 43,575
Issuance of common stock for cash, shares	435,750,000
Issuance of common stock for services	$ 2,062,000
Issuance of common stock for services, shares	206,200,000
Balance ending at Dec. 31, 2019	$ 129,214	58,592,366	(25,100)	(62,885,335)	(4,188,855)
Balance ending, shares at Dec. 31, 2019	1,292,135,603
Balance beginning at Mar. 31, 2019	$ 57,712	53,902,150		(64,025,469)	(10,065,607)
Balance beginning, shares at Mar. 31, 2019	577,177,449
Issuance of common stock for cash	$ 225	11,275			11,500
Issuance of common stock for cash, shares	2,250,000
Net income (loss)				5,175,797	5,175,797
Balance ending at Jun. 30, 2019	$ 57,937	53,913,425		(58,849,672)	(4,878,310)
Balance ending, shares at Jun. 30, 2019	579,367,449
Balance beginning at Dec. 31, 2019	$ 129,214	58,592,366	(25,100)	(62,885,335)	(4,188,855)
Balance beginning, shares at Dec. 31, 2019	1,292,135,603
Issuance of common stock for cash and receivables	$ 20,600	19,500	(25,100)		15,000
Issuance of common stock for cash and receivables, shares	206,000,000
Estimated difference in fair value of common stock issued for cash		421,200			421,200
Issuance of common stock for services	$ 31,400	314,000			345,400
Issuance of common stock for services, shares	314,000,000
Issuance of common stock for services related party	$ 8,000	200,000			208,000
Issuance of common stock for services related party, shares	80,000,000
Issuance of common stock for convertible notes	$ 2,459	12,541			15,000
Issuance of common stock for convertible notes, shares	24,590,164
Issuance of common stock for related party notes payable	$ 22,974	209,232			232,206
Issuance of common stock for related party notes payable, shares	229,737,650
Estimated difference in fair value of common stock issued for related party notes payable		182,032			182,032
Issuance of common stock for exercise of warrants (noncash transaction)	$ 9,821	(9,821)
Issuance of common stock for exercise of warrants (noncash transaction), shares	98,214,286
Beneficial conversion feature of convertible note payable		25,000			25,000
Net income (loss)				2,793,206	2,793,206
Balance ending at Mar. 31, 2020	$ 224,468	59,966,050	(50,200)	(60,092,129)	48,189
Balance ending, shares at Mar. 31, 2020	2,244,677,703
Balance beginning at Dec. 31, 2019	$ 129,214	58,592,366	(25,100)	(62,885,335)	(4,188,855)
Balance beginning, shares at Dec. 31, 2019	1,292,135,603
Issuance of common stock for cash and receivables	$ 20,350	4,750
Issuance of common stock for cash and receivables, shares	203,500,000
Issuance of common stock for services	$ 345,400
Issuance of common stock for services, shares	314,000,000
Issuance of common stock for exercise of warrants (noncash transaction), shares	98,214,286
Net income (loss)					2,430,709
Balance ending at Jun. 30, 2020	$ 231,968	59,966,050	(50,200)	(60,454,626)	(306,808)
Balance ending, shares at Jun. 30, 2020	2,319,677,703
Balance beginning at Mar. 31, 2020	$ 224,468	59,966,050	(50,200)	(60,092,129)	48,189
Balance beginning, shares at Mar. 31, 2020	2,244,677,703
Issuance of common stock for cash	$ 7,500				7,500
Issuance of common stock for cash, shares	75,000,000
Net income (loss)				(362,497)	(362,497)
Balance ending at Jun. 30, 2020	$ 231,968	$ 59,966,050	$ (50,200)	$ (60,454,626)	$ (306,808)
Balance ending, shares at Jun. 30, 2020	2,319,677,703

XML 15 R6.htm IDEA: XBRL DOCUMENT

Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
OPERATING ACTIVITIES
Net income (loss)	$ (362,497)	$ 2,793,206	$ 5,175,797	$ (11,265,200)	$ 2,430,709	$ (6,089,403)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Change in fair value of derivative liability			(5,378,969)		(3,240,220)	1,342,529
Unrealized gain on investment in precious metals	(84,875)		(14,515)		(23,910)	(12,178)
Depreciation					4,098	2,848
Amortization of debt discount and issuance costs, net						5,889
Common stock issued for services including amortization of prepaid consulting					553,400	4,025,650
Excess of fair value of common stock issued for cash					421,200
Excess of fair value of common stock issued to related party upon conversion of notes payable					182,032
Amortization of beneficial conversion feature					25,000
Gain on settlement of convertible notes payable					(776,315)
Changes in operating assets and liabilities
Accounts receivable					20,961	788
Inventory - coins					(103,381)	(76,274)
Prepaid expenses & services					105,642	477,488
Common stock payable						28,900
Accounts payable and accrued expenses					83,505	162,861
Net cash used in operating activities					(317,279)	(130,902)
INVESTING ACTIVITIES
Net cash used in investing activities
FINANCING ACTIVITIES
Proceeds from issuance of common stock					22,500	90,850
Proceeds from convertible notes payable					25,000
Payments on convertible notes payable					(564,738)
Stock payable					400,000
Proceeds from SBA loan					150,000
Proceeds from notes payable related parties					193,838
Payments on notes payable related parties						(24,726)
Net cash provided by financing activities					226,600	66,124
Net change in cash					(90,679)	(64,778)
Cash, beginning of period		$ 153,635		$ 84,439	153,635	84,439	$ 84,439
Cash, end of period	$ 62,956		$ 19,661		62,956	19,661	$ 153,635
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Interest					150,335	1,772
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH
Common stock issued in exchange for convertible notes					$ 15,000

XML 16 R7.htm IDEA: XBRL DOCUMENT

Nature of Operations and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Nature of Operations and Summary of Significant Accounting Policies

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

BASIS OF PRESENTATION

USE OF ESTIMATES

CONCENTRATION OF RISK

INVENTORIES

COLLECTIBLE COINS – MOM’S SILVER SHOP

PRECIOUS METALS AND COINS HELD FOR INVESTMENT - SUNSTOCK

PROPERTY AND EQUIPMENT

LONG-LIVED ASSETS

REVENUE RECOGNITION

INCOME TAXES

There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.

EARNINGS (LOSS) PER COMMON SHARE

FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

XML 17 R8.htm IDEA: XBRL DOCUMENT

Going Concern

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 - GOING CONCERN

XML 18 R9.htm IDEA: XBRL DOCUMENT

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2020

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

	1	Exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income).

	2	Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment.

	3	Exception to the ability not to recognize a deferred tax liability for foreign subsidiary when a foreign equity method investment becomes a subsidiary.

	4	Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.

The amendments in the update also simplify the accounting for income taxes by doing the following:

	1	Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax.

	2	Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction.

	3	Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority.

	4	Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.

	5	Making minor Codification improvements for income taxes relating to employee stock ownership plans and investments in qualified affordable housing projects accounted for by using the equity method.

The following table summarizes the impact of Topic 842 on our condensed consolidated balance sheet upon adoption on January 1, 2019:

	January 1, 2019 (unaudited)
	pre-adoption		adoption impact		post-adoption
Assets
Right of use lease asset	$	-	$	59,777	$	59,777
Total assets	$	-	$	59,777	$	59,777
Liabilities and Stockholders’ Equity
Operating lease liability – current	$	-	$	9,088	$	9,088
Operating lease liability - non-current		-		50,689		50,689
Total liabilities and stockholders’ equity	$	-	$	59,777	$	59,777

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

XML 19 R10.htm IDEA: XBRL DOCUMENT

Property and Equipment

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4 – PROPERTY AND EQUIPMENT

	June 30, 2020			December 31, 2019
Furniture and equipment	$	58,460		$	58,460
Less – accumulated depreciation		(53,085	)		(48,987	)
	$	5,375		$	9,473

Depreciation expense for the six months ended June 30, 2020 and 2019 was $4,098 and $2,848, respectively.

XML 20 R11.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses

6 Months Ended

Jun. 30, 2020

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	June 30, 2020		December 31, 2019
Accounts payable	$	3,731	$	-
Accrued consultant fees		150,866		130,000
Accrued audit fees		66,575		52,916
Accrued payroll		30,000		-
Expenses owed consultant		22,668		33,480
Accrued dividends payable		19,853		-
Accrued settlement fees		-		26,640
Accrued interest payable		44		415,823
Other accrued expenses		5,638		1,255
	$	299,375	$	660,114

XML 21 R12.htm IDEA: XBRL DOCUMENT

Stock Payable

6 Months Ended

Jun. 30, 2020

Stock Payable

Stock Payable

NOTE 6 – STOCK PAYABLE

XML 22 R13.htm IDEA: XBRL DOCUMENT

Related Party Activity

6 Months Ended

Jun. 30, 2020

Related Party Activity

NOTE 7 - RELATED PARTY ACTIVITY

The following table is a summary of the activity for Loans payable- related parties for the six months ended June 30, 2020:

Balance at 12/31/2019	$	60,742
Loan increases		193,838
Loan principal converted to common stock		(212,080	)
Balance at 06/30/2020	$	42,500

XML 23 R14.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 8 – COMMITMENTS AND CONTINGENCIES

As of June 30, 2020, the maturities of our operating lease were as follows for the periods ended December 31:

	Remaining Lease Payments
2020	$	8,186
2021		16,738
2022		17,240
2023		13,221
Total remaining lease payments		55,385
Less: imputed interest		(10,938	)
Total operating lease liabilities		44,447
Less: current portion		(11,649	)
Long term operating lease liabilities	$	32,798

Weighted average remaining lease term		39 months
Weighted average discount rate		12	%

LITIGATION

On December 26, 2018, EMA filed a lawsuit in Federal Court for breach of contract.

In October and November 2019, Power Up converted the remaining principal of $53,000 and $3,180 in accrued interest of its December 19, 2017, debt into 32.586,386 shares of common stock.

INDEMNITIES AND GUARANTEES

XML 24 R15.htm IDEA: XBRL DOCUMENT

Convertible Notes Payable

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Convertible Notes Payable

NOTE 9 – CONVERTIBLE NOTES PAYABLE

There were no convertible notes payable as of June 30, 2020.

All convertible notes outstanding as of December 31, 2019 (see LITIGATION in Note 8) were either converted to stock or paid during the six months ended June 30, 2020.

XML 25 R16.htm IDEA: XBRL DOCUMENT

Derivative Liabilities

6 Months Ended

Jun. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 10 – DERIVATIVE LIABILITIES

The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the six months ended June 30, 2020:

Balance December 31, 2019	$	3,240,220
Elimination of fair value due to elimination of debt		(3,240,220	)
Balance as of June 30, 2020	$	-

XML 26 R17.htm IDEA: XBRL DOCUMENT

SBA Loan

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Sba Loan

Note 11 – SBA LOAN

XML 27 R18.htm IDEA: XBRL DOCUMENT

Stockholder's Deficit

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Stockholder's Deficit