Sunstock, Inc. - FORM 10-K

Attached files

file	filename
EX-32 - Sunstock, Inc.	ex32.htm
EX-31 - Sunstock, Inc.	ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2020

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

For the transition period from to _______________ to ____________

Commission file number 000-54830

SUNSTOCK, INC.

(Exact 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)

Registrant’s telephone number, including area code: 916-860-9622

Securities registered pursuant to Section 12(b) of the Act: None

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 Exchange Act:

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

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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. [X] Yes [ ] No.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Yes [ ] No

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	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 [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,824,446 as of June 30, 2020. Shares of the registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

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

Class		Outstanding at April 15, 2021
Common Stock, par value $0.0001		3,980,347,703

Documents incorporated by reference: None

Table of Contents

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A	Controls and Procedures	11
Item 9B.	Other Information	12

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	17
Item 14.	Principal Accounting Fees and Services	18

PART IV
Item 15.	Exhibits, Financial Statement Schedules	19

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains statements relating to our future plans and developments, financial goals and operating performance that are based on our current beliefs and assumptions. These statements constitute “forward-looking statements” within the meaning of federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “may,” “should,” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements are only based on facts and factors known by us as of the date of this report. 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 specifically addressed under the section below entitled “Risk Factors,” as well as those discussed elsewhere in this report and in our other filings with the Securities and Exchange Commission (“SEC”). Readers are urged not to place undue reliance on these forward-looking statements.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, whether as a result of new information, future events or otherwise, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this report, as well as our other SEC filings, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.

Item 1. Business

Summary

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. In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sandgate Acquisition Corporation to Sunstock, Inc. On July 18, 2013, 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, the Company acquired all assets and liabilities of Mom’s Silver Shop, Inc. (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 principal 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 acquires mining assets as well as rights to purchase mining production and sells 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.

The Company’s independent registered public accounting firm has issued a report stating there is substantial doubt about the Company’s ability to continue as a going concern.

The Business: Precious Metals and Coins - Sunstock

Silver and other precious metals, may be used as an investment. A traditional way of investing in silver is by buying actual bullion bars. In some countries, like Switzerland and Liechtenstein, bullion bars can be bought or sold over the counter at major banks. Another means of buying and trading silver is through silver coins. Silver coins include the one ounce 99.99% pure Canadian Silver Maple Leaf and the one ounce 99.93% pure American Silver Eagle. Likewise, an increasing popular method of trading in silver and precious metals is through exchange-traded products, such as exchange-traded funds, exchange-traded notes and closed-end funds that aim to track the price of silver. Silver exchange-traded products are traded on the major stock exchanges including the London and New York Stock Exchanges.

Investors typically look to precious metals as a safe and reliable store of value and as a way to protect their assets from the influence of inflation, devaluation, and potential bond and equity market crashes. They act as safe haven investments, particularly in times of elevated political and economic uncertainty. The flow of investment capital into commodity-related sectors has increased more than tenfold over the past decade. Stable precious metal prices compared to increasing stock market volatility have elevated investments in precious metals to a standalone asset class, forming part of almost all diversified asset portfolios.

At the present time, the Company does not anticipate or foresee a material effect on this line of its business from existing or probable governmental regulations except as follows. The recent COVID-19 pandemic has resulted in many governments around the world enacting various social distancing orders and directives, which have resulted in decreased foot traffic to many business, as well as accommodative fiscal and monetary measures that have been viewed as inflationary by some markets, which has resulted in increased demand for physical precious metals bullion and coins. This recent increased demand has occurred at the same time in supply constraints from mints and refiners as a result of the COVID-19 pandemic. As a result, premiums on precious metal bullion and coins available for immediate delivery have recently increased, affecting both our revenues and our ability to resupply our inventories of our precious metals. We expect price, demand and supply volatility to continue as a result of the COVID-19 pandemic and the actions governments are taking to address it.

Services and Products

The Company has established positions in precious metals. As of December 31, 2020, the Company held 11,200 ounces of silver and 204 ounces of gold.

Competition

The Company’s Retail Store has a number of small coin shop competitors in the Sacramento, California area, as well as online precious metals dealer competitors such as monex.com and apmex.com.

Sales and Marketing Strategy

The Company’s goal is to achieve vertical integration within the precious metal industry. To achieve this goal, the Company is investigating the acquisition of mineral rights and assets to complement its already established precious metal business. We intend to first focus on projects that already own significant amounts of unrefined – but already mined – gold ore and other precious metals.

Revenues and Losses

The Company had limited revenues prior to the acquisition of the Retail Store, and has not realized any operating profits as of yet.

The Company recorded revenues of $10,072,770 and $6,148,441 during the years ended December 31, 2020 and 2019, respectively.

The Company has had net losses from inception through the year ended December 31, 2019. The Company had a net loss of $10,125,066 for the year ended December 31, 2019. The Company had a net income of $2,677,844 for the year ended December 31, 2020, due to $4,087,280 in net other income derived mainly from the settlement of $776,315 of debt and $3,240,220 reduction of derivative liability. The Company does not expect to enter into such debt agreements in the future nor realize such income in the future.

THE COMPANY

Employees

Currently, the Company has three employees and two consultants. The employees are at the Retail Store. Our employees are not represented by a labor union or by a collective bargaining agreement.

Item 1A. Risk Factors

Not Applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company currently uses the residence of the Company’s CEO for its corporate office at no charge.

The Company entered into a lease agreement in October 2018 for 1,088 square feet of retail shop space for the Retail Store. The lease requires combined monthly payments of base rent and triple net of $1,866 per month for sixty months.

Item 3. Legal Proceedings

On August 21, 2020, Boustead Securities, LLC (“Boustead”) filed suit against Sunstock, Inc. (“Sunstock”) in the County of Orange, California. Boustead is an investment banking firm engaged by Sunstock on September 19, 2019 to raise equity. Boustead maintains that Sunstock owes it 87,179,487 shares of Preferred Stock Warrants and 9,230,769 shares of Common Stock Warrants. Boustead is also seeking general damages, interest, and costs of the suit. Sunstock believes that Boustead has not fulfilled its obligations in raising equity and plans to vigorously contest the suit. Sunstock has hired an arbitrator and is currently in negotiations with Boustead.

In December 2020, a former employee of Sunstock filed a claim with the California Labor Commission regarding claimed back pay owed. A preliminary hearing was held on January 4, 2021 and the Company is currently awaiting the next step.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On December 9, 2015 the Company began light trading on the NASDAQ bulletin board under the symbol “SSOK”.

The Company’s shares currently trade on the OTC Link alternative trading system operated by OTC Markets Group, Inc. under the symbol “SSOK.” The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years as reported by the OTCMarkets.com and represents inter dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

	High		Low

Year ended December 31, 2020:
First Quarter	$	0.0235	$	0.00085
Second Quarter		0.0058		0.0012
Third Quarter		0.0038		0.0011
Fourth Quarter		0.003		0.0008
Year ended December 31, 2019:
First Quarter	$	0.055	$	0.004
Second Quarter		0.013		0.0001
Third Quarter		0.013		0.0021
Fourth Quarter		0.010		0.0016

As of December 31, 2020, there are 2,939,677,703 shares of common stock outstanding of which 1,256,124,397 shares are owned by officers and directors of the Company. There are approximately 80 holders of our common stock.

The future sale of the Company’s presently outstanding “unregistered” and “restricted” common stock by present members of management and persons who own more than five percent of the Company’s outstanding voting securities may have an adverse effect on any “established trading market” that may develop in the shares of the Company’s common stock.

In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 6 months. While affiliates of the Company are subject to certain limits in the amount of restricted securities, they can sell under Rule 144, there are no such limitations on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public market, there is likely to be a negative effect on the market price of the Company’s securities. There is no dividend policy currently in place.

Recent Sales of Unregistered Securities.

During the quarter ended December 31, 2020, we have issued the following securities which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K:

Shares issued for conversion of Series A convertible preferred shares:

On October 16, 2020, the Company issued 130,000,000 shares of common stock in exchange for 130,000,000 shares of Series A convertible preferred stock.

On December 8, 2020, the Company issued 75,000,000 shares of common stock in exchange for 75,000,000 shares of Series A convertible preferred stock.

Shares issued to investors for cash:

On December 29, 2020, the Company sold 20,000,000 shares of common stock at $0.001 per share for $2,000 to an accredited investor.

Item 6. Selected Financial Data.

There is no selected financial data required to be filed for a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

You should read the following discussion and analysis in conjunction with our Consolidated Financial Statements and related Notes thereto included in Part II, Item 8 of this Report before deciding to purchase, hold or sell our common stock.

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 principal 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.

Critical Accounting Policies

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The 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 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.

Stock-Based Compensation:

All share-based payments are recognized in the consolidated financial statements based upon their fair values.

The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and non-employees based on the grant date fair value of the awards. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is primarily recognized over the term of the consulting agreement. In accordance with FASB guidance, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes.

2020 Year-End Analysis Results of Operations

Comparison of the Years Ended December 31, 2020 and 2019

For the year ended December 31, 2020, revenues were $10,072,770, an increase of $3,924,329 from $6,148,441 for 2019. The increase in revenue was primarily due to discounts to large purchasers of coins and more people considering coins a safe haven in 2020 due to Covid-19 and political uncertainty.

For the year ended December 31, 2020, cost of goods sold were $9,843,157, an increase of $3,901,418 from $5,941,739 for 2019 due to the increase in revenue.

For the year ended December 31, 2020, gross profit was $229,613 (2.3%), an increase of $22,911 from a gross profit of $206,702 (3.4%) for 2019.

For the year ended December 31, 2020, operating expenses were $1,638,250, a decrease of $7,125,808 from $8,764,057 for 2019. Stock based compensation was $974,600 for 2020, a decrease of $6,860,550 from $7,835,150 in 2019. $5,865,950 was for employee stock based compensation and $894,600 was for consultant stock based compensation in 2019. Stock based compensation is based on the discretion of the CEO.

For the year ended December 31, 2020, the net income was $2,677,844, an increase of $12,802,910 from a loss of $10,125,066 for 2019. The net income for 2020 was due to $4,087,280 in net other income derived mainly from the settlement of $776,315 of debt and $3,240,220 reduction of derivative liability. The Company does not expect to enter into such debt agreements in the future, nor realize such income in the future. The accumulated deficit at December 31, 2020 was $60,207,492.

Liquidity and Capital Resources

As of December 31, 2020, the Company had $47,055 in cash, $219 in accounts receivable, $1,015,599 in inventories and $13,456 in prepaid expenses. During the year ended December 31, 2020, the Company used net cash of $414,280 in operations. During the year ended December 31, 2020, $307,700 in net cash was provided by financing activities as follows: the Company raised $25,000 in cash from a convertible note payable, $5,100 from shareholder receivable, $42,500 from the issuance of common stock, $400,000 from the issuance of preferred stock, $150,000 from an SBA loan, $359,838 in notes payable from related parties, and paid $110,000 on notes payable from related parties and $564,738 on convertible notes payable.

The Company has not posted operating income since inception. It has an accumulated deficit of $60,207,491 as of December 31, 2020. Therefore, there is 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 third parties.

Item 8. Financial Statements and Supplementary Data

The financial statements for the years ended December 31, 2020 and 2019 are attached hereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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 December 31, 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. The Company does not have accounting personnel that have adequate technical accounting skills to identify terms in agreements that would have material accounting implications on the Company’s consolidated financial statements in accordance with US GAAP, such as permanent vs. temporary equity treatment of the Company’s preferred stock in accordance with ASC 480.

2. The Company does not obtain and retain supporting documentation over the precious metal trade dates and quantities traded and does not properly record the realized gain/loss on the trade according to the fair market value of the items traded on a given date.

3. The Company has an inadequate number of personnel that could accurately and timely record and report the Company’s consolidated financial statements in accordance with US GAAP.

4. The Company does not perform formal risk assessments over financial reporting and does not evaluate its internal control processes.

Notwithstanding the existence of these material weaknesses in internal control over financial reporting, we believe that the financial statements in this Annual Report on Form 10-K 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.

Changes in Internal Control Over Financial Reporting

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

Item 9B. Other information

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The Directors and Officers of the Company are as follows:

Name	Age	Positions and Offices Held

Jason C. Chang	47	President, Secretary, Director
Dr. Ramnik S. Clair	69	Vice President, Director

Management of Sunstock

The Company has three employees and two consultants. Jason C. Chang and Dr. Ramnik S. Clair are the officers and directors of the Company and shareholders. Mr. Chang, as president, and Mr. Clair as senior vice president, have allocated time to the activities of the Company with minimal cash compensation.

There are no agreements or understandings for the officer or director to resign at the request of another person and the above- named officer and director is not acting on behalf of nor will act at the direction of any other person.

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which they have served as such, and the business experience during at least the last five years:

Jason C. Chang, serves as a director, Chief Executive Officer and President of Sunstock. Mr. Chang began his career in the hospitality industry as a child and continuing as an adult working in the family business operating several hotels throughout California. Mr. Chang has now had over 20 years of hospitality management experience. In addition, as an entrepreneur, Mr. Chang has helped fund numerous startup companies, primarily related to the technology sector.

Dr. Ramnik Clair serves as a director and Senior Vice President of Sunstock. Dr. Clair received his medical degree in India and immigrated to the United States in 1983. He completed his medical residency in New York and has subsequently served in his medical practice as a solo practitioner. Dr. Clair intends to assist the Company in building long term relationships with its client base.

Conflicts of Interest

Messrs. Chang and Clair are not directors of, or sole beneficial shareholders of any other companies which have filed registration statements on Form 10 for the registration of their common stock pursuant to the Securities Exchange Act.

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has two persons who are the only shareholders and who serve as the directors and officers. The Company has limited operations and business actually does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction, the current officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website on which to post a code of ethics.

Corporate Governance.

For reasons similar to those described above, the Company does not have a nominating, compensation nor audit committee of the board of directors. At this time, the Company consists of two shareholders who serve as the corporate directors and officers. The Company has no activities, and receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only two shareholders of the Company, there is no established process by which shareholders to the Company can nominate members to the Company’s board of directors. Similarly, however, at such time as the Company has more shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company’s board of directors.

Compliance with Section 16(A) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Delinquent Section 16(a) Reports

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock by each person who, at any time during the 2019 and 2020 fiscal years, was a director, officer, or beneficial owner of more than 10% of our common stock, were timely, except as follows (i) Jason Chang did not timely file a Form 4 upon the following:

his purchase of 50,000,000 shares of Company common stock on January 8, 2019,

his purchase of 15,000,000 shares of Company common stock on January 23, 2019,

his purchase of 20,000,000 shares of Company common stock on January 29, 2019,

his purchase of 10,638,298 shares of Company common stock on February 12, 2019,

his purchase of 20,000,000 shares of Company common stock on February 22, 2019,

his purchase of 5,000,000 shares of Company common stock on February 25, 2019,

his purchase of 10,638,298 shares of Company common stock on February 26, 2019,

his purchase of 3,723,404 shares of Company common stock on February 27, 2019,

his purchase of 1,860,465 shares of Company common stock on February 26, 2019,

his purchase of 11,627,907 shares of Company common stock on March 8, 2019,

his purchase of 23,255,814 shares of Company common stock on March 12, 2019,

his purchase of 23,255,814 shares of Company common stock on March 18, 2019,

his purchase of 27,000,000 shares of Company common stock on July 1, 2019,

his purchase of 50,000,000 shares of Company common stock on August 16, 2019,

his purchase of 30,000,000 shares of Company common stock on September 5, 2019,

his receipt of 164,277,000 shares of Company common stock on October 28, 2019,

his receipt of 22,631,000 shares of Company common stock on December 28, 2019,

his receipt of 24,737,650 shares of Company common stock on January 9, 2020,

his receipt of 80,000,000 shares of Company common stock on February 11, 2020,

and his receipt of 205,000,000 shares of Company common stock on March 25, 2020.

(ii) Dr. Ramnik Clair did not timely file a Form 4 upon his receipt of 30,000,000 shares of Company common stock on October 1, 2019 and his purchase of 36,000,000 shares of Company common stock on February 15, 2020.

Item 11. Executive Compensation

Summary Compensation Table — Fiscal Years Ended December 31, 2020 and 2019

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year		Salary		Bonus		Stock Awards			Option Awards		Non-Equity Incentive Plan Compensation Earnings		Non-Equity Deferred Compensation Earnings		All Other Compensation			Total

Jason Chang,		2020	$	-	$	-	$	208,000	(2)	$	-	$	-	$	-	$	182,032	(3)	$	390,032
CEO, President & CFO (1)		2019	$	-	$	-	$	-		$	-	$	-	$	-	$	5,144,223	(4)	$	5,144,223

Dr. Ramnik Clair		2020	$	-	$	-	$	-		$	-	$	-	$	-	$	421,200	(6)	$	421,200
SVP (5)		2019	$	-	$	-	$	297,000	(7)	$	-	$	-	$	-	$	-		$	297,000

Narrative to Summary Compensation Table

1.	On July 18, 2013, Mr. Chang was appointed as a director, and Chief Executive Officer and President of the Company.

2.	During the year ended December 31, 2020, the Company issued 80,000,000 shares of common stock to our chief executive officer below market value for services. $208,000 was recorded as stock-based compensation.

3.	During the year ended December 31, 2020, the Company issued 205,000,000 shares of common stock to our chief executive officer in settlement of $207,468 of notes payable related party and accrued interest.

4.	During the year ended December 31, 2019, the Company’s chief executive officer purchased 302,000,000 shares of common stock below market price. $4,798,150 in stock-based compensation expense was recorded. Additionally, the Company issued 186,908,000 shares of common stock in settlement of $186,908 of notes payable, related party. $346,073 in loss from settlement of debt, related party was recorded.

5.	On July 18, 2013, Dr. Clair was appointed as Senior Vice President and Director of the Company

6.	During the year ended December 31, 2020, the Company’s SVP and Director purchased 36,000,000 shares of common stock below market price. $421,200 in stock-based compensation expense was recorded.

7.	During the year ended December 31, 2019, the Company issued 30,000,000,000 shares of common stock to our SVP and Director below market value for services. $297,000 was recorded as stock-based compensation.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

The Company currently does not compensate its directors with cash.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 15, 2021, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each director and each of our named executive officers and (iii) all executive officers and directors as a group.

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Name and Title:	Class of Security	Amount of beneficial ownership			Percent of Class (1)
*Executive Officers and Directors:*
Jason Chang	Common Stock		2,217,243,897	(2)		55.70	%
Chief Executive Officer, Chief Financial Officer and Director

Dr. Ramnik S. Clair	Common Stock		79,580,500	(3)		2.00	%

All Executive Officers and Directors	Common Stock		2,296,824,397	(2)		57.20	%
(2 persons)

*More than 5% Beneficial Owners:*
Jonathan Bates	Common Stock		220,000,000	(4)		5.53	%

	1.	Based on 3,980,347,703 shares of common stock and no shares of Series A convertible Preferred Stock outstanding as of April 15, 2021. All shares of Series A convertible Preferred Stock are convertible at any time at the holder’s election into the greater of (i) 1 share of common stock if the closing bid price of the Company’s is at or above $0.001 per share, or (ii) if the closing bid price of the Company’s common stock is below $0.001 per share, the number of shares of common stock equal to the amount of shares of Series A convertible Preferred Stock multiplied by the conversion ratio of $0.001 divided by the closing bid price. Holders of shares of Series A convertible Preferred Stock are not entitled to any voting rights except as otherwise required by applicable law. For the purposes of the disclosure in this item, the closing bid price utilized was above $0.001 per share.

	2.	Includes 2,089,981,662 shares held in the name of Jason Chang, 241,700 shares of common stock held by Jason and Chiung Chang jointly, 94,930,535 shares of common stock held by Chiung Ying Chang, the mother of Jason Chang, 31,550,000 shares of common stock held by Chin Chang, the father of Jason Chang, and 540,000 shares of common stock held by Chiung Ying Chang and Chin Chang jointly, the parents of Jason Chang. 400,000,000 shares of Series A Preferred Stock held by Jason Chang as of December 31, 2020 were converted to 400,000,000 shares of common stock on February 16, 2021, and $192,201 in shareholder loans and accrued interest from Jason Chang were converted to 640,670,000 shares of common stock on March 18, 2021.

	3.	Includes 66,000,000 shares held in the name of Dr. Clair, 12,560,500 shares of common stock held jointly in the name of Dr. Clair and his wife, and 1,020,000 shares of common stock held by Mrs. Clair.

	4.	Includes 130,000,000 common shares held in the name of Innovative Digital Investors Emerging Technology, LP (“Innovative”), and 90,000,000 common shares held in the name of BFAM Partners, LLC (“BFAM”).

Item 13. Certain Relationships and Related Transactions and Director Independence

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 during the year ended December 31, 2019. The shares were purchased below market price, and $975,000 in stock-based compensation expense was recorded.

During the year ended December 31, 2020, the Company recorded compensation to its CEO for the following.

●

During the year ended December 31, 2020, the Company’s chief executive officer received 80,000,000 shares of common stock below market value for services. $208,000 was recorded as stock-based compensation in the accompanying statement of operations.

●

During the year ended December 31, 2020, the Company’s chief executive officer received 229,737,650 shares of common stock below market value in exchange for $232,206 in notes payable related party and accrued interest. $182,032 in stock issued below market was recorded in loss from settlement of debt with related party.

During the year ended December 31, 2019, the Company recorded compensation to its CEO for the following:

	●	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 compensation in the accompanying statement of operations.

	●	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 in stock issued below market was recorded in loss from settlement of debt with related party.

Sunstock is not currently required to maintain an independent director as defined by in Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely that neither Mr. Chang nor Dr. Clair would not be considered independent directors if it were to do so.

Item 14. Principal Accounting Fees and Services

Audit Fees

Hall & Company has been the Company’s auditor since 2014. Hall & Company was acquired by Macias Gini & O’Connell LLP (“MGO”) on January 1, 2021. MGO has performed the December 31, 2020 audit.

The aggregate fees billed or expected to be billed for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company’s annual financial statements and reviews of financial statements included in the Company’s Form 10-K and Form 10-Q reports, consents and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

	Fiscal Year Ended		Fiscal Year Ended
	December 31, 2020		December 31, 2019

Audit Fees
Hall & Company	$	-	$	83,615
MGO		83,000		-
	$	83,000	$	83,615

Audit Related Fees

None.

Tax Fees

None.

All Other Fees

None.

Audit Committee Policies and Procedures

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Exhibits

3.1		Certificate of Incorporation (incorporated by reference to Registration Statement on Form 10-12G filed on October 10, 2012 (File No.: 000-54830))

3.2		Bylaws (incorporated by reference to Registration Statement on Form 10-12G filed on October 10, 2012 (File No.: 000-54830))

31.1*		Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: April 15, 2021	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Executive Officer (Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Dated: April 15, 2021	By:	/s/ Jason C. Chang
		Chairman of the Board of Directors

Dated: April 15, 2021	By:	/s/ Ramnik Clair
		Ramnik Clair
		Director

FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets as of December 31, 2020 and 2019	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019	F-4

Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2020 and 2019	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019	F-6

Notes to Consolidated Financial Statements	F-7

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Sunstock, Inc.

Opinion on The Financial Statements

We have audited the accompanying consolidated balance sheet of Sunstock, Inc. and subsidiaries (the “Company”) as of December 31, 2019, the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Hall & Company

We have served as the Company’s auditor since 2014

Irvine, CA

April 24, 2020

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Sunstock, Inc.

Opinion on The Financial Statements

We have audited the accompanying consolidated balance sheet of Sunstock, Inc. and subsidiaries (the “Company”) as of December 31, 2020, the related consolidated statements of operations, convertible preferred stock and changes in stockholders’ equity and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

Basis for Opinion

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation and identification of related parties and related party transactions

As discussed in Note 7 to the consolidated financial statements, Jason C. Chang, the Chief Executive Officer, Chief Financial Officer and Director, is the majority beneficial owner of the Company and is a related party. During the year ended December 31, 2020, the Company entered into a number of transactions with Mr. Chang, including 1) debt agreements for funds advanced to the Company for the use of settling other convertible notes payable and outstanding as of December 31, 2019; such related party debt was either repaid by the Company during the year ended December 31, 2020 or in the subsequent period, or converted into the Company’s common stock during the year ended December 31, 2020 at a price below market value, which further caused the Company to record a loss from settlement with the related party, 2) equity agreement for the issuance of Series A convertible preferred stock for cash, which was also used to repay part of the other convertible notes payable outstanding as of December 31, 2019.

We identified the evaluation of the identification of related parties and recording of related party transactions as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the Company.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and the operating effectiveness of certain internal controls over the Company’s related party process, including controls over the identification of the Company’s related party relationships and transactions. We performed the following procedures to evaluate the identification of related parties and recording of related party transactions by the Company:

	●	Read debt and equity agreements and contracts between the Company and the related party;
	●	Received confirmation from related party and compared response to the Company’s records;
	●	Reviewed bank and legal confirmations for reference to related party transactions and obligations;
	●	Reviewed material purchase and sales transactions to determine whether they may have created a related party;
	●	Evaluated whether transactions are occurring but are not given accounting recognition;
	●	Reviewed accounting records for large, unusual, or nonrecurring transactions or balances, paying particular attention to related party transactions recognized at or near December 31, 2020;
	●	Received third party confirmation from the Company’s stock transfer agent for all related party common and preferred stock outstanding as of December 31, 2020;
	●	Evaluated the price at which common stock was issued to the related party during the year ended December 31, 2020 and obtained the fair market value of the common stock from third party independent sources;
	●	Queried the accounts payable general ledger for transactions with related parties;
	●	Evaluated the Company’s reconciliation of its applicable accounts to the related parties’ records of transactions and balances;
	●	Read the Company’s “consents of directors in lieu of meeting” minutes of the Board of Directors;
	●	Inquired with executive officers, key members of management, and the Board of Directors regarding related party transactions;
	●	Read public filings, external news, and research sources for information related to transactions between the Company and related parties.

/s/ Macias Gini & O’Connell LLP

We have served as the Company’s auditor since 2021

Irvine, CA

April 15, 2021

F-2

SUNSTOCK, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2020			December 31, 2019

ASSETS
Current assets
Cash	$	47,055		$	3,635
Restricted cash		-			150,000
Accounts receivable		219			21,180
Inventory – coins		333,088			134,995
Inventory – precious metals		682,511			397,873
Prepaid expenses		13,456			112,000
Total Current Assets		1,076,329			819,683

Property and equipment-net		3,723			9,473
Right of use lease asset		38,480			49,596

Total assets	$	1,118,532		$	878,752

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	316,125		$	660,114
Operating lease liability – current		12,617			10,740
Convertible preferred stock payable		-			150,000
Loan payable - related parties		98,500			60,742
Convertible notes payable, net of discount		-			906,935
Derivative liability - conversion feature		-			3,240,220
Total Current Liabilities		427,242			5,028,751
SBA loan		150,000			-
Operating lease liability – non-current		25,863			38,856
Total liabilities		603,105			5,067,607

Commitments and contingencies

Series A convertible preferred stock, $0.0001 par value, 1,100,000,000 shares authorized, 400,000,000 and 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $5,200,000 and $0 as of December 31, 2020 and December 31, 2019, respectively		200,000			-

Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 400,000,000 shares authorized, 0 and 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		-			-
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 2,939,677,703 and 1,292,135,603 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		293,968			129,214
Shareholders receivable		(45,100	)		(25,100	)
Additional paid - in capital		60,274,050			58,592,366
Accumulated deficit		(60,207,491	)		(62,885,335	)

Total stockholders’ equity (deficit)		315,427			(4,188,855	)
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)	$	1,118,532		$	878,752

The accompanying notes are an integral part of the consolidated financial statements

F-3

SUNSTOCK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years ended December 31,
	2020			2019

Revenues	$	10,072,770		$	6,148,441
Cost of revenue		9,843,157			5,941,739
Gross profit		229,613			206,702

Operating expenses
Professional fees		821,589			2,148,658
Compensation		711,250			6,520,776
Other operating expenses		105,411			94,623
Total operating expenses		1,638,250			8,764,057

Operating loss		(1,408,637	)		(8,557,355	)
Other income (expense):
Gain (loss) on sale of precious metals		157,218			(7,475	)
Unrealized gain in precious metals		127,422			46,514
Interest expense		(28,228	)		(237,146	)
Interest expense - related party		(4,634	)		(16,700	)
Loss from settlement of debt with related party		(182,032	)		(346,073	)
Gain from settlement of debt		776,315			334,924
Other expense		-			(26,640	)
Other income		1,000			-
Changes in fair value of derivative liability		3,240,220			(1,313,515	)
Total other income (expense)		4,087,281			(1,566,111	)
Income (loss) before income tax		2,678,644			(10,123,466	)
Income tax		800			1,600

Net income (loss)	$	2,677,844		$	(10,125,066	)

Income (loss) per share – basic	$	0.00		$	(0.01	)

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

Weighted average number of common shares outstanding – basic		2,395,637,441			740,235,608

Weighted average number of common shares outstanding - diluted		3,247,071,867			740,235,608

The accompanying notes are an integral part of the consolidated financial statements

F-4

SUNSTOCK, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Series A Convertible Preferred Stock						Common Stock				Additional Paid-			Shareholders			Accumulated
	Shares			Amount			Shares		Amount		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 and receivables								435,750,000		43,575		193,025			(25,100	)		-			211,500
Estimated fair value difference of common stock issued for cash below fair value								-		-		5,773,150			-			-			5,773,150
Issuance of common stock for convertible notes								81,160,154		8,116		253,871			-			-			261,987
Issuance of common stock for related party notes payable								186,908,000		18,691		168,217			-			-			186,908
Estimated difference in fair value of common stock issued for related party notes payable								-		-		346,073			-			-			346,073
Issuance of common stock for services								206,200,000		20,620		2,041,380			-			-			2,062,000
Net loss								-		-		-			-			(10,125,066	)		(10,125,066	)
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		-			-			301,000,000		30,100		37,500			(25,100	)		-			42,500
Proceeds from shareholders receivable		-			-			-		-		-			5,100			-			5,100
Excess of 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
Loss from settlement of debt with related party		-			-			-		-		182,032			-			-			182,032
Issuance of common stock for exercise of warrants		-			-			98,214,286		9,821		(9,821	)		-			-			-
Amortization of beneficial conversion feature		-			-			-		-		25,000			-			-			25,000
Issuance of preferred stock for convertible preferred stock payable		200,000,000			150,000			-		-		-			-			-			-
Issuance of preferred stock for cash		800,000,000			400,000			-		-		-			-			-			-
Issuance of common stock for conversion of preferred stock		(600,000,000	)		(350,000	)		600,000,000		60,000		290,000			-			-			350,000
Net income								-		-		-			-			2,677,844			2,677,844
Balance at December 31, 2020		400,000,000		$	200,000			2,939,677,703	$	293,968	$	60,274,050		$	(45,100	)	$	(60,207,491	)	$	315,427

The accompanying notes are an integral part of the audited consolidated financial statements

F-5

SUNSTOCK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years ended
	December 31, 2020			December 31, 2019
OPERATING ACTIVITIES
Net income (loss)	$	2,677,844		$	(10,125,066	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of derivative liability		(3,240,220	)		1,313,515
Unrealized gain in precious metals		(127,422	)		(46,514	)
Depreciation		5,750			6,296
Gain on conversion of notes payable to common stock		-			(287,035	)
Loss from settlement of debt with related party		182,032			346,073
Amortization of debt discount and issuance costs		-			5,889
Issuance of common stock for services and for services for related parties		553,400			7,835,150
Decrease in notes payable due to default penalties		-			(27,090	)
(Gain) loss on sale of precious metals		(157,218	)		7,475
Excess of fair value of common stock issued for cash		421,200			-
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			(45,492	)
Inventories – coins and precious metals		(198,093	)		(114,048	)
Prepaid expenses		98,544			463,900
Accounts payable and accrued expenses		100,256			303,869
Preferred stock payable		-			150,000
Net cash used in operating activities		(414,280	)		(213,078	)
INVESTING ACTIVITIES
Inventories – metals and coins		-			-
Purchase of property and equipment		-			-
Cash paid in acquisition		-			-
Cash used in investing activities		-			-

FINANCING ACTIVITIES
Proceeds from convertible notes payable		25,000			-
Payments on convertible notes payable		(564,738	)		-
Proceeds from issuance of preferred stock		400,000			-
Proceeds from SBA loan		150,000			-
Proceeds from note payable from related parties		359,838			78,400
Proceeds from issuance of common stock for cash and receivables		42,500			236,600
Proceeds from shareholders receivable		5,100			-
Payments on notes payable related parties		(110,000	)		(32,726	)
Net cash provided by financing activities		307,700			282,274

Net change in cash and restricted cash		(106,580	)		69,196
Cash, beginning of period		153,635			84,439
Cash, end of period	$	47,055		$	153,635

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH
Shares issued in exchange for related party debt	$	232,206		$	186,908
Estimated difference in fair value of common stock issued for conversion of debt	$	-		$	143,147
Common stock issued in exchange for convertible debt	$	15,000		$	118,840
Precious metals exchanged at fair value	$	-		$	7,475
Common stock issued for conversion of preferred shares	$	350,000		$	-
Convertible preferred stock issued for stock payable	$	350,000		$	-
Issuance of common stock for exercise of warrants	$	9,821		$	-

The accompanying notes are an integral part of the consolidated financial statements

F-6

SUNSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NATURE OF OPERATIONS

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 principal 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 intends to acquires mining assets as well as rights to purchase mining production and sells 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 summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements (“financial statements”). Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

F-7

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.

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 December 31, 2020 and 2019.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

INVENTORY - COINS

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 net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $333,088 at December 31, 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.

INVENTORY - PRECIOUS METALS

Inventories of precious metals and coins held for investment at December 31, 2020 also include $682,511 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 such as Kitco.com and Apmex. 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 as defined later in this section. 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 and gold 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 $127,422 for the year ended December 31, 2020 and an unrealized gain of $46,514 for the year ended December 31, 2019.

F-8

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 years ended December 31, 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

F-9

REVENUE RECOGNITION (CONTINUED)

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 December 31, 2020 and 2019.

INCOME (LOSS) PER COMMON SHARE

Basic income (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted income (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 warrants and have been excluded from the computation of diluted income (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

For the year ended December 31, 2020 there were 851,434,426 potentially dilutive shares, such as convertible preferred shares, preferred share warrants and common share warrants, that were included in the diluted income (loss) per share. For the year ended December 31, 2019, the potential common shares that may be issued by the Company relate to outstanding stock warrants and convertible preferred shares and have been excluded from the computation of diluted loss per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

F-10

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.

At December 31, 2020 and 2019, the Company’s financial instruments include cash, accounts receivable, inventory – coins, inventory – precious metals, and accounts payable. The carrying amount of cash, accounts receivable, inventory – coins, inventory – precious metals, and accounts payable approximates fair value due to the short-term maturities of these instruments.

RECLASSIFICATIONS

The Company recorded restricted cash of $150,000 as part of cash in the audited consolidated financial statements included in the December 31, 2019 10-K. The restricted cash has been listed as a separate line for December 31, 2019 in the attached balance sheet. All of the restricted cash was disbursed in the three months ended March 31, 2020. The reclassification did not affect current assets, total assets, or net loss for the year ended December 31, 2019.

NOTE 2 - GOING CONCERN

The Company has not posted operating income and has not generated cash from operations since inception. It has an accumulated deficit of $60,207,491 as of December 31, 2020. The Company did not generate cash flow from operations for the years ended December 31, 2020 and December 31, 2019. Therefore, there is 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 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 consolidated 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 had discussions with a third party in regards to raising funds through a private placement of equity. Those discussions with that third party have since been terminated. The Company intends to initiate discussions with an undetermined 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.

F-11

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the Financial Accounting Standards Board (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 adopted the amendment as of January 1, 2019.

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.

F-12

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

	January 1, 2019
	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’ Deficit
Operating lease liability – current	$	-	$	9,088	$	9,088
Operating lease liability - non-current		-		50,689		50,689
Total liabilities and stockholders’ deficit	$	-	$	59,777	$	59,777

NOTE 4 – PROPERTY AND EQUIPMENT

	December 31, 2020			December 31, 2019
Furniture and equipment	$	58,460		$	58,610
Less – accumulated depreciation		(54,737	)		(48,987	)
	$	3,723		$	9,473

Depreciation expense for the years ended December 31, 2020 and 2019 was $5,750 and $6,296, respectively.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	December 31, 2020		December 31, 2019
Accrued interest payable	$	2,886	$	415,823
Accrued consultant fees		140,967		130,000
Accrued audit fees		71,575		52,916
Accrued dividends - preferred stock		32,381		-
Accrued payroll		30,000		-
Expenses owed related party		22,669		33,480
Accrued settlement fees		-		26,640
Other accrued expenses		15,647		1,255
	$	316,125	$	660,114

F-13

NOTE 6 – SERIES A CONVERTIBLE PREFERRED STOCK

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. 150,000,000 shares of Series A Preferred Stock were converted into 150,000,000 shares of common stock in the third quarter of 2020 and 50,000,000 shares of Series A Preferred Stock were converted into 50,000,000 shares of common stock in the fourth quarter of 2020.

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. All preferred stock was issued and outstanding as of December 31, 2020.

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. The funds were used as part of the payments of convertible notes payable in January 2020. 245,000,000 shares of Series A Preferred Stock were converted into 245,000,000 shares of common stock in the third quarter of 2020 and 155,000,000 shares of Series A Preferred Stock were converted into 155,000,000 shares of common stock in the fourth quarter of 2020.

The following table is a summary of the activity for Stock payable – Series A convertible Preferred Shares parties for the year ended December 31, 2020:

	Amount			Shares

Balance at 12/31/2019	$	150,000			200,000,000
Stock payable increases		400,000			800,000,000
Stock payable converted to preferred shares		(200,000	)		(400,000,000	)
Stock payable converted to preferred shares then converted to common shares		(350,000	)		(600,000,000	)
Balance at 12/31/2020	$	-			-

The Series A Preferred Stock have a dividend rate of 8% of the purchase price, 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. Preferred shareholders shall have the right to convert any number of their shares into common shares at any time. The shares upon 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. The Company, at the option of its directors, may at any time or from time to time, after the expiration of two years from the date of the issuance of any shares of the Series A Preferred Stock to a Holder, redeem the whole or any part of the outstanding Series A Preferred Stock of such Holder. Any such redemption shall be pro rata with respect to all of the Holders of the Series A Preferred Stock. There is no contractual cap on the number of common shares that the Company could be required to deliver on preferred shareholders’ conversion to common stock. Accordingly, Series A Preferred Stock has been classified as temporary equity (See Note 13).

F-14

NOTE 7 - RELATED PARTY ACTIVITY

During the year ended December 31, 2020, the Company’s chief executive officer purchased 400,000,000 shares of Series A convertible Preferred Stock for $200,000 (see Note 6). The funds were used as part of the payments of convertible notes payable in January 2020.

During the year ended December 31, 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

During the year ended December 31, 2020, the Company was provided loans totaling $359,838 by the Company’s chief executive officer. $110,000 in loans were repaid. The loans bear interest at 6% per annum. During the six months ended June 30, 2020, $212,080 in notes payable and $20,126 in 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. This includes 24,737,650 shares issued for payment on settlement of convertible debt with Power Up. $182,032 was recorded as loss on settlement of related party debt in the accompanying statement of operations.

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 CEO. 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.

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 Loan payable- related parties for the year ended December 31, 2020:

Balance at 12/31/2019	$	60,742
Loan increases		359,838
Loan payments		(110,000	)
Loan principal converted to common stock		(212,080	)
Balance at 12/31/2020	$	98,500

F-15

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company leases space for Mom’s Silver Shop. The lease is for five years and began in October 2018 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 December 31, 2020, the maturities of our operating lease were as follows for the periods ended December 31:

	Remaining Lease Payments
2021	$	16,738
2022		17,240
2023		13,221
Total remaining lease payments		47,199
Less: imputed interest		(8,719	)
Total operating lease liabilities		38,480
Less: current portion		(12,617	)
Long term operating lease liabilities	$	25,863

Weighted average remaining lease term		33 months
Weighted average discount rate		12	%

LITIGATION

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.

F-16

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On May 24, 2017, the Company entered a Convertible Promissory Note with Auctus Fund, LLC., (“Auctus”) in the principal amount of $112,250 (the “Auctus Note”) The Auctus Note beared interest at the rate of 12% per annum (24% upon an event of default) and was due and payable on February 24, 2018. The note was in default. The principal amount of the Auctus Note and all accrued interest was convertible at the option of the holder at the lower of (a) 55% multiplied by the average of the two lowest trading prices during the 25 trading days prior to the date of the note and (b) 55%, (a 45% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date). The variable conversion term was a derivative liability and the Company recorded approximately $100,000 of debt discount upon issuance. The prepayment amount ranged from 135% to 140% of the outstanding principal plus accrued interest of the note, depending on when such prepayment was made. In addition, the Company recognized issuance costs of $12,750 on the funding date and amortized such costs as interest expense over the term of the note. The Company recorded approximately $159,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On June 5, 2017, the Company entered a Convertible Promissory Note with EMA Financial, LLC., (“EMA”) in the principal amount of $115,000 (the “EMA Note”). The EMA Note beared interest at the rate of 10% per annum (24% upon an event of default) and was due and payable on June 5, 2018. The principal amount of the EMA Note and all accrued interest was convertible at the option of the holder at the lower of (a) the closing sales price 50% and (b) (a 50% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date) or the closing bid price. The variable conversion term was a derivative liability, see Note 7, and the Company recorded approximately $115,000 of debt discount upon issuance and amortized such costs to interest expense over the term of the note. The prepayment amount ranged from 135% to 150% of the outstanding principal plus accrued interest of the note, depending on when such prepayment was made. In addition, the Company recognized issuance costs of $6,900 on the funding date and amortized such costs as interest expense over the term of the note. The Company recorded approximately $109,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA AUC”) with Auctus Fund, LLC, upon the terms and subject to the conditions of SPA3, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note”) to Auctus. The Company received proceeds of $77,000.00 in cash from Auctus. Interest accrued on the outstanding principal amount of the Note at the rate of subject 12% per annum (24% upon an event of default). The Note was due and payable on July 11, 2018. The Note was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the two (2) lowest trading days during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The variable conversion term was a derivative liability and the Company recorded approximately $74,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note Regarding the Note, the Company paid Auctus $10,750 for its expenses and legal fees. The Company recorded approximately $127,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA4”) with EMA Financial, LLC (“EMA2”), upon the terms and subject to the conditions of SPA4, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note4”) to EMA. The Company received proceeds of $79,395.00 in cash from EMA2. Interest accrued on the outstanding principal amount of the Note4 at the rate of 10% per annum (24% upon an event of default). The Note4 was due and payable on October 11, 2018. The Note4 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. The variable conversion term was a derivative liability and the Company recorded approximately $85,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note. If the closing sale price at any time fell below $0.17 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 50% figure mentioned above would be reduced to 35%. In connection with the EMA Note, the Company paid EMA2 $5,100 for its expenses and legal fees. The Company recorded approximately $81,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

F-17

On December 8, 2017, the Company entered into a securities purchase agreement (“SPA3”) with Crown Bridge Partners, LLC (“CROWN”), upon the terms and subject to the conditions of SPA6, we issued a convertible promissory note in the principal amount of $65,000.00 (the “Note6”) to CROWN. The Company received proceeds of $56,000 in cash from CROWN. Interest accrued on the outstanding principal amount of the Note6 at the rate of 8% per annum (15% upon an event of default). The Note6 was due and payable on December 8, 2018. The Note6 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 55% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. If the closing sale price at any time fell below $0.10 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 55% figure mentioned above would be reduced to 45%. The variable conversion term was a derivative liability and the Company recorded approximately $65,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note. In connection with the Note6, the Company paid CROWN $2,500 for its expenses and legal fees. The Company recorded approximately $32,000 in default penalty that was added to the note as of December 31, 2018. On January 28, 2020, the Company reached a settlement agreement and general release with Crown Bridge. The agreement called for the payment of $90,000 by January 31, 2020, which was made, upon which Crown Bridge would release the Company of all claims.

On April 16, 2018, the Company entered into a securities purchase agreement (“SPA8”) with Powerup Lending Group, LTD (“POWER3”), upon the terms and subject to the conditions of SPA8 we issued a convertible promissory note in the principal amount of $53,000.00 (the “Note8”) to POWER3. The Company received proceeds of $50,000 in cash from POWER3. Interest accrued on the outstanding principal amount of the Note8 at the rate of 12% per annum (22% upon an event of default. The Note8 was due and payable on January 30, 2019. The Note8 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 61% of the lowest sale price for the common stock during the fifteen (15) consecutive trading days immediately preceding the conversion date. In connection with the Note8, the Company paid POWER3 $3,000 for its expenses and legal fees. The Company recorded approximately $26,000 in default penalty that was added to the note as of December 31, 2018. 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.

On December 30, 2019, the Company received $150,000 cash from Innovative Digital Investors Emerging Technology, LP, Inc. (“Innovative”) in exchange for a subscription agreement for 200,000,000 Series A preferred shares and 100,000,000 common stock warrants that was authorized December 30, 2019. The funds were used as part of the settlement agreements with Auctus Fund, EMA, and Crown Bridge that were paid on January 31, 2020. On February 3, 2020, the Company issued 98,214,286 shares of common stock to Innovative upon the cashless exercise of the common stock warrants.

On January 9, 2020, Power Up converted $15,000 in accrued interest and default penalty of its April 16, 2018 note into 24,590,164 shares of common stock. The remaining balance of $24,738 was paid by the Company’s CEO, Jason Chang, on January 9, 2020. 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 received $150,000 cash from Jason Chang, the Company’s CEO. On January 30, 2020, the Company received $20,000 cash from Jason Chang. On February 3, 2020, the Company received $30,000 cash from Jason Chang. The total of $200,000 cash was in exchange for a subscription agreement for 400,000,000 Series A preferred shares that was authorized on December 30, 2019. The funds were used as part of the settlement agreements with Auctus, EMA, and Crown Bridge that were paid on January 31, 2020.

On January 15, 2020, the Company reached a settlement agreement and mutual general release (the “Agreement”) with two note holders, Auctus and EMA. The Company owed Auctus $165,569 in note principal and $233,086 in accrued interest as of January 15, 2020. The Company owed EMA $141,970 in note principal and $122,140 in accrued interest as of January 15, 2020. The Agreement called for the payment of $425,000 by January 31, 2020 by the Company jointly to Auctus and EMA (through Giordano and Company) and, upon such payment, that Auctus and EMA would release the Company of all claims and that the Company would release Auctus and EMA 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 (the “Agreement”) with a note holder, Crown Bridge. The Company owed Crown Bridge $65,000 in note principal and $17,636 in accrued interest as of January 28, 2020. The Agreement called for the payment of $90,000 by January 31, 2020 by the Company to Crown Bridge and, upon such payment, that Crown Bridge would release the Company of all claims and that the Company would release Crown Bridge of all claims.

On January 29, 2020, the Company received $200,000 cash from BFAM Partners, LLC in exchange for a subscription agreement for 400,000,000 Series A preferred shares that was authorized on December 30, 2019. The funds were used as part of the settlement agreements with Auctus Fund, EMA, and Crown Bridge that were paid on January 31, 2020.

F-18

There were no convertible notes payable as of December 31, 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 principal and accrued interest of $342 were fully paid on June 30, 2020.

All convertible notes outstanding as of December 31, 2019 were either converted to stock or paid during the year ended December 31, 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 has 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 December 31, 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 year ended December 31, 2020:

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

F-19

NOTE 12 – STOCKHOLDER’S EQUITY (DEFICIT)

The Company is authorized to issue 5,000,000,000 shares of common stock and 1,500,000,000 of preferred stock which includes 1,100,000,000 of Series A convertible preferred stock.

During the year ended December 31, 2020, the Company issued 600,000,000 shares of its common stock for the conversion of 600,000,000 shares of Series A convertible preferred stock.

During the year ended December 31, 2020, the Company recorded shareholders 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. $5,100 of the stock receivable was received during the three months ended September 30, 2020.

During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2020, the Company issued 20,000,000 shares of its common stock for $20,000 in cash at a price of $0.001 per share.

During the year ended December 31, 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 Professional fees in the accompanying consolidated statement of operations.

During the year ended December 31, 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.

During the year ended December 31, 2020, the Company issued 24,590,164 shares of its common stock for the conversion of $15,000 of convertible note payable.

During the year ended December 31, 2020, the Company issued 229,737,650 shares of its common stock valued at $414,238 for the conversion of $212,080 of related party notes payable and $20,126 accrued interest payable. This includes 24,737,650 shares issued for payment on settlement of convertible debt with Power Up (see Note 7). $182,032 was recorded as loss on settlement of related party debt in the accompanying statement of operations.

During the year ended December 31, 2020, the Company issued 98,214,286 shares of its common stock for the cashless conversion of warrants exercised.

During the year ended December 31, 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 (see Note 9).

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.

F-20

NOTE 12 – STOCKHOLDER’S EQUITY (DEFICIT) (CONTINUED)

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.

WARRANTS

On December 30, 2019, the Company issued to Boustead Securities (“Boustead”) a preferred stock purchase warrant for 100,000,000 shares. Boustead may exercise the warrant at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0005 per share, although Boustead may not own more than 9.99% of total outstanding preferred shares after any conversion. Boustead may exercise the warrant in a cashless exercise. Boustead may also, at its sole discretion, convert preferred shares to common shares based on a conversion rate in the Certificate of Designation for the Series A Preferred Stock. The Company also issued to Boustead a common stock purchase warrant for 10,000,000 shares. Boustead may exercise the warrant at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0003 per share, although Boustead may not own more than 9.99% of total outstanding common shares after any exercise. Boustead may exercise the warrants in a cashless exercise.

	preferred stock warrants		common stock warrants
Balance at 12/31/19		100,000,000		110,000,000
Warrants added		-		-
Warrants forfeited due to cashless exercise		-		(1,785,714	)
Warrants exercised		-		(98,214,286	)
Balance at 12/31/20		100,000,000		10,000,000

NOTE 13 – TEMPORARY EQUITY

The Company issued 1,000,000,000 and no shares of Series A convertible preferred stock for the years ended December 31, 2020 and December 31, 2019, respectively. Shares of Series A convertible preferred stock hold conversion features providing that, at the holder’s election, the holder may convert the preferred stock into common stock. Upon conversion, the Company may be required to deliver a variable number of equity shares that is determined by using a formula based on the market price of the Company’s common stock. The right of the preferred shareholder to convert into common shares shall commence as of the date the shares are issued to the shareholder. In the event the preferred shareholder elects to convert, the preferred shareholder shall have 60 days from the date of such notice in which to render his shares of preferred stock to the Company. The conversion rate shall be the greater of (i) one fully paid and nonassessable share of common stock if the market value of the common stock is at or above $0.001 per share, or (ii) if the market value of the common stock is below $0.001, a number of fully paid and nonassessable shares of common stock equal to an amount of preferred shares multiplied by the conversion ratio of $0.001 divided by the market value, at the discretion of the preferred shareholder. Market value shall mean the closing bid price for the common stock on such previous day’s close of the common stock. The conversion rate and conversion price may be adjusted upon subdivision (by any share split, share dividend, recapitalization, for example), combination (by combination, reverse share split, for example), or any recapitalization, reorganization, reclassification, consolidation, merger, or other similar transaction. There is no contractual cap on the number of common shares that the Company could be required to deliver on preferred shareholders’ conversions to common stock. Accordingly, Series A preferred stock has been classified as temporary equity. As of December 31, 2020, the Company’s stock price was $0.0024 per share.

F-21

NOTE 13 – TEMPORARY EQUITY (CONTINUED)

600,000,000 shares of Series A convertible preferred stock were converted to 600,000,000 shares of common stock during the year ended December 31, 2020. 400,000,000 shares of Series A convertible preferred stock were outstanding as of December 31, 2020.

The liquidation preference was $5,200,000 and $0 as of December 31, 2020 and 2019, respectively.

NOTE 14 - INCOME TAXES

The Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the years ended December 31, 2020 and 2019 is summarized below:

	December 31, 2020		December 31, 2019
Current:
Federal	$	-	$	-
State		800		1,600
Total current		800		1,600
Deferred:
Federal		-		-
State		-		-
Total deferred		-		-
Income tax provision	$	800	$	1,600

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s income (loss) before income taxes to the income provision is as follows:

	December 31, 2020			December 31, 2019
U.S. federal statutory tax rate		21.0000	%		21.0000	%
State tax benefit, net		0.0299	%		0.0158	%
Stock based compensation		7.6407	%		(16.0444	)%
Other		0.0067	%		(0.0025	)%
Change in valuation allowance		(28.6474	)%		(4.9531	)%
Effective income tax rate		0.0299	%		0.0158	%

F-22

NOTE 14 - INCOME TAXES (CONTINUED)

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	December 31, 2020			December 31, 2019
Deferred tax assets:
NOL’s	$	1,757,000		$	1,896,427
State taxes		-			-
Inventory and other reserves		-			-
Depreciation and amortization		-			-
NQ stock option expense		14,698,000			12,956,327
Total deferred tax assets		16,455,000			14,852,754
Valuation allowance		(16,455,000	)		(14,852,754	)
Net deferred tax assets	$	-		$	-

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by approximately $719,000 for the year ended December 31, 2020.

As of December 31, 2020, the Company had net operating loss carryforwards for federal income tax purposes of approximately $6,350,000 which expire beginning in the year 2033. As of December 31, 2020, the Company had net operating loss carryforwards for state income tax purposes of approximately $4,800,000 which expire beginning in the year 2033.

Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. The Company has not performed an analysis to determine the limitation of the net operating loss carryforwards.

The Company has not filed any federal or state tax returns since its inception, but intends to file them in 2021.

NOTE 15 - 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 audited 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.

On February 16, 2021, 400,000,000 shares of convertible preferred stock were converted to 400,000,000 shares of common stock by the Company’s CEO. No convertible preferred stock was outstanding after the conversion.

On March 18, 2021, 640,670,000 shares of common stock were issued to the Company’s CEO for $192,201 in related party debt.

F-23

Sunstock, Inc. - FORM 10-K - April 15, 2021

Attached files

Sunstock, Inc. Reports