Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended March 31, 2024

 

OR

 

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

 

For the transition period from _________________ to _________________

 

Commission file number 000-54830

 

SUNSTOCK, INC.

(Exact Name of Registrant as Specified in its Charter)

 

SANDGATE ACQUISITION CORPORATION

(Former Name of Registrant as Specified in its Charter)

 

Delaware		46-1856372
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

111 Vista Creek Circle

Sacramento, California 95835

(Address of principal executive offices) (zip code)

 

916-860-9622

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

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

 

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

 

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

 

Class		Outstanding at May 15, 2024
Common Stock, par value $0.0001			5,021,857
Preferred Stock, par value $0.0001			-

 

Documents incorporated by reference: None

 

 

 

 

TABLE OF CONTENTS

 

Part I Financial Information		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Part II Other Information		20
Item 1.	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22

 

2

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Condensed and Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)	4
Unaudited Condensed and Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	5
Unaudited Condensed and Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023	6
Unaudited Condensed and Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	7
Notes to Unaudited Condensed and Consolidated Financial Statements	8 - 14

 

3

 

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED BALANCE SHEETS

 

		March 31, 2024				December 31, 2023
		(unaudited)				(audited)
ASSETS
Current assets
Cash		$	6,146			$	13,790
Inventory – coins			1,277,377				1,272,999
Inventory – precious metals			862,738				814,574
Prepaid expenses			25,318				9,327
Total current assets			2,171,579				2,110,690
Property and equipment, net			147				203
Right of use lease asset			32,861				37,120
Total assets		$	2,204,587			$	2,148,013
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses		$	576,544			$	564,933
SBA loan – current			9,217				8,368
Right of use lease liability – current			18,320				16,233
Loans payable – related parties			73,523				25,681
Total current liabilities			677,604				615,215
SBA loan – net of current portion			140,783				141,632
Right of use lease liability – non-current			14,541				20,887
Total liabilities			832,928				777,734
Stockholders’ equity
Preferred stock; $0.0001 par value, 20,000,000 shares authorized; 0 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,021,857 and 5,021,857 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively			502				502
Additional paid – in capital			67,279,869				67,279,869
Accumulated deficit			(65,908,712	)			(65,910,092	)
Total stockholders’ equity			1,371,659				1,370,279
Total liabilities, convertible preferred stock, and stockholders’ equity		$	2,204,587			$	2,148,013

 

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

 

4

 

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		For the three months ended March 31,
		2024				2023
Revenues		$	282,138			$	3,339,884
Cost of revenue			278,485				3,293,393
Gross profit			3,653				46,491
Operating expenses
Professional fees			43,406				62,052
Other operating expenses			4,962				8,248
Total operating expenses			48,368				70,300
Loss from operations			(44,715	)			(23,809	)
Other income (expense)
Unrealized gain (loss) on investments in precious metals			48,164				14,075
Interest expense			(1,443	)			(1,443	)
Interest expense related party			(626	)			(469	)
Total other income (expense), net			46,095				12,163
Income (loss) before provision for income taxes			1,380				(11,646	)
Provision for income taxes			-				-
Net income (loss)		$	1,380			$	(11,646	)
Income (loss) per share – basic and diluted		$	(0.00	)		$	0.00
Weighted average number of common shares outstanding – basic and diluted			5,021,857				4,815,857

 

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

 

5

 

SUNSTOCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ EQUITY

 

		Convertible Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance at December 31, 2022			-			$	-				4,815,857			$	481			$	67,053,289			$	(65,915,978	)		$	1,137,792
Net loss			-				-				-				-				-				(11,646	)			(11,646	)
Balance at March 31, 2023 (unaudited)			-			$	-				4,815,857			$	481			$	67,053,289			$	(65,927,624	)		$	1,126,146
Balance at December 31, 2023			-			$	-				5,021,857			$	502			$	67,279,869			$	(65,910,092	)		$	1,370,279
Net income			-				-				-				-				-				1,380				1,380
Balance at March 31, 2024 (unaudited)			-			$	-				5,021,857			$	502			$	67,279,869			$	(65,908,712	)		$	1,371,659

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

SUNSTOCK, INC.

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		For the three months ended March 31,
		2024				2023
OPERATING ACTIVITIES
Net income (loss)		$	1,380			$	(11,646	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Unrealized (gain) loss on investment in precious metals			(48,164	)			(14,075	)
Depreciation			56				55
Changes in operating assets and liabilities
Inventories – coins			(4,378	)			(50,761	)
Prepaid expenses			(15,991	)			(13,808	)
Accounts payable and accrued expenses			11,611				21,690
Net cash used in operating activities			(55,486	)			(68,545	)
INVESTING ACTIVITIES
Net cash used in investing activities			-				-
FINANCING ACTIVITIES
Proceeds from loan – related parties			47,482				56,500
Net cash provided by financing activities			47,482				56,500
Net change in cash			(8,004	)			(12,045	)
Cash, beginning of period			13,790				16,691
Cash, end of period		$	6,146			$	4,646
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Interest		$	-			$	-
Income taxes		$	-			$	-

 

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

 

7

 

SUNSTOCK, INC.

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

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

 

NATURE OF OPERATIONS

 

Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. 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 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California.

 

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

 

BASIS OF PRESENTATION

 

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

 

The accompanying condensed and consolidated balance sheet at December 31, 2023, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024 or any future periods.

 

8

 

USE OF ESTIMATES

 

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

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2024 and December 31, 2023.

 

CASH AND CASH EQUIVALENTS

 

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

 

INVENTORIES

 

INVENTORY - COINS

 

The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $1,277,377 at March 31, 2024 compared to $1,272,999 at December 31, 2023.

 

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 March 31, 2024 include $862,738 of gold and silver bullion and bullion coins and $814,574 at December 31, 2023 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 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 gold and silver bullion in current assets under inventory is appropriate.

 

9

 

INVENTORY – PRECIOUS METALS (CONTINUED)

 

The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metal of $48,164 for the three months ended March 31, 2024 and an unrealized gain in precious metals of $14,075 for the three months ended March 31, 2023.

 

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 three months ended March 31, 2024 and 2023. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

 

REVENUE RECOGNITION

 

The Company’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.

 

10

 

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 March 31, 2024 and December 31, 2023.

 

INCOME (LOSS) PER COMMON SHARE

 

Basic income (loss) per share represents 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 Company had no potential common shares as of March 31, 2024 and March 31, 2023.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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

 

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

 

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

 

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

 

At March 31, 2024 and December 31, 2023, the Company’s financial instruments include cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. Inventory – precious metals is at fair value measured under the Level 1 category.

 

11

 

PRINCIPLES OF CONSOLIDATION

 

We consolidate entities that we control due to ownership of a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

 

NOTE 2 - GOING CONCERN

 

The Company has not posted annual operating income since inception. It has an accumulated deficit of $65,908,712 as of March 31, 2024. 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. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

 

These unaudited condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue 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 unaudited condensed and 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.

 

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.

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

		March 31, 2024				December 31, 2023
Furniture and equipment		$	58,460			$	58,460
Less – accumulated depreciation			(58,313	)			(58,257	)
		$	147			$	203

 

Depreciation expense for the three months ended March 31, 2024 and 2023 was $56 and $55, respectively.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

		March 31, 2024				December 31, 2023
Accrued court decision		$	338,171			$	338,171
Accrued consultant fees			130,000				133,649
Accrued audit fees			28,244				14,934
Accrued dividends – preferred stock			36,326				36,326
Expenses owed related party			-				-
Accrued interest payable			21,651				20,208
Accrued interest payable related party			13,352				12,726
Other accrued expenses			8,800				8,919
		$	576,544			$	564,933

 

12

 

NOTE 5 - RELATED PARTY ACTIVITY

 

During the three months ended March 31, 2024, the Company was provided loans totaling $47,842 by the Company’s chief executive officer. The loans bear interest at 6% per annum. There was $13,352 in accrued interest at March 31, 2024.

 

During the three months ended March 31, 2023, the Company was provided loans totaling $56,500 by the Company’s chief executive officer. The loans bear interest at 6% per annum. There was $16,645 in accrued interest at March 31, 2023.

 

As of March 31, 2024, the Company had $36,326 in accrued dividends on preferred stock, of which $19,141 was due to the Company’s chief executive officer.

 

The following table is a summary of the activity for Loans payable- related parties principal for the three months ended March 31, 2024 and March 31, 2023:

 

Balance at 12/31/2022		$	6,000
Loan advances			56,500
Balance at 03/31/23		$	62,500
Balance at 12/31/2023		$	25,681
Loan advances			47,842
Balance at 03/31/24		$	73,523

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company leases space for Mom’s Silver Shop. The lease was for five years and began in October 2018 and runs through September 2023. The lease called for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five. The lease expired in September 2023 and the Company operated on a month-to-month lease until a new lease was signed on February 16, 2024. The new lease is through January 31, 2026 and calls for $1,469 per month from November 2023 through January 2024, $0 for February 2024 (February 2024 rent is allocated equally in the March 2024 through January 2026 rent), $1,628 per month from March 2024 through January 2025, and $1,673 per month from February 2025 through January 2026. 4.95% was used in the calculation of the present value of the right of use lease asset and liability.

 

LITIGATION

 

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 maintained that Sunstock owed it 87,179 shares of Preferred Stock Warrants and 9,231 shares of Common Stock Warrants. Boustead also sought general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed Boustead $260,308 for warrants issued that Sunstock did not honor. $260,308 was accrued and is shown as part of accounts payable and accrued expenses in the balance sheet. See detail in Note 4 above. The warrants are no longer outstanding. All other monetary claims by Boustead were dismissed by the Court. The $260,308 is to be paid in cash. The Company filed an appeal of the judgment on December 9, 2021. On August 17, 2023, the Court found that Sunstock owed Boustead $338,171 for damages, attorneys’ fees and costs. Sunstock accrued an additional $77,863 in the period ended September 30, 2023.

 

13

 

LITIGATION (CONTINUED)

 

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.

 

INDEMNITIES AND GUARANTEES

 

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

 

NOTE 7 – 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 twenty-four months after closing. Per discussions with the SBA, the Company made an initial payment of $73 in April 2024 and is to make five additional payments of $73 per month. The SBA will then assess the Company’s loan and inform the Company as to how much following payments should be and the frequency.

  

		Remaining Loan Payments
2024		$	23,095
2025			8,940
2026			8,940
2027			8,940
2028			8,940
thereafter			191,465
Total remaining loan payments			250,320
Less: imputed interest			(100,320	)
Total loan liability			150,000
Less: current portion			(9,217	)
Long term loan liability		$	140,783
Weighted average remaining loan term			26.2 years

 

NOTE 8- STOCKHOLDERS’ EQUITY

 

COMMON STOCK

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 of preferred stock.

 

During the three months ended March 31, 2024, the Company issued no shares of its common stock.

 

During the three months ended March 31, 2023, the Company issued no shares of its common stock.

 

NOTE 9 – 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 unaudited condensed and consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its condensed and consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Company has no subsequent evets as of the date of this report.

 

14

 

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

 

The following information should be read in conjunction with the unaudited condensed and consolidated financial statements and notes thereto appearing elsewhere in this report. For additional context with which to understand our financial condition and results of operations, see the discussion and analysis included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on April 3, 2024, as well as the unaudited condensed and consolidated financial statements and related notes contained therein.

 

Forward Looking Statements

 

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

 

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

 

15

 

Overview

 

Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

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

 

On October 22, 2018, the Company acquired all assets and liabilities of the Retail Store of Sacramento, California. The Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.

 

Going Concern

 

The Company has not posted operating income and has not generated cash from operations since inception. It has an accumulated deficit of $65,908,712 as of March 31, 2024. The Company did not generate cash flow from operations for the three months ended March 31, 2024 and the year ended December 31, 2023. 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 unaudited condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

 

There is no assurance that the Company will ever be profitable. The 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.

 

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.

 

Critical Accounting Policies

 

There have been no material changes from the critical accounting policies as previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

16

 

Results of Operations

 

Discussion of the Three Months ended March 31, 2024 and 2023

 

The Company generated revenues during the three months ended March 31, 2024 of $282,138 as compared to $3,339,884 in revenues posted for the three months ended March 31, 2023. The decrease in revenues is due to the CEO having surgery early in the first quarter 2024 and not being able to return to work until early in the second quarter 2024.

 

For the three months ended March 31, 2024 and 2023, cost of sales were $278,485 and $3,293,393, respectively, which decrease was driven by the CEO being unable to work during most of the first quarter 2024 as disclosed above. Professional fees decreased to $43,406 from $62,052 for the three months ended March 31, 2024 and 2023, respectively. Other operating expenses decreased to $4,962 from $8,248 for the three months ended March 31, 2024 and 2023, respectively.

 

Interest expense was $1,443 and $1,443 for the three months ended March 31, 2024 and 2023, respectively. Interest expense related party increased to $626 for the three months ended March 31, 2024 from $469 for the three months ended March 31, 2023.

 

Unrealized gain on investments in precious metals was $48,164 for the three months ended March 31, 2024 compared to an unrealized gain of $14,075 for the three months ended March 31, 2023 due to a greater increase in the price of bullion.

 

During the three months ended March 31, 2024, the Company posted a net income of $1,380 as compared to a net loss of $11,646 for the three months ended March 31, 2023. Such change is primarily related to lower professional fees in 2024 and higher unrealized gain on investments in precious metals in 2024, partially offset by lower gross profit in 2024.

 

Liquidity and Capital Resources

 

As of March 31, 2024, the Company had $6,146 in cash and $2,140,115 in inventory of precious metals and coins compared to $13,790 in cash and $2,087,573 in inventory of precious metals and coins at December 31, 2023.

 

Net cash used in operating activities totaled $55,486 during the three months ended March 31, 2024 as compared to net cash used in operating activities of $68,545 during the three months ended March 31, 2023. Consolidated net income was $1,380 for the three months ended March 31, 2024 as compared to consolidated net loss of $11,646 for the three months ended March 31, 2023. Explanation of the difference between these three months of 2024 and 2023 are explained above in the results of operations of the Company.

 

Changes in the adjustments to reconcile net income (net loss) for the three months ended March 31, 2024 and 2023, respectively, consist of unrealized gain or loss on investment in precious metals and depreciation.

 

Unrealized gain on investment in precious metals was $48,164 for the three months ended March 31, 2024 and unrealized gain on investment in precious metals was $14,075 for the three months ended March 31, 2023. Deprecation was $56 and $55, respectively, for the three months ended March 31, 2024 and 2023

 

Changes in assets and liabilities for inventories, prepaid expenses, and accounts payable and accrued expenses totaled a decrease of $8,758 for the three months ended March 31, 2024 and a decrease of $42,879 for the three months ended March 31, 2023.

 

No cash was used in investing activities for the three months ended March 31, 2024 and 2023, respectively.

 

Net cash provided by financing activities was $47,842 for the three months ended March 31, 2024 and net cash provided by financing activities was $56,500 for the three months ended March 31, 2023, both from notes payable related party.

 

17

 

Off-Balance Sheet Arrangements

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

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

 

As of March 31, 2024, 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.

 

18

 

ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)

 

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

 

Material Weaknesses:

 

Remediation:

 

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

 

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

 

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

 

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

 

4. 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 current fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

19

 

PART II — OTHER INFORMATION

 

ITEM 1. 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 maintained that Sunstock owed it 87,179 shares of Preferred Stock Warrants and 9,231 shares of Common Stock Warrants. Boustead also sought seeking general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed Boustead $260,308 for warrants issued that Sunstock did not honor. $260,308 was accrued and is shown as part of accounts payable and accrued expenses in the balance sheet. See detail in Note 4 above. The warrants are no longer outstanding. All other monetary claims by Boustead were dismissed by the Court. The $260,308 is to be paid in cash. The Company filed an appeal of the judgment on December 9, 2021. On August 17, 2023, the Court found that Sunstock owed Boustead $338,171 for damages, attorneys’ fees and costs. Sunstock accrued an additional $77,863 in the period ended September 30, 2023

 

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 1A. RISK FACTORS

 

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

 

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

 

During the three months ended March 31, 2024, the Company issued no unregistered securities.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable. 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) Not applicable.

 

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

 

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

 

20

 

ITEM 6. EXHIBITS

 

(a)

Exhibits

 

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

21

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	SUNSTOCK, INC.
Dated May 15, 2024	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Executive Officer, Chief Financial Officer
Dated May 15, 2024	By:	/s/ Ramnik Clair
		Ramnik Clair
		Vice President, Board Member

 

22

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, Jason C. Chang, certify that:

 

1. I have reviewed this Form 10-Q for the period ended March 31, 2024 of Sunstock, Inc.

 

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

 

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

 

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

 

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
	d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 15, 2024	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO SECTION 906

 

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

 

The Report on Form 10-Q for the period ended March 31, 2024 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company.

 

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

 

Dated: May 15, 2024	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

 

 

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-54830
Entity Registrant Name	SUNSTOCK, INC.
Entity Central Index Key	0001559157
Entity Tax Identification Number	46-1856372
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	111 Vista Creek Circle
Entity Address, City or Town	Sacramento
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95835
City Area Code	916
Local Phone Number	860-9622
Trading Symbol	SSOK.
Title of 12(g) Security	Common Stock.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,021,857

Condensed and Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 6,146	$ 13,790
Inventory – coins	1,277,377	1,272,999
Inventory – precious metals	862,738	814,574
Prepaid expenses	25,318	9,327
Total current assets	2,171,579	2,110,690
Property and equipment, net	147	203
Right of use lease asset	32,861	37,120
Total assets	2,204,587	2,148,013
Current liabilities
Accounts payable and accrued expenses	576,544	564,933
SBA loan – current	9,217	8,368
Right of use lease liability – current	18,320	16,233
Total current liabilities	677,604	615,215
SBA loan – net of current portion	140,783	141,632
Right of use lease liability – non-current	14,541	20,887
Total liabilities	832,928	777,734
Stockholders’ equity
Preferred stock; $0.0001 par value, 20,000,000 shares authorized; 0 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,021,857 and 5,021,857 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	502	502
Additional paid – in capital	67,279,869	67,279,869
Accumulated deficit	(65,908,712)	(65,910,092)
Total stockholders’ equity	1,371,659	1,370,279
Total liabilities, convertible preferred stock, and stockholders’ equity	2,204,587	2,148,013
Related Party [Member]
Current liabilities
Loans payable – related parties	$ 73,523	$ 25,681

Condensed and Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,021,857	5,021,857
Common stock, shares outstanding	5,021,857	5,021,857

Condensed and Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 282,138	$ 3,339,884
Cost of revenue	278,485	3,293,393
Gross profit	3,653	46,491
Operating expenses
Professional fees	43,406	62,052
Other operating expenses	4,962	8,248
Total operating expenses	48,368	70,300
Loss from operations	(44,715)	(23,809)
Other income (expense)
Unrealized gain (loss) on investments in precious metals	48,164	14,075
Interest expense	(1,443)	(1,443)
Interest expense related party	(626)	(469)
Total other income (expense), net	46,095	12,163
Income (loss) before provision for income taxes	1,380	(11,646)
Provision for income taxes
Net income (loss)	$ 1,380	$ (11,646)
Income (loss) per share - basic	$ (0.00)	$ 0.00
Income (loss) per share - diluted	$ (0.00)	$ 0.00
Weighted average number of common shares outstanding - basic	5,021,857	4,815,857
Weighted average number of common shares outstanding - diluted	5,021,857	4,815,857

Condensed Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders' Equity - USD ($)	Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2022		$ 481	$ 67,053,289	$ (65,915,978)	$ 1,137,792
Beginning balance, shares at Dec. 31, 2022		4,815,857
Net income (loss)				(11,646)	(11,646)
Ending balance at Mar. 31, 2023		$ 481	67,053,289	(65,927,624)	1,126,146
Ending balance, shares at Mar. 31, 2023		4,815,857
Beginning balance at Dec. 31, 2023		$ 502	67,279,869	(65,910,092)	1,370,279
Beginning balance, shares at Dec. 31, 2023		5,021,857
Net income (loss)				1,380	1,380
Ending balance at Mar. 31, 2024		$ 502	$ 67,279,869	$ (65,908,712)	$ 1,371,659
Ending balance, shares at Mar. 31, 2024		5,021,857

Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING ACTIVITIES
Net income (loss)	$ 1,380	$ (11,646)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Unrealized (gain) loss on investment in precious metals	(48,164)	(14,075)
Depreciation	56	55
Changes in operating assets and liabilities
Inventories – coins	(4,378)	(50,761)
Prepaid expenses	(15,991)	(13,808)
Accounts payable and accrued expenses	11,611	21,690
Net cash used in operating activities	(55,486)	(68,545)
INVESTING ACTIVITIES
Net cash used in investing activities
FINANCING ACTIVITIES
Proceeds from loan – related parties	47,482	56,500
Net cash provided by financing activities	47,482	56,500
Net change in cash	(8,004)	(12,045)
Cash, beginning of period	13,790	16,691
Cash, end of period	6,146	4,646
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Interest
Income taxes

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   NATURE OF OPERATIONS   Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. 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 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California.   The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations.   BASIS OF PRESENTATION   The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.   The accompanying condensed and consolidated balance sheet at December 31, 2023, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024 or any future periods.     USE OF ESTIMATES   The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions.   CONCENTRATION OF RISK   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2024 and December 31, 2023.   CASH AND CASH EQUIVALENTS   The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.   INVENTORIES   INVENTORY - COINS   The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $1,277,377 at March 31, 2024 compared to $1,272,999 at December 31, 2023.   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 March 31, 2024 include $862,738 of gold and silver bullion and bullion coins and $814,574 at December 31, 2023 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 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 gold and silver bullion in current assets under inventory is appropriate.     INVENTORY – PRECIOUS METALS (CONTINUED)   The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metal of $48,164 for the three months ended March 31, 2024 and an unrealized gain in precious metals of $14,075 for the three months ended March 31, 2023.   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 three months ended March 31, 2024 and 2023. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.   REVENUE RECOGNITION   The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers.   A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation.   The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds.   The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point-of-sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns.     INCOME TAXES   The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.   The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.   There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.   The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheets at March 31, 2024 and December 31, 2023.   INCOME (LOSS) PER COMMON SHARE   Basic income (loss) per share represents 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 Company had no potential common shares as of March 31, 2024 and March 31, 2023.   FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:   Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;   Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and   Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.   At March 31, 2024 and December 31, 2023, the Company’s financial instruments include cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. Inventory – precious metals is at fair value measured under the Level 1 category.     PRINCIPLES OF CONSOLIDATION   We consolidate entities that we control due to ownership of a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 - GOING CONCERN   The Company has not posted annual operating income since inception. It has an accumulated deficit of $65,908,712 as of March 31, 2024. 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. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.   These unaudited condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue 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 unaudited condensed and 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.   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.

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3 – PROPERTY AND EQUIPMENT       March 31, 2024     December 31, 2023   Furniture and equipment   $ 58,460     $ 58,460   Less – accumulated depreciation     (58,313 )     (58,257 )   $ 147     $ 203     Depreciation expense for the three months ended March 31, 2024 and 2023 was $56 and $55, respectively.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES       March 31, 2024     December 31, 2023   Accrued court decision   $ 338,171     $ 338,171   Accrued consultant fees     130,000       133,649   Accrued audit fees     28,244       14,934   Accrued dividends – preferred stock     36,326       36,326   Expenses owed related party     -       -   Accrued interest payable     21,651       20,208   Accrued interest payable related party     13,352       12,726   Other accrued expenses     8,800       8,919     $ 576,544     $ 564,933

RELATED PARTY ACTIVITY	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY ACTIVITY	NOTE 5 - RELATED PARTY ACTIVITY   During the three months ended March 31, 2024, the Company was provided loans totaling $47,842 by the Company’s chief executive officer. The loans bear interest at 6% per annum. There was $13,352 in accrued interest at March 31, 2024.   During the three months ended March 31, 2023, the Company was provided loans totaling $56,500 by the Company’s chief executive officer. The loans bear interest at 6% per annum. There was $16,645 in accrued interest at March 31, 2023.   As of March 31, 2024, the Company had $36,326 in accrued dividends on preferred stock, of which $19,141 was due to the Company’s chief executive officer.   The following table is a summary of the activity for Loans payable- related parties principal for the three months ended March 31, 2024 and March 31, 2023:   Balance at 12/31/2022   $ 6,000   Loan advances     56,500   Balance at 03/31/23   $ 62,500             Balance at 12/31/2023   $ 25,681   Loan advances     47,842   Balance at 03/31/24   $ 73,523

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES   The Company leases space for Mom’s Silver Shop. The lease was for five years and began in October 2018 and runs through September 2023. The lease called for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five. The lease expired in September 2023 and the Company operated on a month-to-month lease until a new lease was signed on February 16, 2024. The new lease is through January 31, 2026 and calls for $1,469 per month from November 2023 through January 2024, $0 for February 2024 (February 2024 rent is allocated equally in the March 2024 through January 2026 rent), $1,628 per month from March 2024 through January 2025, and $1,673 per month from February 2025 through January 2026. 4.95% was used in the calculation of the present value of the right of use lease asset and liability.   LITIGATION   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 maintained that Sunstock owed it 87,179 shares of Preferred Stock Warrants and 9,231 shares of Common Stock Warrants. Boustead also sought general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed Boustead $260,308 for warrants issued that Sunstock did not honor. $260,308 was accrued and is shown as part of accounts payable and accrued expenses in the balance sheet. See detail in Note 4 above. The warrants are no longer outstanding. All other monetary claims by Boustead were dismissed by the Court. The $260,308 is to be paid in cash. The Company filed an appeal of the judgment on December 9, 2021. On August 17, 2023, the Court found that Sunstock owed Boustead $338,171 for damages, attorneys’ fees and costs. Sunstock accrued an additional $77,863 in the period ended September 30, 2023.     LITIGATION (CONTINUED)   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.   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.

SBA LOAN	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SBA LOAN	NOTE 7 – 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 twenty-four months after closing. Per discussions with the SBA, the Company made an initial payment of $73 in April 2024 and is to make five additional payments of $73 per month. The SBA will then assess the Company’s loan and inform the Company as to how much following payments should be and the frequency.        Remaining Loan Payments   2024   $ 23,095   2025     8,940   2026     8,940   2027     8,940   2028     8,940   thereafter     191,465   Total remaining loan payments     250,320   Less: imputed interest     (100,320 ) Total loan liability     150,000   Less: current portion     (9,217 ) Long term loan liability   $ 140,783             Weighted average remaining loan term     26.2 years

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8- STOCKHOLDERS’ EQUITY   COMMON STOCK   The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 of preferred stock.   During the three months ended March 31, 2024, the Company issued no shares of its common stock.   During the three months ended March 31, 2023, the Company issued no shares of its common stock.

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – 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 unaudited condensed and consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its condensed and consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Company has no subsequent evets as of the date of this report.

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS   Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. 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 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California.   The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations.
BASIS OF PRESENTATION	BASIS OF PRESENTATION   The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.   The accompanying condensed and consolidated balance sheet at December 31, 2023, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024 or any future periods.
USE OF ESTIMATES	USE OF ESTIMATES   The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions.
CONCENTRATION OF RISK	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 March 31, 2024 and December 31, 2023.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS   The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
INVENTORIES	INVENTORIES   INVENTORY - COINS   The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $1,277,377 at March 31, 2024 compared to $1,272,999 at December 31, 2023.   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 March 31, 2024 include $862,738 of gold and silver bullion and bullion coins and $814,574 at December 31, 2023 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 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 gold and silver bullion in current assets under inventory is appropriate.     INVENTORY – PRECIOUS METALS (CONTINUED)   The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metal of $48,164 for the three months ended March 31, 2024 and an unrealized gain in precious metals of $14,075 for the three months ended March 31, 2023.
PROPERTY AND EQUIPMENT	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	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 three months ended March 31, 2024 and 2023. 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	REVENUE RECOGNITION   The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers.   A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation.   The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds.   The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point-of-sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns.
INCOME TAXES	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 March 31, 2024 and December 31, 2023.
INCOME (LOSS) PER COMMON SHARE	INCOME (LOSS) PER COMMON SHARE   Basic income (loss) per share represents 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 Company had no potential common shares as of March 31, 2024 and March 31, 2023.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:   Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;   Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and   Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.   At March 31, 2024 and December 31, 2023, the Company’s financial instruments include cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, precious metals inventory, coins inventory, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. Inventory – precious metals is at fair value measured under the Level 1 category.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION   We consolidate entities that we control due to ownership of a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	March 31, 2024     December 31, 2023   Furniture and equipment   $ 58,460     $ 58,460   Less – accumulated depreciation     (58,313 )     (58,257 )   $ 147     $ 203

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	March 31, 2024     December 31, 2023   Accrued court decision   $ 338,171     $ 338,171   Accrued consultant fees     130,000       133,649   Accrued audit fees     28,244       14,934   Accrued dividends – preferred stock     36,326       36,326   Expenses owed related party     -       -   Accrued interest payable     21,651       20,208   Accrued interest payable related party     13,352       12,726   Other accrued expenses     8,800       8,919     $ 576,544     $ 564,933

RELATED PARTY ACTIVITY (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
SUMMARY OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES	The following table is a summary of the activity for Loans payable- related parties principal for the three months ended March 31, 2024 and March 31, 2023:   Balance at 12/31/2022   $ 6,000   Loan advances     56,500   Balance at 03/31/23   $ 62,500             Balance at 12/31/2023   $ 25,681   Loan advances     47,842   Balance at 03/31/24   $ 73,523

SBA LOAN (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF FUTURE PAYMENTS OF DEBT	Remaining Loan Payments   2024   $ 23,095   2025     8,940   2026     8,940   2027     8,940   2028     8,940   thereafter     191,465   Total remaining loan payments     250,320   Less: imputed interest     (100,320 ) Total loan liability     150,000   Less: current portion     (9,217 ) Long term loan liability   $ 140,783             Weighted average remaining loan term     26.2 years

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Inventory [Line Items]
Unrealized loss in precious metals	$ 48,164	$ 14,075
Impairment charges	0	$ 0
Accrued interest penalties	$ 0		$ 0
Minimum [Member]
Inventory [Line Items]
Property plant and equipment useful life	3 years
Maximum [Member]
Inventory [Line Items]
Property plant and equipment useful life	5 years
Coins [Member]
Inventory [Line Items]
Inventory	$ 1,277,377		1,272,999
Precious Metals [Member]
Inventory [Line Items]
Inventory	$ 862,738		$ 814,574

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 65,908,712	$ 65,910,092

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Furniture and equipment	$ 58,460	$ 58,460
Less – accumulated depreciation	(58,313)	(58,257)
Total property and equipment	$ 147	$ 203

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 56	$ 55

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued court decision	$ 338,171	$ 338,171
Accrued consultant fees	130,000	133,649
Accrued audit fees	28,244	14,934
Accrued dividends – preferred stock	36,326	36,326
Expenses owed related party
Accrued interest payable	21,651	20,208
Accrued interest payable related party	13,352	12,726
Other accrued expenses	8,800	8,919
Total	$ 576,544	$ 564,933

SUMMARY OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES (Details) - Related Party [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Balance at 12/31/2023	$ 25,681	$ 6,000
Loan advances	47,842	56,500
Balance at 03/31/24	$ 73,523	$ 62,500

RELATED PARTY ACTIVITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Loan amount	$ 47,482	$ 56,500
Interest payable	21,651		$ 20,208
Accrued dividends	36,326		$ 36,326
Chief Executive Officer [Member]
Loan amount	$ 47,842	$ 56,500
Interest rate	6.00%	6.00%
Interest payable	$ 13,352	$ 16,645
Accrued dividends	$ 19,141

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				3 Months Ended
	Feb. 16, 2024	Aug. 17, 2023	Nov. 02, 2021	Mar. 31, 2024	Sep. 30, 2023	Aug. 21, 2020
Product Liability Contingency [Line Items]
Lawsuit judgement					$ 77,863
Boustead Securities, LLC [Member]
Product Liability Contingency [Line Items]
Loss contingency owned		$ 338,171
Boustead Securities, LLC [Member] | Accounts Payable and Accrued Liabilities [Member]
Product Liability Contingency [Line Items]
Accrued litigation value			$ 260,308
Boustead Securities, LLC [Member] | Cash [Member]
Product Liability Contingency [Line Items]
Accrued litigation value			260,308
Preferred Stock Warrants [Member] | Boustead Securities, LLC [Member]
Product Liability Contingency [Line Items]
Warrant owed						87,179
Common Stock Warrants [Member] | Boustead Securities, LLC [Member]
Product Liability Contingency [Line Items]
Warrant owed						9,231
Fair value adjustment of warrants			$ 260,308
November 2023 Through January 2024 [Member]
Product Liability Contingency [Line Items]
Payment for rent	$ 1,469
February 2024 [Member]
Product Liability Contingency [Line Items]
Payment for rent	0
March 2024 Through January 2025 [Member]
Product Liability Contingency [Line Items]
Payment for rent	1,628
February 2025 Through January 2026 [Member]
Product Liability Contingency [Line Items]
Payment for rent	$ 1,673
Percentage used in calculation of right of use asset and liability	4.95%
Retail Store [Member]
Product Liability Contingency [Line Items]
Lessee, operating lease, description				The lease was for five years and began in October 2018 and runs through September 2023. The lease called for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five.
Lessee, operating lease, term of contract				5 years
Operating lease, payments				$ 1,305.60
Percentage of lease				3.00%

SCHEDULE OF FUTURE PAYMENTS OF DEBT (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024	$ 23,095
2025	8,940
2026	8,940
2027	8,940
2028	8,940
thereafter	191,465
Total remaining loan payments	250,320
Less: imputed interest	(100,320)
Total loan liability	150,000
Less: current portion	(9,217)
Long term loan liability	$ 140,783	$ 141,632
Weighted average remaining lease term	26 years 2 months 12 days

SBA LOAN (Details Narrative) - SBA loan [Member] - USD ($)	1 Months Ended
	Apr. 30, 2024	Jun. 30, 2020
Short-Term Debt [Line Items]
Proceeds from loans		$ 150,000
Loan expense		$ 100
Loan term		30 years
Interest rate		3.75%
Loan monthly payment		$ 731
Subsequent Event [Member]
Short-Term Debt [Line Items]
Initial payment	$ 73
Additional payments	$ 73

STOCKHOLDERS’ EQUITY (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Equity [Abstract]
Common stock shares authorized	100,000,000		100,000,000
Preferred stock shares authorized	20,000,000		20,000,000
Common stock shares issued	0	0

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