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

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

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

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

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

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

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

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

	For the three months ended June 30,						For the six months ended June 30,
	2020			2019			2020			2019

Revenues	$	2,478,688		$	1,058,818		$	5,207,887		$	1,926,256
Cost of revenue		2,437,421			1,015,491			5,105,490			1,829,404
Gross profit		41,267			43,327			102,397			96,852

Operating expenses
Professional fees		251,253			171,700			727,979			618,788
Compensation		180,988			7,524			707,473			4,045,394
Other operating expenses		39,142			19,772			67,682			51,808
Total operating expenses		471,293			198,996			1,503,134			4,715,990

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

Other income (expense)
Unrealized gain on investments in precious metals		84,875			14,515			23,910			12,178
Interest expense		(18,302	)		(59,598	)		(25,342	)		(125,085	)
Interest expense related party		(44	)		(2,420	)		(1,825	)		(14,029	)
Loss on settlement of related party debt		-			-			(182,032	)		-
Gain from settlement of notes payable		-			-			776,315			-
Other income		1,000			-			1,000			-
Changes in fair value of derivative liability		-			5,378,969			3,240,220			(1,342,529	)
Total other income (expense), net		67,529			5,331,466			3,832,246			(1,469,465	)

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

Provision for income taxes		-			-			800			800

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

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

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

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

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

~~SUNSTOCK, INC.~~CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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. Sunstock may attempt to locate and negotiate with a business entity for the combination of that target company with Sunstock. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Sunstock will be successful in locating or negotiating with any target company. Sunstock has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

On July 18, 2013, the Company ~~has~~ changed ~~its~~its’ name from Sandgate Acquisition Corporation to Sunstock, Inc.

On ~~July 18, 2013,~~the same date, Jason Chang and Dr. Ramnik S.S Clair were named as ~~the~~ directors of the Company.

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

~~The Company plans to continue purchasing more precious metals in silver and currently searching for a hotel in the Central California are as their previous selection in escrow during the 4~~^th ~~quarter of 2017 did not close.~~

On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. of(the “Retail Store”) located in Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. Mom’s Silver Shop had unaudited net revenues of approximately $4,800,000 for the year ended December 31, 2015, $4,000,000 for the year ended December 31, 2016, $3,800,000 for the year ended December 31, 2017, and $2,500,000 in 2018 to the date of acquisition. Mom’s Silver ShopThe Retail Store specializes in buying and selling gold, silver, and rare coins, and is one of the leading precious metals retailers in the greater Sacramento metropolitan area.

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

The ~~summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such~~accompanying condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP.

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

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

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 ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

The Company acquired ~~Mom’s Silver Shop~~the Retail Store in October 2018 to enter the market for collectible coins. The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or ~~market.~~market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was ~~$126,456~~$238,376 at ~~September~~June 30, ~~2019~~2020 compared to ~~$20,947~~$134,995 at December 31, ~~2018.~~2019.

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

Inventories of precious metals and coins held for investment at ~~September~~June 30, ~~2019~~2020 also include ~~approximately $401,090~~$421,783 of gold and silver bullion and bullion coins and ~~approximately $358,834~~$397,873 at December 31, ~~2018~~2019 and are acquired and initially recorded at fair market value. Currently, the Company anticipates holding its precious metals as a long-term investment. Depending on market conditions, the Company anticipates holding its silver holdings until the market price exceeds $50 per ounce. Likewise, the Company does not plan to sell its gold holdings unless the market price exceeds $2,500 per ounce. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory is subsequently recorded at fair market values on a quarterly basis. The fair value of the inventory is determined using pricing and data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventories are classified in Level 1 of the valuation hierarchy. The Company has continuously experienced a shortage of cash and has had significantly past due obligations. While the Company’s preference is to hold the silver bullion to achieve long-term gains, the bullion is available to pay current obligations should the Company not be able to raise cash through issuance of stock or notes payable. Thus, the Company believes that including the silver bullion in current assets under inventory is appropriate.

The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain ~~on investments~~ in precious metals of ~~$42,256~~$23,910 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and an unrealized ~~loss on investments in precious metals~~gain of ~~$52,073~~$12,178 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~

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.

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 ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~the year ended December 31, 2018.~~2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

~~On January 1, 2018, the~~The Company adopted ~~FASB~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606,Revenue from Contracts with Customers(“ASC 606”) on January 1, 2019.The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.

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

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

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

The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the ~~Company.~~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.

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

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

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

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

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

For the three months ended ~~September~~June 30, 2019, ~~and 2018 and~~there were 462,581,856 potentially dilutive shares that were included in the ~~nine~~diluted earnings per share. For the six months ended ~~September~~June 30, 2019, ~~and 2018,~~ there were no potentially dilutive shares that were included in the diluted loss per share as their effect would have been ~~antidilutive for~~anti-dilutive.

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

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.~~liabilities, such as derivative liabilities in relation to the conversion feature of notes payable.

At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company’s financial instruments include cash, accounts receivable and accounts ~~payable.~~payable and accrued expenses. The carrying amount of cash, accounts receivable and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments.

The Company has not posted operating income since inception. It has an accumulated deficit of ~~approximately $65,800,000~~$60,454,626 as of ~~September~~June 30, ~~2019.~~2020. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

These condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and ~~negotiating~~negotiate with ~~an acquisition target.~~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 ~~condensed~~ financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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

In ~~June 2018, the Financial Accounting Standards Board (FASB)~~December 2019, FASB issued Accounting Standards Update (ASU) No. ~~2018-07,~~2019-12, ~~Improvements to Nonemployee Share-Based Payment~~Simplifying the Accounting for Income Taxes (Topic ~~718)~~740).. The amendments in the update ~~expand~~simplify the ~~scope of Topic 718 to include share-based payment transactions~~accounting for ~~acquiring goods and services from nonemployees. An entity should apply~~income taxes by removing the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). following exceptions:

The amendments ~~specify that Topic 718 applies to all share-based payment transactions~~ in ~~which a grantor acquires goods or services to be used or consumed in a grantor’s own operations~~the update also simplify the accounting for income taxes by ~~issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to~~doing the ~~issuer, or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers.~~ following:

The amendments in this ASU are effective for fiscal years beginning after December 15, ~~2018, including~~2020, and interim periods within fiscal years beginning after December 15, 2021. The Company believes that ~~fiscal year. Adoption~~adoption of the ASU ~~did~~will not have a material effect on ~~the Company’s~~its financial statements.

~~In July 2017, the FASB issued ASU No. 2017-11,~~Earnings Per Share; Distinguishing Liabilities from Equity; Derivatives and Hedging; Accounting for Certain Financial Instruments with Down Round Features; Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. An entity will no longer have to consider “down round” features (i.e., a provision in an equity-linked financial instrument or an embedded feature that reduces the exercise price if the entity sells stock for a lower price or issues an equity-linked instrument with a lower exercise price) when determining whether certain equity-linked financial instruments or embedded features are indexed to its own stock. An entity that presents earnings per share (EPS) under ASC 260 will recognize the effect of a down round feature in a freestanding equity-classified financial instrument only when it is triggered. The effect of triggering such a feature will be recognized as a dividend and a reduction to income available to common shareholders in basic EPS. The new guidance will require new disclosures for financial instruments with down round features and other terms that change conversion or exercise prices. The ASU also replaces today’s indefinite deferral of the guidance in ASC 480-10 for certain mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests with a scope exception. The amendments in Part I of ASU 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, the amendments in Part II do not require any transition guidance because those amendments do not have an accounting effect. Adoption of the ASU did not have a material effect on the Company’s financial statements.

~~In August 2016, the FASB issued ASU No. 2016-15,~~~~Statement of Cash Flows; Classification of Certain Cash Receipts and Cash Payments.~~The new standard addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The eight issues are: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned insurance policies; distribution received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within fiscal periods beginning after December 15, 2019. Adoption of the ASU did not have a material effect on the Company’s financial statements.

~~In March 2016, the FASB issued ASU No. 2016-08,~~~~Revenue from Contracts with Customers.~~ ~~The new standard clarifies the implementation guidance on principal versus agent considerations in Topic 606,~~~~Revenue from Contracts with Customers.~~ Topic 606 addresses that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. When an entity is a principal (that is, if it controls the specific good or service before that good or service is transferred to a customer) and satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specific good or service transferred to the customer. When an entity is an agent and satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specific good or service to be provided by the other party. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. This standard did not have a material effect on the Company’s financial statements.

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

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

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

Depreciation expense for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 was $4,098 and ~~2018 was $4,590 and $3,995,~~$2,848, respectively.

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

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

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

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

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

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

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

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

During the year ended December 31, ~~2018,~~2019, the Company’s chief executive officer purchased 302,000,000 shares of the Company’s common stock below market price for $172,850. $4,798,150 was recorded as stock-based compensation in the accompanying statement of operations.

During the year ended December 31, 2019, the Company was provided loans totaling ~~$219,000~~$78,400 by the Company’s ~~CEO.~~chief executive officer. The loans bear interest at 6% per annum. During the year ended December 31, ~~2018, $49,750~~2019, the Company’s chief executive officer received 186,908,000 shares of common stock below market value in exchange for $186,908 in notes payable related party. $346,073 was recorded as a loss from settlement of debt with related party in the ~~loans were converted into 33,300,000~~accompanying statement of operations.

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

During the year ended December 31, 2019, Ramnik Clair, the Company’s senior VP and a ~~loss from settlement~~director, was awarded 30,000,000 shares of ~~debt~~the Company’s common stock for services valued at an aggregate of ~~$840,058.~~ approximately $300,000 based on the closing price on the grant date.

In connection with the acquisition of ~~Mom’s Silver Shop,~~the Retail Store, the Company incurred a $33,000 note payable to the former owner of ~~Mom’s Silver Shop, of which $0 is still outstanding at September 30, 2019.~~the Retail Store. During the year ended December 31, 2019, the $33,000 was paid.

~~During~~The following table is a summary of the ~~nine~~activity for Loans payable- related parties for the six months ended ~~September~~June 30, 2019, Jason Chang, the Company’s Chief Executive Officer and director, purchased 302,000,000 shares of the Company’s common stock for an aggregate of approximately $172,850 in cash and the Company recorded an additional $4,798,150 as stock based compensation based on the closing prices on the grant dates. During the nine months ended September 30, 2019, the parents of Jason Chang purchased 90,000,000 shares of the Company’s common stock for an aggregate of approximately $25,000 in cash and the Company recorded an additional $975,000 as stock based compensation based on the closing prices on the grant dates.2020:

The Company ~~entered into a lease agreement in October 2018 for 1,088 square feet of retail shop~~leases space for ~~Mom’s Silver Shop.~~the Retail Store. The lease ~~requires combined monthly~~is for five years and runs through September 2023. The lease calls for payments of ~~base rent and triple net of $1,866~~$1,305.60 per month for ~~sixty months.~~

~~Operating lease right of use assets and liabilities on our condensed consolidated balance sheets represent~~ the ~~present value of our remaining lease payments over the remaining lease term. We do not allocate lease payments to non-lease components; therefore, fixed payments~~first year, with a 3% increase per year for common area maintenance and administrative services are included in our operating lease right of use assets and liabilities. We use our incremental borrowing rate to calculate the present value of our lease payments, as the implicit rate in our lease is not readily determinable.

As of ~~September~~June 30, ~~2019,~~2020, the maturities of our operating lease were as follows for the periods ended ~~September 30:~~December 31:

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

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

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

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

On July 10, 2018, the attorney for Crown Bridge Partners, LLC (“Crown Bridge”), sent a letter to Sunstock stating that Sunstock was in default on the December 8, 2017 note payable to Crown Bridge. The letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Crown Bridge to go forward. The letter requested that Sunstock immediately contact Crown Bridge to demonstrate compliance with the note. On August 15, 2018, the attorney for Crown Bridge sent another letter to Sunstock stating that Sunstock owed Crown Bridge $221,470, and that if Sunstock did not respond by August 21, 2018 in regards to payment, then a lawsuit would be filed. ~~In August 2019, the United States District Court Southern District of New York entered a default judgement totaling $141,776 in favor of Crown Bridge Partners against the Company.~~

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

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

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

On June 20, 2019, Power Up ~~Lending Group~~ filed a motion with the Supreme Court of the State of New York, County of Nassau, accepting judgement of $160,180 plus interest on the three notes with the Company. The Company ~~believes~~believed that the interest ~~will~~would be that applicable to each note. In addition, Power Up ~~Lending Group~~ included in the motion that the Company establish a reserve of 63,317,183,000 of common shares. The Company ~~believes~~believed that Power Up ~~Lending Group is~~was entitled to either $160,180 plus interest or to common shares, but not both. ~~The Company currently has only 1,388,888,888 authorized common shares and is seeking legal advice on the variance between authorized shares and reserve requested.~~

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

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

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

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

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

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

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.

~~Convertible~~There were no convertible notes ~~are as follows~~payable as of ~~September~~June 30, ~~2019:~~

~~During the nine months ended September 30, 2019 and 2018, the Company recorded an aggregate of approximately $5,889 and $0 of debt discount to interest expense, respectively.~~

On ~~May 24, 2017,~~February 26, 2020, the Company entered into a Convertible Promissory Note with ~~Auctus Fund, LLC., (“Auctus”)~~Innovative Digital Technology in the ~~principle~~principal amount of ~~$112,250 (the “Auctus Note”)~~$25,000. The ~~Auctus Note~~note bears interest at ~~the rate of 12%~~4% per annum ~~(24% upon an event of default)~~ and was due and payable on ~~February 24, 2018.~~April 2, 2020. If the note is not paid prior to maturity date, then the note holder has the right to convert the note into shares of the Company’s common stock. The right to conversion was changed to June 30, 2020 with the extension of note maturity to June 30, 2020. The note ~~is currently in default. The principle amount of the Auctus Note~~ and all accrued interest is convertible at the option of the holder at the lower of (a) 55% multiplied by the average of the two lowest trading prices during the 25 trading days prior to the date of the note and (b) 55%, (a 45% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date). The variable conversion term was a derivative liability and the Company recorded approximately $100,000 of debt discount upon issuance. The prepayment amount ranges from 135% to 140% of the outstanding principle plus accrued interest of ~~the note, depending~~$342 were paid on when such prepayment is made. In addition, the Company recognized issuance costs of $12,750 on the funding date and amortized such costs as interest expense over the term of the note. The Company recorded approximately $159,000 in default penalty that was added to the noteJune 30, 2020.

~~On June 5, 2017, the Company entered a Convertible Promissory~~December 31, 2019 (see LITIGATION in Note with EMA Financial, LLC., (“EMA”) in the principle amount of $115,000 (the “EMA Note”). The EMA Note bears interest at the rate of 10% per annum (24% upon an event of default) and is due and payable on June 5, 2018. The principle amount of the EMA Note and all accrued interest is convertible at the option of the holder at the lower of (a) the closing sales price 50% and (b) (a 50% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date)8) were either converted to stock or the closing bid price. The variable conversion term was a derivative liability, see Note 7, and the Company recorded approximately $115,000 of debt discount upon issuance and is amortizing such costs to interest expense over the term of the note. The prepayment amount ranges from 135% to 150% of the outstanding principle plus accrued interest of the note, depending on when such prepayment is made. In addition, the Company recognized issuance costs of $6,900 on the funding date and is amortizing such costs as interest expense over the term of the note. The Company recorded approximately $109,000 in default penalty that was added to the note as of September 30, 2019.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA AUC”) with Auctus Fund, LLC, upon the terms and subject to the conditions of SPA3, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note”) to Auctus. The Company received proceeds of $77,000.00 in cash from Auctus. Interest accrues on the outstanding principal amount of the Note at the rate of subject 12% per annum (24% upon an event of default). The Note is due and payable on July 11, 2018. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stockpaid during the two (2) lowest trading days during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The variable conversion term was a derivative liability and the Company recorded approximately $74,000 of debt discount upon issuance, which is being amortized to interest expense over the life of the note Regarding the Note, the Company paid Auctus $10,750 for its expenses and legal fees. The Company recorded approximately $127,000 in default penalty that was added to the note as of Septembersix months ended June 30, ~~2019.~~2020.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA4”) with EMA Financial, LLC (“EMA2”), upon the terms and subject to the conditions of SPA4, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note4”) to EMA. The Company received proceeds of $79,395.00 in cash from EMA2. Interest accrues on the outstanding principal amount of the Note4 at the rate of 10% per annum (24% upon an event of default). The Note4 is due and payable on October 11, 2018. The Note4 is convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. The variable conversion term was a derivative liability and the Company recorded approximately $85,000 of debt discount upon issuance, which is being amortized to interest expense over the life of the note. If the closing sale price at any time fall below $0.17 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 50% figure mentioned above shall be reduced to 35%. In connection with the EMA Note, the Company paid EMA2 $5,100 for its expenses and legal fees. The Company recorded approximately $81,000 in default penalty that was added to the note as of September 30, 2019.

On October 24, 2017, the Company entered into a securities purchase agreement (“SPA5”) with Powerup Lending Group, LTD (“POWER”), upon the terms and subject to the conditions of SPA5, we issued a convertible promissory note in the principal amount of $108,000.00 (the “Note5”) to POWER. The Company received proceeds of $108,000 in cash from POWER. Interest accrues on the outstanding principal amount of the Note5 at the rate of 12% per annum (22% upon an event of default). The Note5 is due and payable on July 30, 2018. The Note5 is convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 61% of the lowest three sale prices for the common stock during the fifteen (15) consecutive trading days immediately preceding the conversion date. The variable conversion term was a derivative liability and the Company recorded approximately $108,000 of debt discount upon issuance, which is being amortized to interest expense over the life of the note. If the closing sale price at any time fall below $0.17 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 61% figure mentioned above shall be reduced to 39%. In connection with the Note5, the Company paid POWER $3,000 for its expenses and legal fees. The Company recorded approximately $590 in default penalty that was added to the note as of September 30, 2019. The default penalty was reversed as of September 30, 2019, as the entire principal and related accrued interest were converted to common shares as of September 30, 2019.

On December 8, 2017, the Company entered into a securities purchase agreement (“SPA3”) with Crown Bridge Partners, LLC (“CROWN”), upon the terms and subject to the conditions of SPA6, we issued a convertible promissory note in the principal amount of $65,000.00 (the “Note6”) to CROWN. The Company received proceeds of $56,000 in cash from CROWN. Interest accrues on the outstanding principal amount of the Note6 at the rate of 8% per annum (15% upon an event of default). The Note6 is due and payable on December 8, 2018. The Note6 is convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 55% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. If the closing sale price at any time fall below $0.10 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 55% figure mentioned above shall be reduced to 45%. The variable conversion term was a derivative liability and the Company recorded approximately $65,000 of debt discount upon issuance, which is being amortized to interest expense over the life of the note. In connection with the Note6, the Company paid CROWN $2,500 for its expenses and legal fees. The Company recorded approximately $32,000 in default penalty that was added to the note as of September 30, 2019.

On December 21, 2017, the Company entered into a securities purchase agreement (“SPA7”) with Powerup Lending Group, LTD (“POWER2”), upon the terms and subject to the conditions of SPA7 we issued a convertible promissory note in the principal amount of $53,000 (the “Note7”) to POWER2. The Company received proceeds of $50,000 in cash from POWER2. Interest accrues on the outstanding principal amount of the Note7 at the rate of 12% per annum (22% upon an event of default). The Note7 is due and payable on September 30, 2018. The Note7 is convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 61% of the lowest three sale prices for the common stock during the fifteen (15) consecutive trading days immediately preceding the conversion date. If the closing sale price at any time fall below $0.10 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 61% figure mentioned above shall be reduced to 39%. In connection with the Note7, the Company paid POWER2 $3,000 for its expenses and legal fees. The Company recorded approximately $26,000 in default penalty that was added to the note as of September 30, 2019.

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

In connection with the Note, the Company paid POWER3 $3,000 for its expenses and legal fees. The Company recorded approximately $26,000 in default penalty that was added to the note as of September 30, 2019.

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

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

From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, the Company ~~has~~ classified all conversion features as derivative liabilities. All convertible notes with derivative liabilities were either converted to common stock or were settled by payment as of ~~September~~June 30, ~~2019, and has estimated the fair value of these embedded conversion features using a binomial options pricing model with the following assumptions:~~2020.

The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the ~~nine~~six months ended ~~September~~June 30, ~~2019:~~2020:

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

The Company is authorized to issue ~~1,388,888,888~~5,000,000,000 shares of common stock and ~~200,000,000~~1,500,000,000 of preferred stock.

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the Company ~~received an~~recorded stock receivable in the aggregate of ~~$211,500~~$25,100 from the issuance of ~~413,750,000~~203,500,000 shares of its common stock.~~The Company also recognized $5,773,150 in~~ $20,350 was recorded to common stock ~~compensation for stock issued~~and $4,750 to ~~related parties below market value.~~additional paid-in capital.

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the Company ~~converted $1,180 in note payable and $6,480 in related accrued interest into 2,070,270~~issued 2,500,000 shares of its common ~~stock.~~stock for $15,000 in cash at a price of $0.006 per share.

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

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

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

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

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

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

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

During the year ended December 31, ~~2018,~~2019, the Company received an aggregate of ~~$127,938~~$236,600 from the issuance of ~~7,341,755~~435,750,000 shares of its common stock. $43,575 was recorded to common stock, $5,966,175 to additional paid-in capital, and $5,773,150 to employee comp expense in general and administrative expense.

During the year ended December 31, ~~2018,~~2019, the Company converted ~~$184,949~~$186,908 of notes payable and $6,214 of accrued interest into 35,403,811 shares of its common stock. The fair value of the shares, derivative liability and accelerated discount resulted in a loss of approximately $110,000.

~~During the year ended December 31, 2018, the Company converted $50,000 of notes~~note payable to an officer into ~~33,300,000~~186,908,000 shares of its common stock, which resulted in a loss from settlement of debt from related party of ~~$729,220.~~$346,073. $18,691 was recorded to common stock and $514,290 to additional paid-in capital.

During the year ended December 31, ~~2018,~~2019, the Company converted $109,180 of notes payable and $31,049 of accrued interest into 81,160,154 shares of its common stock. $8,116 was recorded to common stock, $253,871 to additional paid-in capital, $26,500 in loan penalty reduction, $430,182 in derivative liability reduction, and $334,924 in gain from settlement.

During the year ended December 31, 2019, the Company issued ~~258,218,245~~206,200,000 shares of its common stock for services with a fair market value of ~~$5,294,327, of which $357,750 was expensed in the year ended December 31, 2018 and $573,750 was prepaid expense at December 31, 2018.~~$2,062,000.

~~On October 1, 2019, Power Up Lending Group converted $7,500~~The Company follows the guidance in ~~principal~~FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its ~~December 2017 note into 4,166,667 shares of common stock.~~consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

~~On October 1, 2019, 186,200,000~~The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition or liquidity for the fiscal year 2020. However, to date there has not been a decrease in sales. The Company believes that in this time of uncertainty, individuals are buying collectible coins as a safe haven. The Company is unable to predict if such buying will continue during this time of uncertainty or if the buying will decrease as events change and evolve.

In July 2020, 395,000,000 preferred shares ~~of common stock~~ were issued and converted to ~~employees and consultants in regards to the Company’s Employees, Officers, Directors, and Consultants Stock Plan for the Year 2019.~~395,000,000 common shares.

~~On October 1, 2109, 50,000,000 shares of common stock were issued to the Company’s CEO for $50,000.~~

~~On October 1, 2019, 25,000,000 shares of common stock were issued to a consultant for services.~~

~~On October 16, 2019, Power Up Lending Group converted $15,000 in principal of its December 2017 note into 7,142,857 shares of common stock.~~

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

The following information should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. For additional context with which to understand our financial condition and results of operations, see the discussion and analysis included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed with the Securities and Exchange Commission (“SEC”) on ~~June 19, 2019,~~April 27, 2020, as well as the consolidated financial statements and related notes contained therein.

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.

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.

~~Management intends to develop~~On July 18, 2013, the Company ~~for~~changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the ~~acquisition~~same date, Jason Chang and ~~operation~~Dr. Ramnik S Clair were named as directors of ~~hotels and residential properties in~~ the high demand areas of California, particularly Southern California and the San Francisco Bay Area. In December 2015, the Company entered into the investment in precious metals as listed on their Balance sheet of December 31, 2017 of $384,981. In September 2013, management developed plans to open and operate two retail stores in Sacramento, California. Company.

On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company ~~began operating~~opened in February 2014. ~~Additionally, the~~The Company ~~entered into a lease agreement on October 30, 2013 for 2,239 square feet of~~opened its second retail ~~shop space for this~~ store in ~~Sacramento, California. The lease required monthly payments for rent and maintenance of $3,733 for thirty six months beginning February~~May 2014. InOn August 21, 2014 the ~~Company~~first store was forced to close ~~its original store~~ due to ~~its landlord’s failure~~below code electrical wiring the landlord had provided. Perishable inventory at this store was relocated to ~~comply~~the second store as nonperishables were moved into storage along with ~~city building codes.~~

~~Management opened an additional retail~~fixed assets. The Company’s second store was relocated in ~~Sacramento, California in May~~December of ~~2014~~2015 under lease running through June 2017 and ~~entered into~~operated on a ~~retail shop~~month to month lease for sixty-seven months beginning May 2014 for approximately 4,756 square feet. The monthly base rent for this location was $4,756, with seven months of free rent throughout the first eleven months. The base rent gradually increasedfrom then until the ~~term was to expire in 2019. This~~ store was closed in September 2018.

On October 22, 2018, ~~Sunstock, Inc.~~the Company acquired all ~~issued~~assets and ~~outstanding shares~~liabilities of ~~common stock of Mom’s Silver Shop, Inc.~~the Retail Store of Sacramento, California. Included in the assets acquired was approximately $60,000 in precious metals inventory and approximately $13,000 in net fixtures. Also included were any licenses and permits, customer lists, logo, trade names, signs, and websites. Financing of the purchase was by $20,056 cash, $33,000 unsecured note payable with principle payments of $1,000 per week for 33 weeks starting January 1, 2019 with 4.5% annual interest accrued on the unpaid balance (total accrued interest due August 27, 2019), and the assumption of liabilities and lease obligations. Mom’s Silver Shop had unaudited net revenues of approximately $4,800,000 for the year ended December 31, 2015, $4,000,000 for the year ended December 31, 2016, $3,800,000 for the year ended December 31, 2017, and $2,500,000 in 2018 to the date of acquisition. Mom’s Silver ShopThe 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.

Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.Going Concern

In analyzing prospective business opportunities, Sunstock may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of Sunstock to search for and enter into potential business opportunities.

~~As of September 30, 2019,~~ The Company has not posted operating income since inception. It has an accumulated deficit of ~~approximately $65,800,000 since inception.~~$60,454,626 as of June 30, 2020. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, ~~and /or obtain additional financing from its stockholders~~ and/or ~~other third parties.~~

The Company has not posted operating income since inception. It has an accumulated deficit of approximately $65.8 million as of September 30, 2019. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

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

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

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, ~~2018.~~2019.

Discussion of the Three Months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019

The Company generated revenues during the three months ended ~~September~~June 30, ~~2019~~2020 of ~~$2,003,302~~$2,478,688 as compared to ~~$1,623~~$1,058,818 in revenues posted for the three months ended ~~September~~June 30, ~~2018.~~2019. The increase in revenues is due to increased business at Mom’s Silver Shop, which was acquired in October 2018.

For the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, cost of sales ~~were $1,930,070~~was $2,437,421 and $974, respectively, which increase was driven by the increase in revenues as disclosed above. Professional fees decreased to $153,453 from $213,666 for the three months ended September 30, 2019 and 2018, respectively, of which $199,460 was due to decreased legal fees, offset by $70,986 in increased auditor fees $65,451 in increased consultant fees and $2,810 in other fees. Compensation increased to $1,751,220 from $99,877 for the three months ended September 30, 2019 and 2018, respectively, primarily due to $1,747,500 for the fair value of common stock sold to the CEO and his parents below market value. Other operating expenses increased to $25,154 from $12,347 for the three months ended September 30, 2019 and 2018, respectively.

Interest expense decreased to $59,957 for the three months ended September 30, 2019 from $4,048,053 for the three months ended September 30, 2018, primarily due to $3,359,080 loan default interest expense in 2018. Other expense increased to $26,640 for the three months ended September 30, 2019 from $0 for the three months ended September 30, 2018 due to a court judgement above the amount previously recorded in regards to a note payable. Fair value of derivative liability increased $5,024,386 for the three months ended September 30, 2019 compared to an increase of $14,471,995 for the three months ended September 30, 2018.

The unrealized gain on investments in precious metals of $30,078 during the three months ended September 30, 2019, is related to the increase in the market value of the underlying assets held as of September 30, 2019.

During the three months ended September 30, 2019, the Company posted a net loss of $6,937,500 as compared to a net loss of $18,880,477 for the three months ended September 30, 2018. Such decrease in net loss is primarily related to decreases in fair value of derivative liability and interest expense offset by an increase in compensation expense.

The Company generated revenues during the nine months ended September 30, 2019 of $3,929,558 as compared to $12,886 in revenues posted for the nine months ended September 30, 2018. The increase in revenues is due to Mom’s Silver Shop, which was acquired in October 2018.

~~For the nine months ended September 30, 2019 and 2018, cost of sales were $3,759,474 and $7,731,~~$1,015,491, respectively, which increase was driven by the increase in revenues as disclosed above. Professional fees increased to ~~$772,241~~$251,253 from ~~$463,317~~$171,700 for the ~~nine~~three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, of which ~~$573,402~~$172,700 was due to services performed in the quarter for stock issued in February 2020. Compensation increased ~~consultant~~to $180,898 from $7,524 for the three months ended June 30, 2020 and 2019, respectively, of which $104,000 in the three months ended June 30, 2020 were for shares issued to the chief executive officer below market price for services. Other operating expenses increased to $39,142 from $19,772 for the three months ended June 30, 2020 and 2019, respectively.

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

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

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

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

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

For the six months ended June 30, 2020 and 2019, cost of sales was $5,105,490 and $1,829,404, respectively, which increase was driven by the increase in revenues as disclosed above. Professional fees increased to $727,979 from $618,788 for the six months ended June 30, 2020 and ~~$98,036~~2019, respectively, of which $445,400 in the six months ended June 30, 2020 was due to ~~increased auditor fees, offset by $363,382 less legal fees.~~services performed in the six months for stock issued in October 2019 and February 2020. Compensation ~~increased~~decreased to ~~$5,796,614~~$707,473 from ~~$118,277~~$4,045,394 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, of which ~~$5,773,150 was~~$629,200 in the six months ended June 30, 2020 were for shares issued to the chief executive officer below market price for services and for shares sold to the senior VP below market price and $4,025,650 for the six months ended June 30, 2019 were for the fair value of shares purchased by the ~~CEO and his parents~~chief executive officer below market prices. Other operating expenses increased to ~~$76,962~~$67,682 from ~~$55,034~~$51,808 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

Interest expense decreased to ~~$199,071~~$25,342 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 from ~~$5,078,851~~$125,085 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, primarily due to ~~$4,019,209 higher loan default expense, $476,615 higher interest expense, $360,157 higher~~the conversion to common stock and the settlement of all convertible debt ~~discount amortization,~~as of June 30, 2019 during the rest of 2019 and ~~$24,292 higher~~the six months ended June 30, 2020. Change in fair value of derivative liability was a decrease of $3,240,220 for the six months ended June 30, 2020 compared to an increase of $1,342,529 for the six months ended June 30, 2019. All derivative liability was reversed in January 2020 due to all related convertible debt ~~issuance cost amortization~~converted to common stock or settled in ~~2018. Other expense~~January 2020.

Loss on settlement of related party debt increased to ~~$26,640~~$182,032 for the ~~three~~six months ended ~~September~~June 30, ~~2019~~2020 from $0 for the ~~three~~six months ended ~~September~~June 30, ~~2018 due~~2019. That represents shares issued below market value to ~~a court judgement above~~ the ~~amount previously recorded~~Company’s chief financial officer in ~~regards~~exchange for related party debt.

Gain from settlement increased to ~~a note payable. Fair value of derivative liability increased by $6,366,915~~$776,315 for the ~~nine~~six months ended ~~September~~June 30, 2020 from $0 for the six months ended June 30, 2019. That is the result of settlements of the outstanding December 31, 2019 convertible notes in which the settlements were less than the recorded totals of principal, loan penalties, and accrued interest.

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

Other income increased to $1,000 for the six months ended June 30, 2020 compared to ~~a $16,510,053 increase~~$0 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The other income was a grant from the United States government.

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the Company posted a net ~~loss~~income of ~~$13,026,903~~$2,430,709 as compared to a net loss of ~~$22,272,450~~$6,089,403 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Such ~~decrease in net loss~~change is primarily related to the writeoff of the fair value of derivative liabilities in 2020 compared to an increase in 2019 , the gain from settlements of convertible notes payable, and the net decreases in fair value of ~~derivative liability~~stock issued to our CEO and ~~interest expense~~consultants, offset by ~~an increase in compensation expense.~~

~~The unrealized gain~~loss on ~~investments in precious metals~~settlement of ~~$42,256 during the nine months ended September 30, 2019, is~~ related ~~to the increase in the market value of the underlying assets held as of September 30, 2019.~~party debt.

As of ~~September~~June 30, ~~2019,~~2020, the Company had ~~$25,200~~$62,956 in cash, $219 in accounts receivable, and ~~$527,546~~$660,159 in inventory of precious metals and coins compared to ~~$84,439~~$153,635 in cash, $21,280 in accounts receivable, and ~~$379,781~~$532,868 in inventory at December 31, ~~2018.~~2019.

Net cash used in operating activities totaled ~~approximately $238,013~~$317,279 during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 as compared to ~~approximately $366,815~~net cash used in operating activities of $130,902 during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Consolidated net ~~loss~~income was ~~approximately $13,026,903~~$2,430,709 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 as compared to consolidated net loss of ~~approximately $22,272,450~~$6,089,403 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Explanation of the difference between these ~~nine~~six months of ~~2019~~2020 and ~~2018~~2019 are explained above in the results of operations of the Company.

Changes in the adjustments to reconcile net ~~loss~~income/(net loss) for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, consist primarily of change in fair value of derivative liability, unrealized loss on investment in precious metals, depreciation, ~~penalty expense~~estimated fair value of common stock issued for ~~notes payable default provisions, amortization of debt discount and issuance costs,~~services, estimated fair value of common stock issued for cash, and ~~common stock issued for services.~~gain on settlements of convertible notes payable.

Change in fair value of derivative liability were ~~approximately $6,366,915~~($3,240,220) and ~~$16,510,053,~~$1,342,529, respectively, for the ~~nine~~six months ended ~~September 20, 2019~~June 30, 2020 and ~~2018.~~2019. Unrealized ~~(gains) losses~~gains on investment in precious metals were ~~approximately ($42,256)~~$23,910 and ~~$52,073,~~$12,178, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019. Depreciation was ~~approximately $4,590~~$4,098 and ~~$3,995,~~$2,848, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018. Penalty expenses for notes payable default provisions were approximately ($590) and $4,416,470, respectively, for the nine months ended September 30, 2019 and 2018.~~2019. Amortization of debt discount and issuance costs was ~~approximately~~$0 and $5,889, ~~and $390,338,~~ respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018. Estimated~~2019. Common stock issued for services including amortization of prepaid consulting was $553,400 and $4,025,650, respectively, for the six months ended June 30, 2020 and 2019. Excess of fair value of common stock issued for cash was ~~approximately $5,773,150~~$421,200 and $0, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018. Common~~2019. Excess of fair value of common stock issued ~~for services~~to related party upon conversion of note payable was ~~approximately~~$182,032 and $0, ~~and $118,278,~~ respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~

2019. Amortization of beneficial conversion feature was $25,000 and $0, respectively, for the six months ended June 30, 2020 and 2019. Gain on settlement of convertible notes payable was $776,315 and $0, respectively, for the six months ended June 30, 2020 and 2019.

Changes in assets and liabilities for accounts receivable, inventories, prepaid expenses, stock payable, and accounts payable and accrued expenses totaled ~~approximately $681,192~~$106,727 and ~~$414,428~~$593,763, respectively, for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018,~~ respectively. ~~The significant increase in 2019 was primarily due to $560,335 amortization in 2019 of prepaid services.~~

No cash was used in investing activities for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018, respectively~~

Net cash provided by financing activities was ~~approximately $178,774 and $316,008~~$226,600 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~net cash provided by financing activities was $66,124 for the six months ended June 30, 2019. Proceeds of ~~approximately $211,500~~$25,000 and ~~$44,008~~$0 were received from the issuance of convertible notes payable for the six months ended June 30, 2020 and 2019, respectively. Payments on convertible notes payable were $564,738 and $0, respectively, for the six months ended June 30, 2020 and 2019. Proceeds of $400,000 and $0 were received from stock payable, respectively, for the six months ended June 30, 2020 and 2019. Proceeds of $22,500 and $90,850 were received from the issuance of common stock, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively. Proceeds of approximately~~2019. $150,000 and $0, respectively, were received from an SBA loan. $193,838 and ~~$219,000~~$0, respectively were received from notes payable related party for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018. Proceeds~~2019. Payments of ~~approximately~~ $0 and ~~$53,000 were received from convertible notes payable for the nine months ended September 30, 2019 and 2018, respectively. Payments of approximately $32,726 and $0~~$24,726 were made on notes payable related party for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

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.

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

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 ~~the Rule 13a-15~~U.S. generally accepted accounting principles or GAAP.

As of ~~the Securities Exchange Act of 1934. The Company’s officer, its president, conducted an evaluation of~~June 30, 2020, management assessed the effectiveness of the Company’s internal control over financial reporting ~~as of March 31, 2019~~ based on the criteria ~~establish~~for effective internal control over financial reporting established in the 2013 Internal Control Integrated Framework issued by the ~~2013~~ Committee of Sponsoring Organizations of the Treadway ~~Commission.~~Commission and SEC guidance on conducting such assessments. Based on ~~this~~that evaluation, ~~management~~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 ~~control~~controls over financial reporting ~~was not effective as of September 30, 2019, based on those criteria. A control system can provide only reasonably, not absolute, assurance~~ that ~~the objectives of the control system are met~~adversely affected its internal controls and ~~no evaluation of controls can provide absolute assurance~~ that ~~all control issues have been detected.~~may be considered to be 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.

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

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

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

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

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

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

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

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

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

We believe that the foregoing actions will improve our internal control over financial reporting, as well as our disclosure controls and procedures. WeWhen 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.

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

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.

As a smaller reporting company, we are not required to provide ~~a replacement irrevocable letter of instruction from~~ the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Power Up to go forward. Power Up has requested judgment against Sunstock for $160,180 with default interest, judgment against Sunstock for reasonable legal fees and costs of litigation, three judgments against Jason Chang and Rammk Clair for $160,180 and interest for each judgment, and a temporary restraining order and a preliminary and permanent injunction directing Sunstock, Jason Chang, and Rammk Clair to take all steps necessary and proper to permit the conversion of debt into stock and to deliver the stock to Power Up.

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

On July 10, 2018, the attorney for Crown Bridge Partners, LLC (“Crown Bridge”), sent a letter to Sunstock stating that Sunstock was in default on the December 8, 2017 note payable to Crown Bridge. The letter stated that Sunstock was in default due to changing Sunstock’s transfer agent in violation of the note, and existing letter of instructions and authorizations, refusing to provide a replacement irrevocable letter of instruction from the newly appointed transfer agent and also failing to maintain sufficient reserves of stock so as to permit and accommodate the conversion requests of Crown Bridge to go forward. The letter requested that Sunstock immediately contact Crown Bridge to demonstrate compliance with the note. On August 15, 2018, the attorney for Crown Bridge sent another letter to Sunstock stating that Sunstock owed Crown Bridge $221,470, and that if Sunstock did not respondinformation required by August 21, 2018 in regards to payment, then a lawsuit would be filed. In August 2019, the United States District Court Southern District of New York entered a default judgement totaling $141,776 in favor of Crown Bridge Partners against the Company.this Item.

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

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

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

On June 20, 2019, Power Up Lending Group filed a motion with the Supreme Court of the State of New York, County of Nassau, accepting judgement of $160,180 plus interest on the three notes with the Company. The Company believes that the interest will be that applicable to each note. In addition, Power Up Lending Group included in the motion that the Company establish a reserve of 63,317,183,000 of common shares. The Company believes that Power Up Lending Group is entitled to either $160,180 plus interest or to common shares, but not both. The Company currently has only 888,888,888 authorized common shares and is seeking legal advice on the variance between authorized shares and reserve requested.

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

~~On October 1, 2019, Power Up Lending Group converted $7,500 of principal of its December 2017 note to 4,166,667 common shares, leaving a principal balance of $45,500.~~

~~On October 16, 2019, Power Up Lending Group converted $15,000 in principal of its December 2017 note into 7,142,857 shares of common stock.~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we issued the following unregistered securities:

We ~~issued an~~recorded stock receivable in the aggregate of ~~392,000,000~~$25,100 and received $22,500 cash from the issuance of 281,000,000 shares of our common stock.

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

We issued 80,000,000 shares of our common stock to our ~~CEO and his parents in exchange~~chief executive officer for ~~$197,850 in cash that are restricted and unregistered.~~services with a fair market value of $208,000.

We issued ~~an aggregate of 21,750,000~~24,590,164 shares of our common stock ~~to non-affiliates in exchange~~ for ~~$13,650 in cash that are restricted and unregistered.~~the conversion of $15,000 of convertible note payable.

We issued ~~an aggregate of 2,070,270~~229,737,650 shares of our common stock ~~in exchange~~ for ~~$1,180 in principal~~the conversion of $212,080 of related party notes payable and ~~$6,480 in~~$20,126 accrued interest ~~on a note payable that are unrestricted and registered.~~payable.

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

ITEM 4. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~MINE SAFETY DISCLOSURES

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

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.

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

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

		Emerging growth company [ ]

Class		Outstanding at ~~November 1, 2019~~September 29, 2020
Common Stock, par value $0.0001		~~1,070,447,243~~	2,714,677,703

Part I Financial Information		3

Item 1.	Financial Statements	3

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526

Item 4.	Controls and Procedures	2526

Part II Other Information		2728

Item 1.	Legal Proceedings	2728

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

Item 3.	Defaults Upon Senior Securities	28

Item 4.	~~Submission of Matters to a Vote of Security Holders~~Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

	Signatures	30

Condensed and Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019	4

Unaudited Condensed and Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	5

Unaudited Condensed and Consolidated Statements of Changes in Stockholders’ ~~Deficit~~Equity (Deficit) as of ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	6

Unaudited Condensed ~~and Consolidated~~ Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	7

Notes to Unaudited Condensed ~~and Consolidated~~ Financial Statements	8 - 21

	September 30, 2019			December 31, 2018
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	25,200		$	84,439
Accounts receivable		-			788
Inventory – coins		126,456			20,947
Inventory – precious metals		401,090			358,834
Prepaid expenses		27,022			575,750

Total current assets		579,768			1,040,758

Property and equipment net		11,179			15,919
Right of use lease asset		52,184			-

Total assets	$	643,131		$	1,056,677

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	596,460		$	365,905
Operating lease liability – current		10,305			-
Loans payable – related parties		169,250			201,976
Convertible notes payable, net of discount		1,041,435			1,037,316
Derivative liability - conversion feature		8,723,802			2,356,887
Total current liabilities		10,541,252			3,962,084
Operating lease liability – non-current		41,879			-
Total liabilities		10,583,131			3,962,084

Commitments and contingencies
Stockholders’ deficit
Preferred stock; $0.0001 par value, 200,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $0.0001 par value, 1,388,888,888 shares authorized; 797,937,719 and 382,117,449 shares issued and issuable and outstanding as of September 30, 2019 and December 31, 2018, respectively		79,794			38,212
Additional paid - in capital		55,767,378			49,816,650
Accumulated deficit		(65,787,172	)		(52,760,269	)

Total stockholders’ deficit		(9,940,000	)		(2,905,407	)
Total liabilities and stockholders’ deficit	$	643,131		$	1,056,677

	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018

Revenues	$	2,003,302		$	1,623		$	3,929,558		$	12,886
Cost of revenue		1,930,070			974			3,759,474			7,731
Gross profit		73,232			649			170,084			5,155

Operating expenses
Professional fees		153,453			213,666			772,241			463,317
Compensation		1,751,220			99,877			5,796,614			118,277
Other operating expenses		25,154			12,347			76,962			55,034
Total operating expenses		1,929,827			325,890			6,645,817			636,628

Loss from operations		(1,856,595	)		(325,241	)		(6,475,733	)		(631,473	)

Other income (expense)
Unrealized gain (loss) on investments in precious metals		30,078			(35,188	)		42,256			(52,073	)
Interest expense		(59,957	)		(4,048,053	)		(199,071	)		(5,078,851	)
Other Expense		(26,640	)		-			(26,640	)		-
Changes in fair value of derivative liability		(5,024,386	)		(14,471,995	)		(6,366,915	)		(16,510,053	)
Total other income (expense), net		(5,080,905	)		(18,555,236	)		(6,550,370	)		(21,640,977	)

Loss before provision for income taxes		(6,937,500	)		(18,880,477	)		(13,026,103	)		(22,272,450	)

Provision for income taxes		-			-			800			-

Net loss	$	(6,937,500	)	$	(18,880,477	)	$	(13,026,903	)	$	(22,272,450	)

Loss per share - basic and diluted	$	(0.01	)	$	(0.22	)	$	(0.02	)	$	(0.33	)

Weighted average number of common shares outstanding – basic and diluted		724,997,090			84,763,101			600,637,328			67,236,841

			Common		Additional Paid-		Accumulated
	Shares		Stock		In Capital		Deficit			Total
Balance at December 31, 2017		47,853,638	$	4,785	$	42,543,835	$	(43,322,804	)	$	(774,184	)

Issuance of common stock for convertible notes		3,650,000		365		47,673		-			48,038
Net loss		-		-		-		(246,684	)		(246,684	)
Balance at March 31, 2018 (unaudited)		51,503,638		5,150		42,591,508		(43,569,488	)		(972,830	)
Issuance of common stock for convertible notes		31,753,811		3,175		139,988		-			143,163
Net loss		-		-		-		(3,145,289	)		(3,145,289	)
Balance at June 30, 2018 (unaudited)		83,257,449		8,325		42,731,496		(46,714,777	)		(3,974,956	)
Issuance of common stock for cash		9,210,000		922		43,086		-			44,008
Estimated fair value of common stock issued for cash		-		-		99,878		-			99,878
Net loss		-		-		-		(18,880,477	)		(18,880,477	)
Balance at September 30, 2018 (unaudited)		92,467,449		9,247		42,874,460		(65,595,254	)		(22,711,547	)

Balance at December 31, 2018		382,117,449	$	38,212	$	49,816,650	$	(52,760,269	)	$	(2,905,407	)
Issuance of common stock for cash		195,000,000		19,500		59,850		-			79,350
Estimated fair value of common stock issued for cash		-		-		4,025,650		-			4,025,650
Net loss								(11,265,200	)		(11,265,200	)
Balance at March 31, 2019 (unaudited)		577,117,449		57,712		53,902,150		(64,025,469	)		(10,065,607	)
Issuance of common stock for cash		2,250,000		225		11,275		-			11,500
Net income		-		-		-		5,175,797			5,175,797
Balance at June 30, 2019 (unaudited)		579,367,449		57,937		53,913,425		(58,849,672	)		(4,878,310	)
Issuance of common stock for cash		216,500,000		21,650		99,000		-			120,650
Estimated fair value of common stock issued for cash		-		-		1,747,500					1,747,500
Issuance of common stock for convertible notes		2,070,270		207		7,453					7,660
Net loss		-		-		-		(6,937,500	)		(6,937,500	)
Balance at September 30, 2019 (unaudited)		797,937,719	$	79,794	$	55,767,378	$	(65,787,172	)	$	(9,940,000	)

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

Total current assets		729,692			819,683

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

Total assets	$	779,514		$	878,752

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	January 1, 2019 (unaudited)						January 1, 2019 (unaudited)
	pre-adoption		adoption impact		post-adoption		pre-adoption		adoption impact		post-adoption
Assets
Right of use lease asset	$	-	$	59,777	$	59,777	$	-	$	59,777	$	59,777
Total assets	$	-	$	59,777	$	59,777	$	-	$	59,777	$	59,777

Liabilities and Stockholders’ Equity
Operating lease liability - current	$	-	$	9,088	$	9,088
Operating lease liability – current							$	-	$	9,088	$	9,088
Operating lease liability - non-current		-		50,689		50,689		-		50,689		50,689
Total liabilities and stockholders’ equity	$	-	$	59,777	$	59,777	$	-	$	59,777	$	59,777

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

	Remaining Lease Payments			Remaining Lease Payments
2020	$	12,097		$	8,186
2021		16,493			16,738
2022		16,988			17,240
2023		17,497			13,221
2024		4,407
Total remaining lease payments		67,482			55,385
Less: imputed interest		(15,298	)		(10,938	)
Total operating lease liabilities		52,184			44,447
Less: current portion		(10,305	)		(11,649	)
Long term operating lease liabilities	$	41,879		$	32,798

Weighted average remaining lease term		48 months			39 months
Weighted average discount rate		12	%		12	%

	Original principal		Converted to shares			Default penalty		Outstanding balance September 30, 2019 (1) (2)		Interest rate			Accrued interest		Maturity (2)
Auctus, May 24, 2017	$	112,250	$	(31,681	)	$	158,982	$	239,551		12	%	$	105,416		18-Feb-18

EMA, June 5, 2017		115,000		(58,030	)		109,472		166,442		10	%		51,083		5-Jun-18

Auctus, October 11, 2017		85,000					127,500		212,500		12	%		100,547		11-Oct-18

EMA, October 11, 2017		85,000					81,442		166,442		12	%		51,083		11-Oct-18

Crown Bridge, December 8, 2017		65,000					32,500		97,500		8	%		17,636		8-Dec-18

Power Up, December 21, 2017		53,000					26,500		79,500		12	%		22,604		21-Dec-18

Power Up, April 16, 2018		53,000					26,500		79,500		12	%		20,548		30-Sep-18

	$	568,250	$	(89,711	)	$	562,896	$	1,041,435				$	368,917

~~(1)~~	Included in this amount are estimated aggregate penalties of approximately $562,896 resulting from various events of default. The related penalties are estimates and the actual amounts to be paid could be significantly different. See discussions in NOTE 7.

~~(2)~~	~~All notes are currently in default and due on demand and the Company is currently in litigation with all noteholders.~~

	~~For the~~ ~~Nine Months ended~~ ~~September 30, 2019~~

~~Annual Dividend yield~~		0	%
~~Expected life (years)~~		~~0.75~~
~~Risk-free interest rate~~		~~1.79~~	%
~~Expected volatility~~		~~187~~	%

Balance December 31, 2018	$	2,356,887
Change in fair value		6,366,915
Balance as of September 30, 2019	$	8,723,802

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

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

	SUNSTOCK, INC.

Dated: ~~November 1, 2019~~September 29, 2020	By:	/s/ Jason C. Chang
		Jason C. Chang
		President, Chief Financial Officer
		(Principal Executive and Accounting Officer)

Dated: ~~November 1, 2019~~September 29, 2020	By:	/s/ Ramnik Clair
		Ramnik Clair
		~~Vice~~ President, ~~Board Member~~Chief Financial Officer
		Vice President, Board Member