Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54830 | |
Entity Registrant Name | SUNSTOCK, INC. | |
Entity Central Index Key | 0001559157 | |
Entity Tax Identification Number | 46-1856372 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 111 Vista Creek Circle | |
Entity Address, City or Town | Sacramento | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95835 | |
City Area Code | 916 | |
Local Phone Number | 860-9622 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SSOK | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,126,387 |
Condensed and Consolidated Bala
Condensed and Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 37,469 | $ 47,055 |
Accounts receivable | 219 | |
Inventory – coins | 526,311 | 333,088 |
Inventory – precious metals | 607,142 | 682,511 |
Prepaid expenses | 4,493 | 13,456 |
Total current assets | 1,175,415 | 1,076,329 |
Property and equipment, net | 1,497 | 3,723 |
Right of use lease asset | 29,252 | 38,480 |
Total assets | 1,206,164 | 1,118,532 |
Current liabilities | ||
Accounts payable and accrued expenses | 617,278 | 316,125 |
Operating lease liability – current portion | 14,188 | 12,617 |
Loans payable – related parties | 71,000 | 98,500 |
Total current liabilities | 702,466 | 427,242 |
PPP loan | 30,250 | |
SBA loan. Net of current portion | 150,000 | 150,000 |
Operating lease liability, net of current portion | 15,064 | 25,863 |
Total liabilities | 897,780 | 603,105 |
Commitments and contingencies | ||
Series A convertible preferred stock, $0.0001 par value, 1,100,000,000 shares authorized, 0 and 400,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $0 and $5,200,000 as of September 30, 2021 and December 31, 2020, respectively | 200,000 | |
Stockholders’ equity | ||
Preferred stock; $0.0001 par value, 400,000,000 shares authorized; 0 and 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 4,126,387 and 2,941,817 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 412 | 294 |
Additional paid – in capital | 62,778,644 | 60,567,724 |
Receivable from shareholders | (45,100) | |
Accumulated deficit | (62,470,672) | (60,207,491) |
Total stockholders’ equity | 308,384 | 315,427 |
Total liabilities, convertible preferred stock, and stockholders’ equity | $ 1,206,164 | $ 1,118,532 |
Condensed and Consolidated Ba_2
Condensed and Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 1,100,000,000 | 1,100,000,000 |
Temporary Equity, Shares issued | 0 | 400,000,000 |
Temporary Equity, Shares Outstanding | 0 | 400,000,000 |
Temporary Equity, Liquidation Preference | $ 0 | $ 5,200,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 400,000,000 | 400,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 4,126,387 | 2,941,817 |
Common stock, shares outstanding | 4,126,387 | 2,941,817 |
Condensed and Consolidated Stat
Condensed and Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,135,437 | $ 2,533,963 | $ 10,198,419 | $ 7,741,850 |
Cost of revenue | 4,069,093 | 2,485,634 | 10,061,684 | 7,591,124 |
Gross profit | 66,344 | 48,329 | 136,735 | 150,726 |
Operating expenses | ||||
Professional fees | 63,196 | 23,299 | 214,813 | 751,728 |
Compensation | 14,051 | 3,423 | 28,404 | 710,896 |
Lawsuit judgment | 260,308 | 260,308 | ||
Other operating expenses | 9,247 | 19,730 | 37,568 | 87,412 |
Total operating expenses | 346,802 | 46,452 | 541,093 | 1,549,586 |
Loss from operations | (280,458) | 1,877 | (404,358) | (1,398,860) |
Other income (expense) | ||||
Unrealized gain (loss) on investments in precious metals | (48,586) | 95,964 | (75,370) | 119,874 |
Interest expense | (1,443) | (1,443) | (4,335) | (26,785) |
Interest expense related party | (472) | (1,520) | (2,650) | (3,345) |
Loss on settlement of related party debt | (1,775,668) | (182,032) | ||
Gain from settlement of convertible notes payable | 776,315 | |||
Other income | 1,000 | |||
Changes in fair value of derivative liability | 3,240,220 | |||
Total other income (expense), net | (50,501) | 93,001 | (1,858,023) | 3,925,247 |
Income (loss) before provision for income taxes | (330,959) | 94,878 | (2,262,381) | 2,526,387 |
Provision for income taxes | 800 | 800 | ||
Net income (loss) | $ (330,959) | $ 94,878 | $ (2,263,181) | $ 2,525,587 |
Income (loss) per share - basic | $ (0.08) | $ 0.04 | $ (0.59) | $ 1.14 |
Income (loss) per share - diluted | $ (0.08) | $ 0.03 | $ (0.59) | $ 0.80 |
Weighted average number of common shares outstanding - basic | 4,126,387 | 2,616,960 | 3,813,568 | 2,217,073 |
Weighted average number of common shares outstanding – diluted | 4,126,387 | 3,429,678 | 3,813,568 | 3,156,671 |
Condensed and Consolidated St_2
Condensed and Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) - USD ($) | Convertible Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Shareholders Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 129 | $ 58,721,451 | $ (25,100) | $ (62,885,335) | $ (4,188,855) | |
Balance,shares at Dec. 31, 2019 | 1,292,136 | |||||
Issuance of common stock for cash and receivables | $ 21 | 40,079 | (25,100) | 15,000 | ||
Issuance of common stock for cash and receivables,shares | 206,000 | |||||
Estimated difference in fair value of common stock issued for cash | 421,200 | 421,200 | ||||
Issuance of common stock for services | $ 31 | 345,369 | 345,400 | |||
Issuance of common stock for services,shares | 314,000 | |||||
Issuance of common stock for services related party | $ 8 | 207,992 | 208,000 | |||
Issuance of common stock for services related party,shares | 80,000 | |||||
Issuance of common stock for convertible notes | $ 2 | 14,998 | 15,000 | |||
Issuance of common stock for convertible notes,shares | 24,590 | |||||
Issuance of common stock for related party notes payable | $ 23 | 232,183 | 232,206 | |||
Issuance of common stock for related party notes payable,shares | 229,738 | |||||
Estimated difference in fair value of common stock issued for related party note payable | 182,032 | 182,032 | ||||
Issuance of comm stock for exercise of warrants (noncash transaction) | $ 10 | (10) | ||||
Issuance of common stock for exercise of warrants (noncash transaction), shares | 98,214 | |||||
Beneficial conversion feature of convertible note payable | 25,000 | 25,000 | ||||
Net income (loss) | 2,793,206 | 2,793,206 | ||||
Ending balance, value at Mar. 31, 2020 | $ 224 | 60,190,294 | (50,200) | (60,092,129) | 48,189 | |
Balance,shares at Mar. 31, 2020 | 2,244,678 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 129 | 58,721,451 | (25,100) | (62,885,335) | (4,188,855) | |
Balance,shares at Dec. 31, 2019 | 1,292,136 | |||||
Issuance of common stock for services | $ 345,400 | |||||
Issuance of common stock for services,shares | 314,000 | |||||
Net income (loss) | 2,525,587 | |||||
Ending balance, value at Sep. 30, 2020 | $ 271 | 60,432,747 | (45,100) | (60,359,748) | 28,170 | |
Balance,shares at Sep. 30, 2020 | 2,714,678 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 224 | 60,190,294 | (50,200) | (60,092,129) | 48,189 | |
Balance,shares at Mar. 31, 2020 | 2,244,678 | |||||
Issuance of common stock for cash | $ 8 | 7,492 | 7,500 | |||
Issuance of common stock for cash,shares | 75,000 | |||||
Net income (loss) | (362,497) | (362,497) | ||||
Ending balance, value at Jun. 30, 2020 | $ 232 | 60,197,786 | (50,200) | (60,454,626) | (306,808) | |
Balance,shares at Jun. 30, 2020 | 2,319,678 | |||||
Issuance of common stock for conversion of preferred stock | $ 39 | 234,961 | 235,000 | |||
Issuance of common stock for conversion of preferred stock,shares | 395,000 | |||||
Payment of shareholders receivable | 5,100 | 5,100 | ||||
Net income (loss) | 94,878 | 94,878 | ||||
Ending balance, value at Sep. 30, 2020 | $ 271 | 60,432,747 | (45,100) | (60,359,748) | 28,170 | |
Balance,shares at Sep. 30, 2020 | 2,714,678 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 294 | 60,567,724 | (45,100) | (60,207,491) | 315,427 |
Balance,shares at Dec. 31, 2020 | 400,000 | 2,941,817 | ||||
Issuance of common stock for conversion of preferred stock | $ (20,000) | $ 40 | 199,960 | 200,000 | ||
Issuance of common stock for conversion of preferred stock,shares | (400,000) | 400,000 | ||||
Issuance of common stock for related party notes payable and accrued interest | $ 64 | 1,537,544 | 1,537,608 | |||
Issuance of common stock for related party notes payable and accrued interest,shares | 640,670 | |||||
Net income (loss) | (1,465,000) | (1,465,000) | ||||
Ending balance, value at Mar. 31, 2021 | $ 398 | 62,305,228 | (45,100) | (61,672,491) | 588,035 | |
Balance,shares at Mar. 31, 2021 | 3,982,487 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 294 | 60,567,724 | (45,100) | (60,207,491) | 315,427 |
Balance,shares at Dec. 31, 2020 | 400,000 | 2,941,817 | ||||
Issuance of common stock for cash and receivables,shares | $ 20,600 | |||||
Net income (loss) | (2,263,181) | |||||
Ending balance, value at Sep. 30, 2021 | $ 412 | 62,778,644 | (62,470,672) | 308,384 | ||
Balance,shares at Sep. 30, 2021 | 0 | 4,126,387 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 398 | 62,305,228 | (45,100) | (61,672,491) | 588,035 | |
Balance,shares at Mar. 31, 2021 | 3,982,487 | |||||
Issuance of common stock for related party notes payable and accrued interest | $ 14 | 473,416 | 473,430 | |||
Issuance of common stock for related party notes payable and accrued interest,shares | 143,900 | |||||
Receipts on receivables from shareholders | 37,600 | 37,600 | ||||
Net income (loss) | (467,222) | (467,222) | ||||
Ending balance, value at Jun. 30, 2021 | $ 412 | 62,778,644 | (7,500) | (62,139,713) | 631,843 | |
Balance,shares at Jun. 30, 2021 | 4,126,387 | |||||
Receipts on receivables from shareholders | 7,500 | 7,500 | ||||
Net income (loss) | (330,959) | (330,959) | ||||
Ending balance, value at Sep. 30, 2021 | $ 412 | $ 62,778,644 | $ (62,470,672) | $ 308,384 | ||
Balance,shares at Sep. 30, 2021 | 0 | 4,126,387 |
Condensed and Consolidated St_3
Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (2,263,181) | $ 2,525,587 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Change in fair value of derivative liability | (3,240,220) | |
Unrealized (gain) loss on investment in precious metals | 75,370 | (119,874) |
Depreciation | 2,226 | 4,912 |
Common stock issued for services including amortization of prepaid consulting | 553,400 | |
Excess of fair value of common stock issued for cash | 421,200 | |
Loss on settlement of related party debt | 1,775,668 | 182,032 |
Amortization of beneficial conversion feature | 25,000 | |
Gain on settlement of convertible notes payable | (766,315) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 219 | 26,061 |
Inventories – coins | (193,223) | (158,700) |
Prepaid expenses | 8,963 | 107,599 |
Accounts payable and accrued expenses | 306,022 | 89,758 |
Net cash used in operating activities | (287,936) | (359,560) |
INVESTING ACTIVITIES | ||
Net cash used in investing activities | ||
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 22,500 | |
Proceeds from convertible notes payable | 25,000 | |
Payments on convertible notes payable | (564,738) | |
Stock payable | 400,000 | |
Proceeds from receivables from shareholders | 45,100 | |
Proceeds from SBA loan | 150,000 | |
Proceeds from PPP loans | 30,250 | |
Proceeds from loan – related parties | 203,000 | 303,838 |
Payments on loan - related parties | (110,000) | |
Net cash provided by financing activities | 278,350 | 226,600 |
Net change in cash | (9,586) | (132,960) |
Cash and restricted cash, beginning of period | 47,055 | 153,635 |
Cash, end of period | 37,469 | 20,675 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES: | ||
Interest | 150,335 | |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for services | 553,400 | |
Common stock issued in exchange for convertible notes | 15,000 | |
Common stock issued in exchange for related party debt | 2,011,038 | |
Common stock issued for conversion of preferred stock | $ 200,000 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sandgate Acquisition Corporation to Sunstock, Inc. On July 18, 2013, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company. On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations. BASIS OF PRESENTATION The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed and consolidated balance sheet at December 31, 2020, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the nine months ended September 30, 2021 are not necessary indicative of the results that may be expected for the year ended December 31, 2021 or any future periods. USE OF ESTIMATES The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did no INVENTORIES INVENTORY - COINS The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $ 526,311 333,088 At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. INVENTORY – PRECIOUS METALS Inventories of precious metals and coins held for investment at September 30, 2021 include $ 607,142 682,511 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 loss in precious metal of $ 48,586 95,964 75,370 119,874 PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 5 LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No REVENUE RECOGNITION The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns. INCOME TAXES The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $ 0 INCOME (LOSS) PER COMMON SHARE Basic income (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock warrants and have been excluded from the computation of diluted income (loss) per share for the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020 there were each 110,000 Effective July 21, 2021, the Company effected a 1,000 for 1 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable. At September 30, 2021 and December 31, 2020, the Company’s financial instruments include cash, accounts receivable, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, accounts receivable, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The Company has not posted operating income since inception. It has an accumulated deficit of $ 62,470,672 These unaudited condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable. The unaudited condensed and consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In the first quarter of 2020, outstanding convertible notes payable balances as of December 31, 2019, were either converted to common stock or paid off. In relation to that, the Company had discussions with a third party in regards to raising funds through a private placement of equity. Those discussions with that third party have since been terminated. The Company intends to initiate discussions with an undetermined third party in regards to raising funds through a private placement of equity which, if it occurs, will provide the Company with funds to expand its operations and likely eliminate the going concern issue. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Furniture and equipment $ 58,460 $ 58,460 Less – accumulated depreciation (56,963 ) (54,737 ) Property and equipment, net $ 1,497 $ 3,723 Depreciation expense for the three months ended September 30, 2021 and 2020 was $ 733 813 2,226 4,912 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 1,866 $ - Accrued court decision 260,308 - Accrued consultant fees 138,774 140,967 Accrued audit fees 59,483 71,575 Accrued payroll 52,006 30,000 Accrued dividends – preferred stock 36,326 32,381 Accrued legal fees 26,689 - Expenses owed consultant 22,668 22,669 Accrued interest payable 7,221 2,886 Accrued interest payable related party 632 2,853 Other accrued expenses 11,305 12,794 Accounts payable and accrued expenses $ 617,278 $ 316,125 |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY ACTIVITY | NOTE 5 - RELATED PARTY ACTIVITY During the nine months ended September 30, 2021, the Company was provided loans totaling $ 203,000 by the Company’s chief executive officer. The loans bear interest at 6 % per annum. There was $ 632 During the nine months ended September 30, 2021, $ 230,500 4,870 784,570 2,011,038 1,775,668 During the nine months ended September 30, 2021, the Company issued to the chief executive officer 400,000 400,000 As of September 30, 2021, the Company has $ 36,326 in accrued dividends on preferred stock, of which $ 19,141 are due to the Company’s chief executive officer. During the nine months ended September 30, 2020, the Company’s chief executive officer purchased 400,000 200,000 During the nine months ended September 30, 2020, the Company’s chief executive officer was granted 80,000 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. $ 208,000 was recorded as employee compensation expense in the nine months ended September 30, 2021. During the nine months ended September 30, 2020, Ramnik Clair, the Company’s senior VP and a director, purchased 36,000 424,800 421,200 3,600 During the nine months ended September 30, 2020, the Company was provided loans totaling $ 193,838 6 232,206 229,738 414,238 182,032 The following table is a summary of the activity for Loans payable- related parties principal for the nine months ended September 30, 2021: SCHEDULE OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES Balance at 12/31/2020 $ 98,500 Loan advances 203,000 Loan principal converted to common stock (230,500 ) Balance at 09/30/2021 $ 71,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company leases space for the Retail Store. The lease is for five 1,305.60 3 As of September 30, 2021, the future payments of our operating lease were as follows for the periods ended December 31: SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS Remaining Lease Payments 2021 $ 4,278 2022 17,240 2023 13,221 Total remaining lease payments 34,739 Less: imputed interest (5,487 ) Total operating lease liabilities 29,252 Less: current portion (14,188 ) Long term operating lease liabilities $ 15,064 Weighted average remaining lease term 24 Weighted average discount rate 12 % LITIGATION On August 21, 2020, Boustead Securities, LLC (“Boustead”) filed suit against Sunstock, Inc. (“Sunstock”) in the County of Orange, California. Boustead is an investment banking firm engaged by Sunstock on September 19, 2019 to raise equity. Boustead maintained that Sunstock owed it 87,179,487 shares of Preferred Stock Warrants and 9,230,769 shares of Common Stock Warrants. Boustead also sought general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed Boustead $ 260,308 for warrants issued that Sunstock did not honor. $ 260,308 was accrued and is shown in operating expenses in the unaudited condensed and consolidated statement of operations. The warrants are no longer outstanding (see Note 9). All other monetary claims by Boustead were dismissed by the Court. The $ 260,308 is to be paid in cash. In December 2020, a former employee of Sunstock filed a claim with the California Labor Commission regarding claimed back pay owed. A preliminary hearing was held on January 4, 2021 and the Company is currently awaiting the next step. INDEMNITIES AND GUARANTEES The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets. |
SBA LOAN
SBA LOAN | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SBA LOAN | NOTE 7 – SBA LOAN In June 2020, the Company received a $ 150,000 100 thirty 3.75 731 |
PPP LOAN
PPP LOAN | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
PPP LOAN | NOTE 8 – PPP LOAN In February and May 2021, the Company received a $ 15,125 loan and a $ 15,125 loan from the federal Paycheck Protection Program (“PPP”), respectively. The loans are for five years, interest is 1.0 % per annum, and no payments are due until maturity. The Company may apply for forgiveness of the loan in the future and no more than 40% of the loan may be used for non-payroll costs. |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDER’S EQUITY | NOTE 9- STOCKHOLDER’S EQUITY COMMON STOCK The Company is authorized to issue 5,000,000,000 1,500,000,000 Effective July 21, 2021, the Company effected a 1,000 for 1 During the nine months ended September 30, 2021, the Company issued 784,570 230,500 4,870 During the nine months ended September 30, 2021, the Company issued 400,000 400,000 During the nine months ended September 30, 2020, the Company issued 395,000 235,000 39,500 195,500 During the nine months ended September 30, 2020, the Company recorded stock receivable in the aggregate of $ 25,100 206,000 20,600 19,500 15,000 During the nine months ended September 30, 2020, the Company issued 75,000 7,500 0.0001 During the nine months ended September 30, 2020, the Company issued 314,000 345,400 COMMON STOCK (CONTINUED) During the nine months ended September 30, 2020, the Company issued 80,000 208,000 104,000 208,000 During the nine months ended September 30, 2020, the Company issued 24,590 15,000 During the nine months ended September 30, 2020, the Company issued 229,738 212,080 20,126 During the nine months ended September 30, 2020, the Company issued 98,214 During the nine months ended September 30, 2020, the Company recorded $ 25,000 25,000 WARRANTS The following table is a summary of the activity for warrants for the nine months ended September 30, 2021: SCHEDULE OF ACTIVITY FOR WARRANTS preferred stock warrants common stock warrants Balance at 12/31/20 100,000 10,000 Warrants added - - Warrants exercised - - Warrants voided through court decision (Note 6) (100,000 ) (10,000 ) Balance at 09/30/21 - - |
TEMPORARY EQUITY
TEMPORARY EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity | |
TEMPORARY EQUITY | NOTE 10 – TEMPORARY EQUITY Shares of Series A convertible preferred stock hold conversion features providing that, at the holder’s election, the holder may convert the preferred stock into common stock. Upon conversion, the Company may be required to deliver a variable number of equity shares that is determined by using a formula based on the market price of the Company’s common stock. The right of the preferred shareholder to convert into common shares shall commence as of the date the shares are issued to the shareholder. In the event the preferred shareholder elects to convert, the preferred shareholder shall have 60 days from the date of such notice in which to render his shares of preferred stock to the Company. The conversion rate shall be the greater of (i) one fully paid and nonassessable share of common stock if the market value of the common stock is at or above $1.00 per share, or (ii) if the market value of the common stock is below $1.00, a number of fully paid and nonassessable shares of common stock equal to an amount of preferred shares multiplied by the conversion ratio of $1.00 divided by the market value, at the discretion of the preferred shareholder. Market value shall mean the closing bid price for the common stock on such previous day’s close of the common stock. NOTE 10 – TEMPORARY EQUITY (CONTINUED) 400,000 400,000 no There is, as of September 30, 2021, $ 36,326 The liquidation preference was $ 0 5,200,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events 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 2021. 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. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sandgate Acquisition Corporation to Sunstock, Inc. On July 18, 2013, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company. On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed and consolidated balance sheet at December 31, 2020, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the nine months ended September 30, 2021 are not necessary indicative of the results that may be expected for the year ended December 31, 2021 or any future periods. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions. |
CONCENTRATION OF RISK | CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did no |
INVENTORIES | INVENTORIES INVENTORY - COINS The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $ 526,311 333,088 At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. INVENTORY – PRECIOUS METALS Inventories of precious metals and coins held for investment at September 30, 2021 include $ 607,142 682,511 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 loss in precious metal of $ 48,586 95,964 75,370 119,874 |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 5 |
LONG-LIVED ASSETS | LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $ 0 |
INCOME (LOSS) PER COMMON SHARE | INCOME (LOSS) PER COMMON SHARE Basic income (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock warrants and have been excluded from the computation of diluted income (loss) per share for the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020 there were each 110,000 Effective July 21, 2021, the Company effected a 1,000 for 1 |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable. At September 30, 2021 and December 31, 2020, the Company’s financial instruments include cash, accounts receivable, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, accounts receivable, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Furniture and equipment $ 58,460 $ 58,460 Less – accumulated depreciation (56,963 ) (54,737 ) Property and equipment, net $ 1,497 $ 3,723 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 1,866 $ - Accrued court decision 260,308 - Accrued consultant fees 138,774 140,967 Accrued audit fees 59,483 71,575 Accrued payroll 52,006 30,000 Accrued dividends – preferred stock 36,326 32,381 Accrued legal fees 26,689 - Expenses owed consultant 22,668 22,669 Accrued interest payable 7,221 2,886 Accrued interest payable related party 632 2,853 Other accrued expenses 11,305 12,794 Accounts payable and accrued expenses $ 617,278 $ 316,125 |
RELATED PARTY ACTIVITY (Tables)
RELATED PARTY ACTIVITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES | The following table is a summary of the activity for Loans payable- related parties principal for the nine months ended September 30, 2021: SCHEDULE OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES Balance at 12/31/2020 $ 98,500 Loan advances 203,000 Loan principal converted to common stock (230,500 ) Balance at 09/30/2021 $ 71,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS | As of September 30, 2021, the future payments of our operating lease were as follows for the periods ended December 31: SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS Remaining Lease Payments 2021 $ 4,278 2022 17,240 2023 13,221 Total remaining lease payments 34,739 Less: imputed interest (5,487 ) Total operating lease liabilities 29,252 Less: current portion (14,188 ) Long term operating lease liabilities $ 15,064 Weighted average remaining lease term 24 Weighted average discount rate 12 % |
STOCKHOLDER_S EQUITY (Tables)
STOCKHOLDER’S EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF ACTIVITY FOR WARRANTS | The following table is a summary of the activity for warrants for the nine months ended September 30, 2021: SCHEDULE OF ACTIVITY FOR WARRANTS preferred stock warrants common stock warrants Balance at 12/31/20 100,000 10,000 Warrants added - - Warrants exercised - - Warrants voided through court decision (Note 6) (100,000 ) (10,000 ) Balance at 09/30/21 - - |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Inventory [Line Items] | |||||||
Cash, FDIC Insured Amount | $ 0 | $ 0 | $ 0 | ||||
Inventory | 526,311 | 526,311 | 333,088 | ||||
Unrealized loss on investments on precious metals | 48,586 | $ (95,964) | 75,370 | $ (119,874) | |||
Unrealized Gain (Loss) on Investments | (48,586) | $ 95,964 | $ (75,370) | $ 119,874 | |||
Impairment of Long-Lived Assets to be Disposed of | $ 0 | ||||||
Income Tax Examination, Penalties and Interest Accrued | 0 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 110,000 | 110,000 | |||||
Stockholders' Equity, Reverse Stock Split | 1,000 for 1 | ||||||
Minimum [Member] | |||||||
Inventory [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Maximum [Member] | |||||||
Inventory [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Precious Metalsand Coins [Member] | |||||||
Inventory [Line Items] | |||||||
Inventory | $ 607,142 | $ 607,142 | $ 682,511 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 62,470,672 | $ 60,207,491 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 58,460 | $ 58,460 |
Less – accumulated depreciation | (56,963) | (54,737) |
Property and equipment, net | $ 1,497 | $ 3,723 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 733 | $ 813 | $ 2,226 | $ 4,912 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,866 | |
Accrued court decision | 260,308 | |
Accrued consultant fees | 138,774 | 140,967 |
Accrued audit fees | 59,483 | 71,575 |
Accrued payroll | 52,006 | 30,000 |
Accrued dividends – preferred stock | 36,326 | 32,381 |
Accrued legal fees | 26,689 | |
Expenses owed consultant | 22,668 | 22,669 |
Accrued interest payable | 7,221 | 2,886 |
Accrued interest payable related party | 632 | 2,853 |
Other accrued expenses | 11,305 | 12,794 |
Accounts payable and accrued expenses | $ 617,278 | $ 316,125 |
SCHEDULE OF ACTIVITY FOR LOANS
SCHEDULE OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES (Details) - Loans Payable Related Parties [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Short-term Debt [Line Items] | |
Loans Payable, Current | $ 98,500 |
Loan advances | 203,000 |
Loan principal and accrued interest converted to common stock | (230,500) |
Loans payable, ending balance | $ 71,000 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Proceeds from Related Party Debt | $ 203,000 | $ 303,838 | |||||
Interest Payable, Current | $ 7,221 | 7,221 | $ 2,886 | ||||
Notes Payable, Related Parties | 235,000 | $ 235,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 395,000 | ||||||
Debt Conversion, Converted Instrument, Amount | 15,000 | ||||||
Gain (Loss) on Extinguishment of Debt | 776,315 | ||||||
Value of common stock shares issued | $ 7,500 | ||||||
Dividends Payable, Current | $ 36,326 | 36,326 | $ 32,381 | ||||
Stock Issued During Period, Value, Issued for Services | $ 345,400 | ||||||
Series A Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Value of common stock shares issued | 200,000 | ||||||
Chief Executive Officer [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Proceeds from Related Party Debt | $ 203,000 | $ 193,838 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | 6.00% | |||
Interest Payable, Current | $ 632 | $ 632 | |||||
Notes Payable, Related Parties | 230,500 | $ 232,206 | 230,500 | $ 232,206 | |||
Interest Payable | 4,870 | $ 4,870 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 784,570 | 229,738 | |||||
Debt Conversion, Converted Instrument, Amount | $ 2,011,038 | $ 414,238 | |||||
Gain (Loss) on Extinguishment of Debt | $ 1,775,668 | $ 182,032 | |||||
Number of common stock shares issued | 400,000 | 80,000 | |||||
Value of common stock shares issued | $ 400,000 | ||||||
Dividends Payable, Current | $ 19,141 | $ 19,141 | |||||
Stock Issued During Period, Value, Issued for Services | $ 208,000 | ||||||
Share-based Payment Arrangement, Expense | $ 208,000 | ||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Number of common stock shares issued | 400,000 | ||||||
Ramnik Clair [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Number of common stock shares issued | 36,000 | ||||||
Value of common stock shares issued | $ 424,800 | ||||||
Share-based Payment Arrangement, Expense | 421,200 | ||||||
Other Receivables | $ 3,600 | $ 3,600 |
SCHEDULE OF FUTURE PAYMENTS OF
SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 4,278 | |
2022 | 17,240 | |
2023 | 13,221 | |
Total remaining lease payments | 34,739 | |
Less: imputed interest | (5,487) | |
Total operating lease liabilities | 29,252 | |
Less: current portion | (14,188) | $ (12,617) |
Long term operating lease liabilities | $ 15,064 | $ 25,863 |
Weighted average remaining lease term | 24 months | |
Weighted average discount rate | 12.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 21, 2020 |
Operating Expenses | $ 346,802 | $ 46,452 | $ 541,093 | $ 1,549,586 | |||
Preferred Stock Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding | 100,000 | ||||||
Common Stock Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding | 10,000 | ||||||
Mom's Silver Shop, Inc. [Member] | |||||||
Lessee, Operating Lease, Description | The lease is for five years and runs through September 2023. The lease calls for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five. | ||||||
Lessee, Operating Lease, Term of Contract | 5 years | 5 years | |||||
Operating Lease, Payments | $ 1,305.60 | ||||||
Percentage of lease | 3.00% | 3.00% | |||||
Boustead Securities, LLC [Member] | |||||||
Cash | $ 260,308 | ||||||
Boustead Securities, LLC [Member] | Preferred Stock Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding | 87,179,487 | ||||||
Boustead Securities, LLC [Member] | Common Stock Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding | 9,230,769 | ||||||
Boustead Securities, LLC [Member] | Common Stock Warrants [Member] | Subsequent Event [Member] | |||||||
Fair Value Adjustment of Warrants | $ 260,308 | ||||||
Operating Expenses | $ 260,308 |
SBA LOAN (Details Narrative)
SBA LOAN (Details Narrative) - SBA Loan [Member] | 1 Months Ended |
Jun. 30, 2020USD ($) | |
Short-term Debt [Line Items] | |
Loan received amount | $ 150,000 |
Loan expense | $ 100 |
Loan term | 30 years |
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
Debt Instrument, Periodic Payment | $ 731 |
PPP LOAN (Details Narrative)
PPP LOAN (Details Narrative) - PPP Loan [Member] - USD ($) | 1 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Short-term Debt [Line Items] | ||
Proceeds from Loans | $ 15,125 | $ 15,125 |
Debt Instrument, Term | 5 years | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |
Debt Instrument, Description | The Company may apply for forgiveness of the loan in the future and no more than 40% of the loan may be used for non-payroll costs. |
SCHEDULE OF ACTIVITY FOR WARRAN
SCHEDULE OF ACTIVITY FOR WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Class of Warrant or Right, Outstanding | 100,000 |
Warrants added | |
Warrants exercised | |
Class of Warrant or Right, Outstanding | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Class of Warrant or Right, Outstanding | 10,000 |
Warrants added | |
Warrants exercised | |
Class of Warrant or Right, Outstanding | |
Preferred Stock Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant Vaided through court decision (Note 6) | (100,000) |
Common Stock Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant Vaided through court decision (Note 6) | (10,000) |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) - USD ($) | Jul. 21, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | |||||
Preferred stock shares authorized | 1,500,000,000 | |||||||
Stockholders' Equity, Reverse Stock Split | 1,000 for 1 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 395,000 | |||||||
Notes Payable, Related Parties | $ 235,000 | |||||||
Additional Paid in Capital | 62,778,644 | $ 60,567,724 | ||||||
Issuance of common stock for cash and receivables | $ 15,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 15,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 7,500 | |||||||
Stock Issued During Period, Value, Issued for Services | 345,400 | |||||||
February 2020 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 25,000 | |||||||
Interest Expense, Debt | $ 25,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 24,590 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 15,000 | |||||||
Related Party Notes Payable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Payable | $ 20,126 | |||||||
Stock Issued During Period, Shares, New Issues | 229,738 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 212,080 | |||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 39,500 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Additional Paid in Capital | $ 195,500 | |||||||
Issuance of common stock for cash and receivables | 40,079 | |||||||
Stock Issued During Period, Value, New Issues | $ 7,492 | |||||||
Stock Issued During Period, Value, Issued for Services | 345,369 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 75,000 | |||||||
Conversion of Stock, Shares Issued | 400,000 | |||||||
Issuance of common stock for cash and receivables | 21 | |||||||
Issuance Of Common Stock For Cash And Receivables Shares | $ 206,000 | $ 20,600 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 15,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 8 | |||||||
Stock Issued During Period, Shares, Issued for Services | 314,000 | 314,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 31 | $ 345,400 | ||||||
Common Stock [Member] | Shareholders Receivable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for cash and receivables | 25,100 | |||||||
Issuance Of Common Stock For Cash And Receivables Shares | $ 206,000 | |||||||
Common Stock Two [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 75,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 7,500 | |||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for exercise of warrants noncash transaction, shares | 98,214 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 200,000 | |||||||
Stock Receivable [Member] | Additional Paid-in Capital [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Additional Paid in Capital | $ 19,500 | |||||||
Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 784,570 | 229,738 | ||||||
Notes Payable, Related Parties | $ 230,500 | $ 232,206 | ||||||
Interest Payable | $ 4,870 | |||||||
Stock Issued During Period, Shares, New Issues | 400,000 | 80,000 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 2,011,038 | $ 414,238 | ||||||
Stock Issued During Period, Value, New Issues | $ 400,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 80,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 208,000 | |||||||
Employee Benefits and Share-based Compensation | $ 104,000 | $ 208,000 | ||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 400,000 | |||||||
Conversion of Stock, Shares Issued | 400,000 |
TEMPORARY EQUITY (Details Narra
TEMPORARY EQUITY (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity, Shares Outstanding | 0 | 400,000,000 | |
Dividends, Preferred Stock, Stock | $ 36,326 | ||
Temporary Equity, Liquidation Preference | $ 0 | $ 0 | $ 5,200,000 |
Series A Convertible Preferred Stock [Member] | |||
Conversion of Stock, Description | The conversion rate shall be the greater of (i) one fully paid and nonassessable share of common stock if the market value of the common stock is at or above $1.00 per share, or (ii) if the market value of the common stock is below $1.00, a number of fully paid and nonassessable shares of common stock equal to an amount of preferred shares multiplied by the conversion ratio of $1.00 divided by the market value, at the discretion of the preferred shareholder. Market value shall mean the closing bid price for the common stock on such previous day’s close of the common stock. | ||
Conversion of Stock, Shares Issued | 400,000 | ||
Common Stock [Member] | |||
Conversion of Stock, Shares Issued | 400,000 |