Sunstock (SSOK) 10-K/A 4 Apr 16 2015 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 30, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	Sunstock, Inc.
Entity Central Index Key	1,559,157
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		10,692,103
Entity Filer Category	Smaller Reporting Company
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash	$ 13,699	$ 1,567
Marketable securities	39,570
Inventory - products	27,314	$ 30,377
Inventory - silver	302,429
Prepaid expenses	2,378	$ 4,064
Total Current Assets	385,390	36,008
Property and equipment-net	7,729	8,947
Security deposits	2,000	4,756
Total assets	395,119	49,711
Current liabilities
Accounts payable	39,307	40,068
Accrued litigation	55,200	55,200
Total Current Liabilities	94,507	95,268
Total liabilities	$ 94,507	$ 95,268
Commitments and contingencies
Stockholders’ equity (deficit)
Preferred stock; $0.0001 par value, 20,000,000 shares authorized; zero shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 10,482,103 and 9,231,397 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively	$ 1,048	$ 923
Additional paid - in capital	1,007,034	458,959
Accumulated deficit	(707,470)	(505,439)
Total stockholders’ equity (deficit)	300,612	(45,557)
Total liabilities and stockholders’ equity (deficit)	$ 395,119	$ 49,711

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,482,103	9,231,397
Common stock, shares outstanding	10,482,103	9,231,397

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenue	$ 68,873	$ 166,492
Cost of revenue	33,829	85,318
Gross profit	35,044	81,174
Operating expenses	189,687	427,937
Operating loss	(154,643)	$ (346,763)
Other income (expense):
Unrealized loss on investments in precious metals	(51,627)
Realized / unrealized gain (loss) on investments in marketable securities	5,039
Loss before income tax	(201,231)	$ (346,763)
Income tax	800
Net loss	$ (202,031)	$ (346,763)
Loss per share - basic and diluted	$ (0.02)	$ (0.04)
Weighted average shares - basic and diluted	10,125,238	8,997,320

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Stock Subscription Receivable [Member]	Accumulated Deficit [Member]	Total
Balnace beginning at Dec. 31, 2013	$ 704	$ 221,977	$ (16,000)	$ (158,676)	$ 48,005
Balnace beginning, shares at Dec. 31, 2013	7,044,000
Issuance of common shares for conversion of debt	$ 18	18,442			18,460
Issuance of common shares for conversion of debt, shares	184,600
Issuance of common stock for services	$ 174	173,467			$ 173,641
Issuance of common stock for services, shares	1,736,412				75,000
Issuance of common stock for cash	$ 27	$ 45,073			$ 45,100
Issuance of common stock for cash, shares	266,385
Subsription receivable issued for services			$ 16,000		16,000
Net loss				$ (346,763)	(346,763)
Balnace ending at Dec. 31, 2014	$ 923	$ 458,959		$ (505,439)	$ (45,557)
Balnace ending, shares at Dec. 31, 2014	9,231,397				9,231,397
Issuance of common stock for services					$ 26,700
Issuance of common stock for services, shares					65,122
Issuance of common stock for cash	$ 119	521,381			$ 521,500
Issuance of common stock for cash, shares	1,185,584
Estimated fair value of common stock issued for services	$ 6	$ 26,694			26,700
Estimated fair value of common stock issued for services, shares	65,122
Net loss				$ (202,031)	(202,031)
Balnace ending at Dec. 31, 2015	$ 1,048	$ 1,007,034		$ (707,470)	$ 300,612
Balnace ending, shares at Dec. 31, 2015	10,482,103				10,482,103

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
OPERATING ACTIVITIES
Net loss	$ (202,031)	$ (346,763)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on marketable securities, net	(5,039)
Loss on investment in precious metals	51,627
Loss on fixed asset disposal	8,095
Depreciation	2,084	$ 834
Subscriptions receivable issued for services		16,000
Common stock issued for services	26,700	173,641
Changes in operating assets and liabilities
Inventories - products	3,063	$ (30,377)
Purchases of marketable secutiries	(2,910,496)
Proceeds from the sale of marketable securities	2,875,965
Prepaid expenses	1,686	$ 90,912
Deposits	2,756	470
Accounts payable and accrued liabilities	(761)	22,525
Net cash used in operating activities	(146,351)	$ (72,758)
INVESTING ACTIVITIES
Inventories - silver	(354,056)
Purchase of property and equipment	(8,961)	$ (9,781)
Cash used in investing activities	$ (363,017)	(9,781)
FINANCING ACTIVITIES
Proceeds from loan to shareholder		11,766
Advances on credit line, net		16,608
Proceeds from issuance of common stock	$ 521,500	45,100
Net cash provided by financing activities	521,500	73,474
Net change in cash	12,132	(9,065)
Cash, beginning of period	1,567	10,632
Cash, end of period	$ 13,699	1,567
SUPPLEMENTAL DISCLOSURE OF NON-CASH
Estimated fair value of common stock issued for conversion of amounts due from shareholder		18,460
Common stock issued for debt		6,838
Common stock issued for shareholder receivable		$ 11,622

Nature of Operations and Summar

Nature of Operations and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Sunstock, Inc. (formerly known as Sandgate Acquisition Corporation) (“Sunstock” or “the Company”) was incorporated on July 23, 2012 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 name from Sandgate Acquisition Corporation to Sunstock, Inc. and filed a Form 8-K with the Securities and Exchange Commission noticing such name change. On July 18, 2013, Jason Chang and Dr. Ramnik 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. Related rents and associated costs have ceased with a final settlement expected in April of 2016. The Company’s second store was relocated in December of 2015 under a six month lease with an option for an additional one year. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability of inventories and value of stock-based transactions. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2015 and 2014. Investments in Marketable Securities The Company accounts for its investments in marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320. The Company determined the appropriate classification of its investments at the time of purchase and reevaluated such designation at each balance sheet date. Marketable debt and equity securities that were bought and held principally for the purpose of selling them in the near term were classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and were reported in earnings in the statements of operations. As of December 31, 2015, the Company classifies its securities as trading. Changes in fair value of securities sold, not yet purchased are recognized in earnings currently and in the same caption as gains and losses on securities. INVENTORIES Inventories consist of merchandise for sale and are stated at the lower of cost or market determined on a first-in, first-out (FIFO) method. When a purchase contains multiple copies of the same item, they are stated at average cost. Inventories – silver consists primarily of silver and small amounts of gold held for sale and are stated at cost. 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. Likewise, the Company does not plan to sell its gold holdings unless the market price exceeds $2,500. At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. PRECIOUS METALS Inventory – silver: principally includes bullion and bullion coins and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory - silver are subsequently recorded at their 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 inventory are classified in Level 1 of the valuation hierarchy. 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 on investments on precious metals of ($51,627) at December 31, 2015. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are depreciated at the lesser of the useful life of the asset or the lease term. LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the years ended December 31, 2015 and 2014. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future. REVENUE RECOGNITION The Company recognizes revenues in accordance with the FASB ASC Topic 605. Accordingly, the Company recognizes revenues when there is persuasive evidence that an arrangement exists, product delivery and acceptance have occurred, the sales price is fixed or determinable, and collectability of the transaction is assured. 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. The total unrecognized tax benefit resulting in an increase in deferred tax assets and corresponding increase in the valuation allowance at December 31, 2015 is $79,769. 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 sheet at December 31, 2015. The Company is subject to taxation in the U.S. and the state of California jurisdictions. The Company’s tax years for 2013 and forward for federal and state purposes are subject to examination by the U.S. and state of California tax authorities due to the carry-forward of unutilized net operating losses. The Company does not foresee material changes to its gross uncertain income tax position liability within the next twelve months. EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock options and have been excluded from the computation of diluted earnings (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect. For the years ended December 31, 2015 and 2014 there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for the year then ended. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2015, the Company’s financial instruments include cash, marketable securities, accounts payable, and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments. As of December 31, 2015, the Company’s financial instruments include cash, investments in marketable securities, accounts payable, securities sold – not yet purchased and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments. The fair value of the marketable securities as determined based on quoted prices in active markets for identical assets or level 1 inputs.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2015
Going Concern [Abstract]
Going Concern	NOTE 2 - GOING CONCERN The Company has not posted operating income since inception. It has an accumulated deficit of approximately $707,000 as of December 31, 2015. 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 financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2015
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued its new lease accounting guidance in Accounting Standards Update (“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 consolidated 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. Management is currently assessing the impact the adoption of ASU 2016-02 will have on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11 , Inventory (Topic 330): Simplifying the Measurement of Inventory. Topic 330 In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” The amendments in this update provide guidance in U.S. GAAP about management’s responsibilities to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity’s management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans); (2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (3) management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern or management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 4 – PROPERTY AND EQUPMENT December 31, 2015 December 31, 2014 Furniture and equipment $ 8,875 $ 9,781 Less – accumulated depreciation (1,146 ) (834 ) $ 7,729 $ 8,947 Depreciation expense for the year ended December 31, 2015 was $2,084.

Related Party Balances

Related Party Balances	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Balances	NOTE 5 - RELATED PARTY BALANCES During the year ended December 31, 2014, the Company’s chief executive officer was granted 1,846,012 shares of common stock for the conversion of approximately $18,000 of amounts due. Based on the estimated fair value of the common shares, the Company recorded approximately $166,000 of compensation expense to the officer; as such shares were considered compensatory for services provided. In August 2014, the Company entered into a note receivable agreement of approximately $33,000 with the Company’s CEO and chairman of the board of directors. At September 30, 2014, the entire balance was due. In November 2014, such amount was reclassified to compensation expense. Effective July 30, 2002, Section 402 of the Sarbanes-Oxley Act of 2002 amended the Securities Exchange Act of 1934 to prohibit U.S. and foreign companies with securities traded in the United States of America from making, or arranging for third parties to make, nearly any type of personal loan to their directors and executive officers. Violations of the Sarbanes-Oxley loan prohibition are subject to the civil and criminal penalties applicable to violations of the Exchange Act. During the year ended December 31, 2013, the Company’s Chief Executive Officer received $16,000 directly from an investor in connection with the issuance of 75,000 shares of the Company’s common stock. During the year ended December 31, 2014, the Company recorded compensation of $16,000; as such amounts were not remitted to the Company by the officer. The Company has not incurred any salaries and related expenses during 2015 and 2014. The parents of the Company’s officer have contributed their time without compensation, nor any amounts due. They assist with operating the Company’s store (two stores through August 2014). In addition, the Company receives consulting services from a shareholder without any compensation, nor any amounts due. The Company approximates the annual expense would total $60,000 to hire and pay for comparable services. No such amounts have been recorded for the year ended December 31, 2015 and 2014. During the years ended December 31, 2015 and 2014, the Company was provided a $30,000 non-interest bearing, non-secured line of credit by a shareholder. The line is due on demand. During the year ended December 31, 2015 and 2014, the Company had net borrowings of approximately $20,000 and $17,000 respectively, which are due and payable at December 31, 2015 and 2014 of which is included in accounts payable in the accompanying balance sheets. The line expires in June 2016. In January 2015, the Company’s CEO has provided the Company with a revolving line of credit up to $120,000. All principal and interest (5%) shall be due and payable in January 2016. There were no borrowings under the revolving line during the year ended December 31, 2015. This expired in February 2016 and was not renewed.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 – COMMITMENTS AND CONTINGIENCIES The Company entered into a lease agreement in December 2015 for 2,700 square feet of retail shop space to replace their previous location below. The lease requires combined monthly payments of base rent of $1,950 for six months beginning January 2015 with an option for an additional one year. The Company entered into a lease agreement on October 30, 2013 for 2,239 square feet of retail shop space for this store of which has since been rescinded. The lease required combined monthly payments of base rent of $3,733 for thirty six months beginning February 2014. On April 8, 2014 the Company entered into a sixty-seven month lease agreement for its second retail store. The lease required monthly payments of base rent of $4,756, with free rent for months one through four, month seven, month nine and month eleven. The base rent increased gradually over the term of the lease. The company recorded deferred rent related to this lease, which approximated $22,000 and was included in accounts payable in the accompanying balance sheet of December 31, 2014. This store began operations on May 8, 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 until a new location is expected to open in the first quarter of 2015. Related rents and associated costs have ceased with a final settlement pending. On January 27 2015, the Company filed a lawsuit to recover these costs either through insurance proceeds or landlord settlement. LITIGATION In December 2013, the Company issued 75,000 shares of common stock to a third party (the “Shareholder”) for consideration of $16,000. Such consideration was received directly by Jason Chang, CEO, and was not deposited into the Company’s bank account. As the funds had not been received by the Company, such amounts have been recorded as compensation to Mr. Chang as of December 31, 2014 (see Note 5). In April 2014, the Company received notice from the Shareholder that he had filed a lawsuit against the Company and its CEO relating to the delay in the complainants’ stock reaching public listing services. The Company had made efforts to settle this issue, without an agreement being reached. As such, the Company has recorded a loss contingency based on its best estimate of all costs to be incurred for the ultimate settlement of this matter. The Company estimates its exposure to be $55,200, and has reflected this amount in accrued litigation on the accompanying balance sheet as of December 31, 2015 and 2014. 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.

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit)	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Stockholders' Equity (Deficit)	NOTE 7 - STOCKHOLDER’S EQUITY (DEFICIT) The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2015, 10,482,103 shares of common stock and no preferred stock were issued and outstanding. During the year ended December 31, 2014, the Company issued 266,385 shares of common stock for aggregate proceeds of $45,100 and 75,000 shares for services provided of approximately $7,500. During the year ended December 31, 2014, the Company issued 1,846,012 shares of common stock to the Company’s CEO in exchange for amounts due approximating $18,000 and compensation for services provided through 2014 of approximately $166,000. The Company recorded such amount as a prepaid expense and amortized the entire amount through December 31, 2014 (see additional discussion at Note 9). The related compensation expense has been recorded in operating expenses in the accompanying statement of operations. During the year ended December 31, 2015, the Company issued 1,185,584 shares of common stock for cash proceeds of $521,500 and 65,122 shares of common stock for $26,700 of services provided.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 8 - INCOME TAXES The Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the year ended December 31, 2015 is summarized below: December 31, 2015 December 31, 2014 Current: Federal $- $- State 800 800 Total current 800 800 Deferred: Federal 59,885 58,996 State 9,897 10,677 Change in valuation allowance (69,782 ) (69,673 ) Total deferred - - Income tax provision $ 800 $ 800 A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income provision is as follows: December 31, 2015 December 31, 2014 U.S. federal statutory tax rate 34.00 % 34.00 % State tax benefit, net (0.26 )% (0.15 )% Stock based compensation (4.49 )% (17.06 )% Other - - Valuation allowance (29.64 )% (17.01 )% Effective income tax rate (0.40 )% (0.23 )% Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2015 December 31, 2014 Deferred tax assets: NOL’s $ 201,361 $ 132,077 State taxes - - Inventory and other reserves - - Depreciation and amortization 830 332 NQ stock option expense - - Total deferred tax assets 202,191 132,409 Valuation allowance (202,191 ) (132,409 ) Net deferred tax assets $ - $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $70,000 for the year ending December 31, 2015. As of December 31, 2015, the Company had net operating loss carryforwards for federal income tax purposes of approximately $175,000 which expire beginning in the year 2020. As of December 31, 2015, the Company had net operating loss carryforwards for state income tax purposes of approximately $30,000. Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. The Company has not performed an analysis to determine the limitation of the net operating loss carryforwards.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS In February 2016, the Company issued 210,000 shares of common stock for services provided.

Nature of Operations and Summ16

Nature of Operations and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Nature of Operations	NATURE OF OPERATIONS Sunstock, Inc. (formerly known as Sandgate Acquisition Corporation) (“Sunstock” or “the Company”) was incorporated on July 23, 2012 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 name from Sandgate Acquisition Corporation to Sunstock, Inc. and filed a Form 8-K with the Securities and Exchange Commission noticing such name change. On July 18, 2013, Jason Chang and Dr. Ramnik 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. Related rents and associated costs have ceased with a final settlement expected in April of 2016. The Company’s second store was relocated in December of 2015 under a six month lease with an option for an additional one year.
Basis of Presentation	BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.
Use of Estimates	USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability of inventories and value of stock-based transactions.
Concentration of Risk	CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2015 and 2014.
Investments in Marketable Securities	Investments in Marketable Securities The Company accounts for its investments in marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320. The Company determined the appropriate classification of its investments at the time of purchase and reevaluated such designation at each balance sheet date. Marketable debt and equity securities that were bought and held principally for the purpose of selling them in the near term were classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and were reported in earnings in the statements of operations. As of December 31, 2015, the Company classifies its securities as trading. Changes in fair value of securities sold, not yet purchased are recognized in earnings currently and in the same caption as gains and losses on securities.
Inventories	INVENTORIES Inventories consist of merchandise for sale and are stated at the lower of cost or market determined on a first-in, first-out (FIFO) method. When a purchase contains multiple copies of the same item, they are stated at average cost. Inventories – silver consists primarily of silver and small amounts of gold held for sale and are stated at cost. 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. Likewise, the Company does not plan to sell its gold holdings unless the market price exceeds $2,500. At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.
Precious Metals	PRECIOUS METALS Inventory – silver: principally includes bullion and bullion coins and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory - silver are subsequently recorded at their 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 inventory are classified in Level 1 of the valuation hierarchy. 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 on investments on precious metals of ($51,627) at December 31, 2015.
Property and Equipment	PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are depreciated at the lesser of the useful life of the asset or the lease term.
Long-Lived Assets	LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the years ended December 31, 2015 and 2014. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.
Revenue Recognition	REVENUE RECOGNITION The Company recognizes revenues in accordance with the FASB ASC Topic 605. Accordingly, the Company recognizes revenues when there is persuasive evidence that an arrangement exists, product delivery and acceptance have occurred, the sales price is fixed or determinable, and collectability of the transaction is assured.
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. The total unrecognized tax benefit resulting in an increase in deferred tax assets and corresponding increase in the valuation allowance at December 31, 2015 is $79,769. 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 sheet at December 31, 2015. The Company is subject to taxation in the U.S. and the state of California jurisdictions. The Company’s tax years for 2013 and forward for federal and state purposes are subject to examination by the U.S. and state of California tax authorities due to the carry-forward of unutilized net operating losses. The Company does not foresee material changes to its gross uncertain income tax position liability within the next twelve months.
Earnings (Loss) Per Common Share	EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock options and have been excluded from the computation of diluted earnings (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect. For the years ended December 31, 2015 and 2014 there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for the year then ended.
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. At December 31, 2015, the Company’s financial instruments include cash, marketable securities, accounts payable, and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments. As of December 31, 2015, the Company’s financial instruments include cash, investments in marketable securities, accounts payable, securities sold – not yet purchased and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments. The fair value of the marketable securities as determined based on quoted prices in active markets for identical assets or level 1 inputs.

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Components of Property and Equipment	December 31, 2015 December 31, 2014 Furniture and equipment $ 8,875 $ 9,781 Less – accumulated depreciation (1,146 ) (834 ) $ 7,729 $ 8,947

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of Provision for Income Taxes	The Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the year ended December 31, 2015 is summarized below: December 31, 2015 December 31, 2014 Current: Federal $- $- State 800 800 Total current 800 800 Deferred: Federal 59,885 58,996 State 9,897 10,677 Change in valuation allowance (69,782 ) (69,673 ) Total deferred - - Income tax provision $ 800 $ 800
Schedule of Reconciliation of Income Taxes	A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income provision is as follows: December 31, 2015 December 31, 2014 U.S. federal statutory tax rate 34.00 % 34.00 % State tax benefit, net (0.26 )% (0.15 )% Stock based compensation (4.49 )% (17.06 )% Other - - Valuation allowance (29.64 )% (17.01 )% Effective income tax rate (0.40 )% (0.23 )%
Schedule of Deferred Tax Assets	Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2015 December 31, 2014 Deferred tax assets: NOL’s $ 201,361 $ 132,077 State taxes - - Inventory and other reserves - - Depreciation and amortization 830 332 NQ stock option expense - - Total deferred tax assets 202,191 132,409 Valuation allowance (202,191 ) (132,409 ) Net deferred tax assets $ - $ -

Nature of Operations and Summ19

Nature of Operations and Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)oz
Unrealized loss on investmenst in precious matals	$ 51,627
Impairment charges of long-lived assets	$ 0
Percentage of unrecognized tax benefits sustained	50.00%
Increase in valuation allowance due to unrecognized tax	$ 76,769
Accrued interest	$ 0
Outstanding dilutive securities | shares	0
Minimum [Member]
Property and equipment, useful life	3 years
Maximum [Member]
Property and equipment, useful life	5 years
Silver [Member]
Purchased ounces of silver | oz		100
Anticipates holding of metals until market price exceeds	$ 50
Gold [Member]
Anticipates holding of metals until market price exceeds	$ 2,500

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Going Concern [Abstract]
Accumulated deficit	$ 707,470	$ 505,439

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2,084	$ 834

Property and Equipment - Compon

Property and Equipment - Components of Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Furniture and equipment	$ 8,875	$ 9,781
Less - accumulated depreciation	(1,146)	(834)
Property and equipment, net	$ 7,729	$ 8,947

Related Party Balances (Details

Related Party Balances (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Aug. 31, 2014
Related Party Transaction [Line Items]
Stock issued during period, shares		1,185,584	266,385
Annual expense		$ 60,000
Revolving line of credit maximum		30,000	$ 30,000
Net borrowings		$ 20,000	$ 17,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares			1,846,012	75,000
Stock issued during period, aggregate price			$ 18,000
Officer compensantion			$ 166,000
Note receivable from shareholder				$ 16,000	$ 33,000
Revolving line of credit maximum	$ 120,000
Line of credits interest rate percentage	5.00%
Line of credit due and payable date	January 2,016

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Oct. 30, 2013USD ($)a	Dec. 31, 2013USD ($)shares	Dec. 31, 2015USD ($)ashares	Dec. 31, 2014USD ($)shares
CommitmentsAndContingenciesLineItems [Line Items]
Deferred rent related to lease				$ 22,000
Common stock issued to third party | shares			1,185,584	266,385
Accrued litigation			$ 55,200	$ 55,200
Shareholder [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Common stock issued to third party | shares		75,000
Common stock consideration		$ 16,000
Monthly Rentals and Maintenance Fees [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Area of real estate property | a			2,700
Operating rent expense, minimum rentals			$ 1,950
Monthly Rentals and Maintenance Fees [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Area of real estate property | a	2,239
Operating rent expense, minimum rentals	$ 4,756
Operating leases, term of contract	67 months
Description of operating leases, payment	The lease required monthly payments of base rent of $4,756, with free rent for months one through four, month seven, month nine and month eleven.

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit) (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,482,103	9,231,397
Number of common stock issued, shares	1,185,584	266,385
Proceeds from issuance of common stock	$ 521,500	$ 45,100
Issuance of common stock for services	$ 26,700	$ 173,641
Issuance of common stock for services, shares	65,122	75,000
Chief Executive Officer One [Member]
Class of Stock [Line Items]
Number of common stock issued, shares		1,846,012
Issuance of common stock for services		$ 18,000
Compensation expences for services		$ 166,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Deferred tax asset valuation of allowance	$ 70,000
Net operating loss carryforwards	201,361	$ 132,077
Federal Income Tax [Member]
Net operating loss carryforwards	$ 175,000
Operating loss carryforwards expiration date	beginning in the year 2020.
State Income Tax [Member]
Net operating loss carryforwards	$ 30,000

Income Taxes - Schedule of Prov

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Federal
State	$ 800	$ 800
Total current	800	800
Federal	59,885	58,996
State	9,897	10,077
Change in valuation of allowance	$ (69,782)	$ (69,673)
Total deferred
Income tax provision	$ 800

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of Income Taxes (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
U.S federalincome statuatory tax rate	34.00%	34.00%
State tax benefit, net	(0.26%)	(0.15%)
Stock based compensation	(4.49%)	(17.06%)
Other
Valuation allowance	(29.64%)	(17.01%)
Effective income tax rate	(0.40%)	(0.23%)

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
NOL's	$ 201,361	$ 132,077
State taxes
Inventory and other reserves
Depreciation and amortization	$ 830	$ 332
NQ stock option expense
Total deferred tax assets	$ 202,191	$ 132,409
Valuation allowance	$ (202,191)	$ (132,409)
Net deferred tax assets

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - shares	1 Months Ended	12 Months Ended
	Feb. 29, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of common stock issued, shares		1,185,584	266,385
Subsequent Event [Member]
Number of common stock issued, shares	210,000