Sunstock (SSOK) 10-Q 21 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 18, 2017
Document And Entity Information
Entity Registrant Name	Sunstock, Inc.
Entity Central Index Key	1,559,157
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,023,638
Trading Symbol	SSOK
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current assets
Cash	$ 27,816	$ 16,601
Other receivable		1,000
Inventory - products	3,893	4,681
Inventory - silver	377,662	358,178
Prepaid services	6,741,070	27,170
Prepaid expenses	38,210	6,600
Total Current Assets	7,188,651	414,230
Property and equipment-net	5,133	5,091
Total assets	7,193,784	419,321
Current liabilities
Accounts payable	14,938	56,411
Accrued litigation	82,660	82,660
Convertible notes payable, net of discount	33,386
Derivative liability - conversion feature	108,663
Common stock payable	1,059,243
Total Current Liabilities	1,298,890	139,071
Total liabilities	1,298,890	139,071
Commitments and contingencies
Stockholders' equity
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; 41,023,638 and 18,927,638 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	4,102	1,892
Additional paid - in capital	31,615,550	7,324,620
Subscription receivable	(11,300)
Accumulated deficit	(25,713,458)	(7,046,262)
Total stockholders' equity	5,894,894	280,250
Total liabilities and stockholders' equity	$ 7,193,784	$ 419,321

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
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	41,023,638	18,927,638
Common stock, shares outstanding	41,023,638	18,927,638

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Revenues	$ 3,189	$ 10,102	$ 6,785	$ 23,510
Cost of revenue	2,261	5,883	4,811	12,586
Gross profit	928	4,219	1,974	10,924
Compensation and related	6,064,943	529,348	18,593,073	529,348
Other operating expenses	123,549	31,643	150,120	113,536
Operating loss	(6,274,491)	(556,772)	(18,828,146)	(631,960)
Other income (expense):
Unrealized gain (loss) on investments in precious metals	(35,712)	79,594	16,008	115,632
Realized gain (loss) on investments in marketable securities				5,046
Changes in fair value of derivative liability	144,942		144,942
Interest expense	86,927		86,927
Loss before income tax	(6,165,261)	(477,178)	(18,667,196)	511,282
Income tax
Net loss	$ (6,165,261)	$ (477,178)	$ (18,667,196)	$ 511,282
Loss per share - basic and diluted	$ (0.18)	$ (0.04)	$ (0.61)	$ (0.05)
Weighted average number of common shares outstanding - basic and diluted	34,271,955	10,998,770	30,571,780	10,819,850

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
OPERATING ACTIVITIES
Net loss	$ (18,667,196)	$ 511,282
Adjustments to reconcile net loss to net cash used in operating activities
Realized gain on marketable securities, net		(5,046)
Change in fair value of derivative liability	(144,942)
Unrealized gain on investment in precious metals	(16,008)	(115,632)
Depreciation	2,567	1,748
Amortization of debt discount & issuance costs	49,055
Common stock issued for services including amortization of prepaid consulting	17,559,580	558,230
Excess fair value of derivative	38,436
Common stock payable	1,053,943
Changes in operating assets and liabilities
Other Receivables	1,000	(16,774)
Inventories - products	788	3,697
Prepaid expenses & services	(31,610)	(122)
Accrued litigation		27,460
Accounts payable	(41,473)	1,410
Net cash used in operating activities	(195,860)	(56,311)
INVESTING ACTIVITIES
Inventories - silver	(3,476)
Purchase of property and equipment	(2,609)
Proceeds from sales of marketable securites		44,616
Purchase of property and equipment
Cash provided by (used in) investing activities	(6,085)	44,616
FINANCING ACTIVITIES
Proceeds from convertible notes payable	199,500
Proceeds from issuance of common stock	13,660	3,109
Net cash provided by financing activities	213,160	3,109
Net change in cash	11,215	(8,586)
Cash, beginning of period	16,601	13,699
Cash, end of period	27,816	5,113
SUPPLEMENTAL DISCLOSURE OF NON-CASH
Common stock issued as prepaid consulting	9,839,700	403,500
Shares issued under stock subscription receivable	11,300	403,500
Fair value of derivatives recorded as debt discount	$ 215,169

Nature of Operations and Summar

Nature of Operations and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
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 operations to date have been limited to issuing shares of its common stock. 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. In December 2014, the Company purchased 100 ounces of silver. In 2015, the Company purchased additional precious metals for $302,429 and shifting more of its capital to the acquisition of precious metals. The Company holds physical coins and bullion rather than contracts for delivery of precious metals or certificates. In time of economic crisis, there may be no guarantee of the delivery of precious metals as contracts and certificates may exceed available stock. 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. BASIS OF PRESENTATION The condensed balance sheet as of December 31, 2016, which has been derived from audited financial statements and the interim unaudited condensed financial statements as of June 30, 2017 and 2016 have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. These condensed financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2016, included in the Company’s Form 10-K. The condensed financial statements included herein as of and for the three and six months ended June 30, 2017 and 2016 are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed financial position of the Company as of June 30, 2017, the condensed results of its operations and cash flows for the three and six months ended June 30, 2017 and 2016 and the condensed cash flows for the six months ended June 30, 2017 and 2016. The results of operations for three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year or any future interim periods. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. 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 but are not limited to valuation of marketable securities, and derivative liabilities, realizability of inventories and value of stock-based transactions. 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. REVENUE RECOGNITION The Company recognizes revenues in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Certification (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. EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share represents income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period which excluded unvested restricted stock. 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. As of June 30, 2017, there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for each of the periods presented. STOCK BASED COMPENSATION ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all stock-based payment awards to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. In July 2017, the FASB issued ASU No. 2017-11, which eliminates the requirement to classify financial instruments as derivative liabilities simply because they have down round pricing protection. The Company has often issued warrants with down round pricing protection as part of its financing activities. Currently, the Company has convertible notes payable and warrants with down round pricing protection that are classified as derivative liabilities. The Company revalues these warrant tranches each reporting period and records the valuation differences as a component of other income in the statement of operations. The adoption of this ASU will allow the Company to classify its remaining warrant derivatives as equity and future warrants that might be issued by the Company with down round price protection will qualify as equity rather than derivative liability for balance sheet presentation purposes. This ASU is effective for annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is determining the financial impact of this ASU. Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. The Company’s financial instruments consist of cash, accounts payable, accrued expenses, notes payable, convertible notes payable The carrying value for all such instruments approximates fair value due to the short-term nature of the instruments. The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative convertible notes, at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative convertible notes.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2017
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 approximately $25,713,458 as of June 30, 2017. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. These Condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with an acquisition target. There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS In March 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation - Stock Compensation. The ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. Certain of these changes are required to be applied retrospectively, while other changes are required to be applied prospectively. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. As a result of the adoption of this ASU as of January 1, 2017, we have made an entity-wide accounting policy election to account for forfeitures when they occur. There is no cumulative-effect adjustment as a result of the adoption of this ASU as our estimated forfeiture rate prior to adoption of this ASU was 0%. The adoption of this ASU did not have a material impact on our condensed financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Current U.S. GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments in this update will align the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards (IFRS) and are effective for fiscal years after December 15, 2016, including interim periods within those annual periods. The adoption of this ASU as of January 1, 2017 did not have a material impact on our condensed financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. Topic 330. Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this ASU more closely align the measurement of inventory in U.S. GAAP with the measurement of inventory in IFRS. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of this ASU as of January 1, 2017 did not have a material impact on our condensed financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU 2014-15 describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the condensed consolidated financial statements. The standard provides accounting guidance that will be used along with existing auditing standards. The ASU 2014-15 is effective for the annual period ending after December 15, 2016. Early application is permitted. The adoption of this ASU as of January 1, 2017 did not have a material impact on our condensed financial statements and related disclosures.

Related Party Balances

Related Party Balances	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Balances	NOTE 4 - RELATED PARTY BALANCES During the period ended June 30, 2017 and December 31, 2016, the Company was provided a non-interest bearing, non-secured line of credit by a shareholder. The line is due on demand. At June 30, 2017 ,and year ended December 31, 2016, the Company had net borrowings of approximately $0 and $30,000, respectively, which reflects the payment in full in June 2017 and is still available to draw down and has no formal maturity date. At December 31, 2016, the amount is included in accounts payable in the accompanying condensed balance sheets. See Note 6 for shares of stock issued to related parties. During the quarter ended June 30, 2017, the Company entered a 19-month lease with the parents of Jason Chang for Corporate office space at $1,200 per month running through December 2018.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 5 - 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 2016 with an option for an additional one year running through June of 2017. This lease is currently on a month to month basis at June 30, 2017. During June of 2017, the Company entered into a three-month consulting agreement with PAG Group, LLC., to help develop business growth opportunities through September 2017 for $20,000. During the quarter ended June 30, 2017, the Company entered a 19-month lease with the parents of Jason Chang for Corporate office space at $1,200 per month running through December 2018. 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. In June 2016, he Company settled for $82,660 which has been reflected in accrued litigation on the accompanying balance sheet as of June 30, 2017 and December 31, 2016. Repayment of which is anticipated in the third quarter of 2017. 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. About 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. The Company entered into a lease agreement in December 2015 for 2,700 square feet of retail shop space. The lease requires combined monthly payments of base rent of $1,950 for six months beginning January 2016 with an option for an additional one year running through June of 2017. Currently the Company is on a month to month agreement. 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 sheet.

Outstanding Debt

Outstanding Debt	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Outstanding Debt	NOTE 6 – OUTSTSANDING DEBT Convertible notes payable are as follows as of June 30, 2017: Outstanding as of June 30, 2017 Debt Discount Amount Interest rate Accrued Interest Maturity Auctus $ 112,250 $ 86,741 $ 25,509 12 % $ 1,428 February 18, 2018 EMA 115,000 107,123 7,877 10 % 758 June 5, 2018 $ 227,250 $ 193,864 $ 33,386 - $ 2,186 - Derivative liability $ 108,663 On May 24, 2017 the Company entered a Convertible Promissory Note with Auctus Fund, LLC., (“Auctus”) in the principle amount of $112,250 (the “Auctus Note”) The Auctus Note bears interest at the rate of 12% per annum (24% upon an event of default) and is due and payable on February 18, 2018. The principle amount of the Auctus Note and all accrued interest is convertible at the option of the holder at the greater of (a) 55% (a 45% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date). The variable conversion term was a derivative liability (See Note 7) and the Company recorded approximately $100,000 of debt discount upon issuance. The prepayment amount ranges from 135% to 140% of the outstanding principle plus accrued interest of the note, depending on when such prepayment is made. In addition, the Company recognized legal and set up costs of $12,750 on the funding date which was expensed upon grant. On June 5, 2017, the Company entered a Convertible Promissory Note with EMA Financial, LLC., (“EMA”) (with an issuance date of also May 24, 2017 in the principle amount of $115,000 (the “EMA Note”) The EMA Note bears interest at the rate of 10% per annum (24% upon an event of default) and is due and payable on June 5, 2018. The principle amount of the EMA Note and all accrued interest is convertible at the option of the holder at the greater of (a) 50% (a 50% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date). The variable conversion term was a derivative liability, see Note 7, and the Company recorded approximately $115,000 of debt discount upon issuance and approximately $38,000 of interest expense based on the fair value of the embedded converstion feature being in excess of the note. The prepayment amount ranges from 135% to 150% of the outstanding principle plus accrued interest of the note, depending on when such prepayment is made. In addition, the Company recognized legal and set up costs of $15,000 on the funding date, which was expensed upon grant.

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	NOTE 7 – DERIVATIVE LIABILITIES The Company evaluates debt instruments, or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity Certain of the Company’s embedded conversion features on debt are treated as derivatives for accounting purposes. The Company estimates the fair value of these embedded conversion features using the Black-Scholes Merton option pricing model (“Black-Scholes”) Based on these provisions, the Company has classified all conversion features as derivative liabilities at June 30, 2017. The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives. Accordingly, the Company has estimated the fair value of these embedded conversion features using Black-Scholes with the following assumptions: For the Three months ended June 30, 2017 Annual dividend yield 0 % Expected life (years) .95 - 1.5 Risk-free interest rate 124 % Expected volatility 110% - 125 % The following table presents the changes in fair value of our warrants and embedded conversion features measured at fair value on a recurring basis for three months ended June 30, 2017: Balance as of December 31, 2016 $ - Issuance of embedded conversion features 253,605 Change in fair value (144,942 ) Balance as of June 30, 2017 $ 108,663

Stockholder's Equity

Stockholder's Equity	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Stockholder's Equity	NOTE 8 - STOCKHOLDER’S EQUITY The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. During 2016, the Company issued an aggregate of 330,000 shares of fully vested non-forfeitable shares of common stock to certain consultants of the Company to be earned over a one-year period. The shares were valued at $403,500 (based on the closing market price on the measurement date) of which $720 was received in cash and the remaining $402,780 have been recorded as prepaid consulting. The Company has amortized the final portion of this prepaid expense of approximately $30,000 during the first quarter of 2017. During the year ended December 31, 2016, the Company issued an aggregate 6,660,000 shares of Restricted common stock to certain employees for future services (See Note 7 of our Annual Report on Form 10-K as of and for the year ended December 31, 2016 for details). During the six months ended June 30, 2017, the Company recorded $2,184,000 in stock based compensation expense related to the vesting terms of such restricted shares. During the six months ended June 30, 2017, the Company received $4,440 for the issuance of 306,000 shares of common stock. During the first quarter ended March 31, 2017 the Company issued 120,000 shares of Common Stock to a consultant for legal services to be rendered through February 28, 2018. The fair value of the stock was determined to be $116,400, of which, $6,000 is included in subscription receivable, and the remaining $110,400 was recorded as prepaid consulting. During the three months and six months ended June 30, 2017, the Company amortized approximately 9,200 of and $40,000 (based on the closing price on the measurement date) respectively to stock based compensation expense based on the vesting term. During the quarter ended March 31 and June 30, 2017, the company’s CEO, Jason Chang was awarded 11.5 million and 5.3 million shares of the Company’s common stock for services valued at an aggregate of $18,673,250 (based on the closing price on the measurement date)of which $7,800 was received in the cash and the remaining $18,665,450 will be recorded as stock based compensation expense in the accompanying statement of operations as the amounts are earned through December 31, 2017. During the six months ended June 30, 2017, the Company has recorded approximately $12,310,000 of compensation expense related to these issuances. During the three months ended June 30, 2017, the Company issued 10,170,000 shares of restricted common stock to certain employees and consultants for future services. The total fair value of the shares of restricted common stock issued of $12,663,200 was based on the market price of the restricted stock on the measurement date to be amortized to stock-based compensation expense over the term of the requisite service period. As of June 30, 2017, the Company recorded approximately $9,700,000 of prepaid consulting services and expensed approximately $4,040,000 related to the portion of the shares that vested.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 - SUBSEQUENT EVENTS The Company signed a letter of intent in April 2017 to acquire a hotel located in Central California. The hotel purchase price is currently being negotiated and the Company expects a final in the third quarter of 2017.

Nature of Operations and Summ15

Nature of Operations and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
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 operations to date have been limited to issuing shares of its common stock. 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. In December 2014, the Company purchased 100 ounces of silver. In 2015, the Company purchased additional precious metals for $302,429 and shifting more of its capital to the acquisition of precious metals. The Company holds physical coins and bullion rather than contracts for delivery of precious metals or certificates. In time of economic crisis, there may be no guarantee of the delivery of precious metals as contracts and certificates may exceed available stock. 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.
Basis of Presentation	BASIS OF PRESENTATION The condensed balance sheet as of December 31, 2016, which has been derived from audited financial statements and the interim unaudited condensed financial statements as of June 30, 2017 and 2016 have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. These condensed financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2016, included in the Company’s Form 10-K. The condensed financial statements included herein as of and for the three and six months ended June 30, 2017 and 2016 are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed financial position of the Company as of June 30, 2017, the condensed results of its operations and cash flows for the three and six months ended June 30, 2017 and 2016 and the condensed cash flows for the six months ended June 30, 2017 and 2016. The results of operations for three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year or any future interim periods.
Use of Estimates	USE OF ESTIMATES The preparation of financial statements in conformity with U.S. 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 but are not limited to valuation of marketable securities, and derivative liabilities, realizability of inventories and value of stock-based transactions.
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.
Revenue Recognition	REVENUE RECOGNITION The Company recognizes revenues in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Certification (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.
Earnings (Loss) Per Common Share	EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share represents income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period which excluded unvested restricted stock. 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. As of June 30, 2017, there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for each of the periods presented.
Stock Based Compensation	STOCK BASED COMPENSATION ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all stock-based payment awards to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. In July 2017, the FASB issued ASU No. 2017-11, which eliminates the requirement to classify financial instruments as derivative liabilities simply because they have down round pricing protection. The Company has often issued warrants with down round pricing protection as part of its financing activities. Currently, the Company has convertible notes payable and warrants with down round pricing protection that are classified as derivative liabilities. The Company revalues these warrant tranches each reporting period and records the valuation differences as a component of other income in the statement of operations. The adoption of this ASU will allow the Company to classify its remaining warrant derivatives as equity and future warrants that might be issued by the Company with down round price protection will qualify as equity rather than derivative liability for balance sheet presentation purposes. This ASU is effective for annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is determining the financial impact of this ASU. Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. The Company’s financial instruments consist of cash, accounts payable, accrued expenses, notes payable, convertible notes payable The carrying value for all such instruments approximates fair value due to the short-term nature of the instruments. The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative convertible notes, at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative convertible notes.

Outstanding Debt (Tables)

Outstanding Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	Convertible notes payable are as follows as of June 30, 2017: Outstanding as of June 30, 2017 Debt Discount Amount Interest rate Accrued Interest Maturity Auctus $ 112,250 $ 86,741 $ 25,509 12 % $ 1,428 February 18, 2018 EMA 115,000 107,123 7,877 10 % 758 June 5, 2018 $ 227,250 $ 193,864 $ 33,386 - $ 2,186 - Derivative liability $ 108,663

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Fair Value Assumption	Accordingly, the Company has estimated the fair value of these embedded conversion features using Black-Scholes with the following assumptions: For the Three months ended June 30, 2017 Annual dividend yield 0 % Expected life (years) .95 - 1.5 Risk-free interest rate 124 % Expected volatility 110% - 125 %
Schedule of Fair Value of Warrants Measured On Recurring Basis	Balance as of December 31, 2016 $ - Issuance of embedded conversion features 253,605 Change in fair value (144,942 ) Balance as of June 30, 2017 $ 108,663

Nature of Operations and Summ18

Nature of Operations and Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)	Jun. 30, 2017USD ($)	Dec. 31, 2014oz
Purchased additional precious metals	$ 302,429
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 ($)	Jun. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 25,713,458	$ 7,046,262

Related Party Balances (Details

Related Party Balances (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Net borrowings	$ 0	$ 30,000
Jason Chang [Member]
Related Party Transaction [Line Items]
Office space monthly rent	$ 1,200

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	1 Months Ended	3 Months Ended	6 Months Ended
	Dec. 31, 2013USD ($)shares	Jun. 30, 2017USD ($)	Jun. 30, 2017USD ($)shares	Dec. 31, 2016USD ($)	Dec. 31, 2015ft²
Area of land | ft²					2,700
Common stock issued to third party | shares			306,000
Common stock consideration			$ 4,440
Accrued litigation		$ 82,660	82,660	$ 82,660
PAG Group, LLC [Member] | Consulting Agreement [Member]
Operating rent expense, minimum rentals			1,950
Settlement, amount			$ 20,000
Jason Chang [Member]
Office space monthly rent		$ 1,200
Shareholder [Member]
Common stock issued to third party | shares	75,000
Common stock consideration	$ 16,000

Outstanding Debt (Details Narra

Outstanding Debt (Details Narrative) - USD ($)	Jun. 05, 2017	Jun. 05, 2017	May 24, 2017	Jun. 30, 2017
Convertible promissory note				$ 227,250
Derivative liability				108,663
Auctus Fund, LLC., [Member]
Convertible promissory note				$ 112,250
Convertible promissory note interest rate				12.00%
Maturity date				Feb. 18, 2018
Auctus Fund, LLC., [Member] | Auctus Note [Member]
Convertible promissory note			$ 112,250
Convertible promissory note interest rate			12.00%
Convertible promissory note default interest rate			24.00%
Maturity date			Feb. 18, 2018
Percentage of conversion, converted instrument			55.00%
Percentage of debt discount			0.45
Derivative liability			$ 100,000
Legal and setup fee			$ 12,750
Auctus Fund, LLC., [Member] | Auctus Note [Member] | Minimum [Member]
Percentage on prepayment outstanding principle plus accrued interest			1.35
Auctus Fund, LLC., [Member] | Auctus Note [Member] | Maximum [Member]
Percentage on prepayment outstanding principle plus accrued interest			1.40
EMA Financial, LLC., [Member]
Convertible promissory note				$ 115,000
Convertible promissory note interest rate				10.00%
Maturity date				Jun. 5, 2018
EMA Financial, LLC., [Member] | EMA Note [Member]
Convertible promissory note	$ 115,000	$ 115,000
Convertible promissory note interest rate	10.00%	10.00%
Convertible promissory note default interest rate	24.00%	24.00%
Maturity date	Jun. 5, 2018
Percentage of conversion, converted instrument	50.00%
Percentage of debt discount	0.50
Legal and setup fee	$ 15,000
Interest expense		$ 38,000
EMA Financial, LLC., [Member] | EMA Note [Member] | Minimum [Member]
Percentage on prepayment outstanding principle plus accrued interest	1.35
EMA Financial, LLC., [Member] | EMA Note [Member] | Maximum [Member]
Percentage on prepayment outstanding principle plus accrued interest	1.50

Outstanding Debt - Schedule of

Outstanding Debt - Schedule of Convertible Notes Payable (Details)	6 Months Ended
	Jun. 30, 2017USD ($)
Outstanding as of June 30, 2017	$ 227,250
Debt Discount	193,864
Net Amount	33,386
Accrued Interest	2,186
Derivative liability	108,663
Auctus Fund, LLC., [Member]
Outstanding as of June 30, 2017	112,250
Debt Discount	86,741
Net Amount	$ 25,509
Interest rate	12.00%
Accrued Interest	$ 1,428
Maturity	Feb. 18, 2018
EMA Financial, LLC., [Member]
Outstanding as of June 30, 2017	$ 115,000
Debt Discount	107,123
Net Amount	$ 7,877
Interest rate	10.00%
Accrued Interest	$ 758
Maturity	Jun. 5, 2018

Derivative Liabilities - Schedu

Derivative Liabilities - Schedule of Fair Value Assumption (Details) - Warrants [Member]	3 Months Ended
	Jun. 30, 2017
Annual dividend yield	0.00%
Risk-free interest rate	124.00%
Minimum [Member]
Expected life (years)	11 months 12 days
Expected volatility	110.00%
Maximum [Member]
Expected life (years)	1 year 6 months
Expected volatility	125.00%

Derivative Liabilities - Sche25

Derivative Liabilities - Schedule of Fair Value of Warrants Measured On Recurring Basis (Details) - Warrants [Member]	3 Months Ended
	Jun. 30, 2017USD ($)
Balance as of December 31, 2016
Issuance of embedded conversion features	253,605
Change in fair value	(144,942)
Balance as of June 30, 2017	$ 108,663

Stockholder's Equity (Details N

Stockholder's Equity (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000		100,000,000		100,000,000
Preferred stock, shares authorized	20,000,000		20,000,000		20,000,000
Number fully vested non-forfeitable shares of common stock issued					330,000
Non-forfeitable common stock valued					$ 403,500
Non-forfeitable common stock valued in cash					720
Remaining non-forfeitable common stock valued					$ 402,780
Prepaid expense	$ 30,000		$ 30,000
Stock issued to employee for services		120,000
Stock based compensation expense related to restricted shares			2,184,000
Proceeds from issuance of stock			$ 13,660	$ 3,109
Issuance of common stock			306,000
Issuance of common stock, value			$ 4,440
Fair value of stock		$ 116,400
Subscription receivable		6,000
Prepaid consulting	9,700,000	$ 110,400	9,700,000
Amortized stock based compensation	9,200		40,000
Recognized compensation costs related to non-vested stock-based compensation	$ 2,184,000		2,184,000
Stock based compensation			12,310,000
Expenses on vesting of shares			$ 4,040,000
Chief Executive Officer [Member]
Class of Stock [Line Items]
Stock issued to employee for services		11,500,000	5,300,000
Proceeds from issuance of stock			$ 7,800
Number of common stock issued for services			18,673,250
Stock based compensation			$ 18,665,450
Restricted Stock [Member] | Employees [Member]
Class of Stock [Line Items]
Stock issued to employee for services					6,660,000
Restricted Stock [Member] | Employee and Consultants [Member]
Class of Stock [Line Items]
Stock issued to employee for services			10,170,000
Number of common stock issued for services			$ 12,663,200