Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54830 | |
Entity Registrant Name | SUNSTOCK, INC. | |
Entity Central Index Key | 0001559157 | |
Entity Tax Identification Number | 46-1856372 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 111 Vista Creek Circle | |
Entity Address, City or Town | Sacramento | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95835 | |
City Area Code | 916 | |
Local Phone Number | 860-9622 | |
Title of 12(b) Security | Common Stock. | |
Trading Symbol | SSOK. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,126,387 |
Condensed and Consolidated Bala
Condensed and Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 33,146 | $ 30,168 |
Inventory – coins | 829,960 | 669,798 |
Inventory – precious metals | 609,093 | 722,867 |
Prepaid expenses | 5,236 | 5,655 |
Total current assets | 1,477,435 | 1,428,488 |
Property and equipment, net | 479 | 1,285 |
Right of use lease asset | 15,063 | 25,862 |
Total assets | 1,492,977 | 1,455,635 |
Current liabilities | ||
Accounts payable and accrued expenses | 503,280 | 581,512 |
Operating lease liability – current portion | 15,063 | 14,748 |
SBA loan – current | 3,172 | 1,845 |
Loans payable – related parties | 360,787 | 153,100 |
Total current liabilities | 882,302 | 751,205 |
PPP loan | 30,250 | |
SBA loan. Net of current portion | 146,828 | 148,155 |
Operating lease liability, non-current | 11,114 | |
Total liabilities | 1,029,130 | 940,724 |
Commitments and contingencies | ||
Series A convertible preferred stock, $0.0001 par value, 1,100,000,000 shares authorized, 0 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively - | ||
Stockholders’ equity | ||
Preferred stock; $0.0001 par value, 400,000,000 shares authorized; 0 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | ||
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 4,126,387 and 4,126,387 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 412 | 412 |
Additional paid – in capital | 62,778,644 | 62,778,644 |
Accumulated deficit | (62,315,209) | (62,264,145) |
Total stockholders’ equity | 463,847 | 514,911 |
Total liabilities, convertible preferred stock, and stockholders’ equity | $ 1,492,977 | $ 1,455,635 |
Condensed and Consolidated Ba_2
Condensed and Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 1,100,000,000 | 1,100,000,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 400,000,000 | 400,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 4,126,387 | 4,126,387 |
Common stock, shares outstanding | 4,126,387 | 4,126,387 |
Condensed and Consolidated Stat
Condensed and Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,287,179 | $ 4,135,437 | $ 9,807,089 | $ 10,198,419 |
Cost of revenue | 3,256,768 | 4,069,093 | 9,633,215 | 10,061,684 |
Gross profit | 30,411 | 66,344 | 173,874 | 136,735 |
Operating expenses | ||||
Professional fees | 12,793 | 63,196 | 98,806 | 214,813 |
Compensation | 182 | 14,051 | 738 | 28,404 |
Lawsuit judgment | 260,308 | 260,308 | ||
Other operating expenses | 7,979 | 9,247 | 26,319 | 37,568 |
Total operating expenses | 20,954 | 346,802 | 125,863 | 541,093 |
Profit (loss) from operations | 9,457 | (280,458) | 48,011 | (404,358) |
Other income (expense) | ||||
Unrealized loss on investments in precious metals | (62,779) | (48,586) | (113,775) | (75,370) |
Interest expense | (1,443) | (1,443) | (4,329) | (4,335) |
Interest expense related party | (4,637) | (472) | (11,221) | (2,650) |
Gain on debt extinguishment | 30,250 | |||
Loss on settlement of related party debt | (1,775,668) | |||
Total other income (expense), net | (68,859) | (50,501) | (99,075) | (1,858,023) |
Loss before provision for income taxes | (59,402) | (330,959) | (51,064) | (2,262,181) |
Provision for income taxes | 800 | |||
Net loss | $ (59,402) | $ (330,959) | $ (51,064) | $ (2,263,181) |
Loss per share – basic and diluted | $ (0.01) | $ (0.08) | $ (0.01) | $ (0.59) |
Weighted average number of common shares outstanding – basic and diluted | 4,126,387 | 4,126,387 | 4,126,387 | 3,813,568 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders' Equity - USD ($) | Convertible Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Shareholders Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 200,000 | $ 294 | $ 60,567,724 | $ (45,100) | $ (60,207,491) | $ 515,427 |
Beginning balance, shares at Dec. 31, 2020 | 400,000 | 2,941,817 | ||||
Issuance of common stock for related party notes payable and accrued interest | $ 64 | 1,537,544 | 1,537,608 | |||
Issuance of common stock for related party notes payable and accrued interest, shares | 640,670 | |||||
Issuance of preferred stock for convertible preferred stock payable | $ (200,000) | $ 40 | 199,960 | |||
Issuance of preferred stock for convertible preferred stock payable, shares | (400,000) | 400,000 | ||||
Net income (loss) | (1,465,000) | (1,465,000) | ||||
Ending balance, value at Mar. 31, 2021 | $ 398 | 62,305,228 | (45,100) | (61,672,491) | 588,035 | |
Ending balance, shares at Mar. 31, 2021 | 3,982,487 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 200,000 | $ 294 | 60,567,724 | (45,100) | (60,207,491) | 515,427 |
Beginning balance, shares at Dec. 31, 2020 | 400,000 | 2,941,817 | ||||
Net income (loss) | (2,263,181) | |||||
Ending balance, value at Sep. 30, 2021 | $ 412 | 62,778,644 | (62,470,672) | 308,384 | ||
Ending balance, shares at Sep. 30, 2021 | 4,126,387 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 398 | 62,305,228 | (45,100) | (61,672,491) | 588,035 | |
Beginning balance, shares at Mar. 31, 2021 | 3,982,487 | |||||
Issuance of common stock for related party notes payable and accrued interest | $ 14 | 473,416 | 473,430 | |||
Issuance of common stock for related party notes payable and accrued interest, shares | 143,900 | |||||
Net income (loss) | (467,222) | (467,222) | ||||
Receipts on receivables from shareholders | 37,600 | 37,600 | ||||
Ending balance, value at Jun. 30, 2021 | $ 412 | 62,778,644 | (7,500) | (62,139,713) | 631,843 | |
Ending balance, shares at Jun. 30, 2021 | 4,126,387 | |||||
Net income (loss) | (330,959) | (330,959) | ||||
Receipts on receivables from shareholders | 7,500 | 7,500 | ||||
Ending balance, value at Sep. 30, 2021 | $ 412 | 62,778,644 | (62,470,672) | 308,384 | ||
Ending balance, shares at Sep. 30, 2021 | 4,126,387 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 412 | 62,778,644 | (62,264,145) | 514,911 | ||
Beginning balance, shares at Dec. 31, 2021 | 4,126,387 | |||||
Net income (loss) | 102,893 | 102,893 | ||||
Ending balance, value at Mar. 31, 2022 | $ 412 | 62,778,644 | (62,161,252) | 617,804 | ||
Ending balance, shares at Mar. 31, 2022 | 4,126,387 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 412 | 62,778,644 | (62,264,145) | 514,911 | ||
Beginning balance, shares at Dec. 31, 2021 | 4,126,387 | |||||
Net income (loss) | (51,064) | |||||
Ending balance, value at Sep. 30, 2022 | $ 412 | 62,778,644 | (62,315,209) | 463,847 | ||
Ending balance, shares at Sep. 30, 2022 | 4,126,387 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 412 | 62,778,644 | (62,161,252) | 617,804 | ||
Beginning balance, shares at Mar. 31, 2022 | 4,126,387 | |||||
Net income (loss) | (94,555) | (94,555) | ||||
Ending balance, value at Jun. 30, 2022 | $ 412 | 62,778,644 | (62,255,807) | 523,249 | ||
Ending balance, shares at Jun. 30, 2022 | 4,126,387 | |||||
Net income (loss) | (59,402) | (59,402) | ||||
Ending balance, value at Sep. 30, 2022 | $ 412 | $ 62,778,644 | $ (62,315,209) | $ 463,847 | ||
Ending balance, shares at Sep. 30, 2022 | 4,126,387 |
Condensed and Consolidated St_2
Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||||
Net loss | $ (59,402) | $ (330,959) | $ (51,064) | $ (2,263,181) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||
Unrealized loss on investment in precious metals | 62,779 | 48,586 | 113,775 | 75,370 |
Depreciation | 806 | 2,226 | ||
Gain on extinguishment of debt | (30,250) | |||
Loss on settlement of related party debt | 1,775,668 | |||
Changes in operating assets and liabilities | ||||
Accounts receivable | 219 | |||
Inventories – coins | (160,162) | (193,223) | ||
Prepaid expenses | 419 | 8,963 | ||
Accounts payable and accrued expenses | (78,233) | 306,022 | ||
Net cash used in operating activities | (204,709) | (287,936) | ||
INVESTING ACTIVITIES | ||||
Net cash used in investing activities | ||||
FINANCING ACTIVITIES | ||||
Proceeds from PPP loans | 30,250 | |||
Proceeds from loan – related parties | 207,687 | 203,000 | ||
Proceeds from receivable from shareholders | 45,100 | |||
Net cash provided by financing activities | 207,687 | 278,350 | ||
Net change in cash | 2,978 | (9,586) | ||
Cash, beginning of period | 30,168 | 47,055 | ||
Cash, end of period | $ 33,146 | $ 37,469 | 33,146 | 37,469 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES: | ||||
Interest | ||||
Income taxes | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Common stock issued in exchange for related party debt | 2,011,038 | |||
Common stock issued for conversion of preferred stock | $ 200,000 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sandgate Acquisition Corporation to Sunstock, Inc. On July 18, 2013, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company. On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations. BASIS OF PRESENTATION The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed and consolidated balance sheet at December 31, 2021, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 or any future periods. USE OF ESTIMATES The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2022 and December 31, 2021. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. INVENTORIES INVENTORY - COINS The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $ 829,960 669,798 At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. INVENTORY – PRECIOUS METALS Inventories of precious metals and coins held for investment at September 30, 2022 include $ 609,093 722,867 The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized loss in precious metal of $ 62,779 48,586 113,775 75,370 PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 5 LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No REVENUE RECOGNITION The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns. INCOME TAXES The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $ 0 INCOME (LOSS) PER COMMON SHARE Basic income (loss) per share represents income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The Company had no potential common shares as of September 30, 2022. Effective July 21, 2021, the Company effected a 1,000 for 1 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable. At September 30, 2022 and December 31, 2021, the Company’s financial instruments include cash, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. PRINCIPLES OF CONSOLIDATION We consolidate entities that we control due to ownership of a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The Company has not posted annual operating income since inception. It has an accumulated deficit of $ 62,315,209 These unaudited condensed and consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable. The unaudited condensed and consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company intends to initiate discussions with an undetermined third party in regards to raising funds through a private placement of equity which, if it occurs, will provide the Company with funds to expand its operations and likely eliminate the going concern issue. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Furniture and equipment $ 58,460 $ 58,460 Less – accumulated depreciation (57,981 ) (57,175 ) Total $ 479 $ 1,285 Depreciation expense for the three months ended September 30, 2022 and 2021 was $ 211 733 805 2,226 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2022 December 31, 2021 Accrued court decision $ 260,308 $ 260,308 Accrued consultant fees 133,000 135,336 Accrued audit fees 10,580 44,548 Accrued payroll 30,000 52,006 Accrued dividends – preferred stock 36,326 36,326 Expenses owed consultant - 22,669 Accrued interest payable 12,993 8,664 Accrued interest payable related party 13,292 2,071 Other accrued expenses 6,781 19,584 Total $ 503,280 $ 581,512 |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY ACTIVITY | NOTE 5 - RELATED PARTY ACTIVITY During the nine months ended September 30, 2022, the Company was provided loans totaling $ 207,687 6 13,292 As of September 30, 2022, the Company has $ 36,326 19,141 During the nine months ended September 30, 2021, the Company was provided loans totaling $ 203,000 6 During the nine months ended September 30, 2021, $ 230,500 4,870 784,570 2,011,038 1,775,668 During the nine months ended September 30, 2021, the Company issued to the chief executive officer 400,000 400,000 The following table is a summary of the activity for Loans payable- related parties principal for the nine months ended September 30, 2022: SUMMARY OF THE ACTIVITY FOR LOANS PAYABLE- RELATED PARTIES Balance at 12/31/2021 $ 153,100 Loan advances 207,687 Balance at 09/30/22 $ 360,787 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company leases space for the Retail Store. The lease is for five years 1,305.60 3 As of September 30, 2022, the future payments of our operating lease were as follows for the periods ended December 31: SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS Remaining Lease Payments 2022 $ 4,406 2023 13,221 Total remaining lease payments 17,627 Less: imputed interest (2,564 ) Total operating lease liabilities 15,063 Less: current portion (15,063 ) Long term operating lease liabilities $ - Weighted average remaining lease term 12 Weighted average discount rate 12 % LITIGATION On August 21, 2020, Boustead Securities, LLC (“Boustead”) filed suit against Sunstock, Inc. (“Sunstock”) in the County of Orange, California. Boustead is an investment banking firm engaged by Sunstock on September 19, 2019 to raise equity. Boustead maintained that Sunstock owed it 87,179 9,231 260,308 260,308 260,308 In December 2020, a former employee of Sunstock filed a claim with the California Labor Commission regarding claimed back pay owed. A preliminary hearing was held on January 4, 2021 and the Company is currently awaiting the next step. INDEMNITIES AND GUARANTEES The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets. CONTINGENCIES The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition or liquidity for the fiscal year 2022. However, to date there has not been a decrease in sales. The Company believes that in this time of uncertainty, individuals are buying collectible coins as a safe haven. The Company is unable to predict if such buying will continue during this time of uncertainty or if the buying will decrease as events change and evolve. |
SBA LOAN
SBA LOAN | 9 Months Ended |
Sep. 30, 2022 | |
SBA loan [Member] | |
Short-Term Debt [Line Items] | |
SBA LOAN | NOTE 7 – SBA LOAN In June 2020, the Company received a $ 150,000 100 thirty years 3.75 731 SCHEDULE OF FUTURE PAYMENTS OF DEBT Remaining Loan Payments 2022 $ 5,215 2023 8,940 2024 8,940 2025 8,940 2026 8,940 thereafter 209,345 Total remaining loan payments 250,320 Less: imputed interest (100,320 ) Total loan liability 150,000 Less: current portion (3,172 ) Long term loan liability $ 146,828 Weighted average remaining lease term 27.7 |
PPP LOAN
PPP LOAN | 9 Months Ended |
Sep. 30, 2022 | |
Paycheck Protection Program Loan [Member] | |
Short-Term Debt [Line Items] | |
PPP LOAN | NOTE 8 – PPP LOAN In February and May 2021, the Company received a $ 15,125 15,125 five years 1.0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9- STOCKHOLDERS’ EQUITY COMMON STOCK The Company is authorized to issue 5,000,000,000 1,500,000,000 Effective July 21, 2021, the Company effected a 1,000 for 1 During the nine months ended September 30, 2022, the Company issued no During the nine months ended September 30, 2021, the Company issued 784,570 230,500 4,871 PREFERRED STOCK During the nine months ended September 30, 2021, the Company issued 400,000 400,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events The Company has no subsequent events as of the date of this report. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Sunstock, Inc. (“Sunstock” or “the Company”) was incorporated on July 23, 2012, as Sandgate Acquisition Corporation, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sandgate Acquisition Corporation to Sunstock, Inc. On July 18, 2013, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company. On October 22, 2018, Sunstock, Inc. acquired all assets and liabilities of Mom’s Silver Shop, Inc. (the “Retail Store”) located in Sacramento, California. The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it seeks to acquire mining assets as well as rights to purchase mining production and to sell these metals primarily through retail channels including their own branded coins. The Company emphasizes investment in enduring assets that we believe may provide ‘resource to retail’ conversion upside. Our goal is to provide our shareholders with an exceptional opportunity to capture value in the precious metals sector without incurring many of the costs and risks associated with actual mining operations. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed and consolidated financial statements of Sunstock, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed and consolidated balance sheet at December 31, 2021, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed and consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed and consolidated financial statements. The unaudited condensed and consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed and consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 or any future periods. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of the unaudited condensed and consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include realizability and valuation of inventories and value of stock-based transactions. |
CONCENTRATION OF RISK | CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2022 and December 31, 2021. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
INVENTORIES | INVENTORIES |
INVENTORY - COINS | INVENTORY - COINS The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or market or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $ 829,960 669,798 At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. |
INVENTORY – PRECIOUS METALS | INVENTORY – PRECIOUS METALS Inventories of precious metals and coins held for investment at September 30, 2022 include $ 609,093 722,867 The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized loss in precious metal of $ 62,779 48,586 113,775 75,370 |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 5 |
LONG-LIVED ASSETS | LONG-LIVED ASSETS The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s principal activities from which it generates revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when products are sold direct to consumers. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for the Company is transfer of a product to customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of product and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. We do not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company or when a point of sale transaction is completed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales. The Company does not accept returns. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $ 0 |
INCOME (LOSS) PER COMMON SHARE | INCOME (LOSS) PER COMMON SHARE Basic income (loss) per share represents income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The Company had no potential common shares as of September 30, 2022. Effective July 21, 2021, the Company effected a 1,000 for 1 |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, such as derivative liabilities in relation to the conversion feature of notes payable. At September 30, 2022 and December 31, 2021, the Company’s financial instruments include cash, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses. The carrying amount of cash, precious metals inventory, coins inventory, PPP loan, SBA loan, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION We consolidate entities that we control due to ownership of a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Furniture and equipment $ 58,460 $ 58,460 Less – accumulated depreciation (57,981 ) (57,175 ) Total $ 479 $ 1,285 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2022 December 31, 2021 Accrued court decision $ 260,308 $ 260,308 Accrued consultant fees 133,000 135,336 Accrued audit fees 10,580 44,548 Accrued payroll 30,000 52,006 Accrued dividends – preferred stock 36,326 36,326 Expenses owed consultant - 22,669 Accrued interest payable 12,993 8,664 Accrued interest payable related party 13,292 2,071 Other accrued expenses 6,781 19,584 Total $ 503,280 $ 581,512 |
RELATED PARTY ACTIVITY (Tables)
RELATED PARTY ACTIVITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
SUMMARY OF THE ACTIVITY FOR LOANS PAYABLE- RELATED PARTIES | The following table is a summary of the activity for Loans payable- related parties principal for the nine months ended September 30, 2022: SUMMARY OF THE ACTIVITY FOR LOANS PAYABLE- RELATED PARTIES Balance at 12/31/2021 $ 153,100 Loan advances 207,687 Balance at 09/30/22 $ 360,787 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS | As of September 30, 2022, the future payments of our operating lease were as follows for the periods ended December 31: SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS Remaining Lease Payments 2022 $ 4,406 2023 13,221 Total remaining lease payments 17,627 Less: imputed interest (2,564 ) Total operating lease liabilities 15,063 Less: current portion (15,063 ) Long term operating lease liabilities $ - Weighted average remaining lease term 12 Weighted average discount rate 12 % |
SBA LOAN (Tables)
SBA LOAN (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FUTURE PAYMENTS OF DEBT | SCHEDULE OF FUTURE PAYMENTS OF DEBT Remaining Loan Payments 2022 $ 5,215 2023 8,940 2024 8,940 2025 8,940 2026 8,940 thereafter 209,345 Total remaining loan payments 250,320 Less: imputed interest (100,320 ) Total loan liability 150,000 Less: current portion (3,172 ) Long term loan liability $ 146,828 Weighted average remaining lease term 27.7 |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 21, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Inventory [Line Items] | ||||||
Unrealized loss | $ 62,779 | $ 48,586 | $ 113,775 | $ 75,370 | ||
Impairment charges | $ 0 | 0 | ||||
Accrued interest penalties | $ 0 | $ 0 | $ 0 | |||
Reverse stock split ratio | 1,000 for 1 | |||||
Minimum [Member] | ||||||
Inventory [Line Items] | ||||||
Property plant and equipment useful life | 3 years | |||||
Maximum [Member] | ||||||
Inventory [Line Items] | ||||||
Property plant and equipment useful life | 5 years | |||||
Coins [Member] | ||||||
Inventory [Line Items] | ||||||
Inventory | 829,960 | $ 829,960 | 669,798 | |||
Precious Metals and Coins [Member] | ||||||
Inventory [Line Items] | ||||||
Inventory | $ 609,093 | $ 609,093 | $ 722,867 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 62,315,209 | $ 62,264,145 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 58,460 | $ 58,460 |
Less – accumulated depreciation | (57,981) | (57,175) |
Total | $ 479 | $ 1,285 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 211 | $ 733 | $ 805 | $ 2,226 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued court decision | $ 260,308 | $ 260,308 |
Accrued consultant fees | 133,000 | 135,336 |
Accrued audit fees | 10,580 | 44,548 |
Accrued payroll | 30,000 | 52,006 |
Accrued dividends – preferred stock | 36,326 | 36,326 |
Expenses owed consultant | 22,669 | |
Accrued interest payable | 12,993 | 8,664 |
Accrued interest payable related party | 13,292 | 2,071 |
Other accrued expenses | 6,781 | 19,584 |
Total | $ 503,280 | $ 581,512 |
SUMMARY OF THE ACTIVITY FOR LOA
SUMMARY OF THE ACTIVITY FOR LOANS PAYABLE- RELATED PARTIES (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Beginning balance | $ 153,100 |
Loan advances | 207,687 |
Ending balance | $ 360,787 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loan amount | $ 207,687 | $ 203,000 | |||
Interest payable | $ 12,993 | 12,993 | $ 8,664 | ||
Accrued dividends | 36,326 | 36,326 | $ 36,326 | ||
Loss on settlement of related party debt | (30,250) | ||||
Chief Executive Officer [Member] | |||||
Loan amount | $ 207,687 | $ 203,000 | |||
Interest rate | 6% | 6% | 6% | 6% | |
Interest payable | $ 13,292 | $ 13,292 | |||
Accrued dividends | $ 19,141 | $ 19,141 | |||
Notes payable | $ 230,500 | $ 230,500 | |||
Accrued interest | 4,871 | $ 4,871 | |||
Shares converted | 784,570 | ||||
Shares converted, value | $ 2,011,038 | ||||
Loss on settlement of related party debt | $ 1,775,668 | ||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||
Number of shares converted | 400,000 | ||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||
Accrued interest | $ 4,870 | $ 4,870 | |||
Number of shares issued on conversion | 400,000 |
SCHEDULE OF FUTURE PAYMENTS OF
SCHEDULE OF FUTURE PAYMENTS OF OPERATING LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 4,406 | |
2023 | 13,221 | |
Total remaining lease payments | 17,627 | |
Less: imputed interest | (2,564) | |
Total operating lease liabilities | 15,063 | |
Less: current portion | (15,063) | $ (14,748) |
Long term operating lease liabilities | $ 11,114 | |
Weighted average remaining lease term | 12 months | |
Weighted average discount rate | 12% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Nov. 02, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 21, 2020 | |
Product Liability Contingency [Line Items] | ||||||
Operating expenses | $ 20,954 | $ 346,802 | $ 125,863 | $ 541,093 | ||
Boustead Securities, LLC [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Cash | $ 260,308 | |||||
Preferred Stock Warrants [Member] | Boustead Securities, LLC [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Warrant owed | 87,179 | |||||
Common Stock Warrants [Member] | Boustead Securities, LLC [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Warrant owed | 9,231 | |||||
Fair value adjustment of warrants | $ 260,308 | |||||
Operating expenses | $ 260,308 | |||||
Retail Store [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, description | The lease is for five years and runs through September 2023. The lease calls for payments of $1,305.60 per month for the first year, with a | |||||
Lessee, operating lease, term of contract | 5 years | 5 years | ||||
Operating lease, payments | $ 1,305.60 | |||||
Percentage of lease | 3% | 3% |
SCHEDULE OF FUTURE PAYMENTS O_2
SCHEDULE OF FUTURE PAYMENTS OF DEBT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Less: current portion | $ (360,787) | $ (153,100) |
Long term loan liability | $ 146,828 | $ 148,155 |
Weighted average remaining note term | 12 months | |
SBA loan [Member] | ||
Short-Term Debt [Line Items] | ||
2022 | $ 5,215 | |
2023 | 8,940 | |
2024 | 8,940 | |
2025 | 8,940 | |
2026 | 8,940 | |
thereafter | 209,345 | |
Total remaining loan payments | 250,320 | |
Less: imputed interest | (100,320) | |
Total loan liability | 150,000 | |
Less: current portion | (3,172) | |
Long term loan liability | $ 146,828 | |
Weighted average remaining note term | 27 years 8 months 12 days |
SBA LOAN (Details Narrative)
SBA LOAN (Details Narrative) - SBA loan [Member] | 1 Months Ended |
Jun. 30, 2020 USD ($) | |
Short-Term Debt [Line Items] | |
Proceeds from loans | $ 150,000 |
Loan expense | $ 100 |
Loan term | 30 years |
Interest rate | 3.75% |
Loan monthly payment | $ 731 |
PPP LOAN (Details Narrative)
PPP LOAN (Details Narrative) - Paycheck Protection Program Loan [Member] - USD ($) | 1 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Short-Term Debt [Line Items] | ||
Proceeds from loans | $ 15,125 | $ 15,125 |
Loan term | 5 years | |
Interest rate | 1% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |||
Jul. 21, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock shares authorized | 5,000,000,000 | 5,000,000,000 | ||
Preferred stock shares authorized | 1,500,000,000 | |||
Reverse stock split ratio | 1,000 for 1 | |||
Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued in conversion | 400,000 | |||
Debt converted into number of common shares | 784,570 | |||
Related party notes payable | $ 230,500 | |||
Accrued interest | $ 4,871 | |||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares converted | 400,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued in conversion | 0 | |||
Common Stock [Member] | Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accrued interest | $ 4,870 |