SSOK Sunstock Inc (QB)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. On July 18, 2013, the Company changed its’ name from Sandgate Acquisition Corporation to Sunstock, Inc. On the same date, Jason Chang and Dr. Ramnik S Clair were named as directors of the Company.

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

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

The Company’s business plan includes the buying, selling and distribution of precious metals, primarily gold. The Company pursues a “ground to coin” strategy, whereby it intends to acquires mining assets as well as rights to purchase mining production and sells 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 summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements (“financial statements”). Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2020 and 2019.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

INVENTORY - COINS

The Company acquired the Retail Store in October 2018 to enter the market for collectible coins. The Company acquires collectible coins from both companies and individuals and then marks them up for resale. The inventory is recorded at lower of cost or net realizable value. Inventory can fluctuate in relation to when it is purchased and when it is sold. Collectible coins inventory was $333,088 at December 31, 2020 compared to $134,995 at December 31, 2019.

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

INVENTORY - PRECIOUS METALS

Inventories of precious metals and coins held for investment at December 31, 2020 also include $682,511 of gold and silver bullion and bullion coins and $397,873 at December 31, 2019 and are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: 1) published market values attributable to the costs of the raw precious metal, and 2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources such as Kitco.com and Apmex. The Company’s inventory is subsequently recorded at fair market values on a quarterly basis. The fair value of the inventory is determined using pricing and data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventories are classified in Level 1 of the valuation hierarchy as defined later in this section. The Company has continuously experienced a shortage of cash and has had significantly past due obligations. While the Company’s preference is to hold the silver and gold bullion to achieve long-term gains, the bullion is available to pay current obligations should the Company not be able to raise cash through issuance of stock or notes payable. Thus, the Company believes that including the silver bullion in current assets under inventory is appropriate.

The change in fair value of the precious metals was included in the financial statements herein as recorded on the Company’s Statements of Operations as an unrealized gain in precious metals of $127,422 for the year ended December 31, 2020 and an unrealized gain of $46,514 for the year ended December 31, 2019.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are amortized at the lesser of the useful life of the asset or the lease term.

LONG-LIVED ASSETS

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the years ended December 31, 2020 and 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

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.

REVENUE RECOGNITION (CONTINUED)

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 accrued for interest and penalties on each of the Company’s balance sheets at December 31, 2020 and 2019.

INCOME (LOSS) PER COMMON SHARE

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

For the year ended December 31, 2020 there were 851,434,426 potentially dilutive shares, such as convertible preferred shares, preferred share warrants and common share warrants, that were included in the diluted income (loss) per share. For the year ended December 31, 2019, the potential common shares that may be issued by the Company relate to outstanding stock warrants and convertible preferred shares and have been excluded from the computation of diluted loss per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

At December 31, 2020 and 2019, the Company’s financial instruments include cash, accounts receivable, inventory – coins, inventory – precious metals, and accounts payable. The carrying amount of cash, accounts receivable, inventory – coins, inventory – precious metals, and accounts payable approximates fair value due to the short-term maturities of these instruments.

RECLASSIFICATIONS

The Company recorded restricted cash of $150,000 as part of cash in the audited consolidated financial statements included in the December 31, 2019 10-K. The restricted cash has been listed as a separate line for December 31, 2019 in the attached balance sheet. All of the restricted cash was disbursed in the three months ended March 31, 2020. The reclassification did not affect current assets, total assets, or net loss for the year ended December 31, 2019.

NOTE 2 - GOING CONCERN

The Company has not posted operating income and has not generated cash from operations since inception. It has an accumulated deficit of $60,207,491 as of December 31, 2020. The Company did not generate cash flow from operations for the years ended December 31, 2020 and December 31, 2019. Therefore, there is 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 consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and 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 consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in the update simplify the accounting for income taxes by removing the following exceptions:

The amendments in the update also simplify the accounting for income taxes by doing the following:

The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company adopted the amendment as of January 1, 2019.

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

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

Depreciation expense for the years ended December 31, 2020 and 2019 was $5,750 and $6,296, respectively.

NOTE 6 – SERIES A CONVERTIBLE PREFERRED STOCK

During December 2019, a third party deposited $150,000 in an escrow account in exchange for 200,000,000 shares of Series A Preferred Stock and 100,000,000 common stock warrants. The funds were used as part of the payments of convertible notes payable in January 2020. 150,000,000 shares of Series A Preferred Stock were converted into 150,000,000 shares of common stock in the third quarter of 2020 and 50,000,000 shares of Series A Preferred Stock were converted into 50,000,000 shares of common stock in the fourth quarter of 2020.

In January and February 2020, a related party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock. The funds were used as part of the payments of convertible notes payable in January 2020. All preferred stock was issued and outstanding as of December 31, 2020.

In January 2020, a third party deposited $200,000 in an escrow account in exchange for 400,000,000 shares of Series A Preferred Stock. The funds were used as part of the payments of convertible notes payable in January 2020. 245,000,000 shares of Series A Preferred Stock were converted into 245,000,000 shares of common stock in the third quarter of 2020 and 155,000,000 shares of Series A Preferred Stock were converted into 155,000,000 shares of common stock in the fourth quarter of 2020.

The following table is a summary of the activity for Stock payable – Series A convertible Preferred Shares parties for the year ended December 31, 2020:

The Series A Preferred Stock have a dividend rate of 8% of the purchase price, which increases to 15% after two years and are cumulative. Upon a liquidation, the shareholders shall receive $0.013 per share before any distribution is made to any junior shares. Preferred shareholders shall have the right to convert any number of their shares into common shares at any time. The shares upon conversion shall be equal to the greater of 1) one share of common stock if the market value of the common stock is at or above $0.001 per share, or 2) if the market value of the common stock is below $0.001 per share, then the conversion shall be the number of shares to be converted times the conversion rate of $0.001 divided by the market value. The Company, at the option of its directors, may at any time or from time to time, after the expiration of two years from the date of the issuance of any shares of the Series A Preferred Stock to a Holder, redeem the whole or any part of the outstanding Series A Preferred Stock of such Holder. Any such redemption shall be pro rata with respect to all of the Holders of the Series A Preferred Stock. There is no contractual cap on the number of common shares that the Company could be required to deliver on preferred shareholders’ conversion to common stock. Accordingly, Series A Preferred Stock has been classified as temporary equity (See Note 13).

NOTE 7 - RELATED PARTY ACTIVITY

During the year ended December 31, 2020, the Company’s chief executive officer purchased 400,000,000 shares of Series A convertible Preferred Stock for $200,000 (see Note 6). The funds were used as part of the payments of convertible notes payable in January 2020.

During the year ended December 31, 2020, the Company’s chief executive officer was granted 80,000,000 shares of the Company’s common stock for services for the period January 1, 2020 through June 30, 2020. The shares were valued at $208,000 based on the closing price on the grant date

During the year ended December 31, 2020, the Company was provided loans totaling $359,838 by the Company’s chief executive officer. $110,000 in loans were repaid. The loans bear interest at 6% per annum. During the six months ended June 30, 2020, $212,080 in notes payable and $20,126 in accrued interest to the Company’s chief executive officer were converted to 229,737,650 shares of the Company’s common stock valued at $414,238 based on the closing price on the grant dates. This includes 24,737,650 shares issued for payment on settlement of convertible debt with Power Up. $182,032 was recorded as loss on settlement of related party debt in the accompanying statement of operations.

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

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

During the year ended December 31, 2019, the parents of Jason C. Chang, the Company’s Chief Executive Officer and a director, purchased a combined total of 90,000,000 shares of the Company’s common stock for $25,000 cash.

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

In connection with the acquisition of the Retail Store, the Company incurred a $33,000 note payable to the former owner of the Retail Store. During the year ended December 31, 2019, the $33,000 was paid.

The following table is a summary of the activity for Loan payable- related parties for the year ended December 31, 2020:

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company leases space for Mom’s Silver Shop. The lease is for five years and began in October 2018 and runs through September 2023. The lease calls for payments of $1,305.60 per month for the first year, with a 3% increase per year for years two through five.

As of December 31, 2020, the maturities of our operating lease were as follows for the periods ended December 31:

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 maintains that Sunstock owes it 87,179,487 shares of Preferred Stock Warrants and 9,230,769 shares of Common Stock Warrants. Boustead is also seeking general damages, interest, and costs of the suit. Sunstock believes that Boustead has not fulfilled its obligations in raising equity and plans to vigorously contest the suit. Sunstock has hired an arbitrator and is currently in negotiations with Boustead.

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.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On May 24, 2017, the Company entered a Convertible Promissory Note with Auctus Fund, LLC., (“Auctus”) in the principal amount of $112,250 (the “Auctus Note”) The Auctus Note beared interest at the rate of 12% per annum (24% upon an event of default) and was due and payable on February 24, 2018. The note was in default. The principal amount of the Auctus Note and all accrued interest was convertible at the option of the holder at the lower of (a) 55% multiplied by the average of the two lowest trading prices during the 25 trading days prior to the date of the note and (b) 55%, (a 45% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date). The variable conversion term was a derivative liability and the Company recorded approximately $100,000 of debt discount upon issuance. The prepayment amount ranged from 135% to 140% of the outstanding principal plus accrued interest of the note, depending on when such prepayment was made. In addition, the Company recognized issuance costs of $12,750 on the funding date and amortized such costs as interest expense over the term of the note. The Company recorded approximately $159,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On June 5, 2017, the Company entered a Convertible Promissory Note with EMA Financial, LLC., (“EMA”) in the principal amount of $115,000 (the “EMA Note”). The EMA Note beared interest at the rate of 10% per annum (24% upon an event of default) and was due and payable on June 5, 2018. The principal amount of the EMA Note and all accrued interest was convertible at the option of the holder at the lower of (a) the closing sales price 50% and (b) (a 50% discount) multiplied by the average market price (the trading period preceding 25 days of the conversion date) or the closing bid price. The variable conversion term was a derivative liability, see Note 7, and the Company recorded approximately $115,000 of debt discount upon issuance and amortized such costs to interest expense over the term of the note. The prepayment amount ranged from 135% to 150% of the outstanding principal plus accrued interest of the note, depending on when such prepayment was made. In addition, the Company recognized issuance costs of $6,900 on the funding date and amortized such costs as interest expense over the term of the note. The Company recorded approximately $109,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA AUC”) with Auctus Fund, LLC, upon the terms and subject to the conditions of SPA3, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note”) to Auctus. The Company received proceeds of $77,000.00 in cash from Auctus. Interest accrued on the outstanding principal amount of the Note at the rate of subject 12% per annum (24% upon an event of default). The Note was due and payable on July 11, 2018. The Note was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the two (2) lowest trading days during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The variable conversion term was a derivative liability and the Company recorded approximately $74,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note Regarding the Note, the Company paid Auctus $10,750 for its expenses and legal fees. The Company recorded approximately $127,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On October 11, 2017, the Company entered into a securities purchase agreement (“SPA4”) with EMA Financial, LLC (“EMA2”), upon the terms and subject to the conditions of SPA4, we issued a convertible promissory note in the principal amount of $85,000.00 (the “Note4”) to EMA. The Company received proceeds of $79,395.00 in cash from EMA2. Interest accrued on the outstanding principal amount of the Note4 at the rate of 10% per annum (24% upon an event of default). The Note4 was due and payable on October 11, 2018. The Note4 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. The variable conversion term was a derivative liability and the Company recorded approximately $85,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note. If the closing sale price at any time fell below $0.17 or less. (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 50% figure mentioned above would be reduced to 35%. In connection with the EMA Note, the Company paid EMA2 $5,100 for its expenses and legal fees. The Company recorded approximately $81,000 in default penalty that was added to the note as of December 31, 2018. On January 15, 2020, the Company reached a settlement agreement and general release with Auctus and EMA. The agreement called for the payment of $425,000 by January 31, 2020, which was made, upon which Auctus and EMA would release the Company of all claims.

On December 8, 2017, the Company entered into a securities purchase agreement (“SPA3”) with Crown Bridge Partners, LLC (“CROWN”), upon the terms and subject to the conditions of SPA6, we issued a convertible promissory note in the principal amount of $65,000.00 (the “Note6”) to CROWN. The Company received proceeds of $56,000 in cash from CROWN. Interest accrued on the outstanding principal amount of the Note6 at the rate of 8% per annum (15% upon an event of default). The Note6 was due and payable on December 8, 2018. The Note6 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 55% of the lowest sale price for the common stock during the twenty (25) consecutive trading days immediately preceding the conversion date. If the closing sale price at any time fell below $0.10 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 55% figure mentioned above would be reduced to 45%. The variable conversion term was a derivative liability and the Company recorded approximately $65,000 of debt discount upon issuance, which was amortized to interest expense over the life of the note. In connection with the Note6, the Company paid CROWN $2,500 for its expenses and legal fees. The Company recorded approximately $32,000 in default penalty that was added to the note as of December 31, 2018. On January 28, 2020, the Company reached a settlement agreement and general release with Crown Bridge. The agreement called for the payment of $90,000 by January 31, 2020, which was made, upon which Crown Bridge would release the Company of all claims.

On April 16, 2018, the Company entered into a securities purchase agreement (“SPA8”) with Powerup Lending Group, LTD (“POWER3”), upon the terms and subject to the conditions of SPA8 we issued a convertible promissory note in the principal amount of $53,000.00 (the “Note8”) to POWER3. The Company received proceeds of $50,000 in cash from POWER3. Interest accrued on the outstanding principal amount of the Note8 at the rate of 12% per annum (22% upon an event of default. The Note8 was due and payable on January 30, 2019. The Note8 was convertible into common stock, subject to Rule 144, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the on the trading day immediately preceding the closing date, and (ii) 61% of the lowest sale price for the common stock during the fifteen (15) consecutive trading days immediately preceding the conversion date. In connection with the Note8, the Company paid POWER3 $3,000 for its expenses and legal fees. The Company recorded approximately $26,000 in default penalty that was added to the note as of December 31, 2018. On January 9, 2020, $15,000 in accrued interest and default penalty were converted to 24,590,164 shares of common stock. The remaining balance of $24,737.65 was paid by the Company’s CEO, Jason Chang, on January 9, 2020.

On December 30, 2019, the Company received $150,000 cash from Innovative Digital Investors Emerging Technology, LP, Inc. (“Innovative”) in exchange for a subscription agreement for 200,000,000 Series A preferred shares and 100,000,000 common stock warrants that was authorized December 30, 2019. The funds were used as part of the settlement agreements with Auctus Fund, EMA, and Crown Bridge that were paid on January 31, 2020. On February 3, 2020, the Company issued 98,214,286 shares of common stock to Innovative upon the cashless exercise of the common stock warrants.

On January 9, 2020, Power Up converted $15,000 in accrued interest and default penalty of its April 16, 2018 note into 24,590,164 shares of common stock. The remaining balance of $24,738 was paid by the Company’s CEO, Jason Chang, on January 9, 2020. On January 9, 2020, the Company issued Jason Chang 24,737,650 shares of common stock in settlement of his payment to Power Up. A Stipulation of Discontinuance was filed with the Supreme Court of the State of New York County of Nassau.

On January 15, 2020, the Company received $150,000 cash from Jason Chang, the Company’s CEO. On January 30, 2020, the Company received $20,000 cash from Jason Chang. On February 3, 2020, the Company received $30,000 cash from Jason Chang. The total of $200,000 cash was in exchange for a subscription agreement for 400,000,000 Series A preferred shares that was authorized on December 30, 2019. The funds were used as part of the settlement agreements with Auctus, EMA, and Crown Bridge that were paid on January 31, 2020.

On January 15, 2020, the Company reached a settlement agreement and mutual general release (the “Agreement”) with two note holders, Auctus and EMA. The Company owed Auctus $165,569 in note principal and $233,086 in accrued interest as of January 15, 2020. The Company owed EMA $141,970 in note principal and $122,140 in accrued interest as of January 15, 2020. The Agreement called for the payment of $425,000 by January 31, 2020 by the Company jointly to Auctus and EMA (through Giordano and Company) and, upon such payment, that Auctus and EMA would release the Company of all claims and that the Company would release Auctus and EMA of all claims. A Stipulation of Dismissal with Prejudice was filed with the United States District Court for the District of Massachusetts.

On January 28, 2020, the Company reached a settlement and release agreement (the “Agreement”) with a note holder, Crown Bridge. The Company owed Crown Bridge $65,000 in note principal and $17,636 in accrued interest as of January 28, 2020. The Agreement called for the payment of $90,000 by January 31, 2020 by the Company to Crown Bridge and, upon such payment, that Crown Bridge would release the Company of all claims and that the Company would release Crown Bridge of all claims.

On January 29, 2020, the Company received $200,000 cash from BFAM Partners, LLC in exchange for a subscription agreement for 400,000,000 Series A preferred shares that was authorized on December 30, 2019. The funds were used as part of the settlement agreements with Auctus Fund, EMA, and Crown Bridge that were paid on January 31, 2020.

There were no convertible notes payable as of December 31, 2020.

On February 26, 2020, the Company entered into a Convertible Promissory Note with Innovative Digital Technology in the principal amount of $25,000. The note bears interest at 4% per annum and was due and payable on April 2, 2020. If the note is not paid prior to maturity date, then the note holder has the right to convert the note into shares of the Company’s common stock. The right to conversion was changed to June 30, 2020 with the extension of note maturity to June 30, 2020. The principal and accrued interest of $342 were fully paid on June 30, 2020.

All convertible notes outstanding as of December 31, 2019 were either converted to stock or paid during the year ended December 31, 2020.

NOTE 10 – DERIVATIVE LIABILITIES

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

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

From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, the Company has classified all conversion features as derivative liabilities. All convertible notes with derivative liabilities were either converted to common stock or were settled by payment as of December 31, 2020.

The following table presents the changes in fair value of our embedded conversion features measured at fair value on a recurring basis for the year ended December 31, 2020:

NOTE 11 – SBA LOAN

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

NOTE 12 – STOCKHOLDER’S EQUITY (DEFICIT)

The Company is authorized to issue 5,000,000,000 shares of common stock and 1,500,000,000 of preferred stock which includes 1,100,000,000 of Series A convertible preferred stock.

During the year ended December 31, 2020, the Company issued 600,000,000 shares of its common stock for the conversion of 600,000,000 shares of Series A convertible preferred stock.

During the year ended December 31, 2020, the Company recorded shareholders receivable in the aggregate of $25,100 from the issuance of 203,500,000 shares of its common stock. $20,350 was recorded to common stock and $4,750 to additional paid-in capital. $5,100 of the stock receivable was received during the three months ended September 30, 2020.

During the year ended December 31, 2020, the Company issued 2,500,000 shares of its common stock for $15,000 in cash at a price of $0.006 per share.

During the year ended December 31, 2020, the Company issued 75,000,000 shares of its common stock for $7,500 in cash at a price of $0.0001 per share.

During the year ended December 31, 2020, the Company issued 20,000,000 shares of its common stock for $20,000 in cash at a price of $0.001 per share.

During the year ended December 31, 2020, the Company issued 314,000,000 shares of its common stock for services with a fair market value of $345,400 that was recorded to Professional fees in the accompanying consolidated statement of operations.

During the year ended December 31, 2020, the Company issued 80,000,000 shares of its common stock to its chief executive officer for services with a fair market value of $208,000.

During the year ended December 31, 2020, the Company issued 24,590,164 shares of its common stock for the conversion of $15,000 of convertible note payable.

During the year ended December 31, 2020, the Company issued 229,737,650 shares of its common stock valued at $414,238 for the conversion of $212,080 of related party notes payable and $20,126 accrued interest payable. This includes 24,737,650 shares issued for payment on settlement of convertible debt with Power Up (see Note 7). $182,032 was recorded as loss on settlement of related party debt in the accompanying statement of operations.

During the year ended December 31, 2020, the Company issued 98,214,286 shares of its common stock for the cashless conversion of warrants exercised.

During the year ended December 31, 2020, the Company recorded $25,000 in beneficial conversion feature for a convertible note issued in February 2020. $25,000 was expensed to interest expense (see Note 9).

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

NOTE 12 – STOCKHOLDER’S EQUITY (DEFICIT) (CONTINUED)

During the year ended December 31, 2019, the Company converted $186,908 of note payable to an officer into 186,908,000 shares of its common stock, which resulted in a loss from settlement of debt from related party of $346,073. $18,691 was recorded to common stock and $514,290 to additional paid-in capital.

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

During the year ended December 31, 2019, the Company issued 206,200,000 shares of its common stock for services with a fair market value of $2,062,000.

WARRANTS

On December 30, 2019, the Company issued to Boustead Securities (“Boustead”) a preferred stock purchase warrant for 100,000,000 shares. Boustead may exercise the warrant at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0005 per share, although Boustead may not own more than 9.99% of total outstanding preferred shares after any conversion. Boustead may exercise the warrant in a cashless exercise. Boustead may also, at its sole discretion, convert preferred shares to common shares based on a conversion rate in the Certificate of Designation for the Series A Preferred Stock. The Company also issued to Boustead a common stock purchase warrant for 10,000,000 shares. Boustead may exercise the warrant at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0003 per share, although Boustead may not own more than 9.99% of total outstanding common shares after any exercise. Boustead may exercise the warrants in a cashless exercise.