false FY 0001559157

 2023-06-30

 2024-04-02

 SSOK:CoinsMember

 SSOK:CoinsMember

 SSOK:PreciousMetalsandCoinsMember

 SSOK:PreciousMetalsandCoinsMember

 srt: MinimumMember

 srt: MaximumMember

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 srt: ChiefExecutiveOfficerMember

 srt: ChiefExecutiveOfficerMember

 srt: ChiefExecutiveOfficerMember

 srt: ChiefExecutiveOfficerMember

 SSOK:RetailStoreMember

 SSOK:RetailStoreMember

 SSOK:NovemberTwoThousandTwentyThreeThroughJanuaryTwoThousandTwentyFourMember
 us-gaap: SubsequentEventMember

 SSOK:MarchTwoThousandTwentyThreeThroughJanuaryTwoThousandTwentySixMember
 us-gaap: SubsequentEventMember

 SSOK:MarchTwoThousandTwentyFourThroughJanuaryTwoThousandTwentyFiveMember
 us-gaap: SubsequentEventMember

 SSOK:FebruaryTwoThousandTwentyFiveThroughJanuaryTwoThousandTwentySixMember
 us-gaap: SubsequentEventMember

 SSOK:PreferredStockWarrantsMember

 2020-08-21

 SSOK:CommonStockWarrantsMember

 2020-08-21

 SSOK:CommonStockWarrantsMember

 2021-11-01
 2021-11-02

 us-gaap: AccountsPayableAndAccruedLiabilitiesMember

 2021-11-02

 us-gaap: CashMember

 2021-11-02

 2023-08-17
 2023-08-17

 2023-08-17

 us-gaap: OperatingExpenseMember

 us-gaap: AccountsPayableAndAccruedLiabilitiesMember

 SSOK:SBALoanMember

 2020-06-01
 2020-06-30

 SSOK:SBALoanMember

 2020-06-30

 SSOK:PaycheckProtectionProgramLoanMember

 2021-02-01
 2021-02-28

 SSOK:PaycheckProtectionProgramLoanMember

 2021-05-01
 2021-05-31

 SSOK:PaycheckProtectionProgramLoanMember

 2021-02-28

 SSOK:PaycheckProtectionProgramLoanMember

 2021-05-31

 SSOK:DeferredTaxAssetsMember

 SSOK:FederalIncomeTaxMember

 SSOK:FederalIncomeTaxMember

 SSOK:StateIncomeTaxMember

 SSOK:StateIncomeTaxMember

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to _______________ to ____________

 Commission
file number 000-54830

INC.

 (Exact
name of registrant as specified in its charter)

 Delaware
 (State or other jurisdiction of

 incorporation or organization)

 46-1856372
 (I.R.S. Employer

 Identification No.)

Vista Creek Circle

 Sacramento,
 California 95835

 (Address
of principal executive offices) (zip code)

 Registrant's
telephone number, including area code: 916 - 860-9622

 Securities
registered pursuant to Section 12(b) of the Act: None

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 None

 None

 Securities
registered pursuant to Section 12(g) of the Exchange Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock.

 SSOK.

 None

 Common
Stock, $0.0001 par value per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No.

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ 1,346,340 as of June 30, 2023. Shares of the registrant's common stock held by
each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant's outstanding
common stock have been excluded in that such persons may be deemed to be "affiliates" of the registrant for purposes of the
above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

 Class

 Outstanding at April 2, 2024

 Common Stock, par value $0.0001

 5,021,857

 Documents
incorporated by reference: None

 Table
of Contents

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 PART
I

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K, including the section entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contains statements relating to our future plans and developments, financial goals and operating performance
that are based on our current beliefs and assumptions. These statements constitute "forward-looking statements" within the
meaning of federal securities laws. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "could," "may," "should," and
similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent
an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future
matters are forward-looking statements.

 Although
forward-looking statements in this report reflect the good faith judgment of our management, such statements are only based on facts
and factors known by us as of the date of this report. Consequently, forward-looking statements are inherently subject to risks and uncertainties
and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking
statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically
addressed under the section below entitled "Risk Factors," as well as those discussed elsewhere in this report and in our
other filings with the Securities and Exchange Commission ("SEC"). Readers are urged not to place undue reliance on these
forward-looking statements.

 We
undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this report, whether as a result of new information, future events or otherwise, except as required by law. Readers
are urged to carefully review and consider the various disclosures made throughout the entirety of this report, as well as our other
SEC filings, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results
of operations, and prospects.

 Item
1. Business

 Summary

 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 emphasizes
investment in enduring assets that we believe may provide 'resource to retail' conversion upside. Our current 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. The Company's long-term goal is to grow to meet the requirements to become
an Authorized Purchaser of bullion coins from the United States Mint. Such would allow the Company to purchase bullion coins at a discount
to what it is currently paying to individuals and other coin shops selling bullion coins. The Company is currently unable to estimate
when it might meet the requirements.

 The
Business: Precious Metals and Coins - Sunstock

 Silver
and other precious metals, may be used as an investment. A traditional way of investing in silver is by buying actual bullion bars. In
some countries, like Switzerland and Liechtenstein, bullion bars can be bought or sold over the counter at major banks. Another means
of buying and trading silver is through silver coins. Silver coins include the one ounce 99.99% pure Canadian Silver Maple Leaf and the
one ounce 99.93% pure American Silver Eagle. Likewise, an increasing popular method of trading in silver and precious metals is through
exchange-traded products, such as exchange-traded funds, exchange-traded notes and closed-end funds that aim to track the price of silver.
Silver exchange-traded products are traded on the major stock exchanges including the London and New York Stock Exchanges.

 Investors
typically look to precious metals as a safe and reliable store of value and as a way to protect their assets from the influence of inflation,
devaluation, and potential bond and equity market crashes. They act as safe haven investments, particularly in times of elevated political
and economic uncertainty. The flow of investment capital into commodity-related sectors has increased more than tenfold over the past
decade. Stable precious metal prices compared to increasing stock market volatility have elevated investments in precious metals to a
standalone asset class, forming part of almost all diversified asset portfolios.

 At
the present time, the Company does not anticipate or foresee a material effect on this line of its business from existing or probable
governmental regulations except as follows. The recent COVID-19 pandemic has resulted in many governments around the world enacting various
social distancing orders and directives, which have resulted in decreased foot traffic to many businesses, as well as accommodative fiscal
and monetary measures that have been viewed as inflationary by some markets, which has resulted in increased demand for physical precious
metals bullion and coins. This recent increased demand has occurred at the same time in supply constraints from mints and refiners as
a result of the COVID-19 pandemic. As a result, premiums on precious metal bullion and coins available for immediate delivery have recently
increased, affecting both our revenues and our ability to resupply our inventories of our precious metals. We expect price, demand and
supply volatility to continue as a result of the COVID-19 pandemic and the actions governments are taking to address it.

 Services
and Products

 The
Company's primary services and products are the buying and selling of gold and silver coins. The Company held $1,272,999 in
gold and silver coins at December 31, 2023. The Company has also established positions in precious metals. As of December 31, 2023,
the Company held 27,317 ounces of silver and 80 ounces of gold valued at $814,574.

 Competition

 The
Company's Retail Store has a number of small coin shop competitors in the Sacramento, California area, as well as online precious
metals dealer competitors such as monex.com and apmex.com.

 Sales
and Marketing Strategy

 The
Company's long-term goal is to grow to meet the requirements to become an Authorized Purchaser of bullion coins from the United
States Mint. Such would allow the Company to purchase bullion coins at a discount to what it is currently paying to individuals and other
coin shops selling bullion coins. The Company is currently unable to estimate when it might meet the requirements.

 THE
COMPANY

 Employees

 Currently,
the Company has three employees and two consultants. The employees are at the Retail Store. Our employees are not represented by a labor
union or by a collective bargaining agreement.

 Item
1A. Risk Factors

 Not
Applicable.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 The
Company believes that its cybersecurity risk is minimal. Its daily sales are recorded through a third-party point-of-sales system which
is backed up daily. The Company also prints out a hard copy of the daily sales. The Company's financial information is recorded
on a third-party software system and is backed up daily. If the Company were to experience a cyberattack, it would be able to use the
prior day's backup and easily recreate information of the day in which there was such an attack. The Company has not experienced
a cybersecurity attack as of the date of this Annual Report.

 Item
2. Properties

 The
Company currently uses the residence of the Company's CEO for its corporate office at no charge.

 The
Company entered into a lease agreement in October 2018 for 1,088 square feet of retail shop space for the Retail Store. The lease requires
combined monthly payments of base rent and triple net of $1,945 per month for sixty months. The lease expired in September 2023 and the
Company operated on a month-to-month lease until a new lease was signed on February 16, 2024. The new lease modification is from November
1, 2023 through January 31, 2026 and calls for $1,469 per month from November 2023 through January 2024, $0 for February 2024 (February
2024 rent is allocated equally in the March 2024 through January 2026 rent), $1,628 per month from March 2024 through January 2025, and
$1,673 per month from February 2025 through January 2026.

 Item
3. Legal Proceedings

 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 owes it 87,179 shares of Preferred Stock Warrants and 9,231 shares of Common Stock Warrants.
Boustead also sought general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its
obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between
Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed
Boustead $260,308 for warrants issued that Sunstock did not honor. $260,308 was accrued and is shown as part of accounts payable and
accrued expenses in the balance sheet.as of December 31, 2022. See detail in Note 4 to the financial statements. The warrants are no
longer outstanding (see Note 9). All other monetary claims by Boustead were dismissed by the Court. The $260,308 is to be paid in
cash. The Company filed an appeal of the judgment on December 9, 2021. On August 17, 2023, the Court found that Sunstock owed
Boustead $338,171 for damages, attorney's fees and costs. Sunstock has accrued an additional $77,863. $77,863 shows in the
December 31, 2023 statement of operations under lawsuit judgment in operating expenses and $338,171 shows in the December 31, 2023
balance sheet as part of accounts payable and accrued expenses. See detail in Note 4 to the financial statements.

 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.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 On
December 9, 2015 the Company began light trading on the NASDAQ bulletin board under the symbol "SSOK".

 The
Company's shares currently trade on the OTC Link alternative trading system operated by OTC Markets Group, Inc. under
the symbol "SSOK." The following table sets forth the high and low bid prices of our common stock (USD) for the last two
fiscal years as reported by the OTCMarkets.com and represents inter dealer quotations, without retail markup, markdown or commission
and may not be reflective of actual transactions.

 High

 Low

 Year ended December 31, 2023:

 First Quarter

 $
 5.50

 $
 2.71

 Second Quarter

 4.50

 1.00

 Third Quarter

 1.25

 0.0001

 Fourth Quarter

 1.00

 0.06

 Year ended December 31, 2022:

 First Quarter

 $
 0.4325

 $
 0.0701

 Second Quarter

 0.500

 0.0801

 Third Quarter

 1.75

 0.1293

 Fourth Quarter

 10.00

 1.14

 As
of December 31, 2023, there are 5,021,857 shares of common stock outstanding of which 3,675,517 shares are owned by officers and directors
of the Company. There are approximately 78 holders of our common stock.

 The
future sale of the Company's presently outstanding "unregistered" and "restricted" common stock by present
members of management and persons who own more than five percent of the Company's outstanding voting securities may have an adverse
effect on any "established trading market" that may develop in the shares of the Company's common stock.

 In
general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 6 months. While affiliates of the
Company are subject to certain limits in the amount of restricted securities they can sell under Rule 144, there are no such limitations
on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public
market, there is likely to be a negative effect on the market price of the Company's securities. There is no dividend policy currently
in place.

 Recent
Sales of Unregistered Securities.

the quarter ended December 31, 2023, we have issued no securities which were not registered under the Securities Act and not previously
disclosed in the Company's Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

 Item
6. Selected Financial Data.

 There
is no selected financial data required to be filed for a smaller reporting company.

 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 Overview

 You
should read the following discussion and analysis in conjunction with our Consolidated Financial Statements and related Notes thereto
included in Part II, Item 8 of this Report before deciding to purchase, hold or sell our common stock.

 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.

 Critical
Accounting Policies

 The
consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements requires making estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are
based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.

 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.

 Stock-Based
Compensation:

 All
share-based payments are recognized in the consolidated financial statements based upon their fair values.

 The
Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation – Stock Compensation
 ("ASC 718"). ASC 718 requires the measurement and recognition of compensation expense for all stock-based awards made
to employees, directors and non-employees based on the grant date fair value of the awards. The measurement date for the fair value of
the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or
vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments
issued to consultants, the fair value of the equity instrument is primarily recognized over the term of the consulting agreement. In
accordance with FASB guidance, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should
not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for
accounting purposes.

 2023
Year-End Analysis Results of Operations

 Comparison
of the Years Ended December 31, 2023 and 2022

 For
the year ended December 31, 2023, revenues were $12,397,189, a decrease of $616,493 from $13,013,682 for 2022. The price of gold and
silver decreased throughout the year and the Company believes that customers are less likely to purchase gold and silver coins in a down
market and are more likely to purchase them in an up market.

 For
the year ended December 31, 2023, cost of goods sold were $12,041,893, a decrease of $693,379 from $12,735,272 for 2022, due to the decrease
in revenues.

 For
the year ended December 31, 2023, gross profit was $355,296 (2.9%), an increase of $76,886 from a gross profit of $278,410 (2.1%) for
2022.

 For
the year ended December 31, 2023, operating expenses were $229,121, an increase of $79,078 from $150,043 for 2022. Professional fees
were $119,992, a $6,664 increase from $113,328 for 2022. For professional fees, auditor fees increased $14,096, consultant fees decreased
$8,456, and stock related fees decreased $596. Compensation was $0 for 2023, an $820 decrease from $820 for 2022. Lawsuit judgment was
$77,863 for 2023 compared to $0 for 2022. The lawsuit judgment was the result of attorney fees for the plaintiff regarding the Boustead
Securities lawsuit. The Company has filed an appeal. Other operating expenses composed of various small items were $31,266 for 2023 compared
to $35,895 for 2022.

 For
the year ended December 31, 2023, gain on sale of precious metals was $0, a decrease of $56,709 from $56,709 for 2022. For the year ended
December 31, 2023, unrealized gain on investments in precious metals was $13,553, a $7,893 decrease from an unrealized gain of $21,445
in 2022. For the year ended December 31, 2023, interest expense related party was $2,070, a $12,035 decrease from $14,105 in 2022. For
the year ended December 31, 2023, gain on debt extinguishment was $0, a $30,250 decrease from $30,250 in 2022. For the year ended December
31, 2023, loss on settlement of related party debt was $123,600, a $3,744,327 decrease from $3,867,927 in 2022.

 For
the year ended December 31, 2023, the net income was $5,886, an increase of $3,657,718 from a net loss of $3,651,833 for 2022. The accumulated
deficit at December 31, 2023 was $65,910,092.

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had $13,790 in cash, $2,087,573 in inventories and $9,327 in prepaid expenses. During the year ended
December 31, 2023, the Company used net cash of $120,062 in operations. During the year ended December 31, 2023, $117,161 in net cash
was provided by financing activities from notes payable from related parties.

 The
Company has rarely posted net income from inception. It has an accumulated deficit of $65,910,092 of December 31, 2023. 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 stockholders and/or third parties.

 Item
8. Financial Statements and Supplementary Data

 The
financial statements for the years ended December 31, 2023 and 2022 are attached hereto.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management
must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley Act, Section 404 (a). The Company's
internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles or GAAP.

 As
of December 31, 2023, management assessed the effectiveness of the Company's internal control over financial reporting based on
the criteria for effective internal control over financial reporting established in the 2013 Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that
evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to
detect the inappropriate application of GAAP rules as more fully described below. This was due to deficiencies that existed in the design
or operation of the Company's internal controls over financial reporting that adversely affected its internal controls and that
may be considered to be material weaknesses.

 Material
Weaknesses:

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented
or detected on a timely basis.

 The
material weaknesses identified are:

 1.
the Company does not have accounting personnel that have adequate technical accounting skills to identify terms in agreements that would
have material accounting implications on the Company's consolidated financial statements in accordance with US GAAP, such as permanent
vs. temporary equity treatment of the Company's preferred stock in accordance with ASC 480.

 2.
the Company does not obtain and retain supporting documentation over the precious metal trade dates and quantities traded and does not
properly record the realized gain/loss on the trade according to the fair market value of the items traded on a given date.

 3.
the Company has an inadequate number of personnel that could accurately and timely record and report the Company's consolidated
financial statements in accordance with US GAAP.

 4.
the Company does not perform formal risk assessments over financial reporting and does not evaluate its internal control processes.

 Notwithstanding
the existence of these material weaknesses in internal control over financial reporting, we believe that the financial statements in
this Annual Report on Form 10-K fairly present, in all material respects, our financial condition in conformity with U.S. generally accepted
accounting principles (GAAP). Further, we do not believe the material weaknesses identified had an impact on prior financial statements.

 Remediation:

 As
part of our ongoing remedial efforts, we have and will continue to, among other things:

 1.
Expand our accounting policy and controls organization by hiring qualified accounting and finance personnel;

 2.
Increase our efforts to educate both our existing and expanded accounting policy and control organization on the application of the internal
control structure;

 3.
Emphasize with management the importance of our internal control structure;

 4.
Seek outside consulting services where our existing accounting policy and control organization believes the complexity of the existing
exceeds our internal capabilities.

 5.
Plan to implement improved accounting systems.

 We
believe that the foregoing actions will improve our internal control over financial reporting, as well as our disclosure controls and
procedures. When funds permit, we intend to perform such procedures and commit such resources as necessary to continue to allow us to
overcome or mitigate these material weaknesses such that we can make timely and accurate quarterly and annual financial filings until
such time as those material weaknesses are fully addressed and remediated.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in the Company's internal controls over financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 Item
9B. Other information

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance

 The
Directors and Officers of the Company are as follows:

 Name

 Age

 Positions
 and Offices Held

 Jason
 C. Chang

 President,
 Secretary, Director

 Dr.
 Ramnik S. Clair

 Vice
 President, Director

 Management
of Sunstock

 The
Company has three employees and two consultants. Jason C. Chang and Dr. Ramnik S. Clair are the officers and directors of the Company
and shareholders. Mr. Chang, as president, and Mr. Clair as senior vice president, have allocated time to the activities of the Company
with minimal cash compensation.

 There
are no agreements or understandings for the officer or director to resign at the request of another person and the above- named officer
and director is not acting on behalf of nor will act at the direction of any other person.

 Set
forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during
which they have served as such, and the business experience during at least the last five years:

 Jason
C. Chang, serves as a director, Chief Executive Officer and President of Sunstock. Mr. Chang began his career in the hospitality industry
as a child and continuing as an adult working in the family business operating several hotels throughout California. Mr. Chang has now
had over 20 years of hospitality management experience. In addition, as an entrepreneur, Mr. Chang has helped fund numerous startup companies,
primarily related to the technology sector.

 Dr.
Ramnik Clair serves as a director and Senior Vice President of Sunstock. Dr. Clair received his medical degree in India and immigrated
to the United States in 1983. He completed his medical residency in New York and has subsequently served in his medical practice as a
solo practitioner. Dr. Clair intends to assist the Company in building long term relationships with its client base.

 Conflicts
of Interest

 Messrs.
Chang and Clair are not directors of, or sole beneficial shareholders of any other companies which have filed registration statements
on Form 10 for the registration of their common stock pursuant to the Securities Exchange Act.

 There
are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of
interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce
a liability of management to the Company would most likely be prohibitively expensive and time consuming.

 Code
of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has two
persons who are the only shareholders and who serve as the directors and officers. The Company has limited operations and business actually
does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose
of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons
and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions
which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website
on which to post a code of ethics.

 Item
11. Executive Compensation

 Summary
Compensation Table — Fiscal Years Ended December 31, 2023 and 2022

 The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons
for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus
compensation in excess of $100,000.

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation Earnings

 Non-Equity Deferred Compensation Earnings

 All Other Compensation

 Total

 Jason Chang,

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 123,600
 (2)

 $
 123,600

 CEO, President & CFO (1)

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 3,867,927
 (3)

 $
 3,867,927

 Dr. Ramnik Clair

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 SVP (4)

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Narrative
to Summary Compensation Table

 1.

 On
 July 18, 2013, Mr. Chang was appointed as a director, and Chief Executive Officer and President of the Company.

 2.

 the year ended December 31, 2023, the Company issued 206,000 shares of common stock to our chief executive office in settlement of
 $97,480 of notes payable and $5,520 accrued interest related party. $123,600 was recorded as stock issued below market.

 3.

 the year ended December 31, 2022, the Company issued 689,470 shares of common stock to our chief executive officer in settlement
 of $406,787 of notes payable related party. $3,867,927 was recorded as stock issued below market.

 4.

 On
 July 18, 2013, Dr. Clair was appointed as Senior Vice President and Director of the Company.

 No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for
the benefit of its employees.

 The
Company currently does not compensate its directors with cash.

 Corporate
Governance.

 For
reasons similar to those described above, the Company does not have a nominating, compensation nor audit committee of the board of directors.
At this time, the Company consists of two shareholders who serve as the corporate directors and officers. The Company has no activities,
and receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a
nominating and an audit committee. Because there are only two shareholders of the Company, there is no established process by which shareholders
to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more
shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures
for shareholder nomination of members to the Company's board of directors.

 Compliance
with Section 16(A) of the Exchange Act

 Section
16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of
the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 Delinquent
Section 16(a) Reports

 Based
solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock by each person who,
at any time during the 2022 and 2023 fiscal years, was a director, officer, or beneficial owner of more than 10% of our common stock,
were timely.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information regarding beneficial ownership of our common stock as of March 30, 2024, by (i) each person
known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each director and each of our named executive
officers and (iii) all executive officers and directors as a group.

 The
number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to
which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire
within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each
person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the
following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership
of those shares.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Continued)

 Name and Title:

 Class of Security

 Amount of beneficial ownership

 Percent of Class (1)

 Executive Officers and Directors:

 Jason Chang

 Common Stock

 3,585,395
 (2)

 71.40
 %

 Chief Executive Officer, Chief Financial Officer and Director

 Dr. Ramnik S. Clair

 Common Stock

 90,122
 (3)

 1.79
 %

 All Executive Officers and Directors (2 persons)

 Common Stock

 3,675,517
 (2)(3)

 73.19
 %

 1.

 Based
 on 5,021,857 shares of common stock and no shares of Series A convertible Preferred Stock outstanding as of March 30, 2024. All shares
 of Series A convertible Preferred Stock are convertible at any time at the holder's election into the greater of (i) 1 share
 of common stock if the closing bid price of the Company's is at or above $0.001 per share, or (ii) if the closing bid price
 of the Company's common stock is below $0.001 per share, the number of shares of common stock equal to the amount of shares
 of Series A convertible Preferred Stock multiplied by the conversion ratio of $0.001 divided by the closing bid price. Holders of
 shares of Series A convertible Preferred Stock are not entitled to any voting rights except as otherwise required by applicable law.
 For the purposes of the disclosure in this item, the closing bid price utilized was above $0.001 per share.

 2.

 Includes
 3,585,395 shares held in the name of Jason Chang, 242 shares of common stock held by Jason and Chiung Chang jointly, 130,731 shares
 of common stock held by Chiung Ying Chang, the mother of Jason Chang, 31,550 shares of common stock held by Chin Chang, the father
 of Jason Chang, and 540 shares of common stock held by Chiung Ying Chang and Chin Chang jointly, the parents of Jason Chang.

 3.

 Includes
 66,000 shares held in the name of Dr. Clair, 23,102 shares of common stock held jointly in the name of Dr. Clair and his wife, and
 1,020 shares of common stock held by Mrs. Clair.

 Item
13. Certain Relationships and Related Transactions and Director Independence

the year ended December 31, 2023, the Company recorded compensation to its CEO for the following.

 the year ended December 31, 2023, the Company's chief executive officer received 206,000 shares of common stock below market
 value in exchange for $97,480 in notes payable and $5,520 in accrued interest related party. $123,600 in stock issued below market
 was recorded in loss from settlement of debt with related party.

the year ended December 31, 2022, the Company recorded compensation to its CEO for the following.

 the year ended December 31, 2022, the Company's chief executive officer received 689,470 shares of common stock below market
 value in exchange for $406,787 in notes payable related party. $3,867,927 in stock issued below market was recorded in loss from
 settlement of debt with related party.

 Sunstock
is not currently required to maintain an independent director as defined by in Rule 4200 of the Nasdaq Capital Market nor does it anticipate
that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely
that neither Mr. Chang nor Dr. Clair would not be considered independent directors if it were to do so.

 Item
14. Principal Accounting Fees and Services

 Fruci
& Associates II, PLLC ("Fruci") has been engaged as the Company's auditor effective with the December 31, 2021
audit.

 Audit
Fees

 The
aggregate fees billed or expected to be billed for each of the last two years for professional services rendered by the independent registered
public accounting firm for the audits of the Company's annual financial statements and reviews of financial statements included
in the Company's Form 10-K and Form 10-Q reports, consents and services normally provided in connection with statutory and regulatory
filings or engagements were as follows:

 Fiscal Year Ended

 Fiscal Year Ended

 Audit Fees

 Fruci

 $
 74,750

 $
 74,750

 $
 74,750

 $
 74,750

 Audit
Related Fees

 None.

 Tax
Fees

 None.

 All
Other Fees

 None.

 Audit
Committee Policies and Procedures

 The
Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee.
The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders
audit and non-audit services. The Company does not rely on pre- approval policies and procedures.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)
Exhibits

 3.1

 Certificate of Incorporation (incorporated by reference to Registration Statement on Form 10-12G filed on October 10, 2012 (File No.: 000-54830))

 3.2

 Bylaws (incorporated by reference to Registration Statement on Form 10-12G filed on October 10, 2012 (File No.: 000-54830))

 31.1*

 Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

 32.2*

 Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

 101.INS**

 Instance Document

 101.SCH**

 Taxonomy Extension Schema Document

 101.CAL**

 Taxonomy Extension Calculation Linkbase Document

 101.DEF**

 Taxonomy Extension Definition Linkbase Document

 101.LAB**

 Taxonomy Extension Label Linkbase Document

 101.PRE**

 Taxonomy Extension Presentation Linkbase Document

 *
Filed herewith.

 **
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

 INC.

 Dated:
 April 3, 2024

 By:

 /s/
 Jason C. Chang

 Jason
 C. Chang

 President,
 Chief Executive Officer and Chief Financial Officer

 (Principal Executive and Financial Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated

 Dated:
April 3, 2024

 By:

 /s/
 Jason C. Chang

 Chairman
 of the Board of Directors

 Dated:
 April 3, 2024

 By:

 /s/
 Ramnik Clair

 Ramnik
 Clair

 Director

 FINANCIAL
STATEMENTS

 Reports of Independent Registered Public Accounting Firms PCAOB 5525

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Sunstock, Inc. and Subsidiary

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Sunstock, Inc. and Subsidiary ("the Company") as of December
31, 2023 and 2022, and the related consolidated statements of operations, convertible preferred stock and changes in stockholders'
equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has an accumulated deficit and negative cash flows from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Revenue
Recognition

 As
discussed in Note 1 to the consolidated financial statements, the Company recognizes revenue when it satisfies a performance obligation
in a contract by transferring control over a product to a customer when a point-of-sale transaction is completed. The manner in which
the Company records revenue transactions in the accounting records required significant additional effort to test and obtain sufficient
audit evidence for revenue recognized during the year.

 Our
audit procedures related to revenue recognition, included the following, among others:

 Analyzed
 the Company's revenue recognition policy and its adherence to the principles of ASC 606 Revenue from Contracts with Customers.

 Vouched
 a sample of revenue transactions during the year and after year end.

 Performed
 analytical procedures on revenue activity and performed reconciliations to cash receipts.

 Fruci
 & Associates II, PLLC – PCAOB ID #0 5525

 We
 have served as the Company's auditor since 2022.

 Spokane,
 Washington

 April
 2, 2024

 F- 1

INC.

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current assets

 Cash

 $
 13,790

 $
 16,691

 Inventory – coins

 1,272,999

 950,637

 Inventory – precious metals

 814,574

 801,022

 Prepaid expenses

 9,327

 5,155

 Total Current Assets

 2,110,690

 1,773,505

 Property and equipment-net

 Right of use lease asset

 37,120

 11,114

 Total assets

 $
 2,148,013

 $
 1,785,043

 LIABILITIESAND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable and accrued expenses

 $
 564,933

 $
 480,137

 Operating lease liability – current

 -

 11,114

 SBA loan – current

 8,368

 5,047

 Right of use lease liability – current

 16,233

 -

 Loan payable - related parties

 25,681

 6,000

 Total Current Liabilities

 615,215

 502,298

 SBA loan

 141,632

 144,953

 Right of use lease liability – non-current

 20,887

 -

 Total liabilities

 777,734

 647,251

 Stockholders' equity

 Preferred stock, $ 0.001 par value, 20,000,000 shares authorized, 0 and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 -

 -

 Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 5,021,857 and 4,815,857 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Additional paid - in capital

 67,279,869

 67,053,289

 Accumulated deficit

 ( 65,910,092
)

 ( 65,915,978
)

 Total stockholders' equity

 1,370,279

 1,137,792

 Total liabilities and stockholders' equity

 $
 2,148,013

 $
 1,785,043

 The
accompanying notes are an integral part of the consolidated financial statements

 F- 2

INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For the Years ended December 31,

 2023

 2022

 Revenues

 $
 12,397,189

 $
 13,013,682

 Cost of revenue

 12,041,893

 12,735,272

 Gross profit

 355,296

 278,410

 Operating expenses

 Professional fees

 119,992

 113,328

 Compensation

 -

 Lawsuit judgment

 77,863

 -

 Other operating expenses

 31,266

 35,895

 Total operating expenses

 229,121

 150,043

 Operating profit

 126,175

 128,367

 Other income (expense):

 Gain (loss) on sale of precious metals

 -

 56,709

 Unrealized gain in precious metals

 13,553

 21,445

 Interest expense

 ( 5,772
)

 ( 5,772
)

 Interest expense - related party

 ( 2,070
)

 ( 14,105
)

 Loss from settlement of debt with related party

 ( 123,600
)

 ( 3,867,927
)

 Gain on debt extinguishment

 -

 30,250

 Total other income (expense)

 ( 117,889
)

 ( 3,779,400
)

 Income (loss) before income tax

 8,286

 ( 3,651,033
)

 Income tax

 2,400

 Net income (loss)

 $
 5,886

 $
 ( 3,651,833
)

 Income (loss) per share – basic and diluted

 $
 0.00

 $
 ( 0.87
)

 Weighted average number of common shares outstanding – basic and diluted

 4,924,783

 4,209,501

 The
accompanying notes are an integral part of the consolidated financial statements

 F- 3

INC.

 CONSOLIDATED
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS' EQUITY

 Shares

 Amount

 Shares

 Amount

 In Capital

 Deficit

 Total

 Convertible Preferred Stock

 Common Stock

 Additional Paid-In

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance at December 31. 2021 (audited)

 -

 $
 -

 4,126,387

 $

 $
 62,778,644

 $
 ( 62,264,145
)

 $
 514,911

 Issuance of common stock for related party notes payable

 -

 -

 689,470

 4,274,645

 4,274,714

 Net loss

 -

 -

 -

 -

 -

 ( 3,651,833
)

 ( 3,651,833
)

 Balance at December 31, 2022 (audited)

 -

 $
 -

 4,815,857

 $

 $
 67,053,289

 $
 ( 65,915,978
)

 $
 1,137,792

 Balance at December 31, 2022 (audited)

 -

 $
 -

 4,815,857

 $

 $
 67,053,289

 $
 ( 65,915,978
)

 $
 1,137,792

 Beginning balance

 -

 $
 -

 4,815,857

 $

 $
 67,053,289

 $
 ( 65,915,978
)

 $
 1,137,792

 Issuance of common stock for related party notes payable

 -

 -

 206,000

 226,580

 226,601

 Net income

 -

 -

 -

 -

 -

 5,886

 5,886

 Net income loss

 -

 -

 -

 -

 -

 5,886

 5,886

 Balance at December 31, 2023 (audited)

 -

 $
 -

 5,021,857

 $

 $
 67,279,869

 $
 ( 65,910,092
)

 $
 1,370,279

 Ending balance

 -

 $
 -

 5,021,857

 $

 $
 67,279,869

 $
 ( 65,910,092
)

 $
 1,370,279

 The
accompanying notes are an integral part of the unaudited condensed and consolidated financial statements

 F- 4

INC.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For the Years ended

 OPERATING ACTIVITIES

 Net income (loss)

 $
 5,886

 $
 ( 3,651,833
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Unrealized (gain) loss in precious metals

 ( 13,553
)

 ( 21,445
)

 Depreciation

 Loss from settlement of debt with related party

 123,600

 3,867,927

 Gain on extinguishment of debt

 -

 ( 30,250)

 (Gain) loss on sale of precious metals

 -

 ( 56,709
)

 Changes in operating assets and liabilities

 Inventories – coins and precious metals

 ( 322,362
)

 ( 280,839
)

 Prepaid expenses

 ( 4,172
)

 Accounts payable and accrued expenses

 90,318

 ( 101,376
)

 Net cash used in operating activities

 ( 120,062
)

 ( 273,164
)

 INVESTING ACTIVITIES

 Cash used in investing activities

 -

 -

 FINANCING ACTIVITIES

 Proceeds from note payable from related parties

 117,161

 259,687

 Net cash provided by financing activities

 117,161

 259,687

 Net change in cash

 ( 2,901
)

 ( 13,477
)

 Cash, beginning of period

 16,691

 30,168

 Cash, end of period

 $
 13,790

 $
 16,691

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:

 Interest

 $
 -

 $
 -

 Income taxes

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURE OF NON-CASH

 Shares issued in exchange for related party debt

 $
 103,000

 $
 3,106,120

 Extinguishment of debt

 $
 -

 $
 30,250

 The
accompanying notes are an integral part of the consolidated financial statements

 F- 5

INC.

 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. 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 emphasizes
investment in enduring assets that we believe may provide 'resource to retail' conversion upside. Our current 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. The Company's long-term goal is to grow to meet the requirements to become
an Authorized Purchaser of bullion coins from the United States Mint. Such would allow the Company to purchase bullion coins at a discount
to what it is currently paying to individuals and other coin shops selling bullion coins. The Company is currently unable to estimate
when it might meet the requirements.

 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 accompanying policies conform to accounting principles generally
accepted in the United State 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, 2023 and 2022.

 CASH
AND CASH EQUIVALENTS

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

 F- 6

 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 $ 1,272,999 at December 31, 2023 compared to $ 950,637 at December 31, 2022.

 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, 2023 include $ 814,574 of gold and silver bullion and bullion coins and
$ 801,022 at December 31, 2022 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 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 metal of $ 13,553 for the year ended December 31, 2023 and an unrealized gain of $ 21,445
for the year ended December 31, 2022.

 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, 2023 and 2022. 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.

 F- 7

 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 accrued for interest and penalties on each of the Company's balance sheets at December 31, 2023 and 2022.

 F- 8

 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.
As of December 31, 2023 and December 31 2022, there were no dilutive potential common shares.

 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, 2023 and 2022, the Company's financial instruments include cash, inventory – coins, inventory
– precious metals, and accounts payable and accrued expenses. The carrying amount of cash, inventory – coins, inventory –
precious metals, and accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments.
Inventory – precious metals is at fair value measured under the Level 1 category.

 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.

 F- 9

 NOTE
2 – GOING CONCERN

 The
Company has rarely posted net income since inception. It has an accumulated deficit of $ 65,910,092 as of December 31, 2023. 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.
Therefore, there is substantial doubt about the Company's ability to continue as a going concern.

 These
audited 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 an entity for the combination of that target company with the Company.

 There
is no assurance that the Company will ever be profitable. The audited and consolidated financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities
that may result should the Company be unable to continue as a going concern.

 In
early 2020, 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

 The
Company has reviewed all Accounting Standards Updates issued by the Financial Accounting Standards Board for the year ended December
31, 2023.

 In
October 2023, FASB issued Accounting Standards Update (ASU) 2023-06, Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative. Codification subtopic 260-10, Earnings per Share – Overall, requires disclosure of the
methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be
made during interim periods. The following disclosures are required:

 A
 reconciliation of the numerators and denominators of the basic and diluted per-share computations
 for income from continuing operations.

 The
 effect that has been given to preferred dividends in arriving at income available to common
 shareholders in computing basic EPS.

 Securities
 (including those issuable pursuant to contingent stock agreements) that could potentially
 dilute basic EPS in the future that were not included in the computation of diluted EPS because
 to do so would have been antidilutive for the period(s) presented.

 The
 methods used in the diluted EPS computation for each type of dilutive instrument (for example,
 treasury stock method, if-converted method, two-class method, or reverse treasury stock method).

 The
Company adopted the amendment as of December 31, 2023.

 F- 10

 NOTE 4 – PROPERTY AND EQUIPMENT

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Furniture and equipment

 $
 58,460

 $
 58,460

 Less – accumulated depreciation

 ( 58,257
)

 ( 58,036
)

 Total property and equipment

 $

 $

 Depreciation expense for the years ended December 31, 2023 and 2022 was
$ 221 and $ 861, respectively.

 NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Lawsuit judgment

 $
 338,171

 $
 260,308

 Accrued consultant fees

 133,649

 131,500

 Accrued interest payable related party

 12,726

 16,176

 Accrued interest payable

 20,208

 14,436

 Accrued audit fees

 14,934

 8,089

 Accrued dividends - preferred stock

 36,326

 36,326

 Expenses owed related party

 -

 4,631

 Other accrued expenses

 8,919

 8,671

 Total Accounts payable and accrued expenses

 $
 564,933

 $
 480,137

 As
of December 31, 2023 and 2022, there were no Series A convertible preferred stock outstanding.

 There
is, as of December 31, 2023, $ 36,326 in accrued dividends on the preferred stock.

 NOTE
6 - RELATED PARTY ACTIVITY

the year ended December 31, 2023, the Company was provided loans totaling $ 117,161 by the Company's chief executive officer. The
loans bear interest at 6 % per annum. There was $ 12,726 in accrued interest at December 31, 2023.

the year ended December 31, 2023, $ 103,000 in notes payable and accrued interest to the Company's chief executive officer were
converted to 206,000 shares of the Company's common stock valued at $ 226,600 based on the closing price on grant date. $ 123,600
was recorded as loss on settlement of related party debt on the accompanying statement of operations as of December 31, 2023.

the year ended December 31, 2022, the Company was provided loans totaling $ 259,687 by the Company's chief executive officer. The
loans bear interest at 6 % per annum. There was $ 16,176 in accrued interest at December 31, 2022.

the year ended December 31, 2022, $ 406,787 in notes payable to the Company's chief executive officer were converted to 689,470
shares of the Company's common stock valued at $ 4,274,714 based on the closing price on the grant date. $ 3,867,927 was recorded
as loss on settlement of related party debt on the accompanying statement of operations as of December 31, 2022.

 As
of December 31, 2023, the Company has $ 36,326 in accrued dividends on preferred stock, of which $ 19,141 are due to the Company's
chief executive officer.

 F- 11

 NOTE
6 - RELATED PARTY ACTIVITY (CONTINUED)

 The
following table is a summary of the activity for Loan payable- related parties for the years ended December 31, 2023 and
December 31, 2022:

 SUMMARY OF ACTIVITY FOR LOANS PAYABLE - RELATED PARTIES

 Balance at 12/31/2021

 $
 153,100

 Loan increases

 259,687

 Loan principal converted to common stock

 ( 406,787
)

 Balance at 12/31/2022

 6,000

 Loan increases

 117,161

 Loan principal converted to common stock

 ( 97,480
)

 Balance at 12/31/2023

 $
 25,681

 NOTE
7 – COMMITMENTS AND CONTINGENCIES

 The
Company leases space for Mom's Silver Shop. The
lease was for five
years and began in October 2018 and runs through September 2023. The lease called for payments of $ 1,305.60
per month for the first year, with a 3 %
increase per year for years two through five. The lease expired in September 2023 and the Company operated on a
month-to-month lease until a new lease was signed on February 16, 2024. The new lease is through January 31, 2026 and calls for
$ 1,469
per month from November 2023 through January 2024, $ 0
for February 2024 (February 2024 rent is allocated equally in the March 2024 through January 2026 rent), $ 1,628
per month from March 2024 through January 2025, and $ 1,673 per
month from February 2025 through January 2026. 4.95 % was used in the calculation of the present value of the right of use lease asset and liability.

 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 owes it 87,179 shares of Preferred Stock Warrants and 9,231 shares of Common Stock Warrants.
Boustead also sought general damages, interest, and costs of the suit. Sunstock believed that Boustead had not fulfilled its
obligations in raising equity and vigorously contested the suit. Sunstock hired an arbitrator but there was no resolution between
Sunstock and Boustead. The matter went to trial in September 2021 and on November 2, 2021 the Court determined that Sunstock owed
Boustead $ 260,308 for warrants issued that Sunstock did not honor. $ 260,308 was accrued and is shown as part of accounts payable and
accrued expenses in the balance sheet.as of December 31, 2022. See detail in Note 5 above. The warrants are no longer outstanding
(see Note 9). All other monetary claims by Boustead were dismissed by the Court. The $ 260,308 is to be paid in cash. The Company
filed an appeal of the judgment on December 9, 2021. On August 17, 2023, the Court found that Sunstock owed Boustead $ 338,171 for
damages, attorney's fees and costs. Sunstock has accrued an additional $ 77,863. $ 77,863 shows in the December 31, 2023
statement of operations under lawsuit judgment in operating expenses and $ 338,171 shows in the December 31, 2023 balance sheet as
part of accounts payable and accrued expenses. See detail in Note 5 above.

 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.

 F- 12

 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
8 – 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 $ 745 are monthly beginning twenty-four months after closing.

 SCHEDULE OF FUTURE PAYMENTS OF DEBT

 Remaining Loan Payments

 2024

 $
 23,095

 2025

 8,940

 2026

 8,940

 2027

 8,940

 thereafter

 200,405

 Total remaining loan payments

 250,320

 Less: imputed interest

 ( 100,320
)

 Total loan liability

 150,000

 Less: current portion

 ( 8,368
)

 Long term loan liability

 $
 141,632

 Weighted average remaining loan term

 26.4
years

 The
remaining loan payments in the above table include both principal and interest.

 NOTE
9 – PPP LOAN

 In
February and May 2021, the Company received a $ 15,125 loan and a $ 15,125 loan from the federal Paycheck Protection Program ("PPP"),
respectively. The loans are for five years, interest is 1.0 % per annum, and no payments are due until maturity. The two loans of $ 15,125
each have been forgiven.

 F- 13

 NOTE
10- STOCKHOLDER'S EQUITY

 COMMON
STOCK

 The
Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 of preferred stock.

the year ended December 31, 2023, the Company issued 206,000 shares of its common stock to its chief executive officer for the conversion
of $ 103,000 of related party notes payable and accrued interest.

the year ended December 31, 2022, the Company issued 689,470 shares of its common stock to its chief executive officer for the conversion
of $ 406,787 of related party notes payable.

 NOTE
11 - INCOME TAXES

 The
Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the years
ended December 31, 2023 and 2022 is summarized below:

 SCHEDULE OF PROVISION FOR INCOME TAXES

 Current:

 Federal

 $
 -

 $
 -

 State

 2,400

 Total current

 2,400

 Deferred:

 Federal

 -

 -

 State

 -

 -

 Total deferred

 -

 -

 Income tax provision

 $
 2,400

 $

 A
reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company's income (loss) before income
taxes to the income provision is as follows:

 SCHEDULE OF RECONCILIATION OF INCOME TAXES

 U.S. federal statutory tax rate

 21.0000
 %

 21.0000
 %

 State tax benefit, net

 35.8959
 %

 ( 0.0277
)%

 Stock based compensation

 0.0000
 %

 0.0000
 %

 Other

 0.0000
 %

 0.0000
 %

 Change in valuation allowance

 ( 366.6457
)%

 ( 21.0000
)%

 Effective income tax rate

 ( 309.7498
)%

 0.0277
 %

 F- 14

 NOTE
11 - INCOME TAXES (CONTINUED)

 Deferred
tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred
tax assets are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS

 Deferred tax assets:

 NOL's

 $
 1,736,000

 $
 1,770,000

 State taxes

 -

 -

 Inventory and other reserves

 -

 -

 Depreciation and amortization

 -

 -

 NQ stock option expense

 14,698,000

 14,698,000

 Total deferred tax assets

 16,434,000

 16,468,000

 Valuation allowance

 ( 16,434,000
)

 ( 16,468,000
)

 Net deferred tax assets

 $
 -

 $
 -

 Realization
of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by approximately $ 34,000 for the
year ended December 31, 2023.

 As
of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $ 1,319,000. Net
operating loss carryforwards for the years 2017 and prior expire beginning in the year 2035. Any operating loss carryforwards for the
years 2018 and beyond may be carried forward indefinitely. As of December 31, 2023, the Company had net operating loss carryforwards
for state income tax purposes of approximately $ 417,000 which expire beginning in the year 2035.

 Utilization
of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided
by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating
losses ad credits before their utilization. The Company has not performed an analysis to determine the limitation of the net operating
loss carryforwards.

 The
Company has not filed any federal or state tax returns since its inception, but intends to file them in 2024.

 NOTE
12 – SUBSEQUENT EVENTS

 The
Company follows the guidance in FASB ASC Topic 855, Subsequent Events ("ASC 855"), which provides guidance to establish
general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial
statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management
of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the audited condensed
and consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring
after the balance sheet date in its condensed and consolidated financial statements, and (iii) the disclosures that an entity should
make about events or transactions that occurred after the balance sheet date.

 A
new lease modification was signed on February 16, 2024. The new lease modification is from November 1, 2023 through January 31, 2026
and calls for $ 1,469 per month from November 2023 through January 2024, $ 0 for February 2024 (February 2024 rent is allocated equally
in the March 2024 through January 2026 rent), $ 1,628 per month from March 2024 through January 2025, and $ 1,673 per month from February
2025 through January 2026.

 F- 15