Cover
Cover | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 333-257323 |
Entity Registrant Name | SPECIFICITY, INC. |
Entity Central Index Key | 0001840102 |
Entity Tax Identification Number | 85-4017786 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 410 S. Ware Blvd. |
Entity Address, Address Line Two | Suite 508 |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33619 |
City Area Code | (813) |
Local Phone Number | 364-4744 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 9,369,345 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 26,140 | $ 637,841 |
Prepaid expenses and other current assets | 10,408 | 6,851 |
Total current assets | 36,548 | 644,692 |
Property and equipment, net | 74,861 | 70,423 |
Right of use asset | 85,113 | |
Total assets | 196,522 | 715,115 |
Current liabilities: | ||
Account payable | 3,265 | 24,511 |
Accrued liabilities | 60,090 | 70,423 |
Accrued interest, related party | 12,466 | |
Advances, related party | 73,000 | |
Right of use liability | 43,260 | |
Total current liabilities | 192,081 | 94,934 |
Long term liabilities - | ||
Related party notes payable | 1,000,000 | 1,000,000 |
Right of use liability, net of current portion | 41,853 | |
Total liabilities | 1,233,934 | 1,094,934 |
Stockholders’ Deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 9,369,345 and 8,654,701 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 9,369 | 8,655 |
Additional paid-in capital | 2,467,318 | 1,418,896 |
Subscriptions receivable | (1,500) | (1,500) |
Accumulated deficit | (4,163,599) | (2,456,870) |
Total stockholders’ deficit | (1,037,412) | (379,819) |
Total liabilities and stockholders’ deficit | 196,522 | 715,115 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | $ 650,000 | $ 650,000 |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 9,369,345 | 8,654,701 |
Common Stock, Shares, Outstanding | 9,369,345 | 8,654,701 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 260,000 | 260,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 378,660 | $ 156,861 | $ 649,510 | $ 326,306 |
Cost of revenues | 110,360 | 82,856 | 261,250 | 152,804 |
Gross profit | 268,300 | 74,005 | 388,260 | 173,502 |
Operating expenses: | ||||
Sales and marketing | 19,837 | 10,357 | 32,717 | 19,887 |
General and administrative expenses | 587,611 | 246,161 | 1,922,740 | 444,636 |
Officer compensation | 20,988 | 53,215 | 116,518 | 1,142,963 |
Total operating expenses | 628,436 | 309,733 | 2,071,975 | 1,607,486 |
Loss from operations | (360,136) | (235,728) | (1,683,715) | (1,433,984) |
Other income (expense): | ||||
Interest expense - related party | (12,466) | (23,014) | ||
Total other income (expense) | (12,466) | (23,014) | ||
Net loss | $ (372,602) | $ (235,728) | $ (1,706,729) | $ (1,433,984) |
Basic and diluted net loss per common share attributable to common stockholders | $ (0.04) | $ (0.03) | $ (0.19) | $ (0.18) |
Weighted-average number of shares used in computing basic and diluted per share amounts | 9,369,345 | 7,820,440 | 9,123,984 | 7,787,348 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,000 | $ 650,000 | $ 7,670 | $ 76,330 | $ (422,500) | $ (75,465) | $ 237,035 |
Beginning balance, shares at Dec. 31, 2020 | 1,000,000 | 260,000 | 7,670,000 | ||||
Issuance of common stock for cash | $ 155 | 177,345 | 22,500 | 200,000 | |||
Issuance of common stock for cash, Shares | 155,000 | ||||||
Issuance of preferred stock for cash | 200,000 | 200,000 | |||||
Net loss | (1,433,984) | (1,433,984) | |||||
Ending balance, value at Jun. 30, 2021 | $ 1,000 | $ 650,000 | $ 7,825 | 253,675 | (200,000) | (1,509,449) | (796,949) |
Ending balance, shares at Jun. 30, 2021 | 1,000,000 | 260,000 | 7,825,000 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1,000 | $ 650,000 | $ 7,810 | 246,190 | (250,000) | (1,273,721) | (618,721) |
Beginning balance, shares at Mar. 31, 2021 | 1,000,000 | 260,000 | 7,810,000 | ||||
Issuance of common stock for cash | $ 15 | 7,485 | 7,500 | ||||
Issuance of common stock for cash, Shares | 15,000 | ||||||
Issuance of preferred stock for cash | 50,000 | 50,000 | |||||
Net loss | (235,728) | (235,728) | |||||
Ending balance, value at Jun. 30, 2021 | $ 1,000 | $ 650,000 | $ 7,825 | 253,675 | (200,000) | (1,509,449) | (796,949) |
Ending balance, shares at Jun. 30, 2021 | 1,000,000 | 260,000 | 7,825,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1,000 | $ 650,000 | $ 8,655 | 1,418,896 | (1,500) | (2,456,870) | (379,819) |
Beginning balance, shares at Dec. 31, 2021 | 1,000,000 | 260,000 | 8,654,701 | ||||
Issuance of common stock for cash | $ 314 | 471,653 | 471,967 | ||||
Issuance of common stock for cash, Shares | 314,644 | ||||||
Offering costs | (22,831) | (22,831) | |||||
Stock-based compensation | $ 400 | 599,600 | 600,000 | ||||
Stock-based compensation, shares | 400,000 | ||||||
Net loss | (1,706,729) | (1,706,729) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1,000 | $ 650,000 | $ 9,369 | 2,467,318 | (1,500) | (4,163,599) | (1,037,412) |
Ending balance, shares at Jun. 30, 2022 | 1,000,000 | 260,000 | 9,369,345 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 1,000 | $ 650,000 | $ 9,369 | 2,470,903 | (1,500) | (3,790,997) | (661,225) |
Beginning balance, shares at Mar. 31, 2022 | 1,000,000 | 260,000 | 9,369,345 | ||||
Offering costs | (3,585) | (3,585) | |||||
Net loss | (372,602) | (372,602) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1,000 | $ 650,000 | $ 9,369 | $ 2,467,318 | $ (1,500) | $ (4,163,599) | $ (1,037,412) |
Ending balance, shares at Jun. 30, 2022 | 1,000,000 | 260,000 | 9,369,345 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,706,729) | $ (1,433,984) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 600,000 | |
Depreciation | 4,769 | |
Acquisition of Pick Pocket and subscription payable treated as officer compensation | 1,000,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,250 | |
Prepaids and other current assets | (3,557) | (10,000) |
Accounts payable | (21,246) | (4,883) |
Accrued liabilities | (10,333) | 3,698 |
Accrued interest, related party | 12,466 | |
Net cash used in operating activities | (1,124,630) | (437,919) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,207) | |
Net cash used in investing activities | (9,207) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from subscription receivables | 222,500 | |
Payments on notes payable | (30,000) | |
Advances from related party | 73,000 | |
Payment of deferred offering costs | (22,831) | (46,668) |
Proceeds from sale of common stock | 471,967 | 177,500 |
Net cash provided by financing activities | 522,136 | 323,332 |
Change in cash and cash equivalents | (611,701) | (114,587) |
Cash and cash equivalents, beginning of period | 637,841 | 217,108 |
Cash and cash equivalents, end of period | 26,140 | 102,521 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 10,548 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of a related party notes payable for Pick Pocket | 1,000,000 | |
Right of use asset and liability | $ 104,665 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Specificity, Inc. (the “Company”) is a Nevada Corporation incorporated on November 25, 2020 (“Inception”). The Company is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business-to-business clients as well as business to consumer clients. The Company has developed tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2021. The results of operations for the six months ended June 30, 2022 are not indicative of the results that may be expected for the full year. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 Credit Risk Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000 Lease Commitment The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of June 30, 2022, management determined that there were no variable lease costs. Fair Value Measurements The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments. Per Share Information Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. As of June 30, 2022, and 2021, the Company does not have any dilutive shares. New Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provided an alternative transition method when initially applying ASU 2016-02. Companies may elect to apply ASU 2016-02 at the beginning of the earliest period presented or recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The ASU is effective for annual and interim periods beginning after December 15, 2021. Management adopted this standard on January 1, 2022, which a right of use asset and liability were recorded in connection with the Company’s lease. The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company incurred a net loss of $ 1,706,729 1,124,630 While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, the Company has raised capital through the sale of common and preferred stock. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, nor can there be assurance that such funds will be at acceptable terms. See Note 7 for additional funds received during the six months ended June 30, 2022. The ability of the Company to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues and cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
FINANCIAL STATEMENT ELEMENTS
FINANCIAL STATEMENT ELEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
FINANCIAL STATEMENT ELEMENTS | NOTE 4 – FINANCIAL STATEMENT ELEMENTS During the period from Inception to December 31, 2020, the Company purchased software for which is to be used in operations with a $ 50,000 |
NOTES PAYABLE AND ADVANCES
NOTES PAYABLE AND ADVANCES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND ADVANCES | NOTE 5 – NOTES PAYABLE AND ADVANCES The Company entered into a $ 50,000 10,000 On January 13, 2021, the Company entered into a share purchase agreement with the Company’s Chief Executive Officer to acquire 80 1.0 1.0 5 10,548 12,466 During the six months ended June 30, 2022, a member of management advanced the Company $ 73,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Lease The Company leases offices used for operations under a non-cancelable agreement. Rent expense for the three and six months ended June 30, 2022, was $ 42,383 77,440 104,665 Litigation The Company is not party to any pending or threatened litigation. Significant Contracts On January 1, 2021, the Company entered into an employment contract with its Chief Executive Officer for which the initial term of the agreement is for one year and renews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the six months ended June 30, 2022 and 2021, the Company paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $ 116,518 1,142,963 See Notes 5 and 7 for additional payments to the related party. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred Stock The Company is authorized to issue 1,000,000 0.001 The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote. Series B Preferred Stock The Company is authorized to issue 260,000 0.001 Common Stock The Company is authorized to issue 50,000,000 0.001 At Inception, the Company issued 1,000,000 7,500,000 During the six months ended June 30, 2021, the Company sold 155,000 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $ 177,500 22,500 200,000 During the six months ended June 30, 2022, the Company sold 314,644 471,967 19,246 During the six months ended June 30, 2022, the Company issued 400,000 600,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Subsequent to June 30, 2022, the Company has sold 500,000 750,000 See Note 5 for repayment of advanced from a related party. Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2021. The results of operations for the six months ended June 30, 2022 are not indicative of the results that may be expected for the full year. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 Credit Risk | Concentration of Credit Risk Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000 |
Lease Commitment | Lease Commitment The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of June 30, 2022, management determined that there were no variable lease costs. |
Fair Value Measurements | Fair Value Measurements The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments. |
Per Share Information | Per Share Information Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. As of June 30, 2022, and 2021, the Company does not have any dilutive shares. |
New Accounting Pronouncements | New Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provided an alternative transition method when initially applying ASU 2016-02. Companies may elect to apply ASU 2016-02 at the beginning of the earliest period presented or recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The ASU is effective for annual and interim periods beginning after December 15, 2021. Management adopted this standard on January 1, 2022, which a right of use asset and liability were recorded in connection with the Company’s lease. The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
FDIC limit | $ 250,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 372,602 | $ 235,728 | $ 1,706,729 | $ 1,433,984 |
Ney cash used in operating activities | $ 1,124,630 | $ 437,919 |
FINANCIAL STATEMENT ELEMENTS (D
FINANCIAL STATEMENT ELEMENTS (Details Narrative) | 1 Months Ended |
Dec. 31, 2020 USD ($) | |
Quarterly Financial Information Disclosure [Abstract] | |
Payments to Acquire Software | $ 50,000 |
NOTES PAYABLE AND ADVANCES (Det
NOTES PAYABLE AND ADVANCES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jan. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Payments to Acquire Software | $ 50,000 | |||||
Repayments of notes payable | $ 10,000 | $ (30,000) | ||||
Interest paid | 10,548 | |||||
Accrued Interest | 12,466 | |||||
Advanced from related party | $ 73,000 | |||||
Pickpocket, Inc. [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 80% | |||||
Payments to acquire businesses, gross | $ 1,000,000 | |||||
Business acquisition, transaction costs | $ 1,000,000 | |||||
Interest rate | 5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 02, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Rent expense | $ 42,383 | $ 77,440 | ||||
Operating Lease, Right-of-Use Asset | 85,113 | 85,113 | $ 104,665 | |||
Operating Lease, Liability | $ 104,665 | |||||
Officer compensation | $ 20,988 | $ 53,215 | 116,518 | $ 1,142,963 | ||
Chief Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Officer compensation | $ 116,518 | $ 1,142,963 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 26, 2020 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Proceeds from Issuance of Common Stock | $ 471,967 | $ 177,500 | |||
Stock-based compensation | 600,000 | ||||
Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 471,967 | $ 177,500 | |||
Issuance of common stock for cash, Shares | 314,644 | ||||
Offering costs | $ 19,246 | ||||
Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Subscriptions receivable | 200,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||
Subscriptions receivable | $ 22,500 | ||||
Issuance of common stock for cash, Shares | 15,000 | 314,644 | 155,000 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 400,000 | ||||
Stock-based compensation | $ 600,000 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Voting Rights | The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote. | ||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 260,000 | 260,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Subsequent Events [Abstract] | |
Number of common stock sold | shares | 500,000 |
Proceeds from Issuance of Common Stock | $ | $ 750,000 |