Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
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 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SPTY | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
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 Public Float | $ 4,746,365 | |
Entity Common Stock, Shares Outstanding | 10,624,243 | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | BF Borgers CPA PC | |
Auditor Firm ID | 5041 | |
Auditor Location | Lakewood, CO |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 22,818 | $ 637,841 |
Accounts receivable | 8,182 | |
Prepaid expenses and other current assets | 235,375 | 6,851 |
Total current assets | 266,375 | 644,692 |
Property and equipment, net | 70,722 | 70,423 |
Right of use asset | 64,632 | |
Total assets | 401,729 | 715,115 |
Current liabilities: | ||
Account payable | 93,867 | 24,511 |
Accrued liabilities | 37,828 | 70,423 |
Related party advances | 193,739 | |
Right of use liability | 43,909 | |
Total current liabilities | 369,343 | 94,934 |
Long term liabilities - | ||
Related party notes payable | 1,000,000 | 1,000,000 |
Right of use liability, net of current portion | 20,723 | |
Total liabilities | 1,390,066 | 1,094,934 |
Stockholders Deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,652,584 and 8,654,701 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 10,652 | 8,655 |
Additional paid-in capital | 4,401,413 | 1,418,896 |
Subscriptions receivable | (1,500) | |
Accumulated deficit | (6,801,402) | (2,456,870) |
Total stockholders deficit | (988,337) | (379,819) |
Total liabilities and stockholders deficit | 401,729 | 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 | $ 1,400,000 | $ 650,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 10,652,584 | 8,654,701 |
Common Stock, Shares, Outstanding | 10,652,584 | 8,654,701 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 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 Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 560,000 | 260,000 |
Preferred Stock, Shares Issued | 560,000 | 260,000 |
Preferred Stock, Shares Outstanding | 560,000 | 260,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 1,148,246 | $ 749,012 |
Cost of revenues | 592,102 | 372,455 |
Gross profit | 556,144 | 376,557 |
Operating expenses: | ||
Sales and marketing | 140,419 | 33,246 |
General and administrative expenses, including stock based compensation of $2,264,081 and $0, respectively | 4,528,637 | 1,257,148 |
Officer compensation | 181,078 | 1,417,568 |
Total operating expenses | 4,850,134 | 2,707,962 |
Loss from operations | (4,293,990) | (2,331,405) |
Other income (expense): | ||
Interest expense | (50,542) | (50,000) |
Total other income (expense) | (50,542) | (50,000) |
Net loss | $ (4,344,532) | $ (2,381,405) |
Basic and diluted net loss per common share attributable to common stockholders | $ (0.45) | $ (0.30) |
Weighted-average number of shares used in computing basic and diluted per share amounts | 9,754,075 | 7,889,252 |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Stock-based compensation | $ 2,264,081 | $ 0 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - 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 | $ 985 | 1,411,065 | 21,000 | 1,433,050 | |||
Issuance of common stock for cash, shares | 984,701 | ||||||
Issuance of preferred stock for cash | 200,000 | 200,000 | |||||
Removal of subscription to reflect proceeds paid to related entity | 200,000 | 200,000 | |||||
Offering costs | (68,499) | (68,499) | |||||
Net income | (2,381,405) | (2,381,405) | |||||
Ending balance, value at Dec. 31, 2021 | $ 1,000 | $ 650,000 | $ 8,655 | 1,418,896 | (1,500) | (2,456,870) | (379,819) |
Ending balance, shares at Dec. 31, 2021 | 1,000,000 | 260,000 | 8,654,701 | ||||
Issuance of common stock for cash | $ 814 | 1,264,801 | 1,500 | 1,267,115 | |||
Issuance of common stock for cash, shares | 814,740 | ||||||
Offering costs | (28,685) | (28,685) | |||||
Stock based compensation | $ 750,000 | $ 1,183 | 1,746,401 | 2,497,584 | |||
Stock-based compensation, shares | 300,000 | 1,183,143 | |||||
Net income | (4,344,532) | (4,344,532) | |||||
Ending balance, value at Dec. 31, 2022 | $ 1,000 | $ 1,400,000 | $ 10,652 | $ 4,401,413 | $ (6,801,402) | $ (988,337) | |
Ending balance, shares at Dec. 31, 2022 | 1,000,000 | 560,000 | 10,652,584 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,344,532) | $ (2,381,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,264,081 | 0 |
Depreciation | 9,982 | 719 |
Acquistion of Pick Pocket and subscription payable treated as officer compensation | 1,200,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,182) | 7,250 |
Prepaids and other current assets | 4,979 | (6,851) |
Accounts payable | 69,356 | 3,490 |
Accrued liabilities | (32,595) | 70,423 |
Net cash used in operating activities | (2,036,911) | (1,106,374) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (10,281) | (21,142) |
Net cash used in investing activities | (10,281) | (21,142) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from subscription receivables | 221,000 | |
Payments on notes payable | (30,000) | |
Advances from related party | 193,739 | |
Payment of deferred offering costs | (54,801) | |
Proceeds from sale of common stock | 1,238,430 | 1,412,050 |
Net cash provided by financing activities | 1,432,169 | 1,548,249 |
Change in cash and cash equivalents | (615,023) | 420,733 |
Cash and cash equivalents, beginning of period | 637,841 | 217,108 |
Cash and cash equivalents, end of period | 22,818 | 637,841 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 50,542 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of a related party notes payable for Pick Pocket | 1,000,000 | |
Subscription receivable treated as officer compensation | 200,000 | $ 200,000 |
Right of use asset and liability | 104,665 | |
Prepaid through issuance of common stock | $ 557,052 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Also see Note 3. 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 Cash and Cash Equivalents The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instruments underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized. Revenue Recognition The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, codified as Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception. The Company provides online marketing services. The Companys revenue is generated on services priced at fixed rates. Revenue is recorded as services are performed which typically all occurs within a calendar month. 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2022, management determined that there were no 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 Companys 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. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five ( 5 Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. As of December 31, 2022 and 2021, there were no Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The Companys income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of September 30, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none. 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 year, increased by the potentially dilutive common shares that were outstanding during the year. As of December 31, 2022 and 2021, the Company does no Stock Based Compensation The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Companys common stock on the date of grant and is recognized over the service period. 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 Companys 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 | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN As reflected in the accompanying financial statements, during the year ended December 31, 2022, the Company incurred a net loss of $ 4,344,532 2,036,911 While the Company is continuing operations and generating revenues, the Companys cash position is not significant enough to support the Companys 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 fund received during the year ended December 31, 2022 and subsequent. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
FINANCIAL STATEMENT ELEMENTS | NOTE 4 – FINANCIAL STATEMENT ELEMENTS During 2020, the Company purchased software for which is to be used in operations with a $ 50,000 Lease The Company leases offices used for operations under a non-cancelable agreement which expires in June 2024. Rent expense for the years ended December 31, 2022 and 2021 was $ 43,527 22,750 104,665 3 Schedule of Future Minimum Rental Payment Years ending December 31,: 2023 43,908 2024 22,278 Imputed interest (1,554 ) Total $ 64,632 |
ADVANCES AND NOTES PAYABLE
ADVANCES AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
ADVANCES AND NOTES PAYABLE | NOTE 5 – ADVANCES AND NOTES PAYABLE The Company entered into a $ 50,000 10,000 On January 13, 2021, the Company entered into a share purchase agreement with the Companys Chief Executive Officer to acquire 80 1.0 1.0 5 50,000 50,000 no During the year ended December 31, 2022, the Companys chief executive officer and a member of management advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of December 31, 2022, the balance due on the advances was $ 193,739 246,645 |
COMMITMENTS AND CONTIGENCIES
COMMITMENTS AND CONTIGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTIGENCIES | NOTE 6 - COMMITMENTS AND CONTIGENCIES 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 reviews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the years ended December 31, 2022 and 2021, the Company paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $ 181,078 217,568 See Notes 5 and 7 for additional payments to the related party. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 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 was authorized to issue 260,000 0.001 560,000 During 2020, the Company sold 260,000 2.50 650,000 400,000 200,000 See below for an additional issuance in 2022. Common Stock The Company is authorized to issue 50,000,000 0.001 During the year ended December 31, 2022, the Company issued 443,143 451,081 557,054 235,375 During the year ended December 31, 2022, the Company issued 740,000 300,000 1,810,000 During the year ended December 31, 2022 the Company sold shares of common stock to various investors at $ 1.50 1,265,615 28,685 no During the year ended December 31, 2021, the Company sold 984,701 0.50 1.50 1,412,050 68,499 1,500 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Companys net deferred tax assets at December 31, 2022 and 2021 is approximately $ 1,205,000 643,000 The Company is subject to tax in the United States (U.S.) and files tax returns in the U.S. Federal jurisdiction and state jurisdictions. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities for all periods starting in 2020. The Company currently is not under examination by any tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS 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 below. See Notes 5 for an additional subsequent event. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Also see Note 3. |
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 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instruments underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized. |
Revenue Recognition | Revenue Recognition The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, codified as Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception. The Company provides online marketing services. The Companys revenue is generated on services priced at fixed rates. Revenue is recorded as services are performed which typically all occurs within a calendar month. 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2022, management determined that there were no |
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 Companys 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. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five ( 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. As of December 31, 2022 and 2021, there were no |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The Companys income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of September 30, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none. |
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 year, increased by the potentially dilutive common shares that were outstanding during the year. As of December 31, 2022 and 2021, the Company does no |
Stock Based Compensation | Stock Based Compensation The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Companys common stock on the date of grant and is recognized over the service period. |
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 Companys 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. |
FINANCIAL STATEMENT ELEMENTS (T
FINANCIAL STATEMENT ELEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payment | Schedule of Future Minimum Rental Payment Years ending December 31,: 2023 43,908 2024 22,278 Imputed interest (1,554 ) Total $ 64,632 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
FDIC limit | $ 250,000 | |
Variable lease costs | $ 0 | |
Estimated useful life | 5 years | |
Impairment long-lived asset | $ 0 | $ 0 |
Antidilutive securities | 0 | 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 4,344,532 | $ 2,381,405 |
Ney cash used in operating activities | $ 2,036,911 | $ 1,106,374 |
FINANCIAL STATEMENT ELEMENTS (D
FINANCIAL STATEMENT ELEMENTS (Details) | Dec. 31, 2021 USD ($) |
Quarterly Financial Information Disclosure [Abstract] | |
2023 | $ 43,908 |
2024 | 22,278 |
Imputed interest | (1,554) |
Total | $ 64,632 |
FINANCIAL STATEMENT ELEMENTS _2
FINANCIAL STATEMENT ELEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Payments to acquire software | $ 50,000 | ||
Rent expense | $ 43,527 | $ 22,750 | |
Right of use asset and liability | $ 104,665 | ||
Borrowing rate | 3% |
ADVANCES AND NOTES PAYABLE (Det
ADVANCES AND NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Payments to Acquire Software | $ 50,000 | |||||
Repayments of notes payable | $ 10,000 | $ (30,000) | ||||
Interest paid | 50,000 | 50,000 | ||||
Accrued Interest | 0 | |||||
Related party advances | $ 193,739 | |||||
Subsequent Event [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Related party advances | $ 246,645 | |||||
Pickpocket, Inc. [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Voting percentage | 80% | |||||
Purchase price | $ 1,000,000 | |||||
Transactions costs | $ 1,000,000 | |||||
Interest rate | 5% |
COMMITMENTS AND CONTIGENCIES (D
COMMITMENTS AND CONTIGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Officer compensation | $ 181,078 | $ 1,417,568 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Officer compensation | $ 181,078 | $ 217,568 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Proceeds from sale of stock | $ 1,267,115 | $ 1,433,050 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | |
Stock-based compensation | $ 2,264,081 | $ 0 | |
Proceeds from Issuance of Common Stock | 1,238,430 | $ 1,412,050 | |
Chief Executive Officer [Member] | |||
Class of Stock [Line Items] | |||
Officer compensation | 200,000 | ||
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Subscriptions receivable | $ 400,000 | ||
Stock shares issued for services | 300,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of stock sold | 814,740 | 984,701 | |
Proceeds from sale of stock | $ 814 | $ 985 | |
Stock-based compensation | $ 1,810,000 | ||
Stock shares issued for services | 740,000 | ||
Common Stock [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ 0.50 | ||
Common Stock [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ 1.50 | ||
Common Stock [Member] | Various Investors [Member] | |||
Class of Stock [Line Items] | |||
Number of stock sold | 984,701 | ||
Share price | $ 1.50 | ||
Subscriptions receivable | $ 0 | $ 1,500 | |
Proceeds from Issuance of Common Stock | 1,265,615 | 1,412,050 | |
Offering costs | $ 28,685 | $ 68,499 | |
Consultants [Member] | |||
Class of Stock [Line Items] | |||
Number of stock sold | 443,143 | ||
Stock-based compensation | $ 451,081 | ||
Other prepaid expenses | 557,054 | ||
Prepaid expenses | $ 235,375 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value | $ 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 B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 560,000 | 260,000 | |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | |
Series B Preferred Stock [Member] | Various Investors [Member] | |||
Class of Stock [Line Items] | |||
Number of stock sold | 260,000 | ||
Share price | $ 2.50 | ||
Proceeds from sale of stock | $ 650,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 1,205,000 | $ 643,000 |