UNITED STATES

SECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONS

Washington, D.C. 20549

FORM 10-K

☒

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

For the fiscal year ended December 31, ~~2022~~2023

☐

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

~~For the~~Commission ~~transition~~File ~~period~~No. ~~from to~~ 333-257323

Commission file number 333-257323

Specificity, Inc.

(Exact name of registrant as specified in its charter)

Nevada		85-4017786
(State or other jurisdiction of		(I.R.S. Employer
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
incorporation or organization		Identification No.)
8429 Lorraine Rd., Suite 377
Lakewood Ranch		34202
(Address of principal executive offices)		(Zip Code)

410 S. Ware Blvd., Suite 508

Tampa, FL 33619

(Address of principal executive offices)

Registrant’s telephone number, including area code: (813) 364-4744

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

Title of each class Trading Symbol Name of each exchange on which registered Common ~~Stock~~stock SPTY OTCQB

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

~~None~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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

Indicate 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~~

☒ Yes ☐ No

Indicate 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth” 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 13(a) of the Exchange Act. ☐

Indicate 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. ☐

Indicate 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). ☐

Indicate 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

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

As of December 31, ~~2022~~2023, the last business day of the Registrant’s most recently completed fiscal year, the market value of our common stock held by non-affiliates was $43,~~746~~037,~~365~~578.

The number of shares of the Registrant’s common stock, $0.001 par value per share, outstanding as of ~~March~~February 1324, ~~2023~~2025 was ~~10,624,243~~104.

SPECIFICITY, INC.

FORM 10-K

TABLE OF CONTENTS

GENERAL INFORMATION

		Page Number

	PART I
Item 1.	Business	3
Item A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	15

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	15
Item 6	[Reserved]	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	21
Item 9B.	Other Information	22
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	22

	PART III
Item 10.	Directors and Executive Officers of the Registrant	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accounting Fees and Services	27

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	27
Item 16.	Form 10-K Summary	27
Signatures		28

PART I
Item 1.	Business	2
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accounting Fees and Services	27
PART IV
Item 15.	Exhibits and Financial Statement Schedules	28
SIGNATURES		29

-i-

Table of Contents

FORWARD-LOOKING STATEMENTS

Certain statements discussed in Item 1 (Business), Item 3 (Legal Proceedings), Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance, or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions, or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of an initial public offering of our equity securities; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we are deemed to be a “large accelerated filer.”

~~-1-~~2

Table of Contents

PART I

Item 1. Business

Company ~~Overview~~ Overview

Specificity, Inc. (~~“Specificity”~~hereinafter or the “Company”, “we”, “our”, “us”) was incorporated in the State of Nevada on November 25, 2020, ~~and our fiscal year end is December 31~~(“Inception”). The Company’s principal ~~administrative~~headquarters ~~address~~ is ~~410~~located S.at ~~Ware~~8429 ~~Blvd~~Lorraine Rd., Suite ~~508~~377, ~~Tampa~~Lakewood Ranch, FL ~~33619~~34202. Our telephone number is (813) 364-4744.

At our core, we are a ~~digital~~full service digital marketing firm. ~~However,~~that ~~through~~delivers ~~our~~cutting-edge ~~diversified~~marketing ~~holdings,~~solutions weto ~~provide~~identify ~~various~~and ~~solutions~~market ~~that~~in ~~combine~~real-time ~~our~~to ~~marketing~~potential customers who are actively ~~expertise~~in tothe ~~provide~~buying ~~support~~cycle. ~~for~~Our ~~other~~digital ~~segments~~marketing ofsolutions ~~our~~focus ~~portfolio.~~on ~~Ultimately,~~B2B ~~Specificity~~and isB2C aconsumer ~~tech~~markets ~~incubator.~~and Wegive ~~identify~~small ~~technology-based marketing~~and ~~solution~~medium ~~entities,~~sized ~~take~~businesses a anfair ~~equity~~chance ~~share~~to ~~position~~capture inonline ~~return~~traffic. ~~for~~Our ~~utilizing~~underlying ~~our~~technology ~~internal~~solution ~~resources~~utilizes toBiToS ~~complete~~and ~~the~~Mobile ~~buildout~~Advertising ofIdentifiers (MAIDs) ~~these~~to ~~technology-based~~build ~~solutions.~~audiences, ~~Specificity~~effectively ~~then~~eliminating ~~uses~~bot ~~our~~traffic ~~marketing~~and ~~prowess~~ad towaste ~~draw~~and ~~clients~~produces toreal-time ~~these~~messaging ~~businesses.~~opportunities Weto ~~have~~reach ~~the~~target ~~internal~~audiences ~~personnel~~more toefficiently ~~complete~~than ~~these~~broad ~~projects~~based ~~and~~market ~~the~~messaging ~~marketing~~platforms. ~~capability~~We toalso ~~deliver~~implement ~~lower~~intuitive ~~advertising~~ad ~~costs~~sequencing, ~~with~~audience ~~high~~ID ~~conversion~~technology, ~~campaigns~~AI tointegration, ~~launch~~saturation ~~these~~modeling, ~~companies~~conversion ~~into~~funneling, ~~success~~CRM integration, traffic resolution, and comprehensive analytics reporting.

Our digital marketing capabilities were acquired through organic development in-house and through our efforts as a tech incubator and early adopter of innovative marketing tools. Currently, our operations are focused on 43 ~~lines~~service ofofferings within our single segment business.

~~SPECIFICITY is~~1. aTradigital ~~full~~Partners -~~service~~ ~~digital marketing firm that delivers cutting~~White-~~edge~~Label ~~marketing~~Digital ~~solutions~~Marketing toSolutions ~~business~~for toAd ~~business~~Agencies. ~~clients~~Tradigital asPartners ~~well~~is asa ~~business to~~specialized ~~consumer~~white-label ~~clients~~digital ~~and~~marketing ~~currently~~service ~~generates~~designed ~~all~~exclusively offor ~~our~~advertising ~~revenue.~~agencies ~~We’ve gone~~ to ~~painstaking~~partner ~~lengths~~their totraditional ~~develop~~campaigns ~~tools~~with ~~that~~digital. ~~allow~~This ~~us to~~solution ~~identify~~allows ~~and~~agencies ~~market~~ to ~~people~~expand ~~who~~their ~~are~~service ~~actively~~offerings inby ~~the~~providing ~~buying cycle. We take advantage of the real~~cutting-~~time~~edge ~~messaging opportunities~~ digital marketing ~~offers~~solutions tounder ~~give~~their ~~small~~own ~~and~~brand, ~~medium-sized~~without ~~businesses~~the aneed ~~fair~~for ~~chance~~in-house atexpertise ~~online~~or ~~traffic~~infrastructure.

~~BULLSEYE will~~Key ~~help~~Features ~~businesses~~& revolutionize their direct mail marketing initiatives. With Bullseye, by combining our digital approach along with traditional print marketing, clients can send direct mail to targeted people who are visiting the competition and searching for their products online. In short, we will use behavior to identify and market to people who are already in the buying cycle, increasing conversions and driving sales. BULLSEYE has no remaining build-out and awaits capital to support marketing activities.Benefits:

~~THRU THE~~· ~~FUNNEL~~Seamless isWhite-Label ~~a sales engagement platform designed to create qualified leads that help client’s sales reps do what they were hired to do~~Integration: ~~Sell!~~Agencies ~~Our~~can ~~platform~~deliver ~~targets,~~top-tier ~~engages,~~digital ~~illuminates~~marketing ~~and~~services ~~connects~~without ~~interested~~investing ~~prospects with our client’s sales team, all~~ in ~~real~~ ~~time.~~additional ~~THRU~~personnel ~~THE~~or ~~FUNNEL development is 60% complete and awaits capital to support marketing activities~~technology.

~~PICK POCKET~~· isAdvanced aData ~~do-it-yourself~~& ~~digital~~Targeting ~~marketing~~Capabilities: ~~platform~~Provides ~~for~~agencies ~~smaller~~with ~~business~~access ~~owners.~~to ~~We will use~~ behavior-based ~~device~~audience IDtargeting ~~technology to help clients discover their ideal customers~~ and market directly to their mobile devices. With no contracts, middlemen, or hidden fees, Pick Pocket lets clients control their digital marketing without worrying about agency markups making Fortune 1000 marketing capabilities available to companies with $500 thousand to $5 million in sales. The PICK POCKET buildreal-~~out is~~time ~~complete~~data ~~and awaits capital~~ to ~~support~~optimize ~~marketing~~client ~~activities~~campaigns.

~~BULLSEYE, THRU~~· ~~THE~~Scalability ~~FUNNEL~~& ~~and~~Customization: ~~PICK~~Services ~~POCKET~~can ~~illuminate~~be ~~our~~tailored ~~ability~~ to ~~identify~~fit ~~smart~~agency-specific ~~technology~~needs, toallowing ~~undertake~~for ~~and~~a ~~support~~flexible, ~~our incubation model as we build~~on-~~out~~demand ~~new,~~partnership ~~innovative ideas~~model.

~~In addition~~· toComprehensive ~~Device~~Support ID& ~~extraction~~Training: Ensures agencies and ~~programmatic~~their ~~display,~~teams ~~Specificity~~are ~~offers~~fully aequipped ~~whole~~to ~~host~~leverage ofthe ~~marketing~~platform ~~services~~for ~~including:~~client success.

●Tradigital ~~Email~~Partners ~~Marketing~~empowers ad agencies to compete in an increasingly digital world by offering best-in-class solutions without the overhead or complexity of developing them in-house.

●2. ~~Automated~~Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for small and medium-sized businesses (SMBs). Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands.

●Key ~~Retargeting~~Features ~~Marketing~~& Benefits:

●· ~~Content~~Cost-Effective ~~Marketing~~Ad Tech: Offers sophisticated digital marketing tools at a fraction of the cost of traditional enterprise solutions.

~~● Social Media Content Creation~~3

●Table ~~Digital~~of ~~Production Marketing~~Contents

●· ~~Creating~~Behavior-Based ~~Brand~~Targeting: ~~Standards~~Uses real-time consumer behavior data to improve ad efficiency and minimize wasted spend.

●· ~~Logo~~Simple ~~Creation~~& Scalable: Provides small businesses with a user-friendly platform that can scale as they grow.

~~-2-~~· Omnichannel Marketing Solutions: Integrates with multiple advertising channels, including social media, search, and display networks.

~~Table~~Put-Thru ofdemocratizes ~~Contents~~digital marketing by making high-quality, data-driven advertising accessible to SMBs, ensuring they reach the right audience without overspending.

●3. ~~Website~~PickPocket ~~Creation~~- DIY Digital Marketing Platform for Small Business Owners. Pick Pocket is a do-it-yourself (DIY) digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pick Pocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of PickPocket is to directly target your competitors.

●Key ~~Brochure~~Features ~~Creation~~& Benefits:

●· ~~Print~~DIY-Friendly ~~Marketing~~Interface: A user-friendly platform that empowers business owners to create and launch campaigns without marketing expertise.

●· ~~Targeted~~Behavior-Based ~~Print~~ID ~~Campaigns~~Targeting: Identifies and reaches high-intent consumers based on real-time behaviors, increasing campaign effectiveness.

●· ~~Google~~Cost-Effective ~~and~~Marketing ~~Bing~~Solution: ~~Display~~Eliminates ~~Ads~~the need for expensive agency services by giving small businesses direct access to advanced marketing tools.

●· ~~Google~~Mobile-First ~~and~~Approach: ~~Bing~~Optimizes ~~Pay~~ad ~~per~~delivery ~~Click~~for ~~Campaigns~~mobile devices, ensuring businesses engage customers where they spend the most time.

●Although ~~Google~~fully ~~Local~~developed, ~~Service~~Pick ~~Ads~~Pocket has not yet generated revenue, presenting an opportunity for future monetization strategies, including subscriptions, performance-based pricing, or value-added services.

●Strategic ~~Text (SMS) Campaigns~~Vision

●We ~~Search~~are ~~Engine~~a ~~Optimization~~technology company with 2 core missions:

●· ~~Blog~~First, ~~Creation~~we endeavor to deliver the latest digital marketing technology to companies of all sizes making them nationally, regionally, and locally competitive. In this capacity, we come to the table already vertically integrated and capable of executing any size campaign flawlessly.

●· ~~Voice~~Secondarily, ~~Marketing~~Specificity is a tech incubator. We identify technology-based marketing solutions, take an equity share position in return for utilizing our internal resources to complete the buildout of technology-based solutions, and then using our marketing prowess to draw clients to these businesses. We have the internal personnel to successfully complete these projects and our marketing capabilities will deliver lower advertising costs to launch new projects making growth faster to attain.

●Our ~~Radio~~Target ~~Commercial~~Market ~~Creation~~in Digital Marketing

●As ~~Influencer~~a ~~Marketing~~digital ~~Collaboration~~marketing agency, we are often an early adopter of innovative digital marketing tools. Our team keeps our clients ahead of the technology curve instead of chasing it. Our ability to identify audiences in granular ways other tech companies have given up on, positions us well to deliver better results at lower costs. By delivering ads to more targeted audiences, our clients enjoy the benefit of focusing their digital spend on audiences that make sense for their products and services. While the large social media/tech companies are eliminating or limiting access to targeting tools, we continue to add better targeting tools all the time.

~~● Proximity Marketing~~4

~~Strategic Vision~~Table of Contents

~~Specificity~~As digital marketing continues to evolve, we often find ourselves with ~~Inc~~an incredibly unique opportunity to evolve our digital marketing tool and services to better serve the needs of our broader market. isWhile the large tech companies and social media firms are removing targeting mechanisms from their platforms, businesses are waking up to the fact that more targeted audiences lower their cost per acquisition (or “CPA”) and dramatically improve their return on investment (“ROI”). As each day goes by, business owners have learned that the less targeted their campaigns are the more money and time they waste. Reaching the audiences they were easily able to reach just a ~~technology~~few ~~company~~years back is made more expensive with 2the ~~core~~removal ~~missions:~~of targeting mechanisms. It is all done in the name of political correctness, but it is obvious to most, that their true motivation is to drive ad spend up to drive revenue for themselves.

1)All ~~First,~~of wethese ~~endeavor~~events put us in a great position to ~~deliver~~acquire new clients in mass. Our capital raises will in large part be used to grow our sales team in two regions initially and then expand quickly thereafter. The two regions we are starting with are the ~~latest~~Tampa ~~digital~~and ~~marketing~~New ~~technology~~England markets and will be targeting medium sized clients with revenues between $5 million and $25 million (“Target Market”). The revenue target speaks to ~~companies~~both retainer and retention. We know that clients with this type of ~~all~~revenue ~~sizes~~typically ~~making~~have ~~them~~internal ~~nationally,~~marketing ~~regionally,~~teams that are more suited to understand analytics and ~~locally~~can ~~competitive~~more easily track results and leverage our digital marketing tools and services. InWhen this ~~capacity~~is the case, wethese ~~come~~clients tostay longer and are more active in running the ~~table~~campaign ~~already~~making ~~vertically~~it ~~integrated~~far easier to produce new creative campaigns and ~~capable~~get ofit ~~executing~~approved ~~any~~more ~~size~~quickly, a critical component for campaign ~~flawlessly~~optimization.

2)We ~~Secondarily,~~know ~~Specificity~~from isexperience ain ~~tech~~the ~~incubator.~~marketplace Wethat ~~identify~~clients ~~technology-based~~in ~~marketing~~our ~~solutions~~Target Market spend on average $5,100 ~~take~~per anmonth ~~equity~~and ~~share~~this ~~position~~data inpoint ~~return~~is ~~for~~important ~~utilizing~~because ~~our~~it ~~internal~~enable ~~resources~~us to ~~complete~~set ~~the~~our ~~buildout~~pricing ofat ~~technology-based~~levels ~~solutions,~~that ~~and~~can ~~then~~sustain projected ~~using~~profitability ~~our~~after ~~marketing~~accounting ~~prowess~~for tosales ~~draw~~expenses ~~clients~~and tothe ~~these~~overhead ~~businesses.~~required Weto ~~have~~execute ~~the~~a ~~internal~~digital ~~personnel~~marketing tocampaign ~~successfully~~for ~~complete~~a ~~these~~client. Both ~~projects~~Tampa and ~~our~~the ~~marketing~~New ~~capabilities~~England ~~will~~region ~~deliver~~have ~~lower~~a ~~advertising~~plethora ~~costs~~of tocompanies ~~launch~~that ~~new~~fall ~~projects~~into ~~making~~our ~~growth~~Target ~~faster~~Market ~~to attain~~approach.

~~Digital~~We believe our 2025 focus will continue to be achieving sequential ~~Marketing~~revenue growth and adding additional vertically integrated marketing solution capabilities our clients demand. We expect a portion of our capital raise in 2025 will be spent on business development, development and/or acquisition of additional digital marketing capabilities and hiring subject matter expertise to support our infrastructure and public company reporting requirements. Having a well-trained staff in place will not only allow for the expeditious on-boarding of new clients but will also go a long way in retaining clients we bring on. Strong client retention is foundational to long-term success in our business. We have already automated much of what we do so the length of time required to properly train people is drastically reduced.

~~As a~~Tech digital marketing agency, Specificity is an early adopter of innovative digital marketing tools. Our team keeps our clients ahead of the technology curve instead of chasing it. Our ability to identify audiences in granular ways other tech companies have given up on, positions us well to deliver better results at lower costs. By delivering ads to more targeted audiences, our clients enjoy the benefit of focusing 100% of their digital spend on audiences that make sense for their products and services. While the large social media/tech companies are eliminating or limiting access to targeting tools, we continue to add better targeting tools all the time.Incubator

As In the digital marketing ~~continues to evolve~~space, ~~Specificity~~there ~~finds~~are ~~itself~~numerous ~~with~~opportunities anfor project ~~incredibly unique opportunity~~completion. ~~While~~Men ~~the large tech companies~~ and ~~social~~women ~~media~~across ~~firms~~the ~~are~~country ~~removing~~have ~~targeting~~great ~~mechanisms~~ideas ~~from~~but ~~their~~not ~~platforms,~~the ~~businesses~~resources ~~are waking up~~ to ~~the~~finish ~~fact that more targeted audiences lower~~ their ~~CPA (cost per acquisition) and dramatically improve their ROI~~projects. AsOur ~~each~~model ~~day~~is ~~goes by~~simple, ~~business owners have learned~~ ~~that~~once ~~the~~we ~~less~~identify ~~targeted~~these ~~their~~opportunities, ~~campaigns~~we ~~are~~will ~~the~~negotiate ~~more~~an ~~money~~equity ~~and~~share ~~time~~position ~~they~~in ~~waste.~~return ~~Reaching~~for ~~the~~using ~~audiences~~our ~~they~~resources ~~were easily able~~ to ~~reach just~~complete ~~a few years back is made more expensive with~~ the ~~removal of targeting mechanisms~~buildout. These Itresources isinclude ~~all~~our ~~done~~website indesign ~~the~~team, ~~name of political correctness~~programmers, ~~but~~ itgraphic ~~is obvious to most~~designers, ~~that~~digital ~~their~~marketers ~~true~~and ~~motivation is to drive ad spend up to drive revenue for themselves~~management.

~~All of~~Due ~~these events put Specificity in a great position~~ to ~~acquire~~the ~~new~~nature ~~clients~~of inwhat ~~mass.~~we ~~Our~~do, ~~capital~~we ~~raise~~welcome ~~will~~these inprojects ~~large~~with ~~part~~both the beability ~~used~~ to ~~grow our~~help ~~sales~~complete ~~team~~them ~~in two regions initially~~ and ~~then expand quickly thereafter. The two regions we are starting with are~~ the ~~Tampa~~ability ~~and New England markets and will be targeting clients with revenues between$5,000,000 and $25,000,000. The revenue target speaks~~ to ~~both~~market ~~retainer and retention~~them. We ~~know~~can ~~that~~identify ~~clients~~the ~~with~~audience ~~this~~most ~~type~~likely ofto ~~revenue~~use ~~typically~~them ~~have~~and ~~internal~~then ~~marketing~~aggressively advertise ~~teams~~to that ~~are more suited to understand analytics and can more easily track results~~audience. ~~When~~Our ~~this~~goal ~~is the case, these clients stay longer and are more active~~ in ~~running~~doing ~~the~~so ~~campaign making~~is ~~it far easier~~ to ~~produce~~spin ~~new~~them ~~creative~~off ~~and~~into ~~get~~their itown ~~approved~~company ~~more~~and ~~quickly,~~then atake ~~critical~~our ~~component~~profit ~~for~~when ~~campaign~~the ~~optimization~~time is right.

~~We also~~Going know that clients with these revenues spend on average, $5,100 per month. This is important because this retainer level ensures profitability after accounting for sales expense and the overhead required to execute a campaign. While Specificity welcomes smaller businesses as well as larger businesses, targeting these size companies through our sales efforts will ensure both long-term retention and profitability. Both Tampa and the New England region have a plethora of companies that fall into this category. Tampa has 9,991 companies with annual revenue between 5 and 25 million. (insert breakdown provided here for Tampa as well as New England here) The New England market boasts far more in our targeted range.Concern

~~-3-~~As reflected in the accompanying audited financial statements, during the year ended December 31, 2023, we incurred a net loss of $1,069,636 and used cash of $603,658 in operating activities. Although we have been able to generate revenue from contracts with customers since inception, our ability to continue as a going concern is dependent on our ability to raise capital to implement our business plan and then generate sufficient revenues to generate positive net income and cash flow.

~~Table of Contents~~5

~~In addition~~Table to being home to many companies we seek to engage, there is another reason these two regions were selected. Kevin Frisbie is an investor in Specificity and possesses a long track record for running highly productive sales teams. He will be recruiting, training and managing the sales team in the New England market and clearly has a vested interest in its’ success. Our CEO, Jason Wood, similarly possesses a long track record for managing sales teams and will be recruiting, training and managing the team in the Tampa market. Between the two of ~~these seasoned pros, growing their respective markets should be accomplished in the timeline provided in the projections.~~Contents

~~While~~During 2024, our ability to raise additional equity capital was delayed due to circumstances beyond our control when we ~~project~~learned ~~strong~~about ~~revenue~~the ~~growth~~SEC’s inenforcement ~~2022,~~proceedings against our ~~other~~former ~~mission~~audit isfirm toBF ~~buildout~~Borgers ~~internal~~CPA ~~capacity~~PC toand ~~facilitate~~its ~~growth~~owner, Benjamin F. ABorgers, ~~portion~~where in the SEC charged them with deliberate and systematic failures to comply with PCAOB standards in their audits and reviews of ~~our~~hundreds ~~capital~~of public companies, which were incorporated in more than ~~raise~~1,500 ~~will~~SEC gofilings ~~towards~~from ~~that~~January ~~end~~2021 through June 2023. ~~Having~~We adismissed ~~well-trained~~BF ~~staff~~Borgers inCPA ~~place~~PC ~~will~~as ~~not~~our ~~only~~external ~~allow~~audit ~~for~~firm ~~the~~and ~~expeditious~~hired ~~on-boarding~~CM3 Advisory to conduct our annual audit and reaudit of ~~new~~any ~~clients but~~prior ~~will~~periods ~~also~~impacted goby athe ~~long~~SEC ~~way~~proceedings inagainst ~~retaining~~our ~~clients~~former weaudit ~~bring~~firm onBF Borgers CPA PC. ~~Strong~~As ~~client~~of ~~retention~~result, isour ~~foundational~~ability to ~~long-term~~submit ~~success~~our inquarterly and annual audited financial statements was delayed, which caused us to be late filing our ~~business~~financial statements. We ~~have~~In ~~already~~the ~~automated~~interim ~~much~~while ofour ~~what~~financial statements were being audited by our new external audit firm, we doraised capital sothrough ~~the~~short ~~length~~term bridge loans and also entered into a 24-month Strata Purchase Agreement with a private investor who committed to purchase up to $5,000,000 of ~~time~~our ~~required~~registered common stock. We intend to ~~properly~~leverage ~~train~~this ~~people~~Strata isPurchase ~~drastically~~Agreement ~~reduced~~to efficiently raise equity to execute our full business plan upon completion of our 2023 annual audit.

~~Tech~~As a reminder there is no guarantee that we will be able to raise sufficient ~~Incubator~~capital or generate a level of revenue to sustain our planned operations or that we will ever be profitable. Our 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 we ultimately be unable to continue as a going concern.

In the digital marketing space, there are numerous opportunities for project completion. Men and women across the country have great ideas but not the resources to finish their projects. Our model is simple, once we identify these opportunities, we will negotiate an equity share position in return for using our resources to complete the buildout. These resources include our website design team, programmers, graphic designers, digital marketers and management.Competition

~~Due~~Specificity tooperates ~~the~~in ~~nature~~a ofhighly ~~what~~competitive weand ~~do,~~fragmented weindustry. We ~~welcome~~compete ~~these~~for ~~projects~~business ~~with~~and ~~both~~talent with the ~~ability~~operating tosubsidiaries ~~help~~of ~~complete~~large ~~them~~global ~~and~~holding ~~the~~companies ~~ability~~such toas ~~market~~Omnicom ~~them~~Group Inc., Interpublic WeGroup ~~can~~of ~~identify~~Companies, ~~the~~Inc., ~~audience~~WPP ~~most~~plc, ~~likely~~Publicis toGroupe ~~use~~SA, ~~them~~Dentsu Inc. and ~~then~~Havas ~~aggressively~~SA, ~~advertise~~as towell as with numerous independent agencies that ~~audience~~operate in multiple markets. Our ~~goal~~Partner inFirms ~~doing~~also soface iscompetition tofrom ~~spin~~consultancies, like Accenture and Deloitte, tech platforms, media companies ~~them~~and ~~off~~other ~~into~~services ~~their~~firms ~~own~~that ~~company~~offer related services. We must compete with all of these other companies to maintain and ~~then~~grow ~~take~~existing client ~~our~~relationships ~~profit~~and ~~when~~to ~~the~~obtain ~~time~~new isclients ~~right~~and assignments.

~~PickPocket~~We compete at this level by providing clients with innovative marketing solutions that leverage the full power of data, technology, and superior creativity. Specificity also benefits from cooperation among its entrepreneurial Partner Firms, which enables Specificity to service the full range of global clients’ varied marketing needs through custom integrated solutions. Additionally, Specificity’s maintenance of separate, independent operating companies enables Specificity to effectively manage potential conflicts of interest by representing competing clients across its network.

This model is being proven now. Specificity acquired, then completed a digital marketing platform called PickPocket. It offers its users location-based device ID extraction in a self-serve platform wherein users can define the parameters of their own campaign. It aims to compete with the marketing mechanisms in social media companies. Just as they are removing targeting capabilities, PickPocket will hit the market offering very granular targeting. Users on PickPocket are in total control of their campaign and can dictate spend level, locations to target, and the duration of the campaign. Forty-eight hours after the campaign is complete, PickPocket clients get an email containing detailed analytics, including foot traffic attribution reporting. This reporting tells the client how many people physically visited their location out of all the device IDs that were marketed to during the campaign. The report also contains tracking for impressions, clicks, form fills, and ecommerce conversions where appropriate. We have launched PickPocket and will be fully capitalizing the marketing through fiscal year 2023.Clients

~~The~~As discussed above in more detail under the section titled “Our ~~Investor~~Target ~~Center~~Market in Digital Marketing”, our Target Market is medium sized clients with revenues between $5 million and $25 million that exhibit a long term retention with an average of $5,100 per month in digital marketing services or spend. Our general geographic focus currently is in the Tampa Bay and New England areas. We will expand scope of our geographic focus in the future as we develop success in our primary markets. Due to the nature of our business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer would have a material adverse effect on our results of operations. In future periods, we will continue to focus on diversifying our revenue by increasing the number of our customer contracts and seeking out partnerships that will allow us to increase our customer reach beyond our limited reach.

~~Another project~~Intellectual we have brought in-house is the Investor Center. This is an online portal allowing investors to completely customize their own user experience. They can choose what news feeds to populate on their home screen, which stocks to follow, what industries to track, which OTC companies to follow, which companies seeking private investment to keep track of and much, much more. This service is subscription based.Property

~~In addition~~Intellectual property rights are important to ~~providing~~our ~~users~~business. ~~with~~We believe we will come to rely on a ~~customized~~combination ~~experience~~of patent, ~~The~~copyright, ~~Investor~~trademark, ~~Center~~service ~~brings~~mark, ~~together~~trade ~~companies~~secret ~~seeking~~and ~~investment~~other ~~with~~rights ~~brokers,~~in the United States ~~investors~~and other jurisdictions, as well as confidentiality procedures and ~~private~~contractual ~~equity~~provisions ~~firms~~to protect our proprietary technology, processes and other intellectual property. ~~Paid~~We ~~advertising~~will onprotect ~~the~~our ~~platform~~intellectual isproperty ~~available~~rights ~~for~~in ~~companies~~a ~~seeking~~number toof ~~garner~~ways ~~investor~~including ~~attention~~entering into confidentiality orand ~~for~~other ~~brokers~~written ~~seeking~~agreements towith ~~offer~~our ~~their~~employees, ~~services~~customers, consultants and partners in an attempt to ~~investors.~~control ~~There~~access ~~are~~to ~~many~~and ~~revenue~~distribution of ~~streams~~our ~~available,~~documentation and other proprietary technology and other information. Despite our ~~sales~~efforts ~~team~~to ~~will~~protect ~~investigate~~our proprietary rights, third ~~every~~parties ~~available~~may, ~~opportunity~~in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology.

Currently, we have completed the website buildout with full functionality and will be launching very soon. The future goal for the investor center is to utilize a full stack developer to turn this into a native app for iPhone and Android.6

~~-4-~~Table of Contents

~~Table~~U.S. patent filings are intended to provide the holder with a right to exclude others from making, using, selling or importing in the United States the inventions covered by the claims of ~~Contents~~granted patents. Our patents, including our pending patents, if granted, may be contested, circumvented or invalidated. Moreover, the rights that may be granted in those issued and pending patents may not provide us with proprietary protection or competitive advantages, and we may not be able to prevent third parties from infringing those patents. Therefore, the exact benefits of our issued patents and, if issued, our pending patents and the other steps that we have taken to protect our intellectual property cannot be predicted with certainty.

~~Going Concern~~Seasonality

~~As reflected~~Our inbusiness ~~the~~is ~~accompanying~~not ~~financial~~seasonal. ~~statements~~However, ~~during~~our ~~the~~revenues ~~year ended December 31, 2022, the Company incurred a net loss of $4,344,532~~ and ~~used cash of $2,036,911 in~~ operating ~~activities. The Company’s continuation as a going concern is dependent on its ability~~results tomay ~~generate~~vary ~~sufficient~~significantly ~~cash flows~~ from ~~operations~~ quarter-to ~~meet its obligations~~-quarter, ~~which~~due itto ~~has~~revenues ~~not~~earned ~~been~~on ~~able~~contracts todue ~~accomplish~~ to ~~date,~~one ~~and/~~or ~~obtain additional~~more ~~financing~~of ~~from~~the ~~its~~following ~~stockholders and/or other third parties.~~reasons:

~~In order~~· toOnboarding ~~further~~of ~~implement~~clients ~~its business plan~~ and ~~satisfy~~launching ~~its~~their ~~working~~specific ~~capital~~digital ~~requirements,~~marketing ~~the Company will need to raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all.~~services

~~There is~~· noLarge ~~assurance~~one-time ~~that~~digital ~~the~~marketing ~~Company~~campaigns ~~will~~requested ~~ever~~by beour profitable. These 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.clients

~~Competition~~· Seasonality of a client’s business which impacts digital marketing services and spend requirements

~~Specificity operates~~· inProduct aor ~~highly~~service ~~competitive~~launches ~~and~~or ~~fragmented~~discontinuation ~~industry.~~by Wea compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., Interpublic Group of Companies, Inc., WPP plc, Publicis Groupe SA, Dentsu Inc. and Havas SA, as well as with numerous independent agencies that operate in multiple markets. Our Partner Firms also face competition from consultancies, like Accenture and Deloitte, tech platforms, media companies and other services firms that offer related services. We must compete with all of these other companies to maintain and grow existing client ~~relationships and to obtain new clients and assignments.~~

~~We compete~~· atChange ~~this~~in ~~level~~control byof ~~providing~~ownership ~~clients~~events ~~with innovative marketing solutions~~ that ~~leverage~~may ~~the~~affect ~~full~~client ~~power~~spend ~~of data, technology,~~ and ~~superior~~ creativity. Specificity also benefits from cooperation among its entrepreneurial Partner Firms, which enables Specificity to service the full range of global clients’ varied marketing needs through custom integrated solutions. Additionally, Specificity’s maintenance of separate, independent operating companies enables Specificity to effectively manage potential conflicts of interest by representing competing clients across its network.timing

~~Clients~~· Directed increase or decreases in marketing campaigns as directed by a client

~~Specificity plans~~· toThe ~~solicit~~commencement ~~entities generating annual revenues between $5,000,000~~ and ~~$25,000,000~~completion ~~in revenues. In evaluating potential clients we consider long term retention with an average~~ of $5,100 per month in services. This will ensure that long term-term retention and profitability for the Company. Our general geographic focus currently is in the Tampa Bay and New England areas. We will expand scope of our geographic focus in the future as we develop success in our primary markets. Due to the nature of our business and the relative size of certain contracts, ~~which~~during ~~are entered into in the ordinary course of business, the loss of~~ any ~~single~~particular ~~significant customer would have a material adverse effect on our results of operations~~quarter. In future periods, we will continue to focus on diversifying our revenue by increasing the number of our customer contracts and seeking out partnerships that will allow us to increase our customer reach beyond our limited reach.

~~Intellectual~~Because a portion of our expenses, such as personnel and platform costs, ~~Property~~are fixed in the short term, successful contract performance and variation in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.

Our intellectual property rights are important to our business. We believe we will come to rely on a combination of patent, copyright, trademark, service mark, trade secret and other rights in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our proprietary technology, processes and other intellectual property. We will protect our intellectual property rights in a number of ways including entering into confidentiality and other written agreements with our employees, customers, consultants and partners in an attempt to control access to and distribution of our documentation and other proprietary technology and other information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology.Employees

~~U.S. patent~~As ~~filings~~of ~~are~~December ~~intended to provide the holder with a right to exclude others from making~~31, ~~using~~2023, ~~selling~~we orhad ~~importing~~approximately in8 ~~the~~full-time ~~United~~employees. ~~States~~We ~~the~~contract ~~inventions~~with ~~covered~~independent byconsultants ~~the~~and ~~claims~~employ oftemporary ~~granted~~or ~~patents.~~full-time ~~Our~~employees ~~patents,~~as ~~including~~needed. ~~our~~Potential ~~pending~~employees ~~patents,~~possessing ifthe ~~granted, may be contested,~~unique ~~circumvented~~qualifications orrequired ~~invalidated.~~are ~~Moreover,~~readily ~~the~~available ~~rights~~for ~~that~~both ~~may~~part-time ~~be granted in those issued~~ and ~~pending~~full-time ~~patents~~employment. ~~may~~The ~~not~~primary ~~provide~~method usof ~~with~~soliciting ~~proprietary~~personnel ~~protection~~is orthrough ~~competitive~~recruiting ~~advantages,~~resources ~~and~~directly weutilizing ~~may~~all ~~not~~known besources ~~able~~including toelectronic ~~prevent third parties from infringing those patents. Therefore~~databases, ~~the~~public ~~exact benefits of our issued patents and~~forums, ~~if issued, our pending patents~~ and ~~the~~personal ~~other steps that we have taken to protect our intellectual~~networks ~~property~~of ~~cannot~~friends beand ~~predicted~~former ~~with certainty~~co-workers.

We believe that our future success will depend in part on our continued ability to offer competitive market compensation packages to attract and retain highly skilled, highly motivated and disciplined managerial, technical, sales and support personnel. In addition, confidentiality and non-5-disclosure agreements are in place with many of our clients, employees and consultants and such agreements are included our policies and procedures. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.

~~Table~~Corporate ~~of Contents~~Information

~~Seasonality~~We incorporated under the laws of the State of Nevada on November 25, 2020, as Specificity, Inc. On September 13, 2022, we filed Form S-1 with the SEC, which was deemed effective on August 2, 2023.

Our business is not seasonal. However, our revenues and operating results may vary significantly from quarter-to-quarter, due to revenues earned on contracts, the commencement and completion of contracts during any particular quarter. Because a portion of our expenses, such as personnel and facilities costs, are fixed in the short term, successful contract performance and variation in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.7

~~Employees~~Table of Contents

~~As of~~Our ~~December~~principal 31executive offices are located at 8429 Lorraine Rd., ~~2022~~Suite 377, weLakewood ~~had~~Ranch, ~~approximately~~FL 2034202. ~~full~~Our telephone number is (813) 364-~~time~~4744. ~~employees~~Our internet address www.specificityinc.com. Information on our website is not incorporated into this Form 10-K. We ~~periodically~~make ~~engage~~available ~~additional~~free ~~consultants~~of ~~and~~charge ~~employ~~through ~~temporary~~our website our Annual Report on Form 10-K, orQuarterly ~~full~~Reports on Form 10-~~time~~Q, ~~employees~~current asreports ~~needed.~~on ~~Potential~~Form ~~employees~~8-K, ~~possessing~~and ~~the~~amendments ~~unique~~to ~~qualifications~~those ~~required~~reports ~~are~~filed ~~readily~~or ~~available~~furnished ~~for~~pursuant ~~both~~to ~~part-time~~Section 13(a) ~~and~~or ~~full-time~~15(d) ~~employment.~~of ~~The~~the ~~primary~~Securities ~~method~~Exchange Act of ~~soliciting~~1934 ~~personnel~~as issoon ~~through~~as ~~recruiting~~reasonably ~~resources~~practicable ~~directly~~after ~~utilizing~~we ~~all~~electronically ~~known~~file ~~sources including~~such ~~electronic~~material ~~databases~~with, ~~public~~or furnish ~~forums~~it to, the United States Securities and ~~personal~~Exchange ~~networks~~Commission of(the ~~friends~~“SEC”). The SEC maintains an Internet site that contains reports, proxy and ~~former~~information ~~co-workers~~statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~We believe~~Item that our future success will depend in part on our continued ability to offer market competitive compensation packages to attract and retain highly skilled, highly motivated and disciplined managerial, technical, sales and support personnel1A. InRisk addition, confidentiality and non-disclosure agreements are in place with many of our customer, employees and consultants and such agreements are included our policies and procedures. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.Factors

~~Corporate~~Generally, as a smaller reporting and emerging growth company, we are ~~Information~~permitted to omit risk factors. However, we believe the following Risk Factors are material to our business. These do not encompass all risks related to our operations.

~~The Company~~You ~~was~~should ~~incorporated~~carefully ~~under~~consider the ~~laws~~risks described below together with all of the ~~State~~other ofinformation ~~Nevada~~included onin ~~November~~this ~~25,~~annual ~~2020,~~report asbefore ~~Specificity,~~making ~~Inc~~an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and isuncertainties that ~~referred~~could cause actual results to asdiffer ~~the~~materially ~~“Company”~~from those set forth in or implied by forward-looking statements. If any of the following Onrisks ~~September~~actually 13occurs, ~~2022~~our business, ~~the~~financial ~~Company~~condition ~~filed~~or ~~Form~~results ~~S-1~~of ~~with~~operations ~~the~~could ~~SEC~~be harmed. In that case, ~~which~~you ~~was~~may ~~deemed~~lose ~~effective~~all onor ~~September~~part of 23your investment. In addition to the other information provided in this prospectus, ~~2022~~you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.

~~Our principal~~Risks ~~executive~~Related ~~offices~~to ~~are located at 410 S. Ware Blvd., Suite 508, Tampa, Florida 33619.~~ Our ~~telephone~~Financial number is (813)364-4744. Our internet address www.specificityinc.com. Information on our website is not incorporated into this Form 10-K. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the United States Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Condition

~~Item~~Since our inception, we have been insolvent and have required ~~1A.~~debt ~~Risk~~and ~~Factors~~equity financing to maintain operations.

~~Generally~~Since our inception, we have failed to create cashflows from revenues assufficient ato ~~smaller~~cover ~~reporting~~our ~~company,~~costs and this makes it difficult for us to evaluate our future business prospects with any degree of certainty. We expect we ~~are~~will ~~permitted~~continue to ~~omit~~rely ~~risk~~on ~~factors~~debt and equity financing. ~~However~~Equity financing, wein ~~believe~~particular, ~~the~~has ~~following~~created ~~Risk~~a ~~Factors~~dilutive ~~are~~effect ~~material~~on toour common stock, which has hampered our ~~business~~ability to attract reasonable financing terms. ~~These~~For dothe ~~not~~foreseeable ~~encompass~~future, ~~all~~we ~~risks~~will ~~related~~continue to rely upon debt and equity financing to maintain operation of our ~~operations~~company.

~~You should~~We ~~carefully~~have ~~consider~~generated ~~the~~minimal ~~risks~~revenues ~~described~~from ~~below~~operations, ~~together~~which ~~with all of the other information included in this annual report before~~makes ~~making~~it andifficult ~~investment~~for ~~decision~~us ~~with regard~~ to evaluate our ~~securities.~~future ~~The~~business ~~statements~~prospects ~~contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks~~ and ~~uncertainties~~make ~~that~~decisions ~~could~~based ~~cause~~on ~~actual results to differ materially from~~ those ~~set~~estimates ~~forth in or implied by forward-looking statements. If any~~ of ~~the following risks actually occurs,~~ our ~~business,~~future ~~financial condition or results of operations could be harmed~~performance. In that case, you may lose all or part of your investment. In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.

~~-6-~~For the year ended December 31, 2023, we generated insufficient revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Our projections are based upon our best estimates on future growth. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in our digital marketing revenues, cost of revenues, or general and administrative expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

~~Table~~There ofis ~~Contents~~substantial doubt about our ability to continue as a going concern and if we are unable to generate significant revenue or secure additional financing, we may be unable to implement our business plan and grow our business.

~~Risks~~We are an emerging growth company with growing revenues; however, we ~~Related~~are not yet at scale. We are in the process of ramping up our sales capabilities and future developing and refining our digital marketing services. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue next fiscal year. Our ~~Financial~~independent ~~Condition~~registered public accounting firm has indicated in their report that these conditions raise substantial doubt about our ability to continue as a going concern for a period of 12 months from the issuance date of this report. The continuation of our business as a going concern is dependent upon the continued financial support from our stockholders.

~~Since our inception, we have been insolvent and have required debt and equity financing to maintain operations.~~8

~~Since our~~Table inception, we have failed to create cashflows from revenues sufficient to cover basic costs. As a result, we have relied heavily on debt and equity financing. Equity financing, in particular, has created a dilutive effect on our common stock, which has hampered our ability to attract reasonable financing terms. For the foreseeable future, we will continue to rely upon debt and equity financing to maintain operation of ~~the Company and its subsidiaries.~~Contents

There is uncertainty regarding our ability to grow our business to a greater extent than we can with our existing financial resources, also described above, without additional financing. We entered into ~~have~~a ~~generated~~24-month ~~minimal~~Strata ~~revenues~~Purchase ~~from~~Agreement ~~operations~~with a private investor who committed to purchase up to $5,000,000 ~~which~~of ~~makes~~our itregistered ~~difficult~~common ~~for~~stock at usa discounted price to ~~evaluate~~market. We intend to leverage this Strata Purchase Agreement to raise equity necessary to execute its full business plan upon completion of our 2023 annual audit. This source of financing is a short-term solution to our financing and growth needs. We have no other firm agreements, commitments, or understandings to secure additional financing at this time. Our long-term future ~~business~~growth and ~~prospects~~success is dependent upon our ability to continue selling our digital products and ~~make~~services, ~~decisions~~generate cash from operating activities ~~based~~and obtain additional financing on ~~those~~favorable ~~estimates~~terms. There is no assurance that we will be able to continue selling our digital products and services, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ~~future~~ability ~~performance~~to grow our business to a greater extent than we can with our existing financial resources, also described above.

~~As of~~Expenses ~~December~~required ~~31,~~to ~~2022,~~operate weas ~~had generated insufficient revenues. As~~ a ~~consequence,~~public itcompany iswill ~~difficult,~~reduce funds ifavailable ~~not impossible,~~ to ~~forecast~~implement our ~~future results~~business ~~based~~plan ~~upon~~and ~~our~~could ~~historical~~negatively ~~data. Our~~affect ~~projections are based upon~~ our ~~best~~stock ~~estimates~~price onand ~~future~~adversely ~~growth.~~affect ~~Because of the related uncertainties, we may be hindered in~~ our ~~ability~~results ~~to anticipate and timely adapt to increases or decreases in sales, revenues, or expenses. If we make poor budgetary decisions as a result~~ of ~~unreliable data~~operations, ~~we may never become profitable or incur losses, which may result~~ incash aflow ~~decline~~and infinancial ~~our stock price~~condition.

~~There is~~Operating ~~substantial~~as ~~doubt~~a ~~about~~public ~~our~~company ~~ability~~is tomore ~~continue~~expensive than operating as a private ~~going~~company. ~~concern~~Public companies have additional administrative and transactional costs to comply with securities laws and periodic compliance filing requirements, which require us to engage third party firms that provide legal, accounting, tax planning and compliance, investor relations, stock transfer agent fees (which are often transactional and expensive) and other professionals that could be costlier than planned if we ~~are~~enter ~~unable~~into more complex business transactions. We may reach a point where we may be required to ~~generate~~hire ~~significant~~an ~~revenue~~internal orteam ~~secure~~of similar experts to comply with additional ~~financing,~~SEC reporting requirements as we ~~may~~grow and scale our business. We anticipate that the cost of SEC reporting will be ~~unable~~approximately $150,000 annually to ~~implement~~meet our ~~business~~regulatory ~~plan~~compliance filing requirements. We expect annual costs to rise as many of these third party firms are experiencing staffing cost increases and ~~grow~~are ~~our~~passing ~~business~~those costs onto their clients.

~~We are~~Our anfailure ~~emerging~~to ~~growth~~comply ~~company~~with reporting requirements and ~~are~~other inprovisions of ~~the~~securities ~~process~~laws ofcould ~~selling~~negatively affect our stock price and ~~developing~~adversely affect our ~~products.~~results ~~Consequently~~of operations, wecash ~~have~~flow ~~not~~and ~~generated~~financial ~~enough~~condition. ~~revenues~~If aswe offail ~~the~~to ~~date~~meet ofthese ~~this~~requirements, ~~prospectus.~~we Wewill ~~have~~be anunable ~~accumulated~~to ~~deficit~~secure ~~and~~a ~~have~~qualification ~~incurred~~for ~~operating~~quotation ~~losses~~of ~~since~~ our ~~inception~~securities ~~and~~on the OTCQB, or if ~~expect~~we ~~losses~~have tosecured ~~continue~~a ~~during~~qualification, we may lose the ~~remainder~~qualification ofand ~~fiscal~~our ~~2023.~~securities ~~Our~~would ~~independent~~no ~~registered~~longer ~~public~~trade ~~accounting~~on ~~firm~~the ~~has~~OTCQB. ~~indicated~~Further, inif ~~their~~we fail ~~report~~to ~~that~~meet these ~~conditions~~obligations ~~raise~~and ~~substantial~~consequently ~~doubt~~fail ~~about~~to satisfy our ~~ability~~SEC toreporting ~~continue~~obligations, asinvestors awill ~~going~~then ~~concern~~own ~~for~~stock in a ~~period~~company ofthat does 12not ~~months~~provide ~~from~~ the ~~issuance~~disclosure ~~date~~available ofin ~~this~~quarterly, ~~report. The~~annual ~~continuation~~reports ofand ~~our~~other ~~business~~required asSEC areports ~~going~~that ~~concern~~would isbe ~~dependent~~otherwise ~~upon~~publicly available ~~the~~leading ~~continued~~to ~~financial support~~increased ~~from~~difficulty in selling their stock due to our ~~stockholders~~becoming a non-reporting issuer.

~~There is~~Risks ~~uncertainty~~Related ~~regarding our ability~~ to grow our business to a greater extent than we can with our existing financial resources, also described above, without additional financing. We have no agreements, commitments, or understandings to secure additional financing at this time. Our long-term future growth and success is dependent upon our ability to continue selling our products and services, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to continue selling our products and services, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ability to grow our business to a greater extent than we can with our existing financial resources, also described above.Securities

~~Expenses required~~Our tocontrolling ~~operate~~stockholder ashas asignificant ~~public~~influence ~~company~~over ~~will reduce funds available to implement our business plan and could negatively affect our stock~~the ~~price and adversely affect our results of operations, cash flow and financial condition~~Company.

~~Operating as~~As aof ~~public~~December ~~company~~31, is2023, ~~more~~Jason ~~expensive~~Wood, ~~than~~our ~~operating as a private company~~Founder, ~~including~~Chairman ~~additional~~and ~~funds required to obtain outside assistance~~Chief ~~from~~Executive ~~legal~~Officer, ~~accounting,~~owns ~~investor~~58.7% ~~relations,~~of orthe ~~other~~outstanding ~~professionals~~common ~~that~~stock. ~~could~~Additionally, ~~be costlier than planned~~Mr. WeWood ~~may~~ also beholds ~~required~~1,000,000 toshares ~~hire additional~~of ~~staff~~Series toA ~~comply~~Preferred which ~~with~~have ~~additional~~voting ~~SEC~~rights, ~~reporting~~at ~~requirements.~~all Wetimes, ~~anticipate~~equal ~~that~~to ~~the~~80% ~~cost~~ of ~~SEC~~all ~~reporting~~voting ~~will be approximately $100,000 annually~~rights. ~~Our~~As ~~failure~~a toresult, ~~comply~~Jason ~~with~~Wood ~~reporting~~possesses ~~requirements~~significant ~~and~~economic ~~other~~influence over ~~provisions~~our ofaffairs. ~~securities~~His ~~laws could negatively affect our~~ stock ~~price~~ownership and ~~adversely~~position ~~affect~~as ~~our~~a ~~results~~director of ~~operations,~~the ~~cash~~company ~~flow~~may ~~and~~have ~~financial~~the ~~condition.~~effect Ifof wedelaying ~~fail~~or topreventing ~~meet~~a ~~these requirements,~~future wechange ~~will~~in becontrol, ~~unable~~impeding ~~to secure~~ a ~~qualification~~merger, ~~for~~consolidation, ~~quotation~~takeover ofor ~~our~~other ~~securities~~business oncombinations ~~the OTCQB,~~ or ifdiscouraging ~~we have secured~~ a ~~qualification,~~potential weacquirer ~~may~~from ~~lose~~making ~~the~~a ~~qualification~~tender ~~and~~offer ~~our~~or ~~securities~~otherwise ~~would~~attempting noto ~~longer~~obtain ~~trade~~control onof the ~~OTCQB. Further~~company, ifwhich wein ~~fail~~turn tocould ~~meet~~materially ~~these obligations~~ and ~~consequently fail~~adversely toaffect ~~satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide~~ the ~~disclosure available~~ inmarket ~~quarterly,~~price ~~annual~~of ~~reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to~~ our ~~becoming~~common ~~a non-reporting issuer~~stock.

~~-7-~~Minority shareholders will be unable to affect the outcome of stockholder voting as long as Jason Wood retains a controlling interest.

~~Table of Contents~~9

~~Risks Related~~Table toof ~~Our Business~~Contents

~~Our independent~~OTCB ~~auditors~~Market ~~have~~May ~~issued~~Delist anOur ~~audit~~Securities ~~opinion~~From ~~for~~Trading ~~Specificity,~~On ~~Inc.~~Its ~~that~~Exchange, Which ~~includes~~Could aLimit ~~statement~~Investors’ ~~describing~~Ability ~~our~~To ~~going~~Make ~~concern~~Transactions ~~status.~~ In Our ~~financial~~Securities ~~status~~And ~~creates~~Subject ~~doubt~~Us ~~whether~~To weAdditional ~~will~~Trading ~~continue as a going concern~~Restrictions.

~~As described~~Our incommon ~~Note~~stock 3is oflisted on the OTCQB. We cannot assure you that our ~~accompanying~~securities ~~financial~~will ~~statements~~be, ~~our~~or ~~auditors~~will ~~have~~continue ~~issued~~to abe, ~~going~~listed ~~concern~~on ~~opinion~~the ~~regarding~~OTCQB or any other stock exchange in the ~~Company~~future. ~~This means~~ ~~there~~In isorder ~~substantial~~to ~~doubt~~be weeligible to ~~can~~ continue aslisting anour ~~ongoing~~common ~~business~~stock ~~for~~on the ~~next~~OTCQB ~~twelve~~our ~~months~~common stock must have a minimum bid price of $0. ~~The~~01, ~~financial~~maintain ~~statements~~a dominimum freely traded ~~not~~float ~~include~~of ~~any~~at ~~adjustments~~least ~~that~~10% ~~might~~of ~~result~~our ~~from~~total ~~the~~issued ~~uncertainty~~and ~~regarding~~outstanding ~~our~~common ~~ability~~stock, tomaintain ~~continue~~at least 50 beneficial shareholders each holding a minimum of 100 shares, not be in bankruptcy, be in good standing in each jurisdiction in which the company is organized or conducts business, and file all required applications and fees with the OTCQB. As ~~such,~~We cannot assure you that we ~~may~~will be able to meet those initial listing requirements ~~have~~at that time. Our inability to ~~cease~~maintain ~~operations~~a ~~and~~listing ~~investors~~on the OTCQB could ~~lose~~significantly ~~part~~limit oran ~~all~~individual ofinvestors ~~their~~ability ~~investment~~to inbuy ~~the~~or ~~Company~~sell our securities, if at all.

We ~~lack~~ anmay ~~operating~~enter ~~history~~into ~~and~~arrangements ~~have~~whereby ~~losses that~~ we ~~expect~~may toissue ~~continue into the future. There is no assurance~~ our ~~future operations will~~securities ~~result~~to ininvestors ~~profitable~~at ~~revenues.~~a Ifprice wewhich ~~cannot~~is ~~generate~~less ~~sufficient~~than ~~revenues~~the toprevailing ~~operate~~market ~~profitably,~~price weof ~~may~~our ~~suspend~~publicly ortraded ~~cease~~common ~~operations~~stock.

~~We were~~In ~~incorporated~~order onto ~~November~~establish ~~25,~~a ~~2020,~~more ~~and~~reliable wesource ~~have~~of ~~not~~equity ~~fully~~capital, ~~developed our proposed business operations and have limited revenues. We~~we ~~have~~may ~~limited~~issue ~~operating~~shares ~~history~~to ~~upon~~investors ~~which~~in anprivate ~~evaluation~~placement oftransactions ~~our~~(so-called ~~future~~PIPE ~~success~~transactions) orat ~~failure~~a ~~can~~discount beto ~~made. Our~~market ~~net~~ranging ~~loss~~from ~~for the year~~10-20% ~~ended~~and ~~December~~include ~~31,~~other ~~2022,~~terms ~~was~~and ~~$4,344,532~~inducements ~~due~~including toissuing ~~approximately~~stock ~~-$181,078~~warrants. ~~being~~In ~~paid~~the orevent ~~accrued~~we asexecute ~~compensation~~a toPIPE transaction, our ~~officers and $4,528,637~~shareholders ~~used~~may inexperience ~~general~~both ~~and~~price ~~administrative~~depreciation ~~expenses, including stock-based compensation of $2,264,081. Our ability to achieve~~ and ~~maintain~~share ~~profitability and~~dilution ~~positive~~after ~~cash~~the ~~flow~~transaction ~~is dependent upon:~~closes.

●Our ~~The~~independent ~~completion~~auditors ofhave ~~previous~~issued ~~Offerings~~an audit opinion for Specificity, Inc. that includes a statement describing our going concern status. Our financial status creates doubt whether we will continue as a going concern.

●As ~~Our~~described in Note 2 of our accompanying audited financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to ~~attract~~continue ~~buyers;~~in business. As such, we may have to cease operations and investors could lose part or all of their investment in our company.

~~Based upon~~Risks ~~current~~Related ~~plans, we expect~~ to ~~incur~~Our operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available or may not be available on terms that are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.Business

We do ~~not~~ have ~~any~~a ~~additional~~limited ~~source~~operating ofhistory ~~funding~~and ~~for~~have ~~our~~losses ~~business~~that ~~plans~~we ~~and~~expect to ~~may~~continue beinto ~~unable~~the tofuture ~~find~~until ~~any~~we ~~such~~are ~~funding~~able ifto scale our business and ~~when~~generate ~~needed,~~positive ~~resulting in~~cash ~~the~~flow ~~failure~~and ofa ~~our~~net ~~business~~profit.

~~Other than~~There ~~the~~is ~~shares~~no ~~offered~~assurance byour ~~previous~~future ~~Offerings~~operations aswill ~~reflected~~result in ~~the~~profitable revenues. ~~Company’s~~If ~~filings,~~we nocannot ~~other~~generate ~~source~~sufficient ofrevenues ~~capital~~to ~~has~~operate ~~been identified or sought. However~~profitably, ~~our~~we ~~directors~~may ~~have~~suspend ~~indicated~~or acease ~~willingness~~operations. toAs ~~loan~~reflected ~~funds~~in asthe ~~needed~~financial statements, ~~during~~ the ~~start-up~~Company ~~phase~~has of$89,141 ~~our~~in ~~operations to~~assets, ~~cover~~and ~~any~~an ~~shortfall~~accumulated indeficit ~~funds~~and ~~required~~working tocapital ~~pay~~deficit ~~for~~of ~~offering costs~~$7, ~~filing fees~~466,631 and ~~correspondence~~$920,369, ~~with our shareholders. However~~respectively, ~~our~~as ~~directors~~of ~~have~~December ~~not~~31, ~~guaranteed~~2023, ~~any~~and ~~loans~~incurred toa ~~cover~~net aloss ~~shortfall~~and incash ~~funds~~used ~~should~~in ~~our~~operations ~~Offerings~~of ~~fail. As~~$1,069,636 aand ~~result~~$603,658, werespectively, dofor ~~not~~the ~~have~~year ended anDecember ~~alternate~~31, ~~source~~2023. ofBased ~~funds~~upon ~~should~~our current plans, we ~~fail~~expect to ~~complete~~incur ~~previous~~operating ~~Offerings. If~~losses wein dofuture ~~find~~periods anbecause ~~alternative~~we ~~source~~will ofbe ~~capital,~~investing ~~the~~in ~~terms~~sales ~~and~~resources ~~conditions~~to ofgrow ~~acquiring~~our ~~such~~Target ~~capital~~Market ~~may~~base ~~result~~that inmay ~~dilution~~outpace ~~and~~our ~~the~~revenues ~~resultant~~in ~~lessening of value of~~ the ~~shares~~short ~~of stockholders~~run.

~~If we~~We ~~are~~do not ~~successful~~have inany ~~raising~~additional ~~sufficient~~source ~~capital~~of ~~through~~funding ~~previous~~for ~~Offerings,~~our webusiness plans ~~will~~and may be ~~faced~~unable ~~with~~to ~~several~~find ~~options:~~any such funding if and when needed, resulting in the failure of our business.

1In the interim, we entered into a 24-month Strata Purchase Agreement (“Strata Agreement”) with a private investor who committed to purchase up to $5,000,000 of our registered common stock. ~~abandon~~We intend to leverage this Strata Agreement to raise equity necessary to execute our full business ~~plans~~plan. Even with the Strata Agreement, we cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available or may not be available on terms that are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and goinvestors ~~out~~will likely lose some or all of ~~business;~~their investment in the Company. Other than a short term bridge loan and shares offered by previous Offerings as reflected in our regulatory filings, no other source of capital has been identified or sought. However, our CEO and our directors have indicated a willingness to loan funds as needed during the start-up phase of our operations to cover any shortfall in funds required to pay for offering costs, filing fees, and correspondence with our shareholders. However, our directors have not guaranteed any loans to cover a shortfall in funds should our Offerings fail. As a result, we do not have an alternate source of funds should we fail to complete previous Offerings. If we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution and the resultant lessening of value of the shares of stockholders.

~~2. continue to seek alternative and acceptable sources of capital; or~~10

3.Table ~~bring in additional capital that may result in a change~~ of ~~control.~~Contents

~~In the~~If ~~event~~we ~~any~~are ofnot ~~the~~successful ~~above circumstances occur, you could lose a substantial part or all of your investment. In addition, there can be no guarantee that the total proceeds raised~~ in ~~previous~~raising ~~Offerings will be~~ sufficient, ascapital ~~we have projected,~~ to ~~fund~~execute our ~~business~~ ~~plans~~business orplan, ~~that~~ we will be ~~profitable. As~~faced awith ~~result,~~the ~~you~~following ~~could lose any investment you make in our shares.~~options:

~~The Company~~1. ~~competes~~abandon ~~for~~our ~~clients~~business inplans, ~~highly~~cease ~~competitive~~operations ~~industries.~~and go out of business;

The Company operates in a highly competitive environment in an industry characterized by numerous advertising and marketing agencies of varying sizes, with no single advertising and marketing agency or group of agencies having a dominant position in the marketplace2. ~~Specificity is,~~continue however, smaller than several of its larger industry competitors. Competitive factors include creative reputation, management, personal relationships, quality and reliability of service and expertise in particular niche areas of the marketplace. In addition, because an agency’s principal asset is its people, barriers to ~~entry~~seek ~~are~~alternative ~~minimal,~~ and ~~relatively~~acceptable ~~small~~sources ~~agencies are, on occasion, able to take all or some portion~~ of acapital; ~~client’s business from a larger competitor. To the extent that the Company fails to maintain existing clients~~ or ~~attract new clients, its’s business, financial condition, operating results, and cash flows may be affected in a materially adverse manner.~~

~~-8-~~3. bring in additional capital that may result in a change of control and/or significant shareholder dilution.

~~Table~~In the event any of ~~Contents~~the above circumstances occur, you could lose a substantial part or all of your investment. In addition, there can be no guarantee that the total proceeds raised in previous Offerings will be sufficient, as we have projected, to fund our business plans or that we will be profitable. As a result, you could lose any investment you make in our shares.

~~We possess~~The ~~minimal~~Company ~~capital,~~competes ~~which~~for ~~may~~clients ~~severely~~in ~~restrict~~highly ~~our~~competitive ~~ability to develop our services~~industries. ~~If we are unable to raise additional capital, our business will fail.~~

~~We possess~~The ~~minimal~~Company ~~capital~~operates ~~and~~in ~~must~~a ~~limit~~highly ~~the~~competitive ~~amount~~environment ofin an industry characterized by numerous advertising and marketing weagencies ~~can~~of ~~perform~~varying sizes, with ~~respect~~no tosingle ~~our~~advertising ~~services. We~~and ~~feel~~marketing weagency ~~require~~or agroup ~~minimum~~ of ~~$1,000,000~~agencies tohaving ~~provide~~a ~~sufficient~~dominant ~~capital~~position toin ~~fully~~the ~~develop~~marketplace. ~~our~~We ~~business~~are ~~plan. Our~~considerably ~~limited~~smaller ~~marketing~~than ~~activities~~several ~~may~~of ~~not attract~~our ~~enough~~largest ~~paying~~industry ~~customers~~competitors. Competitive tofactors ~~generate~~include ~~sufficient~~creative ~~revenue~~reputation, tomanagement, ~~operate~~personal ~~profitably~~relationships, ~~expand~~quality ~~our~~and ~~services,~~reliability ~~implement~~of ~~our~~service ~~business~~and ~~plan~~expertise orin ~~continue~~particular ~~operating~~niche ~~our~~areas ~~business. Our~~of ~~limited~~the ~~marketing~~marketplace. ~~capabilities~~In ~~may~~addition, ~~have~~because aan ~~negative~~agency’s ~~effect~~principal onasset ~~our~~is ~~business~~its ~~and~~people, ~~may~~barriers ~~cause us~~ to ~~limit~~entry are orminimal, ~~cease~~and ~~our~~relatively ~~business~~small ~~operations~~agencies are, ~~which~~on ~~could~~occasion, ~~result~~able into ~~investors~~take ~~losing~~all ~~some~~ or ~~all~~some portion of ~~their~~a ~~investment~~client’s inbusiness ~~the~~from ~~Company~~a larger competitor.

~~Specificity’s~~Our industry is undergoing significant technological shifts as a result of mobile communications which have changed how potential consumers and businesses interact and communication information. Our industry is also an early adopter of artificial intelligence tools to automate digital marketing campaigns and deliver large firm marketing that have traditionally been out of reach for our Target Market clients. Our ability to ~~generate~~be competitive and successful as a digital marketing company requires an investment in our people, efficient use of technology capabilities and results for our clients in the form of new customers and/or expanded business ~~from~~relationships. ~~new~~We have invested in acquiring digital technology marketing databases, technology stacks and other tools, including alliances with other vertical providers, to build out what we believe will be the right market offering for digital marketing services for our Target Market. To the extent that we fail to maintain existing clients or attract new clients, our business, financial condition, operating results, and cash flows may be ~~limited~~affected in a materially adverse manner.

~~To increase~~We ~~its~~possess ~~revenues~~minimal capital, ~~Specificity~~which ~~needs~~may toseverely ~~obtain~~restrict ~~additional~~our ~~clients or generate demand for additional services from existing clients. Specificity’s~~ ability ~~to generate initial demand for its services from new clients and additional demand from existing clients is subject~~ to ~~such~~develop ~~clients’~~our ~~and potential clients’ requirements, pre-existing vendor relationships, financial conditions, strategic plans and internal resources, as well as the quality of Specificity’s employees,~~ services ~~and reputation and the breadth of its services~~. ToIf ~~the~~we ~~extent Specificity~~are ~~cannot~~unable ~~generate new business from new and existing clients due~~ to ~~these~~raise ~~limitations~~additional capital, ~~Specificity’s~~our ~~ability to grow its~~ business ~~and~~ ~~to increase its revenues~~ will ~~be limited~~fail.

~~Specificity’s~~We possess minimal capital and must limit the amount of marketing we ~~business~~can ~~could~~perform bewith ~~adversely~~respect ~~affected~~to ifour itservices. ~~loses~~We feel we require annually a minimum of $1,000,000 in working capital through sales and/or capital ~~fails~~raise activities to ~~attract~~provide orsufficient ~~retain~~capital ~~key~~to ~~executives~~fully develop our business plan. To increase our revenues over time, we need to expand services with our existing clients or close on new business from new clients. Our ability to generate new client business is heavily tied to the reputation and reach of our employees and our ability to support their creative digital marketing services with our existing digital technologies. To the extent Specificity cannot generate new business from new and existing clients due to these limitations, Specificity’s ability to grow its business and to increase its revenues will be limited.

Employees, including creative, research, analytics, media, technology development, account and practice group specialists, and their skills and relationships with clients, are among Specificity’s most important assets. An important aspect of Specificity’s competitiveness is its ability to retain key employee and management personnel. Compensation for these key employees is an essential factor in attracting and retaining them, and Specificity may not offer a level of compensation sufficient to attract and retain these key employees. If Specificity fails to hire and retain a sufficient number of these key employees, it may not be able to compete effectively. Management succession at our operating units is very important to the ongoing results of Specificity because, as in any service business, the success of a particular agency is dependent upon the leadership of key executives and management. If key executives were to leave our operating units, the relationships that Specificity has with its clients could be adversely affected.11

~~Specificity is~~Table ~~exposed to the risk~~ of ~~client defaults.~~Contents

Specificity’s ~~agencies~~ ~~often~~business ~~incur~~could expenses on behalf of their clients for productions and in order to secure a variety of media time and space, in exchange for which they receive a fee. The difference between the gross production costs and media purchases and the revenue earned by us can be ~~significant.~~adversely ~~While~~affected ~~Specificity~~if ~~takes precautions against default on payment for these services (such as credit analysis, advance~~it ~~billing~~loses ofor ~~clients,~~fails ~~and in some cases acting as an agent for a disclosed principal) and has historically had a very low incidence of default, Specificity is still exposed~~ to ~~the~~attract ~~risk~~or ofretain ~~significant~~key ~~uncollectible~~executives ~~receivables~~or ~~from our clients~~employees. The risk of a material loss could significantly increase in periods of severe economic downturn. Such a loss could have a material adverse effect on our results of operations, cash flows and financial position.

~~Specificity~~Our business requires us to obtain staff with expertise in brand marketing, iscreative design and development, digital marketing tools and analytics, B2C media campaigns, technology development, account managers, and other subject matter specialists. Most importantly, our employees’ skills and relationships with our clients, are among our most important assets. An important aspect of our market competitiveness is our ability to ~~regulations~~retain key employees and ~~litigation~~management ~~risk~~personnel. Compensation for these key employees is an essential factor in attracting and retaining them, and we may not offer a level of compensation sufficient to attract and retain these key employees. As is typically the case with an emerging growth company, we offer a compensation package that ~~could~~includes ~~restrict~~other forms of compensation including stock. If we fail to hire and retain a sufficient number of key employees, we may not be able to compete effectively. Management succession at our ~~activities~~operating orunits ~~negatively~~is ~~impact~~very important to the ongoing results because as in any service business, the success of a particular agency is dependent upon the leadership of key executives and management and its relationships with its clients. If key executives were to leave our ~~revenues~~company, the relationships that Specificity has with its clients could be adversely affected.

~~Advertising and~~Specificity marketing communications businesses are subject to government regulation, both domestic and foreign. There has been an increasing trend in the United States for advertisers to resort to litigation and self-regulatory bodies to challenge comparative advertising on the grounds that the advertising is ~~false~~exposed ~~and deceptive. Moreover, there has recently been an expansion of specific rules, prohibitions, media restrictions, labeling disclosures, and warning requirements with respect~~ to ~~advertising for certain products. Proposals have been made to ban~~ the ~~advertising~~risk of ~~specific~~client ~~products and to impose taxes on or deny deductions for advertising which, if successful, may have an adverse effect on advertising expenditures and consequently, on Specificity’s revenues~~defaults.

Despite our advanced billing approach we are still exposed to the risk of significant uncollectible receivables from our clients in the event we provide services and fail to follow-9-up on collecting for services. The risk of material loss could significantly increase in periods of severe economic downturn. Such a loss could have a material adverse effect on our results of operations, cash flows and financial position. We often incur expenses on behalf of our clients in order to secure a variety of media time and space. While we take precautions against default on payment for these services (such as billing in advance for services, setting an advertising spend budget, credit analysis, advance billing of clients, and in some cases acting as an agent for a disclosed principal) and have historically had a very low incidence of default.

~~Table~~Specificity ofis ~~Contents~~subject to regulations and litigation risk that could restrict our activities or negatively impact our revenues.

~~In addition,~~Advertising ~~laws~~ and ~~regulations~~marketing ~~related~~communications tobusinesses ~~consumer~~are ~~privacy,~~subject ~~use~~to government ofregulation, ~~personal~~both ~~information~~domestic and ~~digital~~foreign. ~~tracking~~There ~~technologies~~has ~~have~~ been ~~proposed or~~an ~~enacted~~increasing trend in the United States and ~~certain~~in ~~international~~Europe ~~markets~~for ~~(including~~advertisers to ~~the~~resort ~~European~~to ~~Union’s~~litigation ~~General~~and ~~Data~~self-regulatory ~~Protection~~bodies ~~Regulation, or~~to ~~“GDPR,”~~challenge ~~the~~comparative ~~proposed~~advertising ~~European~~on ~~Union~~the ~~“ePrivacy~~grounds ~~Regulation”~~that ~~and~~ the ~~recently~~advertising ~~enacted~~is ~~California~~false ~~Consumer Privacy~~and ~~Act, or “CCPA”)~~deceptive. WeMoreover, ~~face~~there ~~increasing~~has ~~costs~~recently ofbeen ~~compliance in~~ an ~~uncertain~~expansion ~~regulatory~~of ~~environment~~specific ~~and~~rules, ~~any~~prohibitions, ~~failure~~media torestrictions, ~~comply~~labeling ~~with~~disclosures, and ~~these~~warning ~~legal~~ requirements ~~could~~with ~~result~~respect into ~~regulatory~~advertising ~~penalties~~for orcertain ~~other legal ability~~products. ~~Furthermore,~~Proposals ~~these~~have ~~laws~~been ~~and~~made ~~regulations~~to ~~may~~ban ~~impact~~ the ~~efficacy~~advertising ~~and profitability~~ of ~~certain~~specific ~~digital marketing~~ products and ~~analytics services we provide~~ to ~~clients,~~impose ~~making~~taxes iton ~~difficult~~or todeny ~~achieve our~~deductions ~~clients’ goals. These and other related factors could affect our business and reduce demand~~ for ~~certain~~advertising ofwhich, ~~our~~if ~~services~~successful, ~~which~~may ~~could~~ have aan ~~material~~ adverse effect on ~~our~~advertising ~~results~~expenditures and ofconsequently, ~~operations~~on ~~and~~our ~~financial position~~revenues.

~~Compliance with~~In ~~data~~addition, ~~privacy~~ laws ~~requires~~and ~~ongoing~~regulations ~~investment~~related into ~~systems~~consumer privacy, ~~policies~~use of ~~and~~personal ~~personnel~~information and ~~will~~digital ~~continue~~tracking totechnologies ~~impact~~have ~~our~~been ~~business~~proposed or enacted in the ~~future~~ byUnited ~~increasing~~States ~~legal, operational~~ and ~~compliance~~certain ~~costs.~~international markets ~~While~~(including wethe ~~have~~European ~~taken~~Union’s ~~steps to~~General ~~comply~~Data ~~with~~Protection ~~data~~Regulation, ~~privacy~~or ~~laws~~“GDPR,” wethe ~~cannot~~proposed ~~guarantee~~European ~~that~~Union ~~our~~“ePrivacy Regulation” ~~efforts~~and ~~will meet~~ the ~~evolving~~recently ~~standards~~enacted ~~imposed~~California byConsumer ~~data~~Privacy ~~protection~~Act, ~~authorities~~or “CCPA”). In ~~the~~We ~~event~~face ~~that~~increasing wecosts ~~are~~of ~~found~~compliance in toan ~~have~~uncertain ~~violated~~regulatory ~~data~~environment ~~privacy~~and ~~laws,~~any wefailure ~~may~~to becomply ~~subject~~with tothese ~~additional~~legal ~~potential~~requirements ~~private~~could ~~consumer,~~result ~~business partner~~in orregulatory ~~securities~~penalties ~~litigation,~~or other ~~regulatory~~legal ~~inquiries~~action. Furthermore, ~~governmental~~these ~~investigations~~laws and ~~proceedings~~regulations ~~and~~may weimpact ~~may~~the ~~incur~~efficacy ~~damage~~and toprofitability ~~our~~of ~~reputation. Any such~~certain ~~developments~~digital ~~may~~marketing ~~subject~~and analytics usservices towe ~~material~~provide ~~fines~~to ~~and~~clients, ~~other~~making ~~monetary~~it ~~penalties~~difficult ~~and~~to ~~damages,~~achieve ~~divert~~our ~~management~~clients’s ~~time~~goals. These and ~~attention,~~other related factors could ~~and~~affect ~~lead~~our tobusiness ~~enhanced~~and ~~regulatory~~reduce ~~oversight~~demand ~~all~~for certain of our services, which could have a material adverse effect on our ~~business and~~ results of operations and financial position.

~~We rely~~Compliance ~~extensively~~with ondata ~~information~~privacy ~~technology~~laws requires ongoing investment in systems, policies and ~~cybersecurity~~personnel ~~incidents~~and ~~could~~will ~~adversely~~continue ~~affect~~to impact our business in the future by increasing legal, operational and compliance costs. While we have taken steps to comply with data privacy laws, we cannot guarantee that our efforts will meet the evolving standards imposed by data protection authorities. In the event that we are found to have violated data privacy laws, we may be subject to additional potential private consumer, business partner or securities litigation, regulatory inquiries, governmental investigations and proceedings and we may incur damage to our reputation. Any such developments may subject us to material fines and other monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight all of which could have a material adverse effect on our business and results of operations.

We rely on information technologies and infrastructure to manage our business, including digital storage of client marketing and advertising information and developing new business opportunities. Increased cybersecurity threats and attacks, which are becoming more sophisticated, pose a risk to our systems and networks. Security breaches, improper use of our systems and unauthorized access to our data and information by employees and others may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. We also have access to sensitive or personal data or information that is subject to privacy laws and regulations. Our systems and processes to protect against, detect, prevent, respond to and mitigate cybersecurity incidents and our organizational training for employees to develop an understanding of cybersecurity risks and threats may be unable to prevent material security breaches, theft, modification or loss of data, employee malfeasance and additional known and unknown threats. In addition, we use third-party service providers, including cloud providers, to store, transmit and process data. Any breakdown or breach in our systems or data-protection policies, or those of our third-party service providers, could adversely affect our reputation or business.12

~~We are~~Table ~~dependent~~of ~~upon our current officers.~~Contents

We ~~currently~~ ~~are~~rely ~~managed~~extensively byon ~~three~~information ~~key~~technology ~~officers,~~systems and ~~we are entirely dependent upon them in order to conduct our operations. If they~~cybersecurity ~~should~~incidents resign or die, there will be no one to run Specificity, and the company has no Key Man insurance. If our current officers are no longer able to serve as such and we are unable to find another person to replace them, it will have a negative effect on our ability to continue active business operations and could ~~result~~adversely inaffect ~~investors losing some or all of their investment in the Company~~us.

~~Specificity’s~~We rely on information technologies and infrastructure to manage our business, ~~could~~including digital storage of client marketing and advertising information and developing new business opportunities. Increased cybersecurity threats and attacks, which are becoming more sophisticated, pose a risk to our systems and networks. Security breaches, improper use of our systems and unauthorized access to our data and information by employees and others may pose a risk that sensitive data may be ~~adversely~~exposed ~~affected~~to ifunauthorized itpersons ~~loses~~or to the public. We also have access to sensitive or ~~fails~~personal data or information that is subject to ~~attract~~privacy laws and regulations. Our systems and processes to protect against, detect, prevent, respond to and mitigate cybersecurity incidents and our organizational training for employees to develop an understanding of cybersecurity risks and threats may be unable to prevent material security breaches, theft, modification or ~~retain~~loss ~~key~~of ~~executives~~data, employee malfeasance and additional known and unknown threats. In addition, we use third-party service providers, including cloud providers, to store, transmit and process data. Any breakdown or ~~employees~~breach in our systems or data-protection policies, or those of our third-party service providers, could adversely affect our reputation or business.

~~Employees, including~~We ~~creative, research, analytics, media, technology development, account and practice group specialists, and their skills and relationships with clients,~~ are among Specificity’s most important assets. An important aspect of Specificity’s competitiveness is its ability to retain key employee and management personnel. Compensation for these key employees is an essential factor in attracting and retaining them, and Specificity may not offer a level of compensation sufficient to attract and retain these key employees. If Specificity fails to hire and retain a sufficient number of these key employees, it may not be able to compete effectively. Management succession at our operating units is very important to the ongoing results of Specificity because, as in any service business, the success of a particular agency is dependent upon ~~the leadership of key executives and management. If key executives were to leave~~ our ~~operating~~current ~~units, the relationships that Specificity has with its clients could be adversely affected~~officers.

~~-10-~~We currently are managed by three key officers, and we are entirely dependent upon them in order to conduct our operations. If they should resign or die, there will be no one to run Specificity, and the company has no Key Man insurance. If our current officers are no longer able to serve as such and we are unable to find another person to replace them, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in us.

~~Table~~We ofhave ~~Contents~~identified material weaknesses in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements.

~~Our controlling~~A ~~stockholder~~material ~~has~~weakness ~~significant~~is ~~influence~~a deficiency, or combination of deficiencies, in internal control over ~~the~~financial ~~Company~~reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. As of December 31, 2023, we have identified three material weaknesses in internal control over financial reporting that pertain to:

~~As of~~(i) ~~December~~we ~~31,~~had ~~2022,~~not ~~Jason~~established ~~Wood~~adequate ~~the~~financial ~~Company’s~~reporting ~~Chief~~monitoring activities ~~Executive~~to ~~Officer,~~mitigate ~~owns 61.28% of~~ the ~~outstanding~~risk ~~common stock. Additionally, Mr. Wood also holds 1,000,000 shares~~ of ~~Series~~management ~~A Preferred which have voting rights~~override, atspecifically ~~all~~because ~~times,~~there ~~equal~~are tofew ~~80%~~employees ~~of all voting rights. As a result, Jason Wood possesses significant influence over our affairs. His stock ownership~~ and ~~position~~only asone aofficers ~~director~~with ~~may have the~~management ~~effect~~functions ofand ~~delaying~~therefore orthere ~~preventing~~is alack future change in control, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of ~~the~~segregation ~~Company, which in turn could materially and adversely affect the market price~~ of ~~our common stock.~~duties;

~~Minority shareholders~~(ii) ofwe ~~Specificity,~~had ~~Inc.~~inadequate ~~will~~document beretention ~~unable~~policies and procedures to ~~affect~~ensure ~~the~~that ~~outcome~~all offinancial ~~stockholder~~transactions ~~voting~~were asmaintained ~~long~~and aseasily ~~Jason~~accessible; ~~Wood retains a controlling interest.~~and

We(iii) we had inadequate policies and procedures related to ~~Have~~internal ~~Minimal~~control ~~Revenues~~over financial reporting and ~~Our~~as ~~Ability~~such relied heavily on outside consultants and advisors to ~~Sustain~~assist ~~Our~~us ~~Operations~~in Isthe ~~Dependent~~preparation of Onthe ~~Our~~annual ~~Ability~~and Toquarterly ~~Raise~~financial ~~Financing~~statements and partners with us to ensure compliance with US GAAP and SEC disclosure requirements.

~~We have~~In ~~accrued~~July ~~net~~of ~~losses~~2025 ~~for~~we ~~the~~engaged ~~period~~an ~~from~~outside ~~our~~consultant ~~inception~~to onprovide ~~November~~fractional Chief ~~25,~~Financial ~~2020~~Officer ~~through December 31, 2022,~~ and ~~have~~SEC ~~limited~~Reporting ~~revenues~~Compliance ~~as of this date~~services. Our ~~future~~outside consultant is ~~dependent~~developing ~~upon~~a ~~our~~remediation ~~ability~~plan tofor ~~obtain~~2025 ~~financing~~ and ~~upon~~2026 which ~~future~~includes ~~profitable~~(i) ~~operations~~building inan ~~development~~information ofrepository ~~our business. Further,~~for ~~the~~all ~~finances~~financial ~~required~~transactions, to(ii) ~~fully~~developing ~~develop~~and ~~our~~implementing ~~plan~~monthly ~~cannot~~financial accounting beand ~~predicted~~reporting ~~with~~procedures, ~~any~~(iii) ~~certainty~~financial management coaching and ~~may~~development; ~~exceed~~and ~~any~~(iv) ~~estimates we~~collaborating ~~set~~with ~~forth.~~senior Ifmanagement and weoperational ~~fail~~teams to ~~raise~~put ~~sufficient~~in ~~capital~~place ~~when~~critical ~~needed,~~policies weand ~~will~~procedures ~~not be able~~ to ~~complete~~address our ~~business~~lack ~~plan.~~of Assegregation aof ~~result,~~duties ~~we may~~as ~~have~~practical togiven the ~~liquidate~~staff ~~our~~size. ~~business~~We ~~and~~cannot assure you ~~may~~our ~~lose~~remediation ~~your~~efforts ~~investment. You~~will ~~should~~occur ~~consider~~within ~~our~~a ~~independent~~specific ~~registered~~timeframe ~~public~~as ~~accountant’s comments~~we ~~when~~are ~~determining~~continuing ifto andevelop ~~investment~~a formal inset ~~Specificity,~~of ~~Inc~~plans. ~~is suitable.~~

We require minimum funding of approximately $1,000,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from our officer and director who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, he has no formal commitment, arrangement, or legal obligation to advance or loan funds to the Company. After one year we may need additional financing.13

~~Item 2.~~Table ~~Properties~~of Contents

~~Lease~~These identified material weaknesses will not be remediated until all necessary internal controls have been designed, implemented, tested and determined to be operating effectively. In addition, we may need to take additional measures to address the material weakness or modify the planned remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness- will not result in a material misstatement of our consolidated financial statements. Moreover, we cannot assure you that we will not identify additional material weakness in our internal control over financial reporting in the future.

~~The Company~~Until ~~leases~~we ~~offices~~remediate ~~used~~the ~~for~~material ~~operations~~weakness, ~~under~~our aability ~~non-cancelable~~to ~~agreement~~record, ~~which~~process and ~~expires~~report infinancial ~~June~~information ~~2024.~~accurately, ~~Rent~~and ~~expense~~to ~~for~~prepare ~~the~~financial ~~years~~statements ~~ended December~~within ~~31,~~the ~~2022~~time ~~and~~periods ~~2021~~specified ~~was~~by ~~$43,527~~the rules and ~~$22,750,~~forms of ~~respectively.~~the ~~On January 1~~SEC, ~~2022,~~could ~~the~~be ~~Company~~adversely ~~recorded~~affected. aThis ~~right~~failure ofcould ~~use~~negatively ~~asset~~affect ~~and~~the ~~liability of~~market ~~$104,665.~~price ~~The~~and ~~Company~~trading ~~used~~liquidity anof ~~effective~~our ~~borrowing~~common ~~rate~~units, cause ofinvestors 3%to ~~which~~lose isconfidence ~~the~~in ~~annual~~our ~~increase~~reported ~~per~~financial ~~the~~information, ~~lease~~subject ~~agreement.~~us ~~The~~to ~~aggregate~~civil ~~right of~~and ~~use~~criminal ~~payments~~investigations and ~~imputed~~penalties and ~~interest~~generally ~~under~~materially ~~the~~and ~~lease~~adversely ~~agreement~~impact asour ofbusiness ~~December~~and ~~31,~~financial ~~2022 is as follows:~~condition.

Years ending December 31,:
2023		43,908
2024		22,278
Imputed interest		(1,554	)
	$	64,632

Items 1B. Unresolved Staff Comments.

~~Item 3.~~There ~~Legal~~are ~~Proceedings~~no unresolved staff comments.

~~We are~~Item ~~not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us~~1C. Cybersecurity

We do not maintain sensitive financial information or client data within our digital marketing tools or within our information technology platforms. We do not have a large or complex data environment or systems that process sensitive information and as such we maintain an information security and cybersecurity program and a cybersecurity governance framework that is appropriate for an operation of our size. As a digital marketing services provider, we utilize social media and other marketing platforms to build client marketing campaigns and direct marketing services. The vast majority of market data and analytical tools we use are developed and supported by large technology companies and as such rely on their infrastructure to ensure their web-~~11-~~based solutions have the appropriate cybersecurity protections to ensure our digital marketing services are secure. We leverage our proprietary digital analytical tools to develop more target marketing plans for our clients. We utilize PCI compliant merchant processors to ensure that client payments for services and ad spend are securely processed and cybersecurity risks minimized for us and our clients.

~~Table~~Item of2. ~~Contents~~Properties

~~There is~~Our noprincipal ~~material~~headquarters ~~bankruptcy,~~is ~~receivership,~~located orat ~~similar~~8429 ~~proceeding~~Lorraine ~~with respect to the Company or any of its significant subsidiaries~~Rd., ~~However~~Suite 377, ~~given~~Lakewood ~~the Company’s insolvency~~Ranch, ~~there~~FL is34202. aOur ~~high~~employees ~~risk~~primarily ~~that~~work ~~the~~on ~~Company~~a ~~may~~remote bebasis ~~forced~~in ~~to file for bankruptcy if~~ the ~~Company~~United ~~is unable to meet its capital requirements in 2023~~States.

~~There are~~Item no3. ~~administrative~~Legal or judicial proceedings arising from any federal, state, or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primary for the purpose of protecting the environment.Proceedings

~~Item~~There is no material bankruptcy, receivership, or similar proceeding 4.with ~~Mine~~respect ~~Safety~~to ~~Disclosure~~the Company. However, given that we are insolvent, there is a high risk that we may be forced to file for bankruptcy if we are unable to meet our capital requirements to maintain our business plan.

~~Not~~There are no administrative or judicial proceedings arising from any ~~Applicable~~federal, tostate, or local provisions that have been enacted or adopted regulating the ~~Company~~discharge of materials into the environment or primary for the purpose of protecting the environment.

~~PART~~We IIare not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us.

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~14

~~Market Information~~Table of Contents

~~Our Common~~Item ~~Stock~~4. isMine ~~listed~~Safety ~~on OTCQB, trading under the symbol “SPTY~~Disclosure.”

~~Holders of~~Not ~~our Common Stock~~applicable.

~~As of~~Part March 13, 2023, there were approximately 103 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories, or others in unregistered form. The stock transfer agent for our securities is West Coast Stock Transfer.II

~~The Company~~Market does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.Information

~~Securities Authorized~~Our ~~for~~common ~~Issuance~~stock ~~Under~~is ~~Equity~~listed ~~Compensation~~on ~~Plans~~the OTCQB market, trading under the symbol “SPTY”.

~~The Company~~Holders ~~has~~of ~~not~~our ~~adopted~~common ~~an equity compensation plan.~~stock

~~Unregistered~~As of February 24, 2025, there were approximately 104 stockholders ~~Sales~~of record of ~~Equity~~our ~~Securities~~common stock. This number does not include shares held by brokerage clearing houses, depositories, or others in unregistered form. The stock transfer agent for our securities is West Coast Stock Transfer.

~~Except for~~Dividend founders shares all unregistered shares have since been registered pursuant to the Form S-1 registration statement deemed effective on September 16, 2021, and the Form S-1 registration statement deemed effective on June 1, 2022, and the Form S-1 registration statement deemed effective on September 23, 2022.Policy

~~Repurchases~~We do not anticipate paying dividends on our common stock at any time in the foreseeable future. Our Board of ~~Equity~~Directors ~~Securities~~currently plans to retain and reinvest any earnings for the development and expansion of our digital marketing business. Any future determination as to the payment of dividends will be at the discretion of our Board of Directors and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

~~We repurchased~~Securities noAuthorized ~~shares~~for ofIssuance ~~our~~Under ~~Common~~Equity ~~Stock~~Compensation ~~during the year ended December 31, 2022.~~Plans

~~Item 7.~~The ~~Management’s~~Company ~~Discussion~~has ~~and~~not ~~Analysis~~adopted ofan ~~Financial~~equity ~~Condition~~compensation ~~and Results of Operations~~plan.

~~The discussion~~Unregistered ~~and~~Sales ~~analysis~~ of ~~our~~Equity financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. This discussion should be read in conjunction with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K. See “Forward-Looking Statements.” Our actual results may differ materially. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.Securities

Except for initial founders shares all unregistered shares have since been registered pursuant to the Form S-121 registration statement deemed effective on September 16, 2021, and the Form S-1 registration statement deemed effective on June 1, 2022, and the Form S-1 registration statement deemed effective on September 23, 2022.

~~Table~~Repurchases of ~~Contents~~Equity Securities

~~As used~~We inrepurchased ~~this~~no ~~“Management’s~~shares ~~Discussion and Analysis~~ of ~~Financial~~our ~~Condition~~Common ~~and~~Stock ~~Results~~during ~~of Operation,” except where~~ the ~~context~~ ~~otherwise~~year ~~requires, the term “we,” “us,” “our,” or “the Company,” refers to the~~ended ~~business~~December ~~of Specificity~~31, ~~Inc~~2023.

~~Organizational Overview~~Item 6. [Reserved]

~~Specificity, Inc.~~Item ~~(“Specificity” or the “Company”) was incorporated in the State of Nevada on November 25, 2020, and our fiscal year end is December 31~~7. ~~The Company~~Management’s ~~administrative~~Discussion ~~address~~and isAnalysis ~~410~~of S.Financial ~~Ware~~Condition ~~Blvd.,~~and ~~Suite~~Results ~~508,~~of ~~Tampa, Florida 33619. Our telephone number is (813)364-4744.~~Operations

~~At our~~The ~~core,~~discussion weand ~~are~~analysis aof ~~digital~~our ~~marketing~~financial ~~firm.~~condition ~~However,~~and ~~through~~results of operations are based on our ~~diversified~~financial ~~holdings~~statements, which we ~~provide~~have ~~various~~prepared ~~solutions~~in ~~that~~accordance ~~combine~~with ~~our~~accounting ~~marketing~~principles generally accepted ~~expertise~~in tothe ~~provide~~United ~~support~~States ~~for~~of America. This discussion should be read in conjunction with the other ~~segments~~sections of ~~our~~this ~~portfolio.~~Form ~~Ultimately~~10-K, ~~Specificity~~including is“Risk Factors,” aand ~~tech~~the ~~incubator~~Financial Statements. WeThe ~~identify~~various ~~technology~~sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this ~~marketing~~Annual ~~solution~~Report ~~entities,~~on ~~take~~Form an10-K. ~~equity~~See ~~share~~“Forward-Looking ~~position~~Statements.” inOur ~~return~~actual ~~for~~results ~~utilizing~~may ~~our~~differ ~~internal~~materially. ~~resources~~The preparation of these financial statements requires us to ~~complete~~make estimates and assumptions that affect the ~~buildout~~reported amounts of assets and liabilities and ~~these~~the ~~technology~~disclosure ~~based~~of ~~solutions.~~contingent ~~Specificity~~assets ~~then~~and ~~uses~~liabilities ~~our~~at ~~marketing~~the ~~prowess~~date toof ~~draw~~the ~~clients~~financial tostatements, ~~these~~as ~~businesses.~~well Weas ~~have~~the reported revenues and expenses during the ~~internal~~reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. ~~personnel~~We tobase ~~complete~~our ~~these~~estimates ~~projects~~on historical experience and on various other factors that we believe are reasonable under the ~~marketing~~circumstances, ~~capability~~the results toof ~~deliver~~which ~~lower~~form ~~advertising~~the ~~costs~~basis ~~with~~for ~~high~~making ~~conversion~~judgments ~~campaigns~~about tothe carrying value of assets and liabilities that are not readily apparent ~~launch~~from other sources. Actual results may differ from these ~~companies~~estimates ~~into~~under ~~success~~different assumptions or conditions.

~~Currently~~As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” ~~operations~~or ~~are~~“the ~~focused~~Company,” onrefers 4to ~~lines~~the business of ~~business~~Specificity, Inc.

SPECIFICITY 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 and currently generates all of our revenue. We’ve gone to painstaking lengths to develop 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.15

~~BULLSEYE will~~Table ~~help~~of businesses revolutionize their direct mail marketing initiatives. With Bullseye, by combining our digital approach along with traditional print marketing, clients can send direct mail to targeted people who are visiting the competition and searching for their products online. In short, we will use behavior to identify and market to people who are already in the buying cycle, increasing conversions and driving sales. BULLSEYE has no remaining build-out and awaits capital to support marketing activities.Contents

~~THRU THE~~Executive FUNNEL is a sales engagement platform designed to create qualified leads that help client’s sales reps do what they were hired to do: Sell! Our platform targets, engages, illuminates and connects interested prospects with our client’s sales team, all in real time. THRU THE FUNNEL development is 60% complete and awaits capital to support marketing activities.Overview

~~PICK POCKET~~We isare a ~~do-it-yourself~~full service digital marketing ~~platform~~firm ~~for~~that ~~smaller~~delivers ~~business~~marketing solutions ~~owners.~~in Wereal-time ~~will~~to ~~use behavior-based~~help ~~device~~our IDclients ~~technology~~identify topotential ~~help~~customers who are actively in the buying cycle. Our clients ~~discover~~can select their digital ~~ideal~~market ~~customers~~service and ~~market~~level ~~directly~~that tobest suits their ~~mobile devices~~needs. ~~With~~We are primarily focused on attracting prospective clients that have revenues noranging ~~contracts,~~from ~~middlemen,~~$5 ormillion ~~hidden~~to ~~fees~~$25 million with a focus on B2B and B2C consumer markets and at least $5,100 ~~Pick~~in ~~Pocket~~monthly ~~lets~~marketing spend. Prospective clients ~~control~~in our target market often have their ~~digital~~own marketing ~~without~~teams ~~worrying~~that ~~about~~can ~~agency~~more ~~markups making~~effectively ~~Fortune~~leverage ~~1000~~our flagship Specificity digital marketing ~~capabilities~~services. ~~available~~We tohave ~~companies~~additional ~~with~~digital ~~$500~~marketing ~~thousand~~solutions tofor $5small ~~million~~business inand ~~sales~~do-it-yourself marketing professionals. ~~The~~Our underlying ~~PICK~~technology ~~POCKET~~solution utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build~~-out~~ audiences, effectively eliminating bot istraffic ~~complete~~and ad waste and ~~awaits~~produces ~~capital~~real-time messaging opportunities to ~~support~~reach ~~marketing~~target ~~activities~~audiences more efficiently than broad based market messaging platforms. We also implements intuitive ad sequencing, audience ID technology, AI integration, saturation modeling, conversion funneling, CRM integration, traffic resolution, and comprehensive analytics reporting.

~~BULLSEYE,~~We primarily generate revenue through recurring fixed monthly digital ~~THRU~~services ~~THE~~agreements ~~FUNNEL~~for ~~and~~the ~~PICK~~vast ~~POCKET~~majority ~~illuminate~~of our ~~ability~~clients. toWe ~~identify~~bill ~~smart~~for ~~technology~~our toservices ~~undertake~~at ~~and~~the ~~support~~beginning ~~our~~of ~~incubation~~each ~~model~~month asand our services are wecompleted ~~build-out~~at ~~new,~~the ~~innovative~~end ~~ideas~~of the month. We also generate revenue through marketing campaigns for product or service launches and other non-recurring events.

~~-13-~~Critical Accounting Policies and Estimates

~~Table~~Our significant accounting policies are more fully described in Note 3 of ~~Contents~~our audited financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain estimates.

~~In addition~~Accounts toReceivable ~~Device ID extraction~~ and ~~programmatic~~Allowance ~~display,~~for ~~Specificity~~Doubtful ~~offers a whole host of marketing services including:~~Accounts

●We ~~Email~~do ~~Marketing~~not have significant accounts receivable as our billing practice requires that our clients provide an upfront form of payment prior to commencement of services each billing period. Accordingly, we do not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on our 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. Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. We consider any significant changes to the financial condition of our clients and any other external market factors that could indicate that our client may have difficulty meeting their financial obligations. We do not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on our 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.

~~● Automated Marketing~~16

●Table ~~Retargeting~~of ~~Marketing~~Contents

●Revenue ~~Content Marketing~~Recognition

●The ~~Social~~FASB ~~Media~~issued ~~Content~~Accounting ~~Creation~~Standards Update (“ASU”) No. 2014-09, codified as 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.

●We ~~Digital~~provide ~~Production~~digital ~~Marketing~~marketing services. A significant number of our clients are billed a fixed monthly retainer for our services and such retainer is automatically renewed on a monthly basis on the first of the month unless cancelled by the client in accordance with the terms of the service agreement. Revenue is recorded as services are performed which typically all occurs within a calendar month. If any customer pays for digital marketing services in advance for a planned campaign or non-recurring event, those payments are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are delivered. Our contracts with customers do not typically have performance conditions, milestones or other conditions that would prevent revenue from being earned in the month our services are delivered.

●Convertible ~~Creating Brand Standards~~Debt

●We ~~Logo~~may ~~Creation~~enter into negotiated short term convertible debt agreement to provide bridge capital in between equity raises. Our convertible debt agreements include an original issue discount, freestanding stock awards or warrants as additional consideration, and a common stock conversation feature that may be exercised by the noteholder that is either at or out of the money. We evaluate the terms of convertible debt issue prior to accepting such agreements to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs, and contingency has been resolved. We account for the following convertible debt features when present:

●· ~~Website~~Embedded ~~Creation~~Derivatives. We estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt.

●· ~~Brochure~~Beneficial ~~Creation~~Conversion Feature. If the conversion feature is not treated as a derivative, we assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued or modified. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount on the balance sheet. We then amortize the debt discount to interest expense in the statements of operations over the debt term. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense which is included in the caption “interest expense” in the statements of operations.

●· ~~Print~~Warrants ~~Marketing~~issued as consideration with Convertible Debt. We estimate the fair value of any warrants issued in connection with convertible debt and record the fair value of such warrants as a debt discount, which is recorded as a contra-liability against the debt and amortized the balance over the life of the underlying debt as amortization of debt discount expense which is included in the caption “interest expense” in the statement of operations. The offset to contra-liability is recorded as additional paid in capital if the stock consideration is not treated as a derivative. We estimate the fair value of warrants issued using a Black Scholes option pricing model which is a Level 2 fair value measurement.

~~● Targeted Print Campaigns~~17

●Table ~~Google~~of ~~and Bing Display Ads~~Contents

●· ~~Google~~Stock issued as consideration with Convertible Debt. We estimate the fair value of common stock awarded in connection with the issuance of convertible debt as a debt discount. We record debt discounts as a contra-liability against the debt and ~~Bing~~amortize ~~Pay~~the ~~per~~balance ~~Click~~over ~~Campaigns~~the life of the underlying debt as amortization of debt discount expense which is included in the caption “interest expense” in the statement of operations. The offset to contra-liability is common stock for the par value of common stock issued and the balance is recorded as additional paid in capital if the stock consideration is not treated as a derivative. We estimate the value of stock issued in connection with convertible debt based on quoted market prices for the Company’s common stock which is a Level 1 fair value measurement.

●If ~~Google~~the ~~Local~~conversion ~~Service~~feature ~~Ads~~does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

●Share-Based ~~Text (SMS) Campaigns~~Compensation

●Share-based ~~Search~~compensation ~~Engine~~is ~~Optimization~~accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Share-based compensation is recorded in the statement of operations. Issuances of share-based compensation to date did not include any service performance element and as such equity awards were expensed and reported as share based compensation in the statement of operations when granted to recipients.

●Recent ~~Blog~~Accounting ~~Creation~~Pronouncements

●Recent ~~Voice~~accounting ~~Marketing~~pronouncements are more fully described in Note 3 of our audited financial statements.

●Results ~~Radio~~of ~~Commercial~~Operations ~~Creation~~for the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022

~~● Influencer Marketing Collaboration~~Revenues

●During ~~Proximity~~the ~~Marketing~~year ended December 31, 2023, our revenue decreased to $1.1 million as compared to $1.2 million in 2022. The decrease in revenues was primarily related to timing of marketing campaigns for which we collected revenue in advance but did not complete the campaign until the following year.

~~Strategic Vision~~Cost of revenues

~~Specificity~~During the year ended December 31, 2023, cost of revenues decreased ~~Inc~~to $548,278 as compared to $765,888 in 2022 as we did not spend as much acquiring market data to run client marketing campaigns and services. Our istotal acost ~~technology~~of ~~company~~services ~~with~~may 2fluctuate ~~core~~from ~~missions:~~time to time depending on the types of marketing services and campaigns we run for our clients.

1)Operating First, we endeavor to deliver the latest digital marketing technology to companies of all sizes making them nationally, regionally and locally competitive. In this capacity, we come to the table already vertically integrated and capable of executing any size campaign flawlessly.expenses

2)During ~~Secondarily~~the year ended December 31, ~~Specificity~~2023, isoperating aexpenses ~~tech~~significantly decreased ~~incubator~~to $1.3 Wemillion ~~identify~~as ~~technology-based~~compared ~~marketing~~to ~~solutions,~~$4.1 ~~take~~million anin ~~equity~~2022. ~~share~~The ~~position~~decrease in ~~return~~operating ~~for~~expenses ~~utilizing~~was primarily due to a reduction in our ~~internal~~sales ~~resources~~team toand ~~complete~~administrative ~~the~~staff. ~~buildout~~We ofattempted ~~technology-based~~to ~~solutions,~~execute ~~and~~an ~~then~~aggressive ~~using~~sales ~~our~~growth ~~marketing~~strategy ~~prowess~~in 2022 to ~~draw~~test ~~clients~~our ability to ~~these~~scale our ~~businesses.~~business Wemodel; ~~have~~but ~~the~~later ~~internal~~decided ~~personnel~~ to ~~successfully~~scale ~~complete~~back ~~these~~and ~~projects~~run with a nimbler and ~~our~~more ~~marketing~~experienced ~~capabilities~~sales ~~will~~team. ~~deliver~~Another ~~lower~~significant ~~advertising~~reason for ~~costs~~the decrease was due to ~~launch~~lower ~~new~~share ~~projects~~based ~~making~~compensation ~~growth~~expense ~~faster~~awarded to ~~attain~~employees and consultants in 2022.

~~Digital Marketing~~18

~~As a~~Table ~~digital marketing agency, Specificity is an early adopter~~ of innovative digital marketing tools. Our team keeps our clients ahead of the technology curve instead of chasing it. Our ability to identify audiences in granular ways other tech companies have given up on, positions us well to deliver better results at lower costs. By delivering ads to more targeted audiences, our clients enjoy the benefit of focusing 100% of their digital spend on audiences that make sense for their products and services. While the large social media/tech companies are eliminating or limiting access to targeting tools, we continue to add better targeting tools all the time.Contents

~~As digital~~Other marketing continues to evolve, Specificity finds itself with an incredibly unique opportunity. While the large tech companies and social media firms are removing targeting mechanisms from their platforms, businesses are waking up to the fact that more targeted audiences lower their CPA (cost per acquisition) and dramatically improve their ROI. As each day goes by, business owners have learned that the less targeted their campaigns are the more money and time they waste. Reaching the audiences they were easily able to reach just a few years back is made more expensive with the removal of targeting mechanisms. It is all done in the name of political correctness, but it is obvious to most, that their true motivation is to drive ad spend up to drive revenue for themselves.expenses

During the year ended December 31, 2023, other expenses increased to $295,326 as compared to $52,344 in 2022. The increase in other expenses was due to higher interest expenses related to original issue discounts tied to convertible debt and related debt inducements and a non-~~14-~~recurring intangible asset impairment charge associated with our decision to discontinue our investor center software solution. We originally developed an investor center marketing solution to help small issuers market their securities to smaller investors; however, we were late to the market and unable to deploy our solution before other larger players entered the space.

~~Table~~Provision offor ~~Contents~~income taxes

~~All of~~During these events put Specificity in a great position to acquire new clients in mass. Our capital raise will in large part be used to grow our sales team in two regions initially and then expand quickly thereafter. The two regions we are starting with are the ~~Tampa~~year ~~and~~ended ~~New England~~December ~~markets and will be targeting clients with revenues between$5~~31,~~000,000~~ 2023 and ~~$25~~2022,~~000,000.~~ ~~The~~there ~~revenue~~was ~~target~~no ~~speaks to both retainer~~provision ~~and~~for ~~retention.~~income Wetaxes ~~know~~as ~~that~~we ~~clients~~had ~~with~~a ~~this~~net ~~type~~operating ~~of revenue typically have internal marketing teams that are more suited to understand analytics and can more easily track results~~losses. ~~When~~In ~~this is the case~~2023, ~~these~~we ~~clients~~placed ~~stay~~a ~~longer~~full ~~and~~valuation ~~are~~allowance ~~more~~on ~~active~~net indeferred ~~running~~tax ~~the~~assets ~~campaign making~~of ~~it far easier to produce new creative and get it approved more quickly~~$1, ~~a critical component for campaign optimization~~970,690.

~~We also~~Net know that clients with these revenues spend on average, $5,100 per month. This is important because this retainer level ensures profitability after accounting for sales expense and the overhead required to execute a campaign. While Specificity welcomes smaller businesses as well as larger businesses, targeting these size companies through our sales efforts will ensure both long-term retention and profitability. Both Tampa and the New England region have a plethora of companies that fall into this category. Tampa has 9,991 companies with annual revenue between 5 and 25 million. (insert breakdown provided here for Tampa as well as New England here) The New England market boasts far more in our targeted range.loss

~~In addition~~During tothe ~~being~~year ~~home~~ended toDecember ~~many~~31, ~~companies we seek to engage~~2023, ~~there~~our isnet ~~another~~loss ~~reason~~decreased ~~these two regions were selected. Kevin Frisbie is~~to ~~an investor in Specificity and possesses a long track record for running highly productive sales teams. He will be recruiting~~$1,069,636 ~~training and~~as ~~managing~~compared ~~the~~to ~~sales team in the New England market and clearly has a vested interest in its’ success. Our CEO~~$3, ~~Jason Wood~~779,494 ~~similarly possesses a long track record for managing sales teams and will be recruiting, training and managing the team~~ in ~~the~~2022 ~~Tampa~~due ~~market.~~to ~~Between~~ the ~~two~~reasons ofstated ~~these seasoned pros, growing their respective markets should be accomplished in the timeline provided in the projections~~above.

~~While we~~Liquidity ~~project~~and ~~strong~~Capital revenue growth in 2023, our other mission is to buildout internal capacity to facilitate growth. A portion of our capital raise will go towards that end. Having a well-trained staff in place will not only allow for the expeditious on-boarding of new clients but will also go a long way in retaining clients we bring on. Strong client retention is foundational to long-term success in our business. We have already automated much of what we do so the length of time required to properly train people is drastically reduced.Resources

~~Tech~~We may need to raise additional capital to fund our operations and ~~Incubator~~there can be no assurance that additional capital will be available on acceptable terms or at all. In the short term, we must raise additional capital through debt or equity financing to support our business operations and to grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity to meet minimum operating requirements.

~~In the~~Net ~~digital~~Working marketing space, there are numerous opportunities for project completion. Men and women across the country have great ideas but not the resources to finish their projects. Our model is simple, once we identify these opportunities, we will negotiate an equity share position in return for using our resources to complete the buildout. These resources include our website design team, programmers, graphic designers, digital marketers and management.Capital

~~Due~~At toDecember ~~the~~31, ~~nature~~2023, ~~of what~~ we ~~do,~~had wea ~~welcome~~net ~~these~~working ~~projects~~capital ~~with~~deficit ~~both~~of ~~the~~approximately $920,369 ~~ability~~compared to ~~help~~a ~~complete~~net ~~them~~working ~~and~~capital ~~the~~deficit ~~ability~~of to$354,411 ~~market~~at ~~them~~December 31, 2022. We ~~can~~Our ~~identify~~immediate ~~the~~sources ~~audience~~of ~~most~~liquidity ~~likely~~include tocash ~~use~~and cash ~~them~~equivalents and ~~then~~accounts ~~aggressively~~receivable; ~~advertise~~however, tothese ~~that~~cashflows ~~audience~~from operations at this stage of our development will not sustain our operations. ~~Our~~As ~~goal~~shown in ~~doing~~our soaudited isfinancial tostatements, ~~spin them~~we ~~off~~have, ~~into~~since ~~their~~inception, ~~own~~financed ~~company~~operations and ~~then~~limited ~~take~~capital ~~our~~expenditures through ~~profit~~the ~~when~~sale ~~the~~of ~~time~~stock isand ~~right~~convertible notes and working capital funded debt.

~~PickPocket~~We relied on proceeds from customer payments and financing activities from the sale of common stock in 2022 and 2023 to fund our business operations and growth plans.

~~This model~~We ismust ~~being~~successfully ~~proven~~execute ~~now.~~our ~~Specificity~~business ~~acquired,~~plan ~~then~~to ~~completed~~increase ~~a digital marketing platform called PickPocket. It offers its users location-based~~profitability ~~device ID extraction~~ in aorder ~~self-serve~~to ~~platform~~achieve ~~wherein~~positive ~~users~~cash ~~can~~flows ~~define the parameters of their own campaign. It aims~~ to ~~compete~~sustain ~~with the~~adequate ~~marketing~~liquidity ~~mechanisms~~without inrequiring ~~social~~additional ~~media~~funds ~~companies.~~from ~~Just~~external assources ~~they~~to ~~are removing targeting capabilities, PickPocket will hit the market~~meet ~~offering~~minimum ~~very~~operating ~~granular targeting~~requirements. ~~Users~~We onmay ~~PickPocket~~need ~~are~~to inraise ~~total~~additional ~~control~~capital ofto ~~their~~fund ~~campaign~~our ~~and~~operations ~~can dictate spend level, locations to target,~~ and ~~the~~there ~~duration~~can ofbe ~~the~~no ~~campaign.~~assurance Forty-eight hours after the campaign is complete, PickPocket clients get an email containing detailed analytics, including foot traffic attribution reporting. This reporting tells the client how many people physically visited their location out of all the device IDs that ~~were marketed to during the campaign. The report also contains tracking for impressions,~~additional ~~clicks,~~capital ~~form fills, and ecommerce conversions where appropriate. We have launched PickPocket and~~ will be ~~fully~~available ~~capitalizing~~on ~~the~~acceptable ~~marketing through~~terms ~~fiscal~~or ~~year~~at ~~2023~~all.

~~-15-~~Cash Flows from Operating Activities

~~Table~~Cash provided by operating activities provides an indication of ~~Contents~~our ability to generate sufficient cash flow from our recurring business activities. For the year ended December 31, 2023, net cash used in operations was $603,658 driven primarily by current year operating loss and accrued liabilities, partially offset by non-cash expenses including debt discount amortization, intangible asset impairment and stock-based compensation. For the year ended December 31, 2022, net cash used in operations was approximately $2,003,238 driven by current year operating loss, partially offset by stock compensation.

~~The Investor Center~~19

~~Another project~~Table we have brought in-house is the Investor Center. This is an online portal allowing investors to completely customize their own user experience. They can choose what news feeds to populate on their home screen, which stocks to follow, what industries to track, which OTC companies to follow, which companies seeking private investment to keep track of ~~and much, much more. This service is subscription based.~~Contents

~~In addition~~Cash toFlows ~~providing~~from ~~users~~Investing with a customized experience, The Investor Center brings together companies seeking investment with brokers, investors and private equity firms. Paid advertising on the platform is available for companies seeking to garner investor attention or for brokers seeking to offer their services to investors. There are many revenue streams available, and our sales team will investigate every available opportunity.Activities

~~Currently, we~~For ~~have~~the ~~completed~~year ~~the~~ended ~~website~~December ~~buildout~~31, ~~with~~2023, ~~full~~there ~~functionality~~were ~~and~~no ~~will~~inflows beor ~~launching~~outflows for ~~very~~investing ~~soon~~activities. ~~The~~For ~~future goal for~~ the ~~investor~~year ~~center is~~ended toDecember ~~utilize~~31, a2022, ~~full~~net ~~stack~~cash ~~developer~~used toin ~~turn~~investing ~~this~~activities ~~into~~was a$10,280, ~~native~~which ~~app~~we ~~for~~used ~~iPhone~~to ~~and~~purchase office ~~Android~~equipment.

~~Going Concern~~Cash Flows from Financing Activities

AsCash provided by financing activities provides an indication of our ~~reflected~~debt infinancing ~~the~~and ~~accompanying~~proceeds ~~financial~~from ~~statements,~~capital ~~during~~raise transactions. For the year ended December 31, ~~2022~~2023, ~~the~~net ~~Company~~cash ~~incurred~~provided aby ~~net~~financing ~~loss~~activities was of $4629,~~344~~998,~~532 and~~ ~~used~~primarily ~~cash~~due ofto ~~$2,036,911~~the inproceeds ~~operating~~from ~~activities.~~working ~~These~~capital ~~factors~~funding ~~raise~~advances ~~substantial~~from ~~doubt~~specialty ~~regarding~~lenders, ~~the~~proceeds ~~Company’s~~from ~~ability~~the tosale ~~continue as~~of a convertible ~~going~~note, ~~concern.~~proceeds Wefrom ~~have~~sale ~~evaluated~~of ~~the~~common ~~conditions~~stock orand ~~events~~proceeds ~~that~~from ~~raise~~advances ~~substantial~~from ~~doubt~~our ~~about~~CEO. For the ~~Company’s~~year ~~ability~~ended asDecember a31, ~~going~~2022, cash ~~concern~~provided ~~within~~by ~~one~~financing ~~year~~activities ofwas ~~issuance~~1,398,495, ofprimarily due to the ~~financial~~proceeds ~~statements~~from sale of common stock and proceeds from working capital advances from our CEO.

~~While the~~Off-Balance ~~Company~~Sheet 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 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.Arrangements

~~Critical Accounting~~We ~~Policies~~have ~~and~~no ~~Estimates~~off-balance sheet financing arrangements.

~~Our significant~~Contractual accounting policies are more fully described in the notes to our consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain estimates.Obligations

~~Use~~ Not required of ~~Estimates~~smaller reporting companies.

~~The preparation~~Item of7A. ~~the~~Quantitative ~~financial statements in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~Qualitative ~~that~~Disclosure ~~affect~~About ~~the~~Market 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.Risk

~~Concentration~~ Not required of ~~Credit~~smaller ~~Risk~~reporting companies.

~~Cash and~~Item ~~cash~~8. ~~equivalents~~Financial ~~are~~Statements ~~maintained at financial institutions~~ and, atSupplementary times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. The Company has never experienced any losses related to these balances.Data

~~Cash~~ Our consolidated financial statements and ~~Cash~~notes ~~Equivalents~~thereto and the report of our independent registered public accounting firm, are set forth on pages F-1 through F-26 of this report.

~~The Company~~Item ~~classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents~~9. ~~Management~~ ~~determines~~Changes ~~the~~in ~~appropriate classification of its investments at the time of purchase~~ and ~~reevaluates~~Disagreements ~~the~~with ~~designations~~Accountants ~~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~~Accounting ~~instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term~~ and ~~those~~Financial ~~with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method.~~ Disclosure

~~-16-~~On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers CPA PC (“BF Borgers”) that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, Borgers agreed to a permanent ban on appearing or practicing before the SEC. The reports of BF Borgers on our financial statements for the fiscal years ended December 31, 2022 and 2021 were within the scope of the SEC’s identified period of BF Borgers fraudulent issuance of audit reports. The reports of BF Borgers on our financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to our ability to continue as a going concern.

~~Table~~On May 7, 2024, as a result of ~~Contents~~Borgers’ settlement with the SEC, the Board of Directors of Specificity, Inc. dismissed BF Borgers as our independent registered public accounting firm. We anticipated that we would not be able to timely file our 2023 Form 10-K due to the charges against BF Borgers and filed Form NT 10-K on March 29, 2024 to report a delay in our ability to timely file Form 10-K for 2023. After the SEC announced its permanent ban on BF Borgers as a registered public accounting firm we filed Form 15-15D on July 15, 2024 to temporarily suspend our periodic filing requirements. As a result of the SEC permanent ban against BF Borgers we were unable to file our Form 10-K or quarterly reports as required. Our inability to file timely financial reports for the year ended 2023 and 2024 was outside of our control due to the permanent ban against BF Borgers and the time it took to identify a qualified independent registered public accounting firm. In August 2024, we engaged CM3 Advisory as our new independent registered accounting firm. CM3 Advisory conducted audit procedures on our opening balances for January 1, 2022, fiscal years ended December 31, 2022 and 2023.

~~Accounts Receivable and Allowance for Doubtful Accounts~~20

~~Accounts receivable~~Table ~~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.Contents

~~Revenue Recognition~~Item 9A. Controls and Procedures

~~The Financial~~As ~~Accounting~~of ~~Standards~~the ~~Board~~end ~~(“FASB”)~~of ~~issued~~the ~~Accounting~~period ~~Standards~~covered ~~Update~~by ~~(“ASU”)~~this ~~No.~~Annual ~~2014-09~~Report, ~~codified~~our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined ~~Accounting~~in ~~Standards~~Rules ~~Codification~~13a-15(e) and 15d-15(~~“ASC”~~e) ~~606~~of ~~Revenue~~the ~~from~~Exchange ~~Contracts~~Act. ~~with~~Based ~~Customers,~~on ~~which~~the ~~provides~~evaluation aand ~~single~~the ~~comprehensive~~identification of the material weaknesses ~~model~~in ~~for~~internal ~~entities~~control toover ~~use~~financial inreporting ~~accounting~~described ~~for~~below, ~~revenue~~our ~~arising~~Chief ~~from~~Executive ~~contracts~~Officer ~~with~~and ~~customers.~~Chief ~~The~~Financial ~~Company~~Officer ~~adopted~~concluded ~~ASC~~that, as ~~606~~of ~~upon~~December ~~Inception~~31, 2023, our disclosure controls and procedures over financial reporting were not effective.

~~The Company~~Evaluation ~~provides~~of ~~online~~Disclosure ~~marketing~~Controls ~~services.~~and ~~The Company’s revenue is generated on services priced at fixed rates. Revenue is recorded as services are performed which typically all occurs within a calendar month.~~Procedures

~~Right~~Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for the Company. As of ~~Use~~the ~~Assets~~end of the period covered by this Annual Report, our Chief Executive Officer and ~~Liabilities~~Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our financial reporting disclosure controls and procedures were not effective.

~~The Company~~Management’s ~~determines~~Report ~~if an arrangement is a lease at inception. This determination generally depends~~ on ~~whether~~Internal ~~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~~Financial 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.Reporting

~~The~~Pursuant to Rule 13a-15(c) under the Securities Exchange Act of 1934, ~~lease~~as ~~term~~amended ~~for~~(“Exchange ~~all~~Act”), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the ~~Company’s~~effectiveness ~~leases~~of ~~includes~~our internal control over financial reporting as of the ~~non-cancellable~~end of the period covered by this report , using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the ~~lease~~Treadway ~~plus~~Commission. ~~any~~The ~~additional~~term ~~periods~~“internal ~~covered~~control over financial reporting”, as defined under Rule 13a-15(f) byunder ~~either~~the Exchange Act, means a ~~Company~~process ~~option~~designed toby, ~~extend~~or (under the supervision of, the issuer’s principal executive officer and principal financial officers, or ~~not~~persons performing similar functions, and effected by issuer’s board of directors, management and other personnel, to ~~terminate~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance ~~lease~~of records that in reasonable detail accurately and fairly reflect the ~~Company~~transactions isand ~~reasonably~~dispositions ~~certain~~of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to ~~exercise~~permit preparation of financial statements in accordance with generally accepted accounting principles, orand anthat ~~option~~receipts and expenditures of the issuer are being made only in accordance towith ~~extend~~authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or ~~not~~timely todetection of ~~terminate)~~unauthorized ~~the~~acquisition, ~~lease~~use ~~controlled~~or bydisposition of the ~~lessor.~~issuer’s ~~Options~~assets ~~for~~that ~~lease~~could ~~renewals~~ have ~~been~~a ~~excluded~~material ~~from~~effect on the ~~lease~~financial ~~term~~statements. ~~(and~~Based ~~lease~~upon ~~liability)~~the ~~for~~evaluation of the ~~majority~~internal control over financial reporting at the end of the period covered by this report, the Company’s Chief ~~leases~~Executive asOfficer ~~the~~and ~~reasonably~~Chief ~~certain~~Financial ~~threshold~~Officer isconcluded that our internal control over financial reporting were not ~~met.~~effective as a result of continuing weaknesses principally due to the following:

~~Lease payments~~· ~~included~~We inhad ~~the~~not ~~measurement~~established ofadequate ~~the~~financial ~~lease~~reporting ~~liability~~monitoring ~~are~~activities ~~comprised~~to ofmitigate ~~fixed~~the ~~payments,~~risk ~~variable~~of ~~payments~~management ~~that depend on index or rate~~override, ~~and~~specifically ~~amounts~~because ~~probable~~there toare befew ~~payable~~employees ~~under~~and ~~the~~only ~~exercise~~one ofofficers ~~the~~with ~~Company~~management ~~option~~functions toand ~~purchase~~therefore ~~the~~there ~~underlying~~is ~~asset~~lack ifof ~~reasonably~~segregation ~~certain~~of duties.

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 September 30, 2022, management determined that there were no variable lease costs.21

~~-17-~~Table of Contents

~~Table~~· ofWe ~~Contents~~had inadequate document retention policies and procedures to ensure that all financial transactions were maintained and easily accessible.

~~Fair Value~~· ~~Measurements~~We had inadequate policies and procedures related to internal control over financial reporting and as such relied heavily on outside consultants and advisors to assist us in the preparation of the annual and quarterly financial statements and partners with us to ensure compliance with US GAAP and SEC disclosure requirements.

~~The Company~~At ~~follows~~such ~~FASB~~time ~~ASC~~as ~~820,~~we ~~Fair~~raise ~~Value~~additional ~~Measurements~~working ~~and~~capital, ~~Disclosures~~we ~~(“ASC~~plan ~~820”)~~ to ~~measure and disclosure the fair~~add ~~value~~staff, ofinitiate ~~its~~training, ~~financial~~add ~~instruments.~~additional ~~ASC~~subject ~~820~~matter ~~establishes~~expertise aso ~~framework~~that ~~for~~we ~~measuring~~may ~~fair~~improve ~~value~~our inprocesses, ~~U.S.~~policies, ~~GAAP~~procedures, and ~~expands disclosures about~~documentation ~~fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels~~ of ~~fair~~our ~~value~~internal ~~hierarchy~~control ~~defined by ASC 820 are described below:~~processes.

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.

Changes in Internal Control over Financial Reporting

~~Financial assets~~There ~~are~~have ~~considered~~been ~~Level~~no 3changes ~~when~~in ~~their~~our ~~fair~~internal ~~values~~control ~~are~~over ~~determined~~financial ~~using~~reporting that ~~pricing~~occurred ~~models,~~during ~~discounted~~our ~~cash~~last ~~flow~~fiscal ~~methodologies~~quarter orthat ~~similar techniques~~have ~~and~~materially ataffected, ~~least~~or ~~one~~are ~~significant~~reasonably ~~model~~likely ~~assumption~~to ormaterially ~~input~~affect, isour ~~unobservable~~internal control over financial reporting.

~~The fair~~Item ~~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~~9B. IfOther 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.Information

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.None

~~Property and~~Item ~~Equipment~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~Property and~~Not 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) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statement of operations.applicable

~~Impairment of~~Part ~~Long-Lived Assets~~III

~~Long-lived assets~~Item ~~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~~10. 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 flowsDirectors, anExecutive 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 31Officers, ~~2022~~ and ~~2021,~~Corporate ~~there were no asset impairments.~~Governance

~~Income Taxes~~Our current Directors and Officers of the Company are as follows:

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.

Name	Age	Position
Jason Wood	48	Director, Chairman, President, CEO, CFO, Secretary and Treasurer
Kevin D. Frisbie	53	Director and Chief Revenue Officer
William Anderson	70	Director, COO, Retired January 1, 2024
Richard Berry	59	COO, Appointed November 1, 2024

~~-18-~~Jason Wood – Founder, Chairman and CEO

~~Table~~Jason Wood is the founder and majority owner of ~~Contents~~Specificity, Inc. Jason is responsible for leading the vision and growth of the company. Jason put together four portfolio digital marketing companies into the current digital marketing offering to reach hyper-focused audiences to boost sales for clients. Prior to forming Specificity Jason was the CEO of Actionable Insights, a digital marketing firm that was formed in October 2011.

~~The Company’s~~Jason ~~income~~studied ~~tax~~Marketing ~~returns~~at ~~are based on calculations and assumptions that are subject to examination by~~ the ~~Internal~~University ~~Revenue Service and other tax authorities. In addition, the calculation~~ of ~~the~~Missouri ~~Company’s~~while ~~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.~~full ~~The~~athletic ~~first~~scholarship ~~step~~before istransferring to ~~evaluate~~Southwest ~~the~~Missouri ~~tax~~State ~~position~~University. ~~for~~After ~~recognition~~college, byJason ~~determining~~immediately ifbegan ~~the~~a ~~weight~~sales ~~of available evidence indicates that it is~~career ~~more~~in ~~likely~~Springfield, ~~than~~Missouri ~~not~~whereby ~~that~~his ~~the~~passion ~~position~~for ~~will~~sales beand ~~sustained~~marketing ~~on audit~~flourished, ~~including~~catapulting ~~resolution~~him ofinto ~~related appeals or litigation processes, if any. The second step is to measure~~ the ~~tax~~world ~~benefit as the largest amount that is more than 50% likely~~ of ~~being~~sales ~~realized~~and ~~upon settlement~~marketing. Jason ~~While~~earned ~~the~~countless ~~Company~~sales ~~believes~~awards itthroughout ~~has~~his ~~appropriate~~career. ~~support~~In ~~for the positions taken on its tax returns~~fact, ~~the~~he ~~Company~~was ~~regularly assesses~~ the ~~potential~~top ~~outcomes~~performing ofsalesperson ~~examinations~~for byevery ~~tax~~company ~~authorities in determining the adequacy of its provision~~ for ~~income~~whom ~~taxes~~he worked. ~~The~~Wood’s ~~Company continually~~entrepreneurial ~~assesses~~background ~~the~~is ~~likelihood~~just ~~and~~as ~~amount~~impressive. ofJason ~~potential~~successfully ~~adjustments~~owned and ~~adjusts~~operated ~~the~~an ~~income~~automotive ~~tax~~lift ~~provision~~company, ~~income taxes payable and~~ ~~deferred~~two ~~taxes~~sales/marketing inconsulting ~~the~~firms, ~~period in which the facts that give rise to~~ a ~~revision~~digital ~~become~~marketing ~~known.~~firm Asand ofnow ~~September~~leads ~~30,~~Specificity ~~the Company does not believe any provisions are required in connection with uncertain tax positions as there are none~~Inc.

~~Per Share Information~~22

~~Basic net~~Table ~~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 not have any dilutive shares.Contents

~~Stock Based~~Kevin ~~Compensation~~D. Frisbie – Director and Chief Revenue Officer

~~The~~Kevin Frisbie is a director of Specificity, Inc. Kevin is currently ~~Company~~the ~~recognizes~~Founder asand ~~compensation~~President ~~expense~~of ~~all~~Frisbie ~~share-based~~& ~~payment~~Associates, ~~awards~~a ~~made~~comprehensive tofinancial ~~employees~~services firm with offices in Lewiston, ~~directors~~Brewer, and ~~consultants~~Mexico, Maine, ~~including~~with ~~grants of~~other ~~stock~~affiliate locations in Saco, ~~stock~~Hallowell, ~~options~~Bath, and ~~warrants~~Portland. When Kevin originally launched his own financial services practice over five years ago, ~~based~~he onworked ~~estimated~~with ~~fair~~a ~~values~~strong focus in the area of strategic planning for social security and retirement. ~~Fair~~Since that ~~value~~time, ishe ~~generally~~has ~~determined~~expanded ~~based~~his onoffice ~~the~~and ~~closing~~team ~~price~~to ofaddress virtually every personal investment and insurance need an individual, business, or family may have throughout the ~~Company~~entire course of their lives. Kevin’s ~~common~~financial ~~stock~~services onexpertise ~~the~~will ~~date~~be helpful to the Board of ~~grant~~Directors and isthe ~~recognized~~CEO ~~over~~as we navigate the ~~service~~financial ~~period~~securities markets as a publicly traded company.

~~New Accounting~~William ~~Pronouncements~~(“Bill”) Anderson – Director/COO

~~In July~~Bill ~~2018~~Anderson is one of our original founders, ~~the~~a ~~FASB~~director ~~issued~~and ~~ASU~~our NoCOO. Bill’s ~~2018-11, Leases~~experience ~~(Topic~~extends ~~842):~~from ~~Targeted~~corporate ~~Improvements,~~management ~~which~~in ~~provided~~the anFortune ~~alternative~~100 ~~transition method~~arena ~~when~~to ~~initially~~management ~~applying~~consulting ~~ASU~~and ~~2016-02~~business development. Bill ~~Companies~~is ~~may~~well ~~elect~~traveled toand ~~apply~~has ~~ASU~~lived ~~2016-02~~in atnine ~~the~~different ~~beginning~~states ofranging from the ~~earliest~~East ~~period~~Coast, ~~presented or~~West ~~recognize~~Coast, aSouthwest, ~~cumulative~~Southeast ~~effect~~Central ~~adjustment~~and the toGreat Lakes. He has spent the ~~opening~~most ~~balance~~recent of15 ~~retained~~years ~~earnings~~living and working in Ohio. Bill Worked in the ~~period~~food ofbusiness ~~adoption~~supply chain for 25 years, the last 18 with Sara Lee. ~~The~~He ~~ASU~~then iswent ~~effective for~~on ~~annual~~to ~~and~~work ~~interim~~in ~~periods~~management ~~beginning~~consulting ~~after~~for ~~December~~six 15years. After that, ~~2021.~~Bill ~~Management~~spent ~~adopted~~five ~~this~~years ~~standard~~self-employed until May 2017, before taking on ~~January~~the 1role as Chief Operating Officer of Actionable Insights, ~~2022~~a digital marketing firm, ~~which~~in aJune ~~right~~ of ~~use~~2017. Bill ~~asset~~joined ~~and~~Specificity ~~liability~~in ~~were~~November ~~recorded~~2020 as COO. Bill has a BS Degree in ~~connection~~Business ~~with~~Administration ~~the~~and ~~Company~~a Master’s ~~lease~~Degree in Management. He earned a Masters in Management as a non-traditional student and has a deep interest in and understanding of organizational development and how people work. Bill retired as our COO in July 2024.

~~The FASB~~Richard ~~issues~~Berry ~~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.COO

~~Results~~Richard Berry was appointed as COO on November 1, 2024. Richard brings with him over 30 years of ~~Operations~~executive experience driving innovation, building teams, and growing revenue for market disrupting technologies and products across various industries. Richard previously served as CEO of AquaHydrate Inc., where he led the ~~Year~~company ~~Ended~~to ~~December~~achieve 31over $15 million in annual revenue through strategic branding, ~~2022~~marketing, asnational ~~Compared~~distribution partnerships, and effective operations and sales initiatives. Under his leadership, AquaHydrate gained substantial market traction, ultimately resulting in the sale of the controlling interest in the company—valued at $50 million—to Ron Burkle’s Yucaipa Companies. As COO, Richard will be responsible for overseeing our operational strategies and supporting the ~~Year~~execution ~~Ended~~of ~~December~~key 31initiatives across its core brands: Specificity, ~~2021~~Put-Thru, and Intent Buyers. His expertise in business management, coupled with his experience in public offerings and capital markets, will support our expansion efforts and enhance investor confidence.

~~Revenues~~Committees

~~During the~~As ~~year~~of ~~ended~~the ~~December~~date ~~31,~~of ~~2022,~~this ~~revenues~~Annual ~~increased~~Report byon ~~$399,234,~~Form ~~from $749~~10-K,~~012~~ ~~for~~our ~~the~~board ~~year~~of ~~ended December 31, 2021, to 1,148,246 in~~directors ~~2022~~does asnot ahave ~~result~~any ofcommittees ~~the~~or ~~expansion of our operations~~subcommittees.

~~Cost~~The Board of Directors does not currently have a formal nominating committee as we are deemed a “controlled company” in that our CEO and Chairman, Jason Wood holds greater than 50% voting control. As such, nominations of ~~Revenues~~additional board members or nominees for shareholder election are set forth by Mr. Wood. Mr. Wood will consider shareholder nomination. However, there are currently no formal standards for accepting or rejecting such nominations.

~~During the~~The ~~year~~Board ~~ended December 31, 2022, cost~~ of ~~revenues~~Directors ~~increased~~does bynot ~~$219,647~~currently ~~from~~have ~~$372,455~~a ~~for~~formal ~~the~~auditing ~~year ended December 31, 2021, to $592,102~~committee innor ~~2022.~~a ~~Costs~~member of ~~revenues may shift dramatically depending upon how~~ the ~~Company’s~~board ~~comparative~~that ~~revenue~~is ~~profile~~a of“audit ~~the~~committee ~~products and~~financial ~~services~~expert” ~~shift~~as indefined ~~the~~by ~~future~~Item 507(d)(5).

~~-19-~~Family Relationships

~~Table of Contents~~None.

~~Operating Expenses~~23

~~During the~~Table year ended December 31, 2022, operating expenses increased by $2,142,172, from $2,707,962 for the year ended December 31, 2021, to $4,850,134 in 2022 due materially to an increase in sales and marketing, and increase in general and administrative expenses including stock based compensation of $2,264,081, with a decrease in officer compensation. The Company’s Operating Expenses may vary quarter to quarter as a result of changes to sales and marketing costs, general and administrative expenses, and other costs associated with the Company’s new and existing projects as well as other projects that it is currently reviewing.Contents

~~Other Expenses~~Involvement in Certain Legal Proceedings

~~During the~~To ~~year~~our ~~ended December 31~~knowledge, ~~2022,~~during ~~Other Expenses increased by $542 from $50,000 for~~ the ~~year~~last ~~ended~~ten ~~December 31~~years, ~~2021~~none ~~to $50,542 in 2022 as a result~~ of ~~interest~~our ~~expense. Given the Company’s financing requirements in developing its new business models, the Company’s~~directors ~~other~~and ~~(income)~~executive ~~expenses~~officers ~~may increase over time as the Company explores the use of additional debt financing.~~has:

~~Net Loss~~· Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

~~As a~~· ~~result~~Been ofconvicted ~~the~~in ~~above,~~a ~~Net~~criminal ~~Loss~~proceeding ~~increased~~or bybeen ~~$1,963,127~~subject ~~from~~to ~~$2,381,405~~a ~~for~~pending ~~the~~criminal ~~year~~proceeding, ~~ended~~excluding ~~December~~traffic ~~31,~~violations ~~2021~~and toother ~~$4,344,532~~minor ~~in 2022~~offenses.

~~Liquidity and~~· ~~Capital~~Been ~~Resources~~subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

~~Net Working~~· ~~Capital~~Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

~~We have~~· Been the subject to, ~~since~~or ~~inception~~a party to, ~~financed~~any ~~operations~~sanction ~~and~~or ~~capital~~order, ~~expenditures~~not ~~through~~subsequently ~~the~~reverse, ~~sale~~suspended or vacated, of ~~stock~~any ~~and~~self-regulatory ~~convertible~~organization, ~~notes~~any ~~and~~registered ~~debt.~~entity, ~~Our~~or ~~immediate sources~~any ofequivalent ~~liquidity~~exchange, ~~include~~association, ~~cash~~entity ~~and~~or ~~cash~~organization ~~equivalents,~~that ~~accounts~~has ~~receivable,~~disciplinary ~~and~~authority ~~unbilled~~over ~~receivables~~its members or persons associated with a member.

~~At December~~Code ~~31, 2022, we had a net working capital deficit~~ of approximately $988,337 compared to a net working capital deficit of $379,819 at December 31, 2021. We relied on proceeds from prepaid expenses and financing activities from the sale of preferred and common stock throughout fiscal year 2022. We relied on proceeds from the sale of common stock, the sale of preferred stock, and accounts payable throughout fiscal year 2021.Ethics

We ~~must~~ ~~successfully~~do ~~execute~~not ~~our~~currently ~~business~~have ~~plan~~a tocode ~~increase~~of ~~profitability~~ethics inthat ~~order~~applies to ~~achieve~~any ~~positive cash flows to sustain adequate liquidity~~member ~~without~~of ~~requiring~~the ~~additional~~Board ~~funds~~of ~~from~~Directors ~~external~~or ~~sources to meet minimum operating requirements. We may need to raise additional capital to fund~~ our ~~operations~~executive ~~and there can be no assurance that additional capital will be available on acceptable terms or at all~~officers.

~~Generally, the~~Section ~~Company~~16(a) ~~has~~Beneficial ~~insufficient~~Ownership ~~capital~~Reporting to maintain operations. Cashflows from operations of the Company and all its subsidiary holdings will not sustain the Company’s operations, let alone its filing requirements, unless there is substantial influx of cash flow through either debt and/or equity financing.Compliance

~~-20-~~Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

~~Table~~Item of11. ~~Contents~~Executive Compensation

Cash Flows from Operating Activities

Name and Principal Position	Title	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Jason Wood	Chairman, CEO and President	2023	$7,002	$-0-	$-0-	$-0-	$-0-	$-0-	$189,659(1)	$196,661
Jason Wood	Chairman, CEO and President	2022	$11,521	$-0-	$-0-	$-0-	$-0-	$-0-	$301,917(1)	$313,438
William Anderson	Chief Operating Officer	2023	$88,605	$-0-	$-0-	$-0-	$-0-	$-0-	$684	$89,289
William Anderson	Chief Operating Officer	2022	$79,632	$-0-	$450,000	$-0-	$-0-	$-0-	$762	$530,394
Kevin Frisbie	Chief Revenue Officer	2023	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-
Kevin Frisbie	Chief Revenue Officer	2022	$1,560	$-0-	$210,000	$-0-	$-0-	$-0-	$20,066(2)	$231,626

~~Cash provided~~(1) In lieu of a cash base salary for the CEO, we cover his personal living expenses and other expenses incurred by ~~operating~~other ~~activities~~entities ~~provides~~controlled anby ~~indication~~Mr. ofWood. ~~our~~These ~~ability~~amounts toare ~~generate~~not ~~sufficient~~going ~~cash~~to ~~flow~~be ~~from~~repaid ~~our~~and ~~recurring~~thus ~~business~~were ~~activities~~treated as compensation.

~~For the year ended December 31, 2022, net cash used in operations was approximately $~~(2~~,036,911~~) ~~driven~~We ~~primarily~~covered byone-half ~~current~~(50%) ~~year~~of ~~operating loss~~our ~~and~~Chief ~~accrued~~Revenue ~~liabilities,~~Officer’s ~~offset~~health ~~primarily~~insurance ~~by stock-based compensation and accounts payable~~costs.

For the year ended December 31, 2021, net cash used in operations was approximately $1,106,374 driven by current year operating loss, offset primarily by the acquisition of Pick Pocket and subscription payable treated as officer compensation.24

~~Cash Flows~~Table ~~from~~of ~~Investing Activities~~Contents

~~For the~~Executive ~~year~~Employment ~~ended December 31, 2022, the Company had a net loss of $10,281 in cash flows from investing activities, primarily due to the purchase of property and equipment.~~Agreements

~~For the~~Jason ~~year~~Wood. ~~ended~~On ~~December~~January 311, 2021, ~~the~~we ~~Company~~entered ~~had~~into aan ~~net~~employment contract ~~loss~~with our Chief Executive Officer for which the initial term of ~~$21,142~~the inagreement ~~cash~~is ~~flows~~one ~~from~~year ~~investing~~and ~~activities,~~renews ~~primarily~~automatically ~~due~~annually. toIf the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. Our CEO does not take ~~purchase~~a salary; however, in lieu of ~~property~~a salary we cover his personal living, travel and ~~equipment~~related expenses.

~~Cash~~Willam Anderson. On January 1, 2021, we entered into ~~Flows~~an ~~from~~employment ~~Financing~~contract ~~Activities~~with our Chief Operating Officer for which the initial term of the agreement is one year and renews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. Pursuant to this agreement, William shall receive a base salary of $100,000 and be eligible for stock awards. William retired as Chief Operating Officer on January 1, 2024.

~~Cash~~Kevin Frisbie. On October 1, 2021, we entered into an ~~provided~~employment bycontract with Kevin Frisbie (~~used~~a inDirector of the Company) ~~financing~~to ~~activities~~assume ~~provides~~the role of Chief Revenue Officer to test our ability to scale our sales team in 2022. The initial term of his employment agreement was for one year, with automatic annual renewals. Upon execution of the employment agreement, we issued an ~~indication~~initial fee of 300,000 shares of our ~~debt~~Series ~~financing~~B Preferred Stock and ~~proceeds~~agreed ~~from~~to ~~capital~~pay ~~raise~~a ~~transactions~~monthly fee of 10,000 shares of common stock per month. Kevin scaled back his involvement with our sales initiate at the end of 2022; but he remained accessible to us through the end of December 2023. Kevin was not paid a cash salary, stock compensation or any other compensation in 2023.

~~For the~~Richard ~~year~~Berry. ~~ended~~On ~~December~~October 3114, ~~2022~~2024, ~~cash~~the ~~provided~~Company byentered into ~~financing~~an ~~activities~~employment ~~was~~contract ~~approximately~~with $1its Chief Operations Officer,~~432~~ Richard Berry,~~169,~~ ~~primarily~~for ~~due~~which tothe initial term of the ~~proceeds~~agreement ~~from~~is one year ~~sale~~and renews automatically annually. Pursuant to this agreement, Richard shall receive a base salary of $120,000, stock award of 3,500 shares of common stock ~~and~~per ~~proceeds~~month. ~~from~~Richard ~~advances~~is ~~from~~eligible to receive a ~~related~~ten ~~party~~(10) percent commission on new revenue closed.

~~For the~~Item ~~year~~12. ~~ended~~Security ~~December~~Ownership ~~31,~~of ~~2021,~~Certain ~~cash~~Beneficial ~~provided~~Owners byand ~~financing~~Management ~~activities was approximately $1,548,249, primarily due to the proceeds from sale of common stock~~ and ~~proceeds~~Related ~~from~~Stockholder ~~subscription receivables.~~ Matters

~~In the~~The ~~short~~following ~~term~~table sets forth, weas ~~must~~of ~~raise~~February ~~additional~~24, ~~capital~~2025, ~~through~~each ~~debt~~person known orby ~~equity~~the ~~financing~~Company to ~~support~~be ~~our~~the ~~business~~officer ~~operations~~or ~~and~~director ~~grow~~of ~~our business. Over~~ the ~~long~~Company ~~term,~~or wea ~~must~~beneficial ~~successfully~~owner ~~execute~~of ~~our~~five ~~growth~~percent ~~plans~~or tomore ~~increase~~of ~~profitable~~the ~~revenue and income streams to generate positive~~Company’s ~~cash~~common ~~flows~~stock. toExcept ~~sustain~~as ~~adequate~~noted, ~~liquidity~~the ~~without~~holder ~~impairing~~thereof ~~growth~~has ~~initiatives~~sole orvoting ~~requiring~~and ~~the~~investment ~~infusion~~power ofwith ~~additional~~respect ~~funds from external sources~~ to ~~meet~~the ~~minimum~~shares ~~operating requirements~~shown. WeExcept ~~may~~as ~~need~~otherwise indicated, tothe ~~raise~~address ~~additional~~of ~~capital~~each tobeneficial ~~fund~~owner ~~our~~is ~~operations~~c/o ~~and~~Specificity, ~~there~~Inc., ~~can~~8429 beLorraine noRd., ~~assurance that~~Lakewood ~~additional~~Ranch, ~~capital will be available on acceptable terms or at all~~34202.

Off-Balance Sheet Arrangements

Shareholder(1)	Number of Shares of Common Stock Held		Number of Shares of Series A Preferred Stock(2)		Number of Shares of Series B Preferred Stock(3)(4)		Total Voting Rights(5)		Voting %
Jason Wood		6,510,000		1,000,000		-		46,510,000		93.0	%
Kevin Frisbie		330,000		-		404,000		1,138,729		2.3	%
Bill Anderson		320,000		-		-		320,000		0.6	%
ClearThink Capital Management, LLC		600,000		-		-		600,000		1.2	%
Totals		7,760,000		1,000,000		404,000		48,568,729		97.1	%

~~We have~~(1) Under noRule ~~off~~13d-~~balance~~3 ~~sheet~~promulgated under ~~financing~~the ~~arrangements~~Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

~~Contractual Obligations~~25

~~Not required~~Table of ~~smaller reporting companies.~~Contents

~~Item~~(2) Holders of Series A Preferred 8Stock have voting rights equal to exactly eighty percent (80%) of all voting rights available at the time of any vote, including Series A voting rights. ~~Financial~~As ~~Statements~~of February 24, 2025, Series A Preferred Stock, collectively and ~~Supplementary~~in ~~Data~~their entirety, have voting rights equaling 40,000,000 votes, or exactly 80% of the total voting rights of all classes of shares.

~~Our~~(3) Holders of Series B Preferred ~~consolidated~~Stock ~~financial~~do ~~statements~~not ~~and~~have ~~notes~~voting ~~thereto~~rights ~~and~~but do have the ~~report~~right ofto ~~our~~convert ~~independent~~into ~~registered~~the ~~public~~aggregate ~~accounting~~pro ~~firm,~~rata ~~are~~number ~~set~~of ~~forth~~shares of Common stock equal to onten ~~pages~~percent ~~F-1~~(10%) ~~through~~of ~~F-18~~the sum of ~~this~~the ~~report~~total issued and outstanding shares of common plus the shares of common to be issued to the holder of the Series B Preferred Stock.

~~Item~~(4) Kevin Frisbie directly 9.owns ~~Changes~~404,000 inshares of Series B Preferred Stock, and ~~Disagreements~~indirectly ~~with~~owns ~~Accountants~~through onhis ~~Accounting~~spouse, ~~and~~an ~~Financial~~additional ~~Disclosure~~104,000 shares of Series B Preferred Stock.

~~None~~(5) Total voting rights is expressed as a percentage of total authorized shares of 50 million.

~~Item 9A.~~We ~~Controls~~are ~~and~~not ~~Procedures~~aware of any arrangements that could result in a change of control.

~~-21-~~Related Party Transactions

~~Table~~On January 13, 2021, the Company and Jason Wood, as holder of ~~Contents~~100% ownership of Pickpocket, Inc., entered into an agreement whereby the Company purchased exactly 80% of the total issued and outstanding stock of Pickpocket, Inc. in exchange for a 5-year 5% promissory note in the amount of $1,000,000. The note is to be paid in quarterly payments of interest only with any remaining interest and principal due at maturity.

~~Evaluation~~ On January 13, 2021, the Company sold exactly 260,000 shares of ~~Disclosure~~Series B ~~Controls~~Preferred ~~and~~Stock ~~Procedures~~to Kevin Frisbie for $250,000.

~~The Company’s~~Pursuant ~~management~~to isthe ~~responsible~~Registration ~~for~~Statement ~~establishing~~on ~~and~~Form ~~maintaining~~S-1 ~~adequate~~as ~~disclosure~~filed ~~controls~~on ~~and procedures for the Company.~~May As20, of2022 ~~the~~and ~~end~~deemed ofeffective ~~the~~on ~~period~~June ~~covered~~1, ~~by this Annual Report~~2022, ~~our~~Jason ~~Chief~~Wood ~~Executive~~registered ~~Officer~~for ~~and~~resale ~~Chief~~exactly ~~Financial~~500,000 ~~Officer~~shares ~~performed an evaluation~~ of ~~the~~common ~~effectiveness~~stock of ~~our~~the ~~disclosure~~Company at ~~controls~~a ~~and~~price ~~procedures as defined in Rules 13a-15(e) and 15d-15(e)~~ of ~~the~~$1.50 ~~Exchange~~per ~~Act~~share. ~~Based on~~Subsequently, ~~the~~Jason ~~evaluation~~Wood ~~and~~sold ~~the~~500,000 ~~identification~~shares of the ~~material~~registered ~~weaknesses~~common instock ~~internal~~of ~~control~~the ~~over~~Company ~~financial~~to ~~reporting~~various ~~described below, our~~parties ~~Chief~~during ~~Executive~~the ~~Officer~~year ~~and~~ended ~~Chief Financial Officer concluded that, as of~~ December 31, 2022~~, the Company’s disclosure controls and procedures were not effective~~.

~~Management’s~~Otherwise, from the year ended December 31, 2021, through the year ~~Report~~ended onDecember ~~Internal~~31, ~~Control~~2022, ~~over~~there ~~Financial~~have ~~Reporting~~been no additional transactions, or any proposed transactions, in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest, that would be required to be disclosed herein pursuant to Items 404(a) and 404(d) of Regulation S-K.

~~Pursuant to~~Director Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report , using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The term “internal control over financial reporting”, as defined under Rule 13a-15(f) under the Exchange Act, means a process designed by, or under the supervision of, the issuer’s principal executive officer and principal financial officers, or persons performing similar functions, and effected by issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Based upon the evaluation of the internal control over financial reporting at the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting were not effective as a result of continuing weaknesses principally due to the following:Independence

-Our ~~The~~Board ~~Company has not established adequate financial reporting monitoring activities to mitigate the risk~~ of ~~management~~Directors ~~override,~~has ~~specifically~~determined ~~because~~that ~~there~~it ~~are~~does ~~few~~not ~~employees~~have ~~and~~a ~~only~~member that ~~one~~is ~~officers~~“independent” ~~with~~as ~~management~~the ~~functions~~term ~~and therefore there~~ is ~~lack~~used ~~of segregation of duties. - An outside consultant assists~~ in ~~the~~Item ~~preparation~~7(d)(3)(iv) of ~~the~~Schedule ~~annual~~14A ~~and~~under ~~quarterly financial statements and partners with~~ the ~~Company~~Securities toExchange ~~ensure~~Act ~~compliance with US GAAP and SEC disclosure requirements. - Outside counsel assists the Company in the external attorneys to review and editing~~ of ~~the~~1934, ~~annual and quarterly filings and to ensure compliance with SEC disclosure requirements~~as amended.

At such time as the Company raises additional working capital it plans to add staff, initiate training, add additional subject matter expertise in its finance area so that it may improve it processes, policies, procedures, and documentation of its internal control processes.26

~~Changes in~~Table ~~Internal~~of ~~Control over Financial Reporting~~Contents

~~There have~~Item ~~been~~14. noPrincipal ~~changes~~Accounting inFees ~~our~~and internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingServices.

~~Item~~The aggregate fees incurred for professional services rendered by BF 9BBorgers CPA PC (PCAOB ID: 5041) our former independent registered public accounting firm for the audit of the Company’s annual financial statements for the years presented below and review of our quarterly reports on Form 10-QT. ~~Other~~Fees ~~Information~~are reported below.

None.

Year	Audit		Taxes		Filings		Other		Total
2023	$	22,000	$	-	$	-	$	-	$	22,000
2022	$	124,714	$	-	$	-	$	-	$	124,712

~~-22-~~PART IV

~~Table~~Item of15. ~~Contents~~Exhibits, Financial Statement Schedules

PART III

Exhibit Number	Description of Exhibit	Filed
3.1	Articles of incorporation filed November 25, 2020	Form S-1 Filed June 23, 2021
3.2	Bylaws dated November 25, 2020	Form S-1 Filed June 23, 2021
3.3	Designation of Series A Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021
3.4	Designation of Series B Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021
10.1	Pickpocket, Inc. Purchase Agreement	Form S-1 Filed June 23, 2021
10.2	Promissory Note issued to Jason Wood	Form S-1 Filed June 23, 2021
10.3	ClearThink Capital Management LLC Strata Purchase Agreement dated November 30, 2023	Form S-1 Filed February 5, 2024
23.1	Consent of CM3 Advisory	Herein
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Herein
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Herein
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Herein
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Herein
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

Item 10 16. ~~Directors,~~Form ~~Executive~~10-K ~~Officers, and Corporate Governance;~~Summary

~~The current~~Not ~~Directors and Officers of the Company are as follows:~~applicable.

Name	Age	Position
Jason Wood	47	Director, Chairman, President, CEO, CFO, Secretary and Treasurer
Kevin D. Frisbie	52	Director
William Anderson	69	Director, COO

~~Jason Wood~~Table –of ~~Director/CEO~~Contents

Jason Wood is the majority owner of one of the most innovative digital marketing firms in the United States, Specificity, Inc. formed in November 2020. Specificity is an avant-garde digital marketing strategy firm which constantly seeks and deploys new digital marketing technology and implementation tools - tools for enabling simple ad deployment and measurable campaign results. Specificity is an incubator for technology start-ups in the digital marketing arena.SIGNATURES

~~Already, Specificity~~Pursuant ~~Inc. maintains four portfolio digital marketing companies all offering new and unique ways~~ to ~~reach~~the ~~hyper-focused~~requirements ~~audiences to~~of ~~boost~~the ~~sales~~Securities ~~for~~Exchange ~~clients.~~Act ~~The~~of ~~first~~1934, ~~PickPocket™, is a fully automated, self-serve, platform which includes programmatic digital~~ ~~marketing. This entity competes and improves upon~~ the ~~products~~registrant ~~offered~~has byduly ~~the~~caused ~~social~~this ~~media~~report ~~platforms by delivering marketing~~ to abe ~~dramatically more~~signed ~~granularly~~on ~~targeted~~its ~~audience.~~behalf ~~PickPocket™~~by ~~allows users to improve client conversions with only four clicks - measurable increased ROI coupled with easy campaign implementation. Additionally, customers completely control~~ the ~~spend~~undersigned ~~level,~~thereunto ~~campaign~~duly ~~duration and audience size without contractual obligations~~authorized.

Prior to forming Specificity Jason was the CEO of Actionable Insights, a digital marketing firm, beginning in October 2011.

	Specificity, Inc.

Date: 02/28/2025	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chairman of the Board of Directors, & Chief Executive Officer (Principal Executive Officer)

Date: 02/28/2025	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

~~Jason studied~~In ~~Marketing~~accordance atwith the ~~University~~Exchange ~~of Missouri while on a full athletic scholarship before transferring to Southwest Missouri State University. After college~~Act, ~~Wood~~this ~~immediately~~report ~~began~~has abeen ~~sales~~signed ~~career. It was in Springfield, Missouri whereby Wood’s passion for sales~~below ~~and~~by ~~marketing flourished, catapulting him into~~ the ~~business~~following ~~world.~~persons ~~Wood~~on ~~earned~~February ~~countless~~28, ~~sales~~2025 ~~awards~~on ~~throughout~~behalf ~~his~~of ~~career. In fact, he was~~ the ~~top~~registrant ~~performing salesperson for every company for whom he worked. Wood’s entrepreneur background is just as impressive. At 44 years, Wood has successfully owned~~ and ~~operated~~in anthe ~~automotive~~capacities ~~lift company, two sales/marketing consulting firms, a digital marketing firm and now leads Specificity Inc~~indicated.~~, a company which he is taking public.~~

~~Kevin D. Frisbie – Director~~28

~~Kevin Frisbie~~Table ~~is the Founder and President~~ of Frisbie & Associates, a comprehensive financial services firm with offices in Lewiston, Brewer, and Mexico, Maine, with other affiliate locations in Saco, Hallowell, Bath, and Portland. When Kevin originally launched his practice over five years ago, he worked with a strong focus in the area of strategic planning for social security and retirement. Since that time, he has expanded his office and team to address virtually every personal investment and insurance need an individual, business, or family may have throughout the entire course of their lives.Contents

~~Operating as an Investment Adviser Representative~~SPECIFICTY, ~~Kevin is free to act solely in the best interest of his clients~~INC. He believes in a holistic approach to financial planning. As a former baseball coach, Kevin has always had the heart of a teacher and mentor. These traits, combined with a vast knowledge of the industry, has helped him develop a passion for guiding his clients on their path to financial security. Kevin’s drive to educate and inform makes him a truly unique and gifted financial advisor.

~~-23-~~FINANCIAL STATEMENTS

~~Table~~AS ofOF ~~Contents~~AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

~~Kevin has~~INDEX ~~also~~TO ~~assembled~~FINANCIAL a team of experienced insurance professionals from across the state who specialize in various aspects of the industry, such as life insurance, annuities, social security & retirement strategies, long term care, Medicare planning, group & individual health insurance and employee benefits. Collectively, this group brings well over 100 years of industry expertise to the table, ensuring that whatever needs a client may have, Team Frisbie will meet.STATEMENTS

Kevin presents informational workshops on a variety of topics including: Asset Preservation, Social Security Planning, Long Term Care, Financial Wellness for Employees, How to Manage Your Money During Times of Unexpected Transition, and Fundamental Financial Literacy.

	Pages

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-2

Statement of Operations	F-3

Statement of Changes in Stockholders’ Deficit	F-4

Statement of Cash Flows	F-5

Notes to the Financial Statements	F-7

~~As a~~Table ~~motivational speaker and published author~~ of Every Dime Every Day, Kevin’s expertise is frequently in high demand. He can regularly be heard on radio station 101.3, The Voice of Maine’s Financial Safari radio program, as well as seen on multiple educational TV programs.Contents

~~William Anderson~~REPORT –OF ~~Director/COO~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Bill’s experience~~To ~~extends from corporate management in~~ the ~~Fortune~~Board ~~100~~of ~~arena~~Directors ~~to management consulting~~ and ~~business~~Stockholders development. Bill is well traveled and has lived in nine different states ranging from the East Coast, West Coast, Southwest, Southeast Central and the Great Lakes. He has spent the most recent 15 years living and working in Ohio. Bill Worked in the food business supply chain for 25 years, the last 18 with Sara Lee. He then went on to work in management consulting for six years. After that, Bill spent five years self-employed until May 2017, before taking on the role as Chief Operating Officer of ~~Actionable Insights~~Specificity, ~~a digital marketing firm, in June of 2017. Bill~~ ~~joined Specificity in November 2020 as COO~~Inc. Bill has a BS Degree in Business Administration and a Master’s Degree in Management. He earned a Masters in Management as a non-traditional student and has a deep interest in and understanding of organizational development and how people work.

~~Committees~~ Opinion on the Financial Statements

AsWe have audited the accompanying balance sheets of Specificity, Inc. (the ~~date~~Company) as of ~~this~~December ~~Annual~~31, ~~Report~~2023 and 2022, and the ~~Company~~related statements of operations, changes in stockholders’s ~~board~~deficit, and cash flows for the years then ended, 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 ~~directors~~Company ~~does~~as ~~not~~of ~~have~~December ~~any~~31, ~~committees~~2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The Board~~Emphasis of ~~Directors does not currently have~~ a ~~formal~~matter ~~nominating~~– ~~committee~~Going as we are deemed a “controlled company” in that our CEO and Chairman, Jason Wood holds greater than 50% voting control. As such, nominations of additional board members or nominees for shareholder election are set forth by Mr. Wood. Mr. Wood will consider shareholder nomination. However, there are currently no formal standards for accepting or rejecting such nominations.concern

The accompanying financial statements have been ~~Board~~prepared ofassuming ~~Directors~~that ~~does~~the ~~not~~Company ~~currently~~will ~~have~~continue as a ~~formal~~going ~~auditing~~concern. ~~committee~~As ~~nor~~discussed ain ~~member~~Note of2 to the ~~board~~financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that israises substantial doubt about its ability to continue as a ~~“audit~~going ~~committee~~concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not ~~expert”~~include asany ~~defined~~adjustments bythat ~~Item~~might ~~507(d)(5)~~result from the outcome of this uncertainty.

~~Family Relationships~~Basis for Opinion

~~None~~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 audit. 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.

~~Involvement~~ We conducted our audits in ~~Certain~~accordance ~~Legal~~with ~~Proceedings~~the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

ToOur audits included performing procedures to assess ~~our~~the ~~knowledge~~risks of material misstatement of the financial statements, ~~during~~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 ~~last~~amounts ~~ten~~and ~~years~~disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, ~~none~~as well as evaluating the overall presentation of the financial statements. We believe that our ~~directors~~audits ~~and~~provide ~~executive~~a ~~officers~~reasonable ~~has:~~basis for our opinion.

●/s/ ~~Had~~CM3 a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Advisory

~~-24-~~San Diego, California

~~Table~~February of28, ~~Contents~~2025

~~Code of Ethics~~6866

We do ~~not currently~~ have aserved ~~code~~as ~~of ethic that applies to any member of~~ the ~~Board~~Company’s ofauditor since ~~Directors or our executive officers~~2024.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~F-1

~~Section 16(a)~~Table of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2022 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.Contents

~~Item 11.~~SPECIFICITY, ~~Executive Compensation~~INC.

Name and Principal Position	Title	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All other Compensation (1) ($)	Total ($)
Jason Wood	Chairman, CEO and President	2022	$181,078	-0-	-0-	-0-	-0-	-0-	-0-	$181,078
		2021	$217,568	-0-	-0-	-0-	-0-	-0-	$1,257,148	$1,417,568
		2020	-0-	-0-	-0-	-0-	-0-	-0-	$94,774	$94,774
Kevin D. Frisbie	Chief Revenue Officer	2022	-0-	-0-	-0-	-0-	-0-	-0-	$20,066	$20,066
		2021	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
		2020	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
William Anderson	COO	2022	$78,870	-0-	-0-	-0-	-0-	-0-	-0-	$78,870
		2021	$42,000	-0-	-0-	-0-	-0-	-0-	-0-	$42,000
		2020	$3,750	-0-	-0-	-0-	-0-	-0-	-0-	$3,750

Balance Sheets

(1)Expressed ~~The~~in ~~Company covered personal expenses and other expenses incurred by other entities controlled by Mr~~U. ~~Wood~~S. ~~These amounts are not going to be repaid and thus were treated as compensation. The Company covered an amount equal to exactly one-half (50%~~Dollars) ~~of Kevin Frisbie’s health insurance costs.~~

Executive Employment Agreement


	DECEMBER 31,
	2023			2022

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	49,149		$	22,808
Accounts receivable, net of allowance for doubtful accounts		4,000			5,000
Prepaid and other current assets		3,375			2,370

Total current assets		56,524			30,178

NONCURRENT ASSETS
Property and equipment, net		5,745			10,739
Operating lease right of use asset		20,984			62,951
Intangibles, net		5,888			56,689

TOTAL ASSETS	$	89,141		$	160,557

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Working capital funding loans	$	118,934		$	-
Accounts payable and accrued expenses		40,687			99,211
Accrued payroll and taxes		166,300			41,013
Deferred revenue		53,000			7,318
Accrued interest payable - related party		50,000			-
Convertible note, net of discount		241,387			-
Current portion of operating lease liability		22,085			42,547
Related party advances		284,500			194,500

Total current liabilities		976,893			384,589

NON-CURRENT LIABILITIES
Related party notes payable		1,000,000			1,000,000
Operating lease liability, net of current portion		-			22,085

Total non-current liabilities		1,000,000			1,022,085

TOTAL LIABILITIES		1,976,893			1,406,674

COMMITMENTS AND CONTINGENCIES (Note 11)		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, Series A, $0.001 par value; 1,000,000 shares authorized; shares issued and outstanding were 1,000,000, respectively		1,000			1,000
Preferred stock, Series B, $0.001 par value; 560,000 shares authorized; shares issued and outstanding were 560,000, respectively		450,260			450,260
Common stock, $0.001 par value; 50,000,000 shares authorized issued and outstanding were 11,216,438 and 10,344,482, respectively		11,216			10,344
Additional paid-in capital		5,116,403			4,689,274
Accumulated deficit		(7,466,631	)		(6,396,995	)

Total stockholders’ deficit		(1,887,752	)		(1,246,117	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	89,141		$	160,557

~~On January~~The 1,accompanying ~~2021,~~notes ~~the~~are ~~Company entered into~~ an ~~employment~~integral part ~~contract with its Chief Executive Officer for which the initial term~~ of ~~the~~these ~~agreement is~~financial 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 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 and $217,568, respectively, which has been classified as officer compensation on the accompanying statements ~~of operations~~.

F-~~25-~~2

Table of Contents

~~On October 1~~SPECIFICITY, 2021, the Company entered into an employment contract with its Director and Chief Revenue Officer, Kevin Frisbie, for which the initial term of the agreement is one year and renews automatically annuallyINC. Pursuant to this agreement, the Company issued to Mr. Frisbie an initial fee of 300,000 shares of the Company’s Series B Preferred Stock and agreed to pay a monthly fee of 10,000 shares of common stock per month. The shares of common stock issued pursuant to this agreement from the date of the agreement through the end of the fiscal year ended December 31, 2022, are deemed earned as of the date of the agreement, and upon renewal of the employment agreement, the Company shall pay Mr. Frisbie 10,000 shares of common stock per month on the last day of each month.

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

~~The following~~(Expressed ~~table~~in ~~sets forth, as of March 13, 2023, each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company’s common stock~~U. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown. Except as otherwise indicated, the address of each beneficial owner is c/o Specificity, Inc., 410 S. ~~Ware Blvd., Suite 508, Tampa, Florida 33619.~~Dollars)

Shareholder	Number of Shares of Common Stock Held	Number of Shares of Series A Stock(2)	Number of Shares of Series B Preferred Stock(3)	Total Voting Rights	Voting %
		YEARS ENDED
Jason Wood	6,510,000	1,000,000	0	49,006,972	92.26%
		DECEMBER 31,
Kevin Frisbie	630,000	0	508,000(4)	630,000	1.19%
		2023				2022
Bill Anderson	320,000	0	0	320,000	0.6%
Revenues, net		$	1,096,575			$	1,182,746
All Officers and Directors	7,460,000	1,000,000	508,000	49,956,972	94.05%
Cost of services			548,278				765,888
TOTAL	7,460,000	1,000,000	508,000	49,956,972	94.05%
Gross profit			548,297				416,858
Operating expenses:
Sales and marketing			450,500				1,094,092
Capital raise promotion expense			86,951				121,236
General and administrative expenses			687,394				1,136,481
Share-based compensation expense			50,000				1,744,885
Depreciation and amortization			47,762				47,314
Total operating expenses			1,322,607				4,144,008
Loss from operations			(774,310	)			(3,727,150	)
Other expense:
Interest Expense			(195,326	)			(2,344	)
Interest Expense - Related Party			(50,000	)			(50,000	)
Intangible Asset Impairment Charge			(50,000	)			-
Total other expense			(295,326	)			(52,344	)
Loss before provision for income taxes			(1,069,636	)			(3,779,494	)
Provision for income taxes			-				-
Net loss		$	(1,069,636	)		$	(3,779,494	)
Basic and diluted loss per share		$	(0.10	)		$	(0.41	)
Basic and diluted weighted average shares outstanding			10,339,399				9,207,180

~~(1)~~The ~~Under~~accompanying ~~Rule~~notes 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are ~~deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of~~ an ~~option)~~integral part ~~within 60 days~~ of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these ~~acquisition~~financial ~~rights~~statements.

(2) Holders of Series A Preferred Stock have voting rights equal to exactly eighty percent (80%) of all voting rights available at the time of any vote, including Series A voting rights. As of March 13, 2023, Series A Preferred Stock, collectively and in their entirety, have voting rights equaling 42,496,972 votes, or exactly 80% of the total voting rights of all classes of shares which equal 53,121,215 votes.F-3

~~(3)~~Table ~~Holders~~ of Series B Preferred Stock do not have voting rights but do have the right to convert into the aggregate pro rata number of shares of Common stock equal to ten percent (10%) of the sum of the total issued and outstanding shares of common plus the shares of common to be issued to the holder of the Series B Preferred Stock.Contents

~~(4) Kevin Frisbie directly owns 404~~SPECIFICITY,~~000~~ ~~shares of Series B Preferred Stock, and indirectly owns through the relationship to the owner, his spouse, an additional 104,000 shares of Series B Preferred Stock~~INC.

~~We are~~Statement ~~not aware~~ of ~~any~~Changes ~~arrangements that could result~~ in aStockholders’ ~~change of control.~~Deficit

~~Item 13.~~(Expressed ~~Certain~~in ~~Relationships~~U.S. ~~and Related Transactions and Director Independence~~Dollars)

On January 13, 2021, the Company and Jason Wood, as holder of 100% ownership of Pickpocket, Inc., entered into an agreement whereby the Company purchased exactly 80% of the total issued and outstanding stock of Pickpocket, Inc. in exchange for a 5-year 5% promissory note in the amount of $1,000,000. The note is to be paid in quarterly payments of interest only with any remaining interest and principal due at maturity.


													Additional
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Paid-In		Accumulated
	Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			Total

Balance, December 31, 2021		1,000,000	$	1,000		260,000	$	260		8,191,667	$	8,192	$	2,152,260	$	(2,617,501	)	$	(455,789	)
Common stock issued in connection with S1 offering		-		-		-		-		1,291,446		1,291		1,242,990		-			1,244,281
Series B preferred stock issuance for no consideration		-		-		300,000		450,000		-		-		-		-			450,000
Common stock issued in exchange for services rendered		-		-		-		-		421,369		421		634,464		-			634,885
Share-based compensation expense		-		-		-		-		440,000		440		659,560		-			660,000
Net loss		-		-		-		-		-		-		-		(3,779,494	)		(3,779,494	)
Balance, December 31, 2022		1,000,000	$	1,000		560,000	$	450,260		10,344,482	$	10,344	$	4,689,274	$	(6,396,995	)	$	(1,246,117	)
Common stock issued in connection with S1 offering		-		-		-		-		136,341		136		172,865		-			173,001
Common stock issued in connection with 506 offering		-		-		-		-		400,000		400		99,600		-			100,000

Common stock issued in connection with Convertible Note for no consideration		-		-		-		-		50,000		50		62,450		-			62,500
Common stock issued with Strata Agreement for no consideration		-		-		-		-		200,000		200		49,800		-			50,000
Common stock issued in exchange for services rendered		-		-		-		-		85,615		86		42,414		-			42,500
Net loss		-		-		-		-		-		-		-		(1,069,636	)		(1,069,636	)
Balance, December 31, 2023		1,000,000	$	1,000		560,000	$	450,260		11,216,438	$	11,216	$	5,116,403	$	(7,466,631	)	$	(1,887,752	)

~~On January~~The ~~13,~~accompanying ~~2021,~~notes ~~the~~are ~~Company~~an ~~sold~~integral part ~~exactly 260,000 shares~~ of ~~Series~~these Bfinancial ~~Preferred Stock~~statements.

F-~~26-~~4

Table of Contents

~~Pursuant to the Registration Statement on Form S-1 as filed on May 20~~SPECIFICITY, ~~2022 and deemed effective on June 1, 2022, Jason Wood registered for resale exactly 500,000 shares of common stock of the Company at a price of $1~~INC.~~50 per share. Subsequently, Jason Wood sold 500,000 shares of the registered common stock of the Company to various parties during the year ended December 31, 2022.~~

~~Otherwise, from~~Statements the year ended December 31, 2021, through the year ended December 31, 2022, there have been no additional transactions, or any proposed transactions, in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest, that would be required to be disclosed herein pursuant to Items 404(a) and 404(d) of ~~Regulation~~Cash ~~S-K.~~Flows

~~Director Independence~~(Expressed in U.S. Dollars)

Our Board of Directors has determined that it does not have a member that is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.


	YEARS ENDED
	DECEMBER 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,069,636	)	$	(3,779,494	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		4,994			4,546
Intangible asset impairment charge		50,000			-
Amortization of intangibles		42,768			42,768
Amortization of original issue discount		55,000			-
Share-based compensation expense		50,000			1,744,885
Changes in operating liabilities:
Accounts receivable		1,000			(5,000	)
Prepaid expenses and other current assets		(1,005	)		4,479
Accounts payable and accrued expenses		(33,524	)		9,854
Accrued liabilities		125,286			(32,594	)
Accrued interest payable		75,777			-
Deferred revenue		45,682			7,318
Accrued interest payable - related party		50,000			-
Net cash used in operating activities		(603,658	)		(2,003,238	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(10,280	)
Net cash used in investing activities		-			(10,280	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from working capital funding loans		313,837			-
Repayments of working capital funding loans		(194,903	)		-
Proceeds from convertible promissory note issuance		200,000			-
Repayment of convertible promissory note issuances		(26,890	)		-
Principal payments under finance lease obligations		(42,547	)		(40,286	)
Advances from related party		90,000			194,500
Proceeds from sale of common stock (506)		290,502			1,244,281
Net cash provided by financing activities		629,998			1,398,495

NET CHANGE IN CASH AND CASH EQUIVALENTS		26,341			(615,023	)
CASH AND CASH EQUIVALENTS, beginning of period		22,808			637,831
CASH AND CASH EQUIVALENTS, end of period	$	49,149		$	22,808

~~Item 14.~~The ~~Principal~~accompanying ~~Accounting~~notes ~~Fees~~are ~~and~~an ~~Services.~~integral part of these financial statements.

The aggregate fees incurred for professional services since the inception of the Company rendered by BF Borgers CPA PC, the independent registered public accounting firm for the audit of the Company’s annual financial statements included in the Company’s Form 10F-~~K and review of financial statements for its quarterly report (Form 10-QT) are reported below.~~5

~~The total~~Table ~~fees charged by BF Borgers CPA PC in 2022 and 2021 aggregated $21,600 and $54,000, respectively, which includes fees for the 2022 and 2021 audited financial statements and review~~ of ~~the quarterly financial statements.~~Contents

	Audit		Taxes		Filings		Other		Total
2022	$	71,400	$	-	$	-	$	-	$	71,400
2021	$	54,000	$	-	$	-	$	-	$	54,000

SPECIFICITY, INC.

~~-27-~~Statements of Cash Flows

~~Table~~(Expressed ofin ~~Contents~~U.S. Dollars)

PART IV

	YEARS ENDED
	DECEMBER 31,
	2023		2022

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	72,766	$	52,344
Income taxes	$	-	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right of use asset and liability	$	-	$	104,665
300,000 shares of Series B preferred issued as compensation to an employee	$	-	$	450,000
440,000 shares of common stock issued as compensation to employees	$	-	$	660,000
421,369 shares of common stock issued in exchange for services	$	-	$	634,885
200,000 shares of common stock issued in connection with Strata Agreement	$	50,000	$	-
85,615 shares of common stock issued in exchange for services	$	42,500	$	-
50,000 shares of common stock issued with Convertible Note	$	62,500	$	-

~~Item 15.~~The ~~Exhibits,~~accompanying ~~Financial~~notes ~~Statement~~are ~~Schedules~~an integral part of these financial statements.

Exhibit Number	Description of Exhibit	Filed
3.1	Articles of Incorporation filed November 25, 2020	Form S-1 Filed June 23, 2021
3.2	Bylaws dated November 25, 2020	Form S-1 Filed June 23, 2021
3.3	Designation of Series A Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021
3.4	Designation of Series B Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021
10.1	Pickpocket, Inc. Purchase Agreement	Form S-1 Filed June 23, 2021
10.2	Promissory Note issued to Jason Wood	Form S-1 Filed June 23, 2021
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herein
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herein
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

F-6

~~-28-~~Table of Contents

~~Table~~SPECIFICITY, ~~of Contents~~INC.

~~SIGNATURES~~Notes to Financial Statements

~~Pursuant to~~(Expressed ~~the~~in ~~requirements 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~~U.S. Dollars)

	Specificity, Inc.
Date: 3/30/2023	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chairman of the Board of Directors, & Chief Executive Officer (Principal Executive Officer)
Date: 3/30/2023	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

~~In accordance~~Business ~~with the Exchange Act, this report has been signed below by the following persons on March 30, 2023 on behalf of the registrant and in the capacities indicated.~~Overview

~~Signature~~Specificity, ~~Title~~Inc. ~~/s/~~(hereinafter ~~Jason~~referred ~~Wood~~to as ~~President,~~the ~~Chief~~“Company”) ~~Executive~~was ~~Officer,~~incorporated ~~Secretary,~~in ~~Jason~~the ~~Wood~~State ~~Chief~~of ~~Financial~~Nevada ~~Officer,~~on ~~Treasurer~~November 25, ~~Director~~2020 (~~Principal Executive Officer~~“Inception”). ~~(Principal~~The ~~Financial and Accounting Officer) /~~Company’s/ principal ~~Kevin~~headquarters ~~Frisbie~~is ~~Director~~located ~~Kevin~~at ~~Frisbie~~8429 ~~/s/~~Lorraine ~~William~~Rd., ~~Anderson~~Suite ~~Chief~~377, ~~Operations~~Lakewood ~~Officer~~Ranch, ~~Director~~FL ~~William Anderson~~34202.

The Company is a full service digital marketing firm that delivers cutting-29edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. The Company’s digital marketing solutions focus on B2B and B2C consumer markets and give small and medium sized businesses a fair chance to capture online traffic. The Company’s underlying technology solution utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. The Company also implements intuitive ad sequencing, audience ID technology, AI integration, saturation modeling, conversion funneling, CRM integration, traffic resolution, and comprehensive analytics reporting.

~~Table~~The Company’s digital marketing capabilities were acquired through organic development in-house and through its efforts as a tech incubator and early adopter of ~~Contents~~innovative marketing tools. The Company principally generates revenue from its primary digital marketing solution “SPECIFICITY”; however, it has three other digital marketing solutions for which development is in varying stages of completion and/or waiting to be deployed to the marketplace. Refer to Note 3 – Revenue from Contracts with Customers for additional discussion about our digital marketing solution offerings.

~~SPECIFICTY, INC.~~NOTE 2 – GOING CONCERN

~~FINANCIAL~~The Company is a development stage corporation. ~~STATEMENTS~~The Company has performed an annual assessment of its ability to continue as a going concern as required under ASU No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU No. 2014-15”) and concluded that the ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenues and raise additional funds to implement its full business plan.

ASThe Company’s financial statements have OFbeen ~~AND~~prepared ~~FOR~~assuming ~~THE~~that ~~YEARS~~it ~~ENDED~~will ~~DECEMBER~~continue as a going concern, which contemplates continuity of operations and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has $89,141 in assets, and an accumulated deficit and working capital deficit of $7,466,631 and $920,369, respectively, as of December 31, ~~2022~~2023, ~~AND~~and ~~2021~~incurred a net loss and cash used in operations of $1,069,636 and $603,658, respectively, for the year ended December 31, 2023. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of this report. Although the Company has generated revenue from contracts with customers since its inception, the Company has reported a cumulative net loss due to costs associated with sale growth initiatives and capital raises.

~~INDEX~~The Company’s ability to raise additional TOequity ~~FINANCIAL~~capital ~~STATEMENTS~~has been delayed due to the SEC’s enforcement proceedings against its former audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, where in the SEC charged them with deliberate and systematic failures to comply with PCOB standards in their audits and reviews of hundreds of public companies, which were incorporated in more than 1,500 SEC filings from January 2021 through June 2023. As a result, the Company was unable to complete and file its annual report and quarterly reports in a timely manner. In the interim, the Company raised capital through short term bridge loans and also entered into a 24-month Strata Purchase Agreement (“Strata Agreement”) with a private investor who committed to purchase up to $5,000,000 of the Company’s registered common stock (see Note 8 – Strata Purchase Agreement). The Company intends to leverage this Strata Agreement to raise equity necessary to execute its full business plan.

	Pages
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Stockholders’ Equity (Deficit)	F-5
Statement of Cash Flows	F-6
Notes to the Financial Statements	F-7

F-7

~~F-1~~Table of Contents

~~Table~~SPECIFICITY, ~~of Contents~~INC.

~~Report of~~Notes ~~Independent~~to ~~Registered~~Financial ~~Public Accounting Firm~~Statements

~~To the~~(Expressed ~~shareholders~~in ~~and the board of directors of Specificity, Inc~~U.S. Dollars)

~~Opinion~~In the long run, the ability of the Company to continue as a going concern is dependent on its ability to implement the ~~Financial~~business ~~Statements~~plan, raise capital, and generate sufficient revenues to generate positive net income and cash flow. There is no guarantee that the Company will ever be able to raise sufficient capital or generate a level of revenue to sustain its operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

WeNOTE ~~have~~3 ~~audited~~– SUMMARY ~~the~~OF ~~accompanying balance~~SIGNIFCANT ~~sheets~~ACCOUNTING of Specificity, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, 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, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. POLICIES

~~Substantial~~Basis ~~Doubt~~of ~~about the Company’s Ability to Continue as a Going Concern~~Presentation

The accompanying audited financial statements have been prepared ~~assuming~~in ~~that~~accordance ~~the~~with ~~Company~~generally ~~will~~accepted ~~continue~~accounting asprinciples ~~a going concern. As discussed~~ in ~~Note 3 to~~ the ~~financial~~United ~~statements,~~States ~~the Company~~of ~~has suffered recurring losses from operations and has a significant accumulated deficit~~America. InThe ~~addition, the~~ Company ~~continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company'~~’s ~~ability to continue as a going~~fiscal ~~concern.~~year ~~Management's~~end ~~plans~~is inDecember ~~regard to these matters are also described in Note 3~~31st. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis for~~Development ~~Opinion~~Stage Company

~~These~~The ~~financial~~Company ~~statements~~is ~~are~~a ~~the~~development ~~responsibility~~stage company ofas ~~the~~defined ~~Company's~~in ~~management~~Accounting Standards Codification (“ASC”) 915 “Development Stage Entities.” ~~Our~~The ~~responsibility~~Company is todevoting substantially ~~express~~all anof ~~opinion~~its efforts on establishing the ~~Company's~~business ~~financial~~and ~~statements~~generating ~~based~~sufficient onrevenue ~~our~~to ~~audit~~support its ongoing operations. WeAll ~~are~~losses aaccumulated ~~public~~since ~~accounting~~inception ~~firm~~have ~~registered~~been ~~with~~considered ~~the~~as ~~Public~~part ~~Company~~of ~~Accounting~~the ~~Oversight~~Company's ~~Board~~development ~~(United~~stage ~~States)~~activities. ~~("PCAOB")~~The ~~and~~Company ~~are required~~has elected to beadopt ~~independent~~application ~~with~~of ~~respect~~Accounting toStandards ~~the~~Update ~~Company~~(“ASU”) inNo. ~~accordance~~2014-10, ~~with~~Development ~~the~~Stage ~~U.S.~~Entities ~~federal~~(Topic ~~securities~~915): ~~laws~~Elimination of ~~and~~Certain ~~the~~Financial ~~applicable~~Reporting ~~rules~~Requirements. ~~and regulations~~Upon ofadoption, the ~~Securities~~Company ~~and~~no ~~Exchange~~longer ~~Commission~~presents or discloses inception-to-date information and ~~the~~other ~~PCAOB~~remaining disclosure requirements of Topic 915.

WeReportable ~~conducted~~Operating our audit 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.Segments

~~Our~~The ~~audit~~Company ~~included~~operates ~~performing~~its ~~procedures~~digital marketing tobusiness ~~assess~~as ~~the~~a ~~risks~~single ofsegment ~~material~~business. ~~misstatement~~We ofconsider ~~the~~a ~~financial~~combination ~~statements,~~of ~~whether~~factors ~~due~~when toevaluating ~~error~~the orcomposition ~~fraud,~~of ~~and~~potential ~~performing~~reportable ~~procedures that~~segments, ~~respond~~including tothe ~~those~~results ~~risks.~~regularly ~~Such~~provided ~~procedures~~to ~~included~~our ~~examining,~~Chief onExecutive ~~a test basis~~Officer, ~~evidence~~who ~~regarding~~is ~~the~~our ~~amounts~~chief ~~and~~operating ~~disclosures~~decision inmaker ~~the~~(CODM), ~~financial~~economic characteristics ~~statements.~~of ~~Our~~our ~~audit~~digital ~~also~~marketing ~~included~~services ~~evaluating~~offered, ~~the~~classes ~~accounting~~of ~~principles~~clients ~~used~~(when ~~and~~applicable), ~~significant~~geographic ~~estimates~~considerations ~~made~~(e.g. byUnited ~~management,~~States ~~as well as~~versus ~~evaluating~~ the ~~overall~~rest ~~presentation~~ of the ~~financial~~world), ~~statements.~~and Weregulatory ~~believe~~environment ~~that~~considerations ~~our~~(if ~~audit provides a reasonable basis for our opinion~~applicable).

~~/s/ BF~~Use ~~Borgers~~of ~~CPA PC~~Estimates

BFThe preparation of financial statements in ~~Borgers~~conformity ~~CPA~~with PCgenerally ~~(PCAOB~~accepted ~~#5041)~~accounting ~~5041~~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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of share-based compensation, embedded derivatives within convertible note issuances, and allowance against deferred tax assets.

~~We have served as the Company’s auditor since 2021~~F-8

~~Lakewood, CO~~Table of Contents

~~March 30~~SPECIFICITY, ~~2023~~INC.

~~F-2~~Notes to Financial Statements

~~Table~~(Expressed ofin ~~Contents~~U.S. Dollars)

~~SPECIFICITY, INC~~Reclassification of Prior Year Presentation

~~BALANCE~~Certain prior year amounts in the statement ~~SHEETS~~of operations have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

	As of December 31, 2022			As of December 31, 2021
Assets:
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
Liabilities and Stockholders’ Deficit:
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
Commitments and contingencies
Stockholders’ Deficit:
Preferred stock, Series A; $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2022 and 2021		1,000			1,000
Preferred stock, Series B; $0.001 par value; 560,000 and 260,000 shares authorized; 560,000 and 260,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively		1,400,000			650,000
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

Cash and Cash Equivalents

~~See~~The Company considers all highly liquid investments ~~accompanying~~with ~~notes~~original maturities of three months or less to ~~the~~be cash equivalents for purposes of these financial statements. The Company had no cash equivalents as of December 31, 2023 and 2022. Interest-bearing cash deposits maintained by financial institutions in the United States of America are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. Interest bearing deposits in excess of FDIC insured limits are uninsured and unrecoverable in the event a financial institution the Company has a deposit relationship with becomes insolvent. The Company manages uninsured deposit risk by 1) investing in government backed securities and holding such investments to maturity and 2) investing in a series of certificates of deposit at amounts below the FDIC limit at other financial institutions. The Company had no cash balances in excess of FDIC limits as of December 31, 2023 or 2022.

~~F-3~~Accounts Receivable and Allowance for Doubtful Accounts

~~Table~~Accounts receivable is recorded net of ~~Contents~~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 have significant accounts receivable due to their billing practices which require upfront payment for services on or before the first of each month. Accordingly, 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.

~~SPECIFICITY, INC~~Property and Equipment

~~STATEMENTS~~The Company’s primary property and equipment OFconsists ~~OPERATIONS~~of office equipment. Property and equipment is recorded at historical cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs that do not extend the life of property and equipment are charged to operating expense as incurred. Depreciation of property and equipment is computed under the straight line method of depreciation over the assets estimated useful life. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed, and any gain or loss is reflected in the statement of operations and cash proceeds, if any, are reflected in the statement of cash flows from investing activities.

	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
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

Intangible Assets

~~See~~The Company’s primary intangible assets ~~accompanying~~consist ~~notes~~of website development costs and internally developed software used to deliver digital marketing services. The Company expenses website and internally developed software costs incurred during the ~~financial~~planning ~~statements~~and content development phases of development. The Company expenses hosting costs incurred during all stages of development. The Company capitalizes all costs incurred during active development of the application and infrastructure and graphics, including acquired technology stacks. Software related intangible assets are amortized using the straight-line method over an estimated economic life of three (3) to five (5) years.

F-49

Table of Contents

SPECIFICITY, INC.

~~STATEMENTS OF~~Notes ~~STOCKHOLDERS’~~to ~~EQUITY~~Financial ~~(DEFICIT)~~Statements

	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Equity (Deficit)
Balance, December 31, 2020		1,000,000.00	$	1,000		260,000	$	650,000		7,670,000	$	7,670	$	76,330		$	(422,500	)	$	(75,465	)	$	237,035
Issuance of common stock for cash		-		-		-		-		984,701		985		1,411,065			21,000			-			1,433,050
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	)
Balance, December 31, 2021		1,000,000	$	1,000		260,000	$	650,000		8,654,701	$	8,655	$	1,418,896		$	(1,500	)	$	(2,456,870	)	$	(379,819	)
Issuance of common stock for cash		-		-		-		-		814,740		814		1,264,801			1,500			-			1,267,115
Offering costs		-		-		-		-		-		-		(28,685	)		-			-			(28,685	)
Stock based compensation		-		-		300,000		750,000		1,183,143		1,183		1,746,401			-			-			2,497,584
Net income		-		-		-		-		-		-		-			-			(4,344,532	)		(4,344,532	)
Balance, December 31, 2022		1,000,000	$	1,000		560,000	$	1,400,000		10,652,584	$	10,652	$	4,401,413		$	-		$	(6,801,402	)	$	(988,337	)

(Expressed in U.S. Dollars)

~~See accompanying~~Right ~~notes~~of toUse ~~the~~Assets ~~financial~~and ~~statements.~~Liabilities

FThe Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-5of-use (“ROU”) assets, and operating lease liabilities in the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease agreements do not typically provide an implicit rate, as such the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

~~Table~~Impairment of ~~Contents~~Long-Lived Assets

~~SPECIFICITY~~Long lived assets (including intangible assets) are reviewed by the Company’s management 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 in 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 ~~INC~~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. For the year ended December 31, 2023, the Company determined prior to launch of its investor center solution that the target market had materially changed as there were many other competing capital raising applications offering similar technology and with larger development funding commitments; and as such the Company decided to abandon the planned release of its solution. The Company recognized a non-cash impairment charge of $50,000 within other expense. During the year ended December 31, 2022, there were no asset impairments.

~~STATEMENTS OF~~Fair ~~CASH~~Value ~~FLOWS~~of Financial Instruments

	For the Year Ended December 31, 2022			For the Year Ended December 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			-
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

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

~~See accompanying~~§ ~~notes~~Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Level 1 investments include U.S. government securities, common and preferred stock, and mutual funds. Level 1 assets and liabilities include those actively traded on exchanges. Level 1 inputs are used to determine the ~~financial~~value ~~statements~~of shares issued as an inducement in connection with the issuance of convertible debt structures.

F-610

Table of Contents

SPECIFICITY, INC.

~~NOTES TO~~Notes ~~THE~~to ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

~~NOTE 1~~(Expressed -in ~~ORGANIZATION~~U.S. ~~AND DESCRIPTION OF BUSINESS~~Dollars)

~~Specificity~~§ Level 2 – inputs are based upon quoted prices for similar instruments in active markets, ~~Inc.~~ quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the ~~“Company”~~Black-Scholes model) isfor which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a ~~Nevada~~present ~~Corporation~~value ~~incorporated~~using onmarket-based ~~November~~observable 25inputs including interest rate curves, ~~2020~~credit ~~(“Inception”)~~spreads, foreign exchange rates, and forward and spot prices for currencies. Level 2 inputs are used to determine the fair value of preferred issued for no consideration if there is a prior market transaction.

~~The Company~~§ isLevel a3 ~~full-service~~– ~~digital~~inputs ~~marketing~~are ~~firm~~generally ~~that~~unobservable ~~delivers~~and ~~cutting-edge~~typically ~~marketing~~reflect ~~solutions~~management’s toestimates ~~business-to-business~~of ~~clients~~assumptions asthat ~~well as~~market ~~business~~participants towould ~~consumer~~use ~~clients.~~in ~~The~~pricing ~~Company~~the ~~has~~asset ~~developed~~or ~~tools~~liability. ~~that~~The ~~allow~~fair usvalues toare ~~identify~~therefore ~~and~~determined ~~market~~using tomodel-based ~~people~~techniques, ~~who~~including ~~are~~option ~~actively~~pricing inmodels ~~the buying~~and ~~cycle.~~discounted Wecash ~~take~~flow ~~advantage~~models. ofLevel ~~the~~3 ~~real-time~~inputs ~~messaging~~are ~~opportunities~~used ~~digital marketing offers~~ to ~~give~~determine ~~small~~the ~~and~~value ~~medium-sized~~of ~~businesses a~~stock ~~fair~~warrants, ~~chance~~if ~~at online traffic~~applicable.

~~NOTE~~The estimated fair value of certain financial 2instruments, including accounts receivable, working capital funding loans, accounts payable and accrued expenses, are carried at historical cost basis, which approximates their fair values because of the short-term ~~SUMMARY~~nature OFof ~~SIGNIFICANT~~these ~~ACCOUNTING~~instruments. ~~POLICIES~~The Company’s principal transactions subject to fair value estimates are share based compensation (Level 1) and stock warrants (Level 2).

~~Basis of~~Convertible ~~Presentation~~ Debt

The Company’s ~~financial~~may ~~statements~~enter ~~have~~into ~~been~~negotiated ~~prepared~~short term inconvertible ~~accordance~~debt ~~with~~agreement ~~accounting~~to ~~principles~~provide ~~generally~~bridge ~~accepted~~capital in between equity raises. The Company evaluates the ~~United~~terms ~~States~~ of ~~America~~convertible ~~(“U~~debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.S. ~~GAAP”)~~In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. ~~Also~~If ~~see~~a ~~Note~~security 3or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs, and contingency has been resolved. Conversion features that appear in convertible notes issued by the Company are accounted for as set forth below:

~~Use~~ · Embedded Derivatives. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, then the Company will estimate the fair value of ~~Estimates~~the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. During the year ended December 31, 2023, there were no embedded derivatives identified. During the year ended December 31, 2022, there was no convertible debt issued or outstanding.

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.F-11

~~Concentration~~ Table of ~~Credit Risk~~Contents

~~Cash and cash equivalents are maintained at financial institutions and~~SPECIFICITY, ~~at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums~~INC. ~~The Company has never experienced any losses related to these balances.~~

~~Cash and~~Notes ~~Cash~~to ~~Equivalents~~Financial Statements

~~The Company~~(Expressed ~~classifies~~in ~~its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents~~U. 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 periodS. The Company classifies its investments as either short-term or long-term based on each instrument’s 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. Dollars)

~~F-7~~· Beneficial Conversion Feature. If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense which is included in the caption “interest expense” in the statements of operations. During the year ended December 31, 2023, there were no beneficial conversion features identified for the Company’s outstanding convertible debt. During the year ended December 31, 2022, there was no convertible debt issued or outstanding.

~~Table~~· Warrants issued as consideration with Convertible Debt. The Company treats the issuance of ~~Contents~~shares of common stock in connection with the issuance of convertible debt as a debt discount, which is recorded as a contra-liability against the debt and amortizes the balance over the life of the underlying debt as amortization of debt discount expense which is included in the caption “interest expense” in the statement of operations. The offset to contra-liability is recorded as additional paid in capital if the stock consideration is not treated as a derivative. The Company determines the value of warrants issued in connection with convertible debt using a Black Scholes option pricing model which is a Level 2 fair value measurement. During the year ended December 31, 2023 and 2022, there were no warrants issued as an inducement for a convertible debt issuance.

~~SPECIFICITY~~· Stock issued as consideration with Convertible Debt. The Company treats the issuance of shares of common stock in connection with the issuance of convertible debt as a debt discount, ~~INC~~ which is recorded as a contra-liability against the debt and amortizes the balance over the life of the underlying debt as amortization of debt discount expense which is included in the caption “interest expense” in the statement of operations. The offset to contra-liability is recorded as additional paid in capital if the stock consideration is not treated as a derivative. The Company determines the value of stock issued in connection with convertible debt based on quoted market prices for the Company’s common stock which is a Level 1 fair value measurement. During the year ended December 31, 2023, the Company issued 50,000 shares of common stock as additional consideration to its convertible noteholder (see Note 5).

~~NOTES~~If the conversion feature does not qualify TOfor ~~THE~~either ~~FINANCIAL~~the ~~STATEMENTS~~derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

~~Accounts Receivable and Allowance for Doubtful Accounts~~F-12

~~Revenue Recognition~~SPECIFICITY, INC.

~~The Financial~~Notes 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~~Financial ~~in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception.~~Statements

~~The Company~~(Expressed ~~provides~~in ~~online marketing services~~U. ~~The Company’s revenue is generated on services priced at fixed rates~~S. ~~Revenue is recorded as services are performed which typically all occurs within a calendar month.~~Dollars)

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.Warrants

The Company may issue warrants as additional consideration when issuing ~~lease~~convertible ~~term~~note financing as a bridge loan in between equity raises. The Company issues detachable freestanding warrants to purchase common stock for ~~all~~cash. ofThe Company does not issue warrants or other financial instruments indexed to the Company’s ~~leases~~stock, ~~includes~~change of ~~the~~control ~~non-cancellable~~or ~~period~~any ofother ~~the~~factor ~~lease~~not ~~plus~~closely ~~any~~related ~~additional~~to ~~periods~~the ~~covered by~~warrant. ~~either~~The a Company uses the Black-Scholes option topricing ~~extend~~model (or“Binomial Model”) ~~not~~ to ~~terminate)~~value ~~the~~warrants ~~lease~~issued ~~that~~in ~~the~~connection ~~Company~~with capital raise transactions. The estimated fair value of a warrant is ~~reasonably~~determined using ~~certain~~Level 2 inputs. Inherent in a binomial options pricing model are assumptions related to ~~exercise,~~expected orshare-price anvolatility, ~~option~~expected tolife, ~~extend~~risk-free ~~(or~~interest ~~not~~rate toand ~~terminate)~~dividend yield. The Company estimates the ~~lease~~volatility ~~controlled~~of byits common stock based on historical volatility that matches the ~~lessor.~~expected ~~Options~~remaining ~~for~~life ~~lease~~of ~~renewals~~the ~~have~~warrants. ~~been~~The ~~excluded~~risk-free ~~from~~interest rate is based on the ~~lease~~U.S. ~~term~~Treasury zero-coupon yield ~~(and~~curve ~~lease~~on ~~liability)~~the grant date for a maturity similar to the ~~majority~~expected remaining life of the ~~Company’s~~warrants. ~~leases~~The asexpected life of the ~~reasonably~~warrants ~~certain~~is ~~threshold~~assumed to be equivalent to their remaining contractual term. The dividend rate is ~~not~~based ~~met~~on the historical rate, which the Company anticipates as zero.

~~Lease payments~~Income 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.Taxes

FThe Company accounts for income taxes pursuant to the provision of ASC 740-810, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

~~Table~~The Company follows the provision of ~~Contents~~ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

~~SPECIFICITY~~Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. ~~INC~~The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

~~NOTES TO~~The ~~THE~~Company ~~FINANCIAL~~filed ~~STATEMENTS~~its federal corporate tax returns since inception.

~~Fair Value~~Table ~~Measurements~~of Contents

~~The Company follows FASB ASC 820~~SPECIFICITY, ~~Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments~~INC. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below:

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.

Notes to Financial Statements

~~Financial assets~~(Expressed ~~are~~in 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 unobservableU.S. Dollars)

~~The fair~~Revenue ~~value~~from ~~hierarchy~~Contracts ~~gives~~with 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.Customers

The Company adopted ASC 606, Revenue from ~~carrying~~Contracts ~~amounts~~with ~~reported~~Customers, inupon ~~the~~its inception on November 25, 2020. The Company’s ~~financial~~performance ~~statements~~obligation ~~for~~associated ~~cash~~with Specificity digital marketing solutions will generally consist of the promise to deliver digital marketing services. Digital marketing solutions are delivered as a service and as such the performance obligation is complete once marketing tools or solutions are made available to the customer, ~~accounts~~or ~~receivable~~as determined by the specific terms of the contract, ~~prepaids~~if applicable. The Company charges its clients a fixed monthly retainer for its services and ~~other~~such ~~current~~retainer ~~assets,~~is automatically renewed on a monthly basis on the first of the month unless cancelled by the client ~~accounts~~in ~~payable~~accordance with the terms of the service agreement. If any customer pays for digital marketing services in advance, ~~etc~~those ~~approximate~~payments are ~~their~~initially ~~fair~~recorded ~~value~~as ~~because~~deferred revenue and then recognized as revenue when digital marketing services are delivered. As of December 31, 2023 and 2022, the ~~immediate~~Company orhad ~~short-term~~deferred ~~mature~~revenue of ~~these~~$53,000 ~~financial~~and ~~instruments~~$7,318, respectively.

~~F-9~~The Company’s standard sales terms generally do not generally allow for a right of return due to the nature of digital marketing services. After completion of the Company’s performance obligation, there is an unconditional right to consideration as outlined in the contract. Revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied.

~~Table~~The ofCompany ~~Contents~~offers three digital marketing solutions within its single segment business.

~~SPECIFICITY~~1. Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, ~~INC~~ without the need for in-house expertise or infrastructure.

~~NOTES TO~~2. ~~THE~~Put-Thru ~~FINANCIAL~~- ~~STATEMENTS~~Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for small and medium-sized businesses (SMBs). Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands.

~~Property~~ 3. Pick Pocket - DIY Digital Marketing Platform for Small Business Owners. Pick Pocket is a do-it-yourself (DIY) digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and ~~Equipment~~$5 million, Pick Pocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of PickPocket is to directly target your competitors. Although fully developed, Pick Pocket has not yet generated revenue, presenting an opportunity for future monetization strategies, including subscriptions, performance-based pricing, or value-added services.

~~Property and~~Adhoc ~~equipment~~marketing isservices ~~recorded~~are atavailable ~~cost.~~on a ~~Expenditures~~fee for ~~major~~service ~~additions~~basis and ~~betterments~~include ~~are~~email ~~capitalized.~~marketing, ~~Maintenance~~automated ~~and~~marketing, ~~repairs~~content ~~are~~marketing, ~~charged to~~social ~~operations~~media ascontent ~~incurred.~~creation, ~~Depreciation~~digital ofproduction marketing, ~~property~~branding ~~and~~standards, ~~equipment~~logo iscreation, ~~computed~~website bycreature, ~~the~~brochure ~~straight-line~~creation, ~~method~~print ~~(after~~marketing, ~~taking~~targeted ~~into~~print ~~account their~~campaigns, ~~respective~~Google ~~estimated~~and Bind ~~residual~~display ~~values)~~ads, ~~over~~Google ~~the~~and ~~assets~~Bing ~~estimated~~pay ~~useful~~per ~~life~~click ofcampaigns, ~~five~~Google ~~(5)~~local ~~years.~~service ~~Upon~~ads, ~~sale~~Test or(SMS) ~~retirement~~campaigns, ofsearch ~~equipment~~engine optimization, ~~the~~blog ~~related~~creation, ~~cost~~voice ~~and~~marketing, ~~accumulated~~radio ~~depreciation~~commercial ~~are~~creation, ~~removed~~influencer ~~from~~marketing ~~the~~collaboration ~~accounts~~ and ~~any~~proximity ~~gain or loss is reflected in the statement of operations~~marketing.

~~Impairment of Long~~F-~~Lived Assets~~14

~~Long-lived assets~~Table ~~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 asset impairments.Contents

~~Income Taxes~~SPECIFICITY, INC.

~~The Company~~Notes 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.~~Financial 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.Statements

~~The Company’s~~(Expressed 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 Company’s tax liabilities involves dealing with uncertainties in ~~the application of complex tax regulations~~U. ~~The Company recognizes liabilities for uncertain tax positions based on a two-step process~~S. ~~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.Dollars)

~~F-10~~Advertising, Marketing and Promotion Costs

~~Table~~The Company expenses advertising, marketing and promotion costs related to its digital marketing offerings in the period in which the expenditure is incurred. Digital marketing services will be promoted through recognized social media networks and other marketing channels, and at targeted events. During the years ended December 31, 2023 and 2022, the Company incurred website, general marketing, advertising, branding and promotion costs of ~~Contents~~$450,500 and $1,094,092, respectively.

~~SPECIFICITY, INC.~~Capital Raise Promotion Costs

~~NOTES~~The Company expenses capital raise costs in TOthe ~~THE~~period ~~FINANCIAL~~in ~~STATEMENTS~~which the expenditure is incurred. Promotion expenses include digital investor website and processing platform fees, investor relations and related advisory fees, marketing and promotion campaigns to promote the Company’s equity raise. During the years ended December 31, 2023 and 2022, the Company incurred capital raise promotion costs of $86,951 and $121,236, respectively.

~~Per~~ Share-Based ~~Information~~Compensation

~~Basic net~~Share-based ~~income~~compensation ~~(loss)~~is ~~per~~accounted ~~common~~for ~~share~~based ison ~~computed~~the byrequirements of ~~dividing~~ASC ~~net~~718 ~~income~~– ~~(loss)~~“Compensation–Stock byCompensation”, which requires recognition in the ~~weighted~~financial ~~average~~statements ~~number~~of the cost of ~~shares~~employee, non-employee and director services received in exchange for an award of ~~common~~equity ~~stock outstanding~~instruments ~~during~~over the ~~year.~~period ~~Diluted~~the ~~net~~employee or ~~income~~director ~~(loss)~~is ~~per~~required ~~common~~to ~~share~~perform isthe ~~computed~~services byin ~~dividing~~exchange ~~net~~for ~~income~~the award (~~loss~~presumptively, the vesting period). byThe ~~the~~ASC ~~weighted~~also ~~average number~~requires measurement of ~~shares~~the cost of ~~common~~employee ~~stock~~and ~~outstanding~~director ~~during~~services ~~the~~received ~~year,~~in ~~increased~~exchange byfor an award based on the ~~potentially~~grant-date ~~dilutive~~fair ~~common~~value ~~shares~~of ~~that~~the ~~were~~award. ~~outstanding~~Share-based ~~during~~compensation is recorded in the ~~year~~statement of operations. AsIssuances of ~~December~~share-based ~~31,~~compensation ~~2022~~to date did not include any service performance element and ~~2021,~~as ~~the~~such ~~Company~~equity ~~does~~awards ~~not~~were ~~have~~expensed ~~any~~and ~~dilutive~~reported ~~shares~~as share based compensation in the statement of operations when granted to recipients.

~~Stock Based~~Basic ~~Compensation~~and Diluted Net Loss Per Share

The Company ~~recognizes~~computes asnet ~~compensation~~loss ~~expense~~per ~~all~~ share~~-based~~ ~~payment~~in accordance ~~awards~~with ~~made~~FASB toASC ~~employees,~~260 ~~directors,~~“Earnings ~~and~~per ~~consultants~~Share ~~including~~(EPS)”. ~~grants of~~EPS ~~stock,~~is ~~stock~~computed ~~options~~by ~~and~~dividing ~~warrants,~~net ~~based~~income onor ~~estimated~~loss ~~fair~~available ~~values.~~to ~~Fair~~common shareholders ~~value~~by isthe ~~generally~~weighted ~~determined~~average ~~based~~number onof ~~the~~outstanding ~~closing~~common ~~price~~shares of during the ~~Company’s~~period. Diluted EPS gives effect to all dilutive potential common ~~stock~~shares onoutstanding during the ~~date~~period. ofDiluted ~~grant~~EPS ~~and~~excludes isall ~~recognized~~potential ~~over~~common ~~the~~shares ~~service~~if ~~period~~their effect is anti-dilutive (See Note 10).

~~New~~ Recent Accounting Pronouncements

In ~~July~~ ~~2018~~March 2023, the FASB issued ASU ~~No. 2018~~2023-1101, “Leases (Topic 842): ~~Targeted~~Common ~~Improvements,~~Control ~~which~~Arrangements” ~~provided~~(“ASU an2023-01”). ~~alternative~~These ~~transition method~~amendments ~~when~~require ~~initially~~all ~~applying~~entities ~~ASU~~to ~~2016-02.~~amortize leasehold ~~Companies~~improvements ~~may~~associated ~~elect~~with tocommon ~~apply~~control ~~ASU~~leases ~~2016-02~~over at the ~~beginning~~useful oflife to the ~~earliest~~common ~~period~~control ~~presented or~~group. ~~recognize~~ASU a2023-01 ~~cumulative~~will ~~effect~~become effective ~~adjustment~~for to the ~~opening~~Company ~~balance of retained earnings~~ in the ~~period~~first quarter of ~~adoption.~~fiscal ~~The~~2024 ~~ASU is effective for annual~~ and ~~interim~~early ~~periods~~adoption ~~beginning~~is ~~after December 15, 2021~~permitted. Management ~~adopted~~does ~~this~~not ~~standard~~believe onthat ~~January~~ASU 1,2023-01 will ~~2022,~~have ~~which~~ a ~~right of~~material ~~use~~impact ~~asset~~on ~~and liability were recorded in connection with~~ the ~~Company’s~~financial ~~lease~~statements.

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.F-15

~~NOTE 3~~Table –of ~~GOING CONCERN~~Contents

~~As reflected in the accompanying financial statements~~SPECIFICITY, ~~during the year ended December 31, 2022, the Company incurred a net loss of $4,344,532 and used cash of $2,036,911 in operating activities~~INC. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have evaluated the conditions or events that raise substantial doubt about the Company’s ability as a going concern within one year of issuance of the financial statements.

~~While the~~Notes ~~Company is continuing operations and generating revenues, the Company’s cash position is not significant enough~~ to ~~support the~~Financial 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 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.Statements

~~F-11~~(Expressed in U.S. Dollars)

~~Table~~In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company does not currently have taxable income as it is a development stage company and as such adoption of ~~Contents~~this ASU is not expected to have a material impact on the financial statements. The Company will adopt ASU 2023-09 in its fourth quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method.

~~SPECIFICITY, INC.~~NOTE 4 – RELATED PARTY TRANSACTIONS

~~NOTES TO~~Employment ~~THE FINANCIAL STATEMENTS~~Agreement

~~NOTE~~On January 1, 2021, the Company entered into 4a –1-year ~~FINANCIAL~~employment ~~STATEMENT~~agreement ~~ELEMENTS~~(“Agreement”) with Mr. Jason Wood, the Company’s Chief Executive Officer (“CEO”). The Agreement renews automatically on an annual basis. If the CEO is terminated without cause, then the remaining current contract year shall be paid upon termination. The Company currently pays the CEO’s personal expenses in lieu of a direct salary. Compensation paid to the CEO is set forth below:

During 2020, the Company purchased software for which is to be used in operations with a $50,000 note payable. The software isn’t expected to be implemented until 2023 and thus no amortization was recorded at December 31, 2022. See Note 5 for discussion of the note payable terms.

Schedule of employment agreement
	DECEMBER 31,
	2023		2022

Base salary paid	$	7,002	$	11,521
Automobile lease payments		34,425		36,269
Personal expenses paid on behalf of CEO		66,013		184,797
Interest Accrued or Paid on related party payable to CEO		50,000		50,000
Non-cash compensation		11,095		10,813
Health insurance		6,241		9,362
Apartment		71,885		60,676

Total	$	246,661	$	363,438

~~Lease~~All compensation paid to the CEO was classified as officer compensation within general and administrative expense in the statement of operations.

~~The Company~~Acquisition ~~leases~~Agreement ~~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~~Promissory ~~was $43,527 and $22,750, respectively. On January 1, 2022, the Company recorded a right of use asset and liability~~Note ofto $104,665. The Company used an effective borrowing rate of 3% which is the annual increase per the lease agreement. The aggregate right of use payments and imputed interest under the lease agreement as of December 31, 2022 is as follows:CEO

Schedule of Future Minimum Rental Payment
Years ending December 31,:
2023		43,908
2024		22,278
Imputed interest		(1,554	)
Total	$	64,632

On January 13, 2021, the Company entered into a share purchase agreement with the Company’s CEO to acquire an 80% equity interest in Pickpocket Inc. (“Pickpocket”) for a purchase price of $1 million and paid consideration in the form of a promissory note bearing simple interest at a rate of 5% per annum. As of the date of acquisition, Pickpocket did not have any operations or significant assets. Upon acquisition, the Company expensed the purchase price as compensation to the officer. The transaction was accounted for on a carryover basis as the CEO was the controlling shareholder in both entities. As of December 31, 2023, the Company has accrued interest of $50,000 included within accrued interest – related party on the accompanying balance sheet.

~~NOTE 5 – ADVANCES AND NOTES PAYABLE~~ F-16

~~The Company~~Table ~~entered into a $50,000 note payable in connection with the purchase~~ of ~~software, see Note 4. The note payable does not incur interest and required five monthly payments of $10,000 which were paid during 2021.~~Contents

~~On January 13~~SPECIFICITY, ~~2021, the Company entered into a share purchase agreement with the Company’s Chief Executive Officer to acquire 80% of Pickpocket, Inc~~INC. (“Pickpocket”) for a purchase price of $1.0 million in the form of a promissory note. As of the date of acquisition, Pickpocket did not have any operations or significant assets. Upon acquisition, the Company expensed the $1.0 million as compensation to officer. The transaction was accounted for on a carry over basis as the Chief Executive Officer was the controlling shareholder in both entities. The promissory note incurs interest at a rate of 5% per annum. During the years ended December 31, 2022 and 2021, the Company paid interest of $50,000 and $50,000, respectively. As of December 31, 2022, no accrued interest was due.

~~During the~~Notes year ended December 31, 2022, the Company’s 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. Subsequent to ~~December~~Financial ~~31, 2022, additional advances were $246,645.~~Statements

~~NOTE 6~~(Expressed -in ~~COMMITMENTS~~U.S. ~~AND CONTIGENCIES~~Dollars)

~~Litigation~~Executive Officer Advances to the Company

The Company’s CEO and COO provided unsecured credit advances to the Company isto fund operations in between financing rounds. These advances do not ~~party~~incur tointerest ~~any~~and ~~pending~~are ordue ~~threatened~~on ~~litigation~~demand. As of December 31, 2023 and 2022, unpaid credit advances were $284,500 and $194,500, respectively.

~~F-12~~NOTE 5 – DEBT AGREEMENTS

~~Table~~Working ofCapital ~~Contents~~Funding Loans

~~SPECIFICITY~~The Company finances short term working capital requirements in between capital raises by entering into secured borrowing agreements for which future receivables are pledged to repay these short-term obligations. Funding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the CEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the financing has been repaid in full. Future sales of revenues are not within the scope of ASC 860 (Transfers and Servicing of Financial Assets), as ~~INC~~such these arrangements are accounted for under ASC 470 (Debt) as short term secured credit facilities. Accordingly, these secured borrowings are reported as short term financing on the balance sheet. Upon receipt of financing proceeds the Company recognizes a liability equal to the net proceeds received. Interest expense is recognized when payments are made under this arrangement. Interest is computed using the percentage purchased factor times the payment made under the agreement. Working capital funding loans consisted of the following:

NOTES TO THE FINANCIAL STATEMENTS


	DECEMBER 31,
	2023		2022

NewCo Capital Group Future Revenue Purchase Agreement dated March 3, 2023 (1)	$	64,130	$	-
Parkside Funding Group LLC Revenue Purchase Agreement dated August 3, 2023 (2)		54,804		-
Total working capital funding loans	$	118,934	$	-

~~Significant Contracts~~(1) On March 2, 2023, the Company entered into a future revenue purchase agreement and received proceeds of $120,000 (net of underwriting and original fees of $7,200) for which $169,200 will be repaid in 36 weekly installments of $4,700, with a minimum payment of 10% of banking deposits. This working capital loan is secured by substantially all of the Company’s assets and a personal guarantee by the Company’s CEO and COO. The percentage purchased factor representing interest expense under this arrangement was approximately 29.1% (including underwriting fees, origination fees and financing spread). In the event of default, the Company may be required to pay additional fees of 30% of the unpaid balance to cover legal fees required by the third party to pursue collection in the event of default. As of December 31, 2023, the required payments were not made, and the Company was in default. As of December 31, 2023, the Company had a remaining obligation of $64,130, which is reported as a current liability on the balance sheet under the working capital funding loans.

(2) On ~~January~~ 1August 3, ~~2021~~2023, the Company entered into ana ~~employment~~future ~~contract~~revenue ~~with~~purchase ~~its~~agreement ~~Chief~~and ~~Executive~~received ~~Officer~~proceeds of $57,000 (net of $3,000 in underwriting fees) for which ~~the~~$84,000 ~~initial~~will ~~term~~be repaid in weekly installments of ~~the~~$3,231 ~~agreement~~ with a minimum payment of 22% of banking deposits. This working capital loan is ~~for~~secured ~~one~~by ~~year~~substantially all of the Company’s assets and ~~reviews~~a ~~automatically~~personal ~~annually.~~guarantee Ifby the ~~Chief~~Company’s ~~Executive~~CEO ~~Officer~~and isCOO. ~~terminated~~The ~~without~~percentage ~~cause~~purchased factor representing interest expense under this arrangement was approximately 32.1% (including underwriting fees, ~~then~~origination fees and financing spread). In the ~~remaining~~event ~~current contract~~of ~~year~~default, ~~shall~~the Company may be ~~paid.~~required ~~During~~to pay a fixed default penalty of $2,500 and additional fees of 33% of the ~~years~~unpaid ~~ended~~balance to cover legal fees required to pursue collection in the event of default. As of December 31, ~~2022~~2023, ~~and~~the ~~2021~~required payments were not made, and the Company ~~paid~~was ~~either~~in default. On August 23, 2023, the ~~Chief~~Company ~~Executive~~entered ~~Officer~~into a Settlement Agreement and~~/or entities~~ ~~affiliated~~General Release with the ~~Chief~~lender ~~Executive~~to ~~Officer~~settle unpaid advances. The total settlement agreed to was $~~181~~86,~~078~~096, ~~and~~which ~~$217~~is being paid out of weekly customer deposits. As of December 31,~~568~~ 2023, ~~respectively~~the Company had a remaining obligation of $54,804, which ~~has~~is ~~been~~reported ~~classified~~ as ~~officer~~a ~~compensation~~ current liability on the ~~accompanying~~balance ~~statements~~sheet ofunder ~~operations~~the caption working capital funding loans.

~~See Notes 5 and 7 for additional payments to the related party.~~F-17

~~NOTE 7~~Table –of ~~STOCKHOLDERS’ EQUITY (DEFICIT)~~Contents

~~Series A~~SPECIFICITY, ~~Preferred Stock~~INC.

~~The Company~~Notes ~~is authorized~~ to ~~issue~~Financial 1,000,000 shares of $0.001 par value Series A preferred stock (“Series A”). The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote. In the event of liquidation or dissolution of the Company, holders of Series A preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to convert each share of Series A into five shares common stock. See below for discussion regarding issuance of Series A preferred stock.Statements

~~Series B~~(Expressed ~~Preferred~~in ~~Stock~~U.S. Dollars)

~~The Company~~Convertible ~~was~~Note authorized to issue 260,000 shares of $0.001 par value Series B preferred stock (“Series B”). During September 2022, the Company increased the Series B preferred stock authorized shares to 560,000. The holder of the Series B preferred stock do not have voting rights. In the event of liquidation or dissolution of the Company, holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert in the pro rata portion of exactly ten percent of the issued and outstanding common stock of the Company.Agreement

~~During 2020~~On April 25, 2023, the Company ~~sold~~entered ~~260,000~~into Securities ~~shares~~Purchase ofAgreement ~~Series~~(“SPA BAgreement”) ~~preferred~~with ~~stock~~a tothird ~~various~~party ~~investors~~to atobtain $2bridge financing.50 ~~per~~Pursuant ~~share~~to ~~resulting~~the inSPA ~~gross proceeds~~Agreement, ofthe ~~$650,000.~~Company Asentered ofinto ~~December~~an ~~31,~~unsecured ~~2020,~~9-month ~~subscriptions~~(“Note ~~receivable~~Term”) ~~related~~convertible topromissory ~~these~~note ~~were~~(“Convertible InNote”) ~~2021,~~with a ~~the~~principal ~~Company~~amount ~~received~~of ~~the~~ $~~400~~220,000, ~~which $200~~and additional consideration of 50,000 ~~was~~restricted ~~paid~~shares toof ancommon ~~entity~~stock ~~controlled~~and bya ~~the~~detachable ~~Company’s~~warrant ~~Chief~~to ~~Executive~~purchase up ~~Officer.~~to ~~The $~~200,000 ~~has~~shares ~~been~~of ~~classified~~common asstock ~~officer compensation~~at onan ~~the~~exercise ~~accompanying~~price ~~statements~~ of ~~operations~~$5.00 per warrant. Convertible Note consisted of the following:

See below for an additional issuance in 2022.

Schedule of convertible note agreement
	DECEMBER 31,
	2023			2022

Convertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024 and currently in default. (1)	$	193,110		$	-
Deduct: Unamortized Original Issue Discount (2)(3)(4)		(27,500	)		-
Convertible Note, net of discount	$	165,610		$	-
Add: Convertible Note interest payable (4)		75,777			-
Total Convertible Note	$	241,387		$	-

Total Convertible Note due at maturity	$	268,887		$	-

~~Common Stock~~(1) The Convertible Note requires a fixed monthly repayment of approximately $26,889 starting July 24, 2023, and ending on March 24, 2024. Unpaid principal and interest may be converted by the noteholder into shares of the Company’s common stock at a conversion price of $1.50 per share at any time while the Convertible Note remains outstanding.

(2) The ~~Company~~ isConvertible ~~authorized~~Note toincluded ~~issue~~a 50$20,000~~,000~~ ~~shares~~original ofissue ~~$0.001~~discount ~~par~~which ~~value~~is ~~common~~being ~~stock.~~amortized ~~The~~over ~~holders~~the life of ~~common~~the ~~stock~~Convertible ~~are~~Note. ~~entitled~~As toof ~~one~~December ~~vote per~~31, ~~share~~2023, onthe ~~all~~unamortized ~~matters~~original ~~submitted~~issue todiscount awas ~~vote of stockholders~~$6,667.

~~During the~~(3) ~~year~~The ~~ended~~Convertible ~~December~~Note ~~31,~~included ~~2022,~~an ~~the~~additional ~~Company~~original ~~issued~~issue ~~443,143~~discount ~~shares~~ of ~~common stock to consultants for management guidance~~$62, ~~market research~~500, ~~investor~~ ~~reports,~~which ~~capital~~reflects ~~raising services, etc. During~~ the ~~year~~fair ~~ended~~value ~~December~~of 3150,000 ~~2022, the Company recorded $451,081 in stock-based compensation. The Company valued the~~ shares ~~based upon the recent sales~~ of ~~common~~restricted stock. Inthat ~~connection~~was ~~with~~awarded ~~one~~as ofan ~~these~~additional ~~issuances,~~inducement ~~the Company~~to ~~recorded a prepaid of $557,054 and is amortizing over~~ the ~~term of the agreement of one year~~noteholder. As of December 31, ~~2022~~2023, the ~~prepaid was~~unamortized ~~$235,375.~~original Inissue ~~addition,~~discount ~~this~~was same agreement contains provisions for which additional shares would be issued. These provisions include 10% commission on all gross sales introduced by the consultant, 3% of an equity interest in the Company for introduction which results in a $520,833.~~0 million investment and an additional 3% equity interest for introduction which results in $15.0 million investment.~~

F(4) The Convertible Note included 200,000 warrants to purchase common stock at a strike price of $5.00 per warrant (after giving effect to any adjustments for stock splits or dividends or subsequent offering rights) by paying cash or cashless exercise. The fair value of detachable warrants on the grant date was $0 using a Black-13Scholes option pricing model with a stock price of $1.25, exercise price of $5.00, risk free rate of 3.7%, volatility of 10% to 25% (logarithmic average due to limited exchange pricing data) and a dividend rate of 0% and a warrant term of 10 years (as the Company’s warrants have no expiration date).

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~~SPECIFICITY, INC.~~Table of Contents

~~NOTES TO~~SPECIFICITY, ~~THE FINANCIAL STATEMENTS~~INC.

~~During the~~Notes ~~year ended December 31, 2022, the Company issued 740,000 shares of common stock and 300,000 shares of Series B preferred stock~~ to ~~two~~ ~~employees~~Financial for services rendered. One of the individuals is a significant shareholder and the sole shareholder of the Series B preferred stock. The Company recorded $1,810,000 as stock-based compensation, within general and administrative expense, in connection with the issuances, during the year ended December 31, 2022, respectively. The Company valued the shares based upon the recent sales of common stock.Statements

~~During the~~(Expressed ~~year ended December 31, 2022 the Company sold shares of common stock to various investors at $1.50 per share resulting~~ in ~~gross proceeds of $1,265,615~~U. ~~Offering costs related to the sale of these shares amounted to $28,685 As of December 31, 2022, there were no subscriptions receivable related to these sales~~S. Dollars)

(5) The Convertible Note assessed an additional 10% interest on the face value of the Convertible Note upon issuance which increased the amount due from $220,000 to $242,000. In the event of a default, the noteholder may increase the unpaid balance by 125% as a penalty for such default. Any additional increase in the unpaid balance as a result of an event of default shall be recognized immediately as additional interest expense. During the year ended December 31, ~~2021~~2023, the Company ~~sold~~made ~~984,701~~only ~~shares~~one ofscheduled ~~common~~payment ~~stock~~to the noteholder. Pursuant to ~~various~~Section ~~investors~~2(a)(i) atof ~~prices~~the ~~ranging~~Convertible ~~from~~Note ~~$0.50~~Agreement, failure to ~~$1.50~~ ~~per~~pay ~~share~~the ~~resulting~~noteholder inamounts ~~gross~~when ~~proceeds~~due constitutes an event of ~~$1,412,050.~~default ~~Offering~~and ~~costs~~recognition of ~~$68,499~~a ~~were~~penalty ~~offset~~equal ~~against~~to 125% of the ~~gross~~unpaid ~~proceeds~~principal and interest due to the note holder. As of December 31, ~~2021~~2023, ~~there~~unpaid ~~was~~accrued ainterest ~~subscription~~payable ~~receivable~~included $22,000 of interest since issuance of the Convertible Note and penalty interest of $153,~~500~~778. ~~related~~The tonote ~~these~~holder ~~sales~~has not made any demand for payment.

NOTE 8 6 – ~~INCOME~~CAPITAL ~~TAXES~~LEASES

~~The~~ On May 1, 2021, the Company’s ~~net~~entered ~~deferred~~into ~~tax~~a 4 ~~assets~~year atoffice ~~December~~non-cancellable ~~31,~~lease ~~2022~~agreement ~~and~~commencing ~~2021~~on isJune ~~approximately~~16, $12021,~~205,000~~ and ~~$643~~expires on June 30,~~000,~~ ~~respectively~~2024, which ~~consists~~requires monthly lease payments of ~~net~~$3,713 plus a portion of operating ~~loss~~expenses. ~~carry~~This ~~forwards~~lease required an upfront security deposit of $3,700. AsThe lease requires a total of ~~December~~$131,568 31in rent payments of the life of the lease. This lease contains a fixed 3% rent escalation which is adjusted annually on July 1st. On January 1, 2022, the Company recorded a right of use asset and ~~2021~~liability of $104,665. ~~the~~The Company ~~provided~~used aan ~~100%~~effective borrowing ~~valuation~~rate ~~allowance~~of ~~against~~3%, which is the ~~net deferred~~annual ~~tax~~increase ~~assets~~pursuant to the lease agreement.

The ~~Company~~ isnet ~~subject~~amount toof ~~tax~~assets inrelated ~~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~~operating inlease ~~2020.~~right ~~The~~of ~~Company~~use ~~currently~~asset iswas ~~not~~as ~~under examination by any tax authorities.~~follows:

NOTE 9 – SUBSEQUENT EVENTS


	DECEMBER 31,
	2023			2022
Operating lease:
Right of use asset	$	104,918		$	104,918
Less: accumulated amortization		(83,934	)		(41,967	)

Right of use asset, net	$	20,984		$	62,951

~~Management has~~The ~~evaluated~~net ~~subsequent~~amount ~~events~~of ~~pursuant~~liabilities related to ~~the~~operating lease ~~requirements~~right of ~~ASC~~use ~~Topic~~asset ~~855~~was ~~and~~as ~~has determined that no material subsequent events exist other than those disclosed below.~~follows:

See Notes 5 for an additional subsequent event.

	DECEMBER 31,			DECEMBER 31,
	2023			2022

Operating lease liability	$	22,085		$	64,632
Less: Current portion		(22,085	)		(42,547	)

Lease liability, net of current portion	$	-		$	22,085

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

The components of operating lease right of use asset was as follows:


	YEARS ENDED
	DECEMBER 31,
	2023		2022

Operating lease cost:
Amortization of right of use assets	$	41,964	$	41,964
Interest on operating lease liability		1,362		2,344

Total operating lease costs	$	43,326	$	44,308

As of December 31, 2023, the weighted average remaining lease term is 6 months, with remaining payments of $22,279 less imputed interest of $194. As of December 31, 2022, the weighted average remaining lease term was 1.5 years, with remaining payments of $66,188 less imputed interest of $1,556.

Operating lease right of use asset cash flow information was as follows:


	YEARS ENDED
	DECEMBER 31,
	2023		2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	43,909	$	42,630

Right of use assets obtained in exchange for lease obligations:
Operating leases	$	-	$	104,918

NOTE 7 – INCOME TAXES

The Company’s deferred tax assets predominantly consist of temporary differences arising from net operating loss carryforwards, accrued compensation and shared based compensation. In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A significant piece of objective negative evidence considered in management’s evaluation of the realizability of its deferred tax assets was the limited financial history and forecasted losses during the first full year of operations of the Company. On the basis of this evaluation, management recorded a valuation allowance against all deferred tax assets as the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the period in which these temporary differences become deductible.

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

The Company’s net deferred tax assets consisted of the following:

Schedule of deferred tax assets
	DECEMBER 31,
	2023			2022

Deferred tax assets:
Net operating loss carryforward	$	1,598,368		$	1,297,288
Share-based compensation		579,388			565,888
Charitable contributions		1,079			1,079
Total deferred tax assets	$	2,178,835		$	1,864,255
Less: valuation allowance		(2,132,583	)		(1,851,831	)
Total deferred tax assets, net	$	46,252		$	12,424

Deferred tax liabilities:
Depreciation	$	1,351		$	1,351
Accrued compensation		44,901			11,073
Total deferred tax liabilities	$	46,252		$	12,424

Net deferred tax asset or liability	$	-		$	-


	DECEMBER 31,
	2023			2022
Deferred tax asset valuation allowance:
Beginning balance	$	(1,851,831	)	$	(670,986	)
Increase		(280,752	)		(1,180,845	)
Ending balance	$	(2,132,583	)	$	(1,851,831	)

As of December 31, 2023 and 2022, the Company provided a 100% valuation allowance against the net deferred tax assets.

Provision for income tax (benefit) effective rates, which differs from the federal and state statutory rates were as follows for the years ended:


	DECEMBER 31,
	2023			2022

Tax at U.S. federal statutory rate		21.00	%		21.00	%
State, net of federal benefit		5.89	%		5.99	%
Non-Deductible Expenses		-0.40	%		-0.04	%
Change in valuation allowance		-26.49	%		-26.95	%
		0.00	%		0.00	%

The Company files U.S. federal income tax returns with the Internal Revenue Service (“IRS”). As of December 31, 2023, the Company is currently not under examination by the IRS. The Company did not have any unrecognized tax benefits at either December 31, 2023 or 2022. If applicable in the future, any interest and penalties related to uncertain tax positions will be recognized in income tax expense.

The Company files state income tax returns in Nevada and Florida. As of December 31, 2023, the Company is currently not under examination by either state tax authority.

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

NOTE 8 – CAPITAL STRUCTURE

During the year ended December 31, 2023 and 2022, there were no equity transactions that could result in a change in control of the Company which would trigger any conversion provision contained within the Company’s Convertible Note, Series A or B preferred stock agreements. The following is a description of the Company’s equity instruments:

Series A Preferred Stock

The Company is authorized to issue 1 million shares $0.001 par value Series A preferred stock (“Series A”). The holder of Series A preferred stock is entity to 80% of all voting rights available at the time of any vote. In the event of liquidation or dissolution of the Company, the holders of Series A preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to convert each share of Series A into five shares of common stock. On December 1, 2020, the Company issued 1 million shares of Series A preferred stock to the CEO of the Company for no consideration.

Series B Preferred Stock

The Company was authorized to issue 260,000 shares $0.001 par value Series B preferred stock (“Series B”). In September 2022, the Company increased the Series B preferred stock authorized shares to 560,000. The holder of Series B preferred stock do not have any voting rights. In the event of liquidation or dissolution of the Company, the holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert each share of Series B on a prorate basis of exactly ten (10) percent of the issued and outstanding common stock of the Company. The ultimate redemption value of Series B Preferred stock is tied to the value of the Company’s common stock.

In 2020, the Company issued 260,000 shares of Series B preferred stock for no additional consideration at a fair value of $260. In 2022, the Company issued 300,000 shares of Series B preferred stock as compensation to the Chief Revenue Officer (“CRO”) of the Company. The Company estimated the fair value of Series B at $1.50 per share (average transaction price for common stock sold during the same period), which resulted in a total fair value of $450,000. As of December 31, 2023 and 2022, the Company’s CRO beneficially held 404,000 Series B shares, 104,000 Series B shares indirectly through his spouse and 52,000 Series B shares through his son.

Common Stock

As of December 31, 2023, the Company had 50 million authorized shares of common stock with a par value of $0.001, of which 11,216,438 were issued and outstanding. Included in reported common stock as of December 31, 2023, were 135,615 shares of common stock issued and outstanding that were legally due to the shareholder but not issued by the transfer agent after December 31, 2023. Common stockholders are entitled to one vote per share on all matters submitted to a vote of stockholders. As of December 31, 2023 and 2022, Company insiders held in aggregate 7.46 million shares of common stock, respectively. The Company’s CEO controls approximately 92% of the voting power of the Company’s common stock.

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

Strata Purchase Agreement

On November 29, 2023, the Company entered into a 24-month Strata Purchase Agreement (“Strata Agreement”) with a private investor (“ClearThink”). Under the terms of the Strata Agreement, ClearThink committed to purchase up to $5,000,000 of the Company’s registered common stock with a purchase price equal to 80% of the average of the two lowest daily stock prices during a ten (10) day trading period. The Strata Agreement requires a minimum purchase of $25,000 with a maximum purchase at the lesser or $1,000,000 or 500% of the daily average shares traded for the prior 10-day period. At no time shall the total number of shares purchased under this Strata Agreement exceed 9.99% of the Company’s outstanding common stock. ClearThink made an initial purchase of 400,000 shares of restricted stock in exchange for $100,000. Additionally, the Company issued an additional 200,000 shares of common stock to ClearThink as additional consideration which had a fair value of $50,000.

NOTE 9 – SHARE-BASED COMPENSATION AND WARRANTS

Share-Based Compensation

During the year ended December 31, 2023, the Company issued a total of 250,000 shares as additional consideration in connection with a debt (see Note 5 – convertible note) and equity agreement (see Note 8 – Strata Agreement) with a total fair value of $112,500. There were no service conditions or other requirements necessary prior to issuance of these shares.

During the year ended December 31, 2022, the Company issued a total of 440,000 shares as compensation to employees, 300,000 Series B preferred shares to the Company’s CRO and 421,369 shares as compensation to advisors in lieu of cash for services. There were no service conditions or other requirements necessary prior to issuance of these shares. The total fair value of share based compensation was $1,744,885.

The Company did not adopt stock option incentive plan or issue any stock options or other service based awards to any employee, advisor or consultant during the years ended December 31, 2023 or 2022.

Warrants to Purchase Common Stock

On October 1, 2021, the Company issued 200,000 detachable warrants at an exercise price of $3.00 per warrant in connection with a private equity offering. While the Company contemporaneously issued warrants in connection with this capital raise transaction, these warrants are subject to separate agreements with different terms and conditions that are not closely related. The warrants issued in connection with the sale of common stock may be exercised at the option of the purchaser and may only be settled in shares of common stock upon payment of the exercise price stated in the stock purchase agreement. These freestanding warrants are classified as an equity instrument and have no expiration date. The fair value of detachable warrants on the grant date was $0 using a Black-Scholes option pricing model with a stock price of $0.25, exercise price of $3.00, risk free rate of 4.57%, volatility of 10% to 25% (logarithmic average due to limited exchange pricing data) and a dividend rate of 0% and a warrant term of 10 years (as the Company’s warrants have no expiration date).

On April 25, 2023, the Company issued 200,000 detachable freestanding warrants at an exercise price of $5.00 per warrant, as additional consideration in connection with its Convertible Note (see Note 5). While the Company contemporaneously issued warrants in connection with a Convertible Note issuance, these warrants are subject to separate agreements with different terms and conditions that are not closely related. The settlement and/or termination of the Convertible Note does not cause the warrant agreement to terminate or cause the terms and conditions to change due to changes in the Note instrument. The warrants issued in connection with the sale of common stock may be exercised at the option of the purchaser and may only be settled in shares of common stock upon payment of the exercise price stated in the stock purchase agreement. These freestanding warrants are classified as an equity instrument and have no expiration date.

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

The table below summarizes the status of warrants outstanding and exercisable as follows:

Schedule of warrants outstanding
	2023				2022
	Warrants		Weighted Average Exercise Price		Warrants		Weighted Average Exercise Price

Warrants outstanding, January 1,		200,000	$	3.00		200,000	$	3.00
Issued		200,000		5.00		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Warrants outstanding, December 31,		400,000	$	4.00		200,000	$	3.00

Warrants exercisable, December 31,		400,000	$	4.00		200,000	$	3.00

NOTE 10 – WEIGHTED AVERAGE COMMON SHARES

The Company reported a net loss during the years ended December 31, 2023 and 2022, as such, the inclusion of potentially dilutive securities in the computation of Diluted EPS would be anti-dilutive. Potentially dilutive securities excluded from the computation of diluted EPS was as follows:


	DECEMBER 31,
	2023		2022

Convertible Note (see Note 5)		179,258		-
Series A Preferred (see Note 8)		5,000,000		5,000,000
Series B preferred stock (see Note 8)		1,121,644		1,034,448
Detachable common stock warrants (see Note 9)		400,000		200,000
Total anti-dilutive securities excluded from diluted weighted average common shares		6,700,902		6,234,448

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company is not party to any pending or threatened litigation.

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SPECIFICITY, INC.

Notes to Financial Statements

(Expressed in U.S. Dollars)

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to the year ended December 31, 2023, to the date these financial statements were issued, and determined that the following were material subsequent events to disclose in these financial statements.

On January 29, 2024, the Company modified the common stock conversation exercise from $5.00 to $0.50 which may give rise to a beneficial conversion feature associated with the Convertible Note. On February 3, 2024, the noteholder converted outstanding principal value of $50,000 and received 100,000 shares of common stock.

On February 2, 2024, the Company signed a premier agency agreement with Delivr, a disruptive digital marketing platform founded by Gregory Kotovos. As the premier Delivr agency partner, Specificity will pair its industry knowledge and advanced audience targeting capabilities with Delivr's proprietary platform to solidify a competitive advantage in the industry and offer a comprehensive 360° view of current and potential buyers at scale to redefine data attribution industry wide.

On May 3, 2024, the Company become aware of an enforcement proceeding settlement between the U.S. Securities and Exchange Commission (“SEC”) and its auditing firm BF Borgers. The SEC’s enforcement proceedings against audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, charged them with deliberate and systematic failures to comply with PCOB standards in their audits and reviews of hundreds of public companies, which were incorporated in more than 1,500 SEC filings from January 2021 through June 2023. It is important to note that BF Borgers’ audit reports on our financial statements for 2022 and 2023 did not contain adverse opinions, and there were no disagreements regarding accounting matters. On July 16, 2024, the Company was forced to move its listing to OTC Alternative Markets in order to maintain its current trading and market maker activity while it searched for a new audit firm and accounting consultant to assist preparation for the 2023 audit and potential reaudit of 2022 as the former auditor BF Borgers audit opinion could no longer be relied upon. The Company’s quarterly and annual filings for 2023 were significantly delayed as a result of this matter. On May 15, 2024, the Company retained CM3 Advisory as its independent registered public accounting firm and engaged them to audit its 2021 opening balances, full year 2022 and 2023.

On June 18, 2024, the Company entered into a letter of intent to acquire a technology stack (“Tech Stack”) from Flagd Mobile Corp/HomeQ (“Seller”), an existing supplier that services companies marketing in the home services space. On November 8, 2024 (“Purchase Date”), the Company executed an asset purchase agreement to acquire the Tech Stack from Seller in exchange for 1,800,000 shares of common stock. The price of the Company’s common stock was $0.86 per share on the Tech Stack Purchase Date. The Tech Stack purchased the Tech Stack to add additional capabilities in order to provide clients with hyper-precise, real-time data targeting, elevating its already revolutionary capabilities in the digital advertising space.

On November 1, 2024, the Company appointed Richard L. Berry, III, as Chief Operating Officer. As COO, Berry will be responsible for overseeing Specificity’s operational strategies and supporting the execution of key initiatives across its core brands: Specificity, Put-Thru, and Intent Buyers. His expertise in business management, coupled with his experience in public offerings and capital markets, will support Specificity's expansion efforts and enhance investor confidence.

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