UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30,~~March ~~2023~~31, 2024

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

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
incorporation or organization)		Identification No.)
410 S. Ware Blvd., Suite 508, Tampa, FL		33619
8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL		34202
(Address of principal executive offices)		(Zip Code)
(813) 364-4744
(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

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	SPTY	OTCQB

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1013,~~694~~612,~~243~~841 shares of common stock as of ~~September~~April 3016, ~~2023~~ 2025.

SPECIFICITY, INC.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Controls and Procedures	4
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
Signatures		8

(UNAUDITED)

-i-

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3
Item 4.	Controls and Procedures	3

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4
Item 1A.	Risk Factors	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3.	Defaults Upon Senior Securities	4
Item 4.	Mine Safety Disclosures	4
Item 5.	Other Information	4
Item 6.	Exhibits	4

Signatures		5

F-1

Table of Contents

SPECIFICTY, INC.

FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

INDEX TO FINANCIAL STATEMENTS

(UNAUDITED)

	Pages
Balance Sheets	F-2
Balance Sheets as of March 31, 2024 and December 31, 2023	F-3
Statements of Operations	F-3
Statements of Operations for the three month periods ended March 31, 2024 and 2023	F-4
Statement of Stockholders' Equity (Deficit)	F-4
Statement of Stockholders' Deficit for the three month periods ended March 31, 2024 and 2023	F-5
Statement of Cash Flows	F-5
Statement of Cash Flows for the three month periods ended March 31, 2024 and 2023	F-6
Notes to the Financial Statements	F-67

F-12

Table of Contents

SPECIFICITY, INC

BALANCE SHEETS

(~~UNAUDITED~~EXPRESSED IN U.S. DOLLARS)

	As of September 30, 2023			As of December 31, 2022
	MARCH 31, 2024			DECEMBER 31, 2023
Assets:
	(Unaudited)
Current assets
ASSETS
Cash and cash equivalents	$	5,317		$	22,818
CURRENT ASSETS
Accounts receivable		75,633			8,182
Cash and cash equivalents	$	1,407		$	49,149
Prepaid expenses and other current assets		9,292			235,375
Accounts receivable, net of allowance for doubtful accounts		-			4,000
Total current assets		90,242			266,375
Prepaid and other current assets		8,086			3,375
Property and equipment, net		62,888			70,722
Total current assets		9,493			56,524
Right of use asset		33,004			64,632
NONCURRENT ASSETS
Total assets	$	186,134		$	401,729
Property and equipment, net		4,497			5,745
Liabilities and Stockholders' Deficit:
Operating lease right of use asset		-			20,984
Current liabilities:
Intangibles, net		5,513			5,888
Account payable	$	103,642		$	93,867
TOTAL ASSETS	$	19,503		$	89,141
Accrued liabilities		43,111			37,828
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accrued interest, related party		37,500			-
CURRENT LIABILITIES
Notes payable		116,959			-
Working capital funding loans	$	116,896		$	118,934
Related party advances		367,000			193,739
Accounts payable and accrued expenses		85,781			40,687
Convertible note payable, net discount of $10,000		173,110			-
Accrued payroll and taxes		111,886			166,300
Right of use liability		33,004			43,909
Deferred revenue		-			53,000
Total current liabilities		874,326			369,343
Accrued interest payable - related party		62,500			50,000
Long term liabilities -
Convertible note payable, net of discount		209,671			241,387
Related party notes payable		1,000,000			1,000,000
Current portion of operating lease liability		-			22,085
Right of use liability, net of current portion		-			20,723
Related party advances		284,500			284,500
Total liabilities		1,874,326			1,390,066
Total current liabilities		871,234			976,893
Commitments and contingencies
NON-CURRENT LIABILITIES
Stockholders' Deficit:
Related party notes payable (Pickpocket)		1,000,000			1,000,000
Preferred stock, Series A; $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		1,000			1,000
Total non-current liabilities		1,000,000			1,000,000
Preferred stock, Series B; $0.001 par value; 560,000 and 560,000 shares authorized; 560,000 and 560,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		1,400,000			1,400,000
TOTAL LIABILITIES		1,871,234			1,976,893
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,782,584 and 10,652,584 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		10,812			10,652
COMMITMENTS AND CONTINGENCIES (Note 11)
Additional paid-in capital		4,576,253			4,401,413
STOCKHOLDERS' DEFICIT
Accumulated deficit		(7,676,257	)		(6,801,402	)
Preferred stock, Series A, $0.001 par value; 1,000,000 shares authorized; shares issued and outstanding were 1,000,000 as of March 31, 2024 and December 31, 2023, respectively		1,000			1,000
Total stockholders' deficit		(1,688,192	)		(988,337	)
Preferred stock, Series B, $0.001 par value; 560,000 shares authorized; shares issued and outstanding were 560,000 as of March 31, 2024 and December 31, 2023, respectively		450,260			450,260
Total liabilities and stockholders' deficit	$	186,134		$	401,729
Common stock, $0.001 par value; 50,000,000 shares authorized issued and outstanding were 11,339,009 as of March 31, 2024 and 11,216,438 as of December 31, 2023, respectively		11,339			11,216
Additional paid-in capital		5,188,781			5,116,403
Accumulated deficit		(7,503,111	)		(7,466,631	)
Total stockholders’ deficit		(1,851,731	)		(1,887,752	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	19,503		$	89,141

See accompanying notes to the financial statements.

F-23

Table of Contents

SPECIFICITY, INC

~~STATEMENTS~~STATEMENT OF OPERATIONS

(~~UNAUDITED~~EXPRESSED IN U.S. DOLLARS)

	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
	THREE MONTHS END
Revenue, net	$	320,271		$	378,660		$	805,317		$	649,510
	MARCH 31,
Cost of revenues		26,625			110,360			263,825			261,250
	2024			2023
Gross profit		293,646			268,300			541,492			388,260
	(Unaudited)
Operating expenses:
Revenues, net	$	398,861		$	206,361
Sales and marketing		17,081			19,837			73,091			32,717
Cost of services		114,659			125,828
General and administrative expenses, including stock based compensation of $0, $0, $233,505 and $600,000, respectively		191,199			587,611			1,160,333			1,922,740
Gross profit		284,202			80,533
Officer compensation		15,400			20,988			76,673			116,518
Operating expenses:
Total operating expenses		223,680			628,436			1,310,097			2,071,975
Sales and marketing		26,577			104,639
Income (loss) from operations		69,966			(360,136	)		(768,605	)		(1,683,715	)
Capital raise promotion expense		13,329			35,270
Other income (expense):
General and administrative expenses		203,595			150,425
Interest expense		(17,500	)		(12,466	)		(106,250	)		(23,014	)
Depreciation and amortization		5,120			11,990
Total other income (expense)		(17,500	)		(12,466	)		(106,250	)		(23,014	)
Total operating expenses		248,621			302,324
Net income (loss)	$	52,466		$	(372,602	)	$	(874,855	)	$	(1,706,729	)
Income (loss) from operations		35,581			(221,791	)
Basic and diluted net income (loss) per common share attributable to common stockholders	$	0.00		$	(0.04	)	$	(0.08	)	$	(0.19	)
Other expense:
Weighted-average number of shares used in computing basic and diluted per share amounts		10,782,584			9,369,345			10,669,435			9,123,984
Interest expense		(18,910	)		(6,059	)
Interest expense - related party		(12,500	)		(12,500	)
Loss on extinguishment of debt		(11,409	)		-
Loss on termination of lease liability		(29,242	)		-
Total other expense		(72,061	)		(18,559	)
Loss before provision for income taxes		(36,480	)		(240,350	)
Provision for income taxes		-			-
Net loss	$	(36,480	)	$	(240,350	)
Basic and diluted loss per share	$	(0.00	)	$	(0.02	)
Basic and diluted weighted average shares outstanding		11,294,078			10,359,411

See accompanying notes to the financial statements.

F-34

Table of Contents

SPECIFICITY, INC

~~STATEMENTS~~STATEMENT OF STOCKHOLDERS’ ~~EQUITY (~~DEFICIT)

~~FOR~~(EXPRESSED ~~THE~~IN ~~THREE~~U.S. ~~AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022~~DOLLARS)

(UNAUDITED)


													Additional
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Paid-In		Accumulated
(Three Months Ended March 31, 2023)	Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			Total
	(Unaudited)

Balances, 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		-		-		-		-		32,837		33		49,220		-			49,253
Net loss		-		-		-		-		-		-		-		(240,350	)		(240,350	)
Balances, March 31, 2023		1,000,000	$	1,000		560,000	$	450,260		10,377,319	$	10,377	$	4,738,494	$	(6,637,345	)	$	(1,437,214	)

	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Total Stockholders'
													Additional
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Deficit
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Paid-In			Accumulated
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	)
(Three Months Ended March 31, 2024)	Issued		Amount		Issued		Amount		Issued		Amount		Capital			Deficit			Total
Issuance of common stock for cash		-		-		-		-		130,000		130		174,870			-			-			175,000
	(Unaudited)
Net loss		-		-		-		-		-		-		-			-			(874,855	)		(874,855	)
Balances, 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	)
Balance, September 30, 2023		1,000,000	$	1,000		560,000	$	1,400,000		10,782,584	$	10,782	$	4,576,283		$	-		$	(7,676,257	)	$	(1,688,192	)
Common stock issued in partial convertible note conversion		-		-		-		-		100,000		100		49,900			-			50,000
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Total Stockholders'
Common stock issued in exchange for services rendered		-		-		-		-		22,571		23		22,478			-			22,501
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Deficit
Net loss		-		-		-		-		-		-		-			(36,480	)		(36,480	)
Balance, June 30, 2023		1,000,000	$	1,000		560,000	$	1,400,000		10,682,584	$	10,682	$	4,476,383		$	-		$	(7,728,723	)		(1,840,658	)
Balances, March 31, 2024		1,000,000	$	1,000		560,000	$	450,260		11,339,009	$	11,339	$	5,188,781		$	(7,503,111	)	$	(1,851,731	)
Sales of common stock		-		-		-		-		100,000		100		99,900						-			100,000
Net income		-		-		-		-		-		-		-			-			52,466			52,466
Balance, September 30, 2023		1,000,000	$	1,000		560,000	$	1,400,000		10,782,584	$	10,782	$	4,576,283		$	-		$	(7,676,257	)	$	(1,688,192	)
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Deficit
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		-		-		-		-		812,482		812		1,262,901			-			-			1,263,713
Offering costs		-		-		-		-		-		-		(28,685	)		-			-			(28,685	)
Stock-based compensation		-		-		-		-		400,000		400		599,600			-			-			600,000
Net loss		-		-		-		-		-		-		-			-			(2,283,652	)		(2,283,652	)
Balance, September 30, 2022		1,000,000	$	1,000		260,000	$	650,000		9,867,183	$	9,867	$	3,252,712		$	(1,500	)	$	(4,740,522	)	$	(828,443	)
	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Deficit
Balance, June 30, 2022		1,000,000	$	1,000		260,000	$	650,000		9,369,345	$	9,369	$	2,467,318		$	(1,500	)	$	(4,163,599	)	$	(1,037,412	)
Issuance of common stock for cash		-		-		-		-		497,838		498		791,248			-			-			791,746
Offering costs		-		-		-		-		-		-		(5,854	)		-			-			(5,854	)
Net loss		-		-		-		-		-		-		-			-			(576,923	)		(576,923	)
Balance, September 30, 2022		1,000,000	$	1,000		260,000	$	650,000		9,867,183	$	9,867	$	3,252,712		$	(1,500	)	$	(4,740,522	)	$	(828,443	)

See accompanying notes to the financial statements.

F-45

Table of Contents

SPECIFICITY, INC

STATEMENTS OF CASH FLOWS

(~~UNAUDITED~~EXPRESSED IN U.S. DOLLARS)

	For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
	THREE MONTHS ENDED
	MARCH 31,
	2024			2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~874~~36,~~855~~480	)	$	(1240,~~706,729~~350	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation		233,505			600,000
Depreciation expense		1,248			1,298
Depreciation		7,834			4,769
Amortization of intangibles		3,872			10,692
Debt discount amortization		10,000			-
Loss on extinguishment of debt		11,409			-
Changes in operating assets and liabilities:
Loss on termination of operating lease		29,242			-
Accounts receivable		(67,451	)		-
Changes in operating liabilities:
Prepaids and other current assets		(7,422	)		(3,557	)
Accounts receivable		4,000			5,000
Accounts payable		9,775			(21,246	)
Prepaid expenses and other current assets		(4,711	)		(11,380	)
Accrued liabilities		5,283			(10,333	)
Accounts payable and accrued expenses		34,101			(73,835	)
Accrued interest, related party		37,500			12,466
Accrued liabilities		(54,414	)		(4,253	)
Net cash used in operating activities		(645,831	)		(1,124,630	)
Accrued interest payable		18,509			-
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred revenue		(53,000	)		(7,318	)
Purchase of property and equipment		-			(9,207	)
Accrued interest payable - related party		12,500			12,500
Net cash used in investing activities		-			(9,207	)
Net cash used in operating activities		(33,724	)		(307,646	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		120,000			-
Proceeds from working capital loans		38,125			199,250
Payments on notes payable		(3,041	)		-
Repayments of working capital loans		(52,143	)		(15,980	)
Advances from related party		173,261			73,000
Principal repayments under operating lease obligations		-			(10,356	)
Proceeds from convertible notes payable		200,000			-
Advances from related party		-			95,000
Payments on convertible notes		(36,890	)
Proceeds from sale of common stock (S-1)		-			49,253
Payment of deferred offering costs		-			(22,831	)
Net cash (used in) provided by financing activities		(14,018	)		317,167
Proceeds from sale of common stock		175,000			471,967
NET CHANGE IN CASH AND CASH EQUIVALENTS		(47,742	)		9,521
Net cash provided by financing activities		628,330			522,136
CASH AND CASH EQUIVALENTS, beginning of period		49,149			22,808
Change in cash and cash equivalents		(17,501	)		(611,701	)
CASH AND CASH EQUIVALENTS, end of period	$	1,407		$	32,329
Cash and cash equivalents, beginning of period		22,818			637,841
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash and cash equivalents, end of period	$	5,317		$	26,140
Cash paid for:
Supplemental disclosures of cash flow information:
Interest	$	-		$	-
Cash paid for interest	$	58,750		$	10,548
Income taxes	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH FINANCING ACTIVITIES:
Non-cash investing and financing activities:
Common stock issued in exchange for services rendered	$	22,501		$	-
Right of use asset and liability	$	-		$	104,665
Common stock issued in partial convertible note conversion	$	50,000		$	-

See accompanying notes to the financial statements.

F-56

Table of Contents

SPECIFICITY, INC.

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Specificity, Inc. (hereinafter referred to as the “Company”) is awas ~~Nevada~~incorporated ~~Corporation~~in ~~incorporated~~the State of Nevada on November 25, 2020 (“Inception”). The Company’s principal headquarters is located at 8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL 34202.

The Company is a full- service digital marketing firm that delivers cutting-edge marketing solutions to ~~business~~identify and market in real-time to~~-business~~ ~~clients~~potential ascustomers ~~well~~who asare ~~business~~actively toin ~~consumer~~the buying ~~clients~~cycle. The Company ~~has~~’s ~~developed~~digital ~~tools~~marketing ~~that~~solutions ~~allow~~focus uson Business to ~~identify~~Business (“B2B”) and ~~market~~Business to ~~people~~Consumer (“B2C”) ~~who~~consumer ~~are~~markets ~~actively~~and ingive ~~the~~small ~~buying~~and ~~cycle~~medium sized businesses a fair chance to capture online traffic. WeThe ~~take~~Company’s underlying ~~advantage~~technology ofsolution ~~the~~utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities ~~digital~~to ~~marketing~~reach ~~offers~~target toaudiences ~~give~~more ~~small~~efficiently ~~and~~than ~~medium-sized~~broad ~~businesses~~based amarket messaging ~~fair~~platforms. ~~chance~~The atCompany ~~online~~also implements intuitive ad sequencing, audience ID technology, Artificial Intelligence (“AI”) integration, saturation modeling, conversion funneling, Customer Relationship Management (“CRM”) integration, traffic resolution, and comprehensive analytics reporting.

~~NOTE~~The 2Company’s digital marketing capabilities were acquired through organic development in-house ~~SUMMARY~~and OFthrough ~~SIGNIFICANT~~its ~~ACCOUNTING~~efforts as a tech incubator and early adopter of innovative marketing ~~POLICIES~~tools. The Company principally generates revenue from its primary digital marketing solution; 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.

NOTE 2 – GOING CONCERN

The Company is a development stage corporation. The Company has performed an annual assessment of its ability to continue as a going concern as required under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“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.

The Company’s unaudited financial statements have been prepared assuming that it will 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 $19,503 in assets, and an accumulated deficit and working capital deficit of $7,503,111 and $861,741, respectively, as of March 31, 2024, and incurred a net loss and cash used in operations of $36,480 and $33,724, respectively, for the three month period ended March 31, 2024. 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.

The Company’s ability to raise additional equity capital 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 2024 annual report and 2024 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s ~~financial~~unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). ~~The accompanying~~and ~~unaudited interim consolidated financial statements have been prepared by the Company~~ pursuant to the rules and regulations of the United States Securities and Exchange Commission (”SEC”). Certain information and disclosures normally included in annual financial statements prepared in accordance with ~~accounting~~US ~~principles~~GAAP ~~generally accepted in the United States of America~~ have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these ~~consolidated~~ unaudited interim financial statements have been included. Such adjustments consist of normal recurring adjustments. These unaudited interim ~~consolidated~~ financial statements should be read in conjunction with the audited ~~consolidated~~ financial statements of the Company for the year ended ~~December~~ December 31, ~~2022~~2023. The results of operations for the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, ~~2023~~2024 are not indicative of the results that may be ~~expected~~ expected for the full year.

Reportable Operating Segments

The Company operates its digital marketing business as a single segment business. We consider a combination of factors when evaluating the composition of potential reportable segments, including the results regularly provided to our Chief Executive Officer, who is our chief operating decision maker (“CODM”), economic characteristics of our digital marketing services offered, classes of clients (when applicable), geographic considerations (e.g. United States versus the rest of the world), and regulatory environment considerations (if applicable). There was no change in the Company’s determination that it operates a single segment business.

F-7

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SPECIFICITY, INC

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

Use of Estimates

The preparation of ~~the~~ financial statements in ~~conformity~~ 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~~ 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.

Prior Year Presentation

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

Revenue from Contracts with Customers

The Company’s performance obligation associated with digital marketing solutions 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, or as determined by the specific terms of the contract, if applicable. The Company charges its clients a fixed monthly retainer for its 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. If any customer pays for digital marketing services in advance, those payments are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are delivered. As of March 31, 2024, the Company had no deferred revenue recorded. At December 31, 2023, the Company had deferred revenue of $53,000.

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.

The Company offers three digital marketing solutions within its single segment business.

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, without the need for in-house expertise or infrastructure.

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.

Pickpocket - DIY Digital Marketing Platform for Small Business Owners. Pickpocket 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, Pickpocket 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.

Adhoc marketing services are available on a fee for service basis and include email marketing, automated marketing, content marketing, social media content creation, digital production marketing, branding standards, logo creation, website creature, brochure creation, print marketing, targeted print campaigns, Google and Bind display ads, Google and Bing pay per click campaigns, Google local service ads, Test (SMS) campaigns, search engine optimization, blog creation, voice marketing, radio commercial creation, influencer marketing collaboration and proximity marketing.

Concentration of Credit Risk

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

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SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

Fair Value Measurements

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. 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.

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SPECIFICITY, INC

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments.

Per Share Information

Basic net income (loss) per common share is ~~computed~~ computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. ~~As of~~See ~~September~~Note ~~30,~~10 ~~2023,~~for ~~the Company had 175,000~~additional warrants and approximately 147,000 in potential shares under a convertible note which were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock or the note wasn’t eligible to be convertedinformation. ~~As of September 30, 2022, the Company did not have any dilutive shares.~~

New Accounting Pronouncements

~~The~~On ~~FASB~~January ~~issues~~1, ~~ASUs~~2024, tothe ~~amend~~Company ~~the~~adopted ~~authoritative~~ASU 2023-07, ~~literature~~“Segment inReporting ~~ASC.~~(Topic ~~There~~280): ~~have~~Improvements ~~been~~to aReportable ~~number~~Segment ofDisclosures,” ~~ASUs~~which is intended to ~~date~~improve ~~that~~reportable ~~amend~~segment disclosure ~~the~~requirements, ~~original~~primarily ~~text~~through ofenhanced ~~ASC~~disclosures about significant segment expenses. The ~~Company~~purpose ~~believes~~of ~~those~~the ~~issued~~amendment is to ~~date~~enable ~~either~~investors ~~(i)~~to ~~provide~~better ~~supplemental~~understand an entity’s overall performance and assess potential future cash flows. The guidance, ~~(ii)~~is ~~are~~effective for ~~technical~~fiscal ~~corrections~~years beginning after December 15, ~~(iii)~~2023, ~~are~~and ~~not~~interim ~~applicable~~periods towithin ~~the~~fiscal ~~Company~~years orbeginning ~~(iv)~~after ~~are~~December ~~not~~15, 2024, with early ~~expected~~adoption permitted. The guidance is to ~~have~~be aapplied ~~significant~~retrospectively to all prior periods presented in the financial statements. There was no material impact onupon adoption of this ASU as the Company’s operates a single segment business.

~~NOTE~~In 3December –2023, ~~GOING~~the ~~CONCERN~~FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASC is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASC guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new ASU on its financial statements.

AsOn ~~reflected~~January in1, 2024, the ~~accompanying~~Company ~~financial~~adopted ~~statements,~~Accounting ~~during~~Standards ~~the~~Update ~~nine~~(ASU) ~~months~~2020-06—Debt—Debt ~~ended~~with ~~September~~Conversion 30and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The FASB issued ASU 2020-06 in August 2020 which, ~~2023~~among other things, simplifies the ~~Company~~accounting for ~~incurred~~convertible ainstruments ~~net~~and ~~loss~~contracts ofin ~~$874,855~~an entity’s own equity and ~~used~~amends ~~cash~~the ofdiluted ~~$645,831~~EPS incomputation ~~operating~~for ~~activities~~these instruments. ~~These~~This ~~factors~~ASU ~~raise~~is ~~substantial~~effective ~~doubt~~for ~~regarding~~fiscal ~~the~~years ~~Company’s~~beginning ~~ability~~after toDecember ~~continue~~15, as2023, afor ~~going~~smaller ~~concern~~reporting companies. WeEarlier ~~have~~adoption ~~evaluated~~is permitted but not earlier than December 15, 2020. The Company adopted ASU 2020-06 during the ~~conditions~~first quarter of 2024 on a modified retrospective basis. orThere ~~events~~was ~~that~~no ~~raise~~material ~~substantial~~impact ~~doubt~~upon ~~about~~adoption of this ASU as the Company’s ~~ability~~did asnot apreviously ~~going~~record ~~concern~~any ~~within~~beneficial ~~one~~conversion ~~year~~features in ofconnection ~~issuance~~with ofits ~~the~~convertible ~~financial statements~~note issued in 2023.

~~F-7~~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, except for those cited above.

NOTE 4 – RELATED PARTY TRANSACTIONS

Employment Agreements

On January 1, 2021, the Company entered into a 1-year employment agreement (“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 living expenses in lieu of a direct salary. During the three month period ended March 31, 2024 and 2023, the Company paid compensation totaling approximately $52,010 and $35,038, respectively.

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SPECIFICITY, INC.

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

~~While~~Related ~~the~~Party ~~Company~~Notes isPayable 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 as well as monies advanced from related parties. 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. 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.(Pickpocket)

~~NOTE~~On 4January 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 March 31, 2024 and December 31, 2023, the Company has accrued interest of $62,500 and $50,000, respectively, included within accrued interest – ~~FINANCIAL~~related ~~STATEMENT~~party ~~ELEMENTS~~on the accompanying balance sheets. During the three month period ended March 31, 2024, there were no changes in terms or conditions under the Picketpocket share purchase agreement. As of March 31, 2024 and December 31, 2023, related party notes payable was $1,000,000, respectively, and reported on the accompanying balance sheets.

InExecutive ~~2020,~~Officer ~~the~~Advances ~~Company purchased software for which is~~ to bethe ~~used~~Company ~~in operations with a $50,000 note payable. The software is not expected to be implemented until late-2023 and thus no amortization~~(Related ~~was~~Party ~~recorded at September 30, 2023.~~Advances)

~~NOTE~~The 5Company’s –CEO provided ~~ADVANCES~~unsecured ~~AND~~credit ~~NOTES~~advances ~~PAYABLE~~ to the Company to fund payroll and digital marketing platform operating costs in between financing rounds. These advances do not incur interest and are due on demand. As of March 31, 2024 and December 31, 2023, cumulative unpaid credit advances were $284,500 and $284,500, respectively.

OnNOTE January 13, 2021, the Company entered into a share purchase agreement with the Company’s Chief Executive Officer to acquire 80% of Pickpocket, 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 nine months ended September 30, 2023 and 2022, the Company either accrued or paid interest~~DEBT ~~of $37,500. As of September 30, 2023, the Company has accrued interest of $37,500 included within accrued interest, related party on the accompanying balance sheet.~~AGREEMENTS

~~The~~Working ~~Company’s~~Capital ~~chief executive officer and~~Funding ~~a member of management have advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of September 30, 2023, the balance due on the advances was $367,000.~~Loans

OnThe ~~March~~Company 2,finances short ~~2023,~~term ~~the Company~~working ~~entered~~capital requirements in between capital raises by entering into asecured ~~revenue~~borrowing ~~purchase~~agreements ~~agreement~~for ~~with~~which afuture ~~third~~receivables are ~~party~~pledged to repay these short-term obligations. ~~Under~~Funding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the ~~terms~~CEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the ~~agreement,~~financing has been repaid in full. Future sales of revenues are not within the ~~Company~~scope ~~received~~of ~~proceeds~~ ASC 860 (Transfers and Servicing of Financial ~~$120~~Assets),~~000~~ as such these arrangements are accounted for ~~which~~under ~~$169,200~~ASC ~~will~~470 be(Debt) ~~repaid~~as inshort 36term ~~weekly~~working ~~installments~~capital ofloans. $4Accordingly,~~700.~~ these ~~The~~working ~~amounts~~capital ~~loaned~~funding loans are ~~secured~~reported bycurrent ~~substantially~~liabilities ~~all of~~on the ~~Company’s~~balance ~~assets~~sheets. ~~and~~Upon ~~are~~receipt ~~guaranteed~~of byfinancing proceeds the Company’s recognizes ~~Chief~~a ~~Executive~~liability ~~Officer~~equal ~~and~~to athe ~~member~~loan ofproceeds ~~management.~~received Asand ofaccrued ~~September 30,~~interest ~~2023,~~payable equal to the ~~required~~spread ~~payments~~between ~~weren’t~~total ~~being~~agreed ~~made~~upon repayments and the ~~Company~~cash ~~was~~loan ~~in default~~proceeds. Working capital funding loans consisted of the following:

On April 25, 2023, the Company entered into a convertible promissory note with a principal amount of $220,000, of which $200,000 was received in proceeds. The $20,000 on-issuance discount was recorded as a discount to the note and is being amortized to interest expense over the term of the note. The convertible promissory note contains a one-time interest charge of 10% applied on the issuance date to the original principal amount. The principal and interest are due in fixed monthly payments of $26,889 from July 2023 through March 2024. The principal and accrued interest may be converted into shares of the Company’s common stock at a conversion price of $1.50 per share at any time while the note is outstanding. During the nine months ended September 30, 2023, the Company recorded $10,000 in debt discount amortization with $10,000 remaining which will be amortized over the term of the note. As of September 30, 2023, the Company was delinquent in payments and thus the note was considered in default.


	MARCH 31, 2024		DECEMBER 31, 2023
	(Unaudited)
NewCo Capital Group Future Revenue Purchase Agreement dated March 3, 2023 (1)	$	40,630	$	64,130
Parkside Funding Group LLC Revenue Purchase Agreement dated August 3, 2023 (2)		49,284		54,804
Funding Futures Revenue Purchase Agreement dated February 27, 2024 (3)		26,982		-
Total working capital funding loans	$	116,896	$	118,934

~~F-8~~(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. During the three month period ended March 31, 2024, the Company resumed making weekly payments.

(2)

On August 3, 2023, the Company entered into a future revenue purchase agreement and received proceeds of $57,000 (net of $3,000 in underwriting fees) for which $84,000 will be repaid in weekly installments of $3,231 with a minimum payment of 22% 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 32.1% (including underwriting fees, origination fees and financing spread). In the event of default, the Company may be required to pay a fixed default penalty of $2,500 and additional fees of 33% of the unpaid balance to cover legal fees required 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. On August 23, 2023, the Company entered into a Settlement Agreement and General Release with the lender to settle unpaid advances. During the three month period ended March 31, 2024, the Company resumed making weekly payments.

(3)

On March 7, 2024, the Company entered into a future revenue purchase agreement and received proceeds of $18,000 (net of $2,000 in underwriting fees) for which $29,980 will be repaid in daily installments of $428, with a minimum payment of 9% 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. The percentage purchased factor representing interest expense under this arrangement was approximately 40.1% (including underwriting fees, origination fees and financing spread). In the event of default, the Company may be required to pay a fixed default penalty of $2,500 or up to 25% of the unpaid balance to cover legal fees required to pursue collection in the event of default.

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Table of Contents

SPECIFICITY, INC.

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

~~NOTE~~Convertible 6Note ~~- COMMITMENTS AND CONTIGENCIES~~Agreement

~~Lease~~On April 25, 2023, the Company entered into Securities Purchase Agreement (“SPA Agreement”) with a third party to obtain bridge financing. Pursuant to the SPA Agreement, the Company entered into an unsecured 9-month (“Note Term”) convertible promissory note (“Convertible Note”) with a principal amount of $220,000, additional consideration of 50,000 restricted shares of common stock and a detachable warrant to purchase up to 200,000 shares of common stock at an exercise price of $5.00 per warrant. The Company previously recognized at issuance an original issue discount (“OID”) of $82,500, which included $20,000 discount against the original Convertible Note and $62,500 additional OID related to the fair value of restricted stock awarded as an additional inducement to the noteholder. Additionally, the Company recorded total accrued interest of $75,778, which included an additional interest charge of $22,000 at the time of issuance and default penalty interest of $53,778 as a result of not paying in accordance with the terms and conditions of the Convertible Note.

~~The~~Convertible ~~Company~~Note ~~leases offices used for operations~~was ~~under~~classified aas ~~non-cancelable~~current ~~agreement. Rent expense for the nine months ended September 30, 2023~~ and ~~2022~~ was ~~$66,571~~comprised ~~and~~as $95,536, respectively. On January 1, 2022, the Company recorded a right of use asset and liability of $104,665. The Company used an effective borrowing rate of 3% which is the annual increase per the lease agreement.follows:

Litigation

Schedule of convertible note agreement
	MARCH 31, 2024		DECEMBER 31, 2023
	(Unaudited)
Convertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024 and currently in default (1)	$	133,894	$	193,110
Deduct: Unamortized Original Issue Discount (2)(3)(4)		-		(27,500	)
Convertible Note principal balance payable		133,894		165,610
Add: Convertible Note interest payable (5)		75,778		75,778
Total Convertible Note payable	$	209,672	$	241,388

Total Convertible Note payable at maturity	$	218,888	$	268,888

(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 iscommon stock at a conversion price of $1.50 per share at any time while the Convertible Note remains outstanding. On January 29, 2024, the Company decreased the conversion price from $1.50 to $0.50. The Company and the note holder agreed to decrease the conversion ratio to compensate for the debt default position. The conversion ratio modification did not ~~party~~substantively change the cash flows associated with the original Convertible Note; however, the modification resulted in a substantive change in the conversion feature. This modification of the conversion feature was accounted for as a debt extinguishment and a loss on extinguishment of $11,408 was recognized during the three month period ended March 31, 2024. There were no other modifications made to ~~any~~the ~~pending~~Convertible orNote. ~~threatened litigation~~On February 3, 2024, the note holder converted $50,000 in outstanding principal into 100,000 shares of common stock.

~~Significant~~(2) ~~Contracts~~The Convertible Note included a $20,000 original issue discount which is being amortized over the life of the Convertible Note. As of December 31, 2023, the unamortized original issue discount was $6,667. The conversion feature modification made during the three month period ended March 31, 2024, resulted in a debt extinguishment which resulted in the write-off of the remaining original issue discount associated with the original Convertible Note.

On(3) ~~January~~The 1,Convertible ~~2021,~~Note ~~the~~included ~~Company entered into~~ an ~~employment~~ ~~contract~~additional ~~with~~original ~~its~~issue ~~Chief~~discount ~~Executive~~of ~~Officer~~$62,500, ~~for~~ which reflects the ~~initial~~fair ~~term~~value of ~~the~~50,000 ~~agreement~~shares isof ~~for~~restricted ~~one~~stock ~~year~~that ~~and~~was ~~renews~~awarded ~~automatically annually.~~as Ifan ~~the~~additional ~~Chief~~inducement ~~Executive~~to ~~Officer is terminated without cause, then~~ the ~~remaining current contract year shall be paid~~noteholder. ~~During~~As ~~the nine~~of ~~months~~December ~~ended September 30~~31, 2023, ~~and 2022~~ the ~~Company~~unamortized ~~accrued~~original orissue ~~paid~~discount ~~either~~was ~~the~~$20,833. ~~Chief~~The ~~Executive~~conversion ~~Officer~~feature ~~and/or~~modification ~~entities~~made ~~affiliated with~~during the ~~Chief~~three ~~Executive~~month ~~Officer~~period ~~$76,273,~~ended ~~and~~March ~~$161~~31,~~217~~ 2024, ~~respectively~~resulted ~~which~~in ~~has~~a ~~been~~debt ~~classified~~extinguishment aswhich ~~officer~~resulted ~~compensation~~in on the ~~accompanying statements~~write-off of ~~operations.~~the Asremaining ofadditional ~~September~~original ~~30,~~issue ~~2023,~~discount ~~amounts~~recorded ~~due~~in relation to ~~the~~shares ~~Chief~~issued ~~Executive~~in ~~Officer~~connection ~~were~~with ~~$40,000 and included within accrued liabilities on~~ the ~~accompanying~~original ~~balance~~Convertible ~~sheet~~Note issuance.

~~See~~(4) ~~Notes~~The Convertible Note included 200,000 warrants to purchase common stock at a strike price of $5.00 ~~and~~per 7warrant (after giving effect to any adjustments for ~~additional~~stock ~~transactions~~ 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-Scholes option pricing model with a stock price of $1.25, exercise price of $5.00, risk free rate of 3.7%, volatility of 25% (logarithmic average due to limited exchange pricing data) and a dividend rate of 0% and a warrant term of 10 years (as the ~~related~~Company’s ~~party~~warrants have no expiration date). As of March 31, 2024, there were no changes in the terms and conditions of warrants to purchase common stock issued in connection with the Convertible Note.

~~NOTE~~(5) 7The –Convertible ~~STOCKHOLDERS’~~Note ~~EQUITY~~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. Pursuant to Section 2(~~DEFICIT~~a)(i) of the Convertible Note Agreement, failure to pay the noteholder amounts when due constitutes an event of default and recognition of a penalty equal to 125% of the unpaid principal and interest due to the note holder. As of March 31, 2024 and December 31, 2023, unpaid accrued interest payable included $22,000 of interest since issuance of the Convertible Note and penalty interest of $53,778. The note holder has not made any demand for payment.

NOTE 6 – OPERATING LEASE RIGHT OF USE ASSET AND LIABILITY

On May 1, 2021, the Company entered into a 4 year office non-cancellable operating lease agreement commencing on June 16, 2021 and recorded an operating lease right of use asset and liability of $104,665. On January 31, 2024, the Company abandoned its office space as part of its decision to transition to a remote working environment and entered into early lease termination negotiations with the landlord. On March 29, 2024, the Company finalized an early termination of its operating lease agreement with its landlord. Under the terms of the lease termination agreement, the Company agreed to pay a lease termination fee of $33,895, which is included on the balance sheet within “accrued expenses”. The Company and landlord agree to settle the lease termination fee in exchange for digital marketing services to be provided by the Company during the first quarter of 2025, after the landlord completes planned renovations to the building. The Company recognized a net loss of $29,242 under the caption “Loss on termination of operating lease” within the statement of operations for the three month period ended March 31, 2024.

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SPECIFICITY, INC

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

The net amount of assets related to operating lease right of use asset was as follows:


	MARCH 31, 2024		DECEMBER 31, 2023
	(Unaudited)
Operating lease:
Right of use asset	$	-	$	104,918
Less: accumulated amortization		-		(83,934	)

Right of use asset, net	$	-	$	20,984

The net amount of liabilities related to operating lease right of use asset was as follows:


	MARCH 31, 2024		DECEMBER 31, 2023
	(Unaudited)
Operating lease:
Operating lease liability	$	-	$	22,085
Less: Current portion		-		(22,085	)

Lease liability, net of current portion	$	-	$	-

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


	THREE MONTHS END
	MARCH 31,
	2024		2023
	(Unaudited)

Operating lease cost:
Amortization of right of use assets	$	3,497	$	10,491
Interest on operating lease liability		55		459

Total operating lease costs	$	3,552	$	10,950

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


	THREE MONTHS END
	MARCH 31,
	2024		2023
	(Unaudited)

Operating cash flows from operating leases	$	3,713	$	10,815

NOTE 7 – INCOME TAXES

The Company’s effective tax rate is 0% for the three month period ended March 31, 2024 and 2023, as the Company did not have any taxable income due to its continued net operating losses. The Company’s deferred tax assets increased primarily due to its net operating losses, for which a full valuation allowance has been applied. There were no significant changes in the types of temporary differences which resulted in deferred taxes. The Company is not currently under examination by any federal, state or local tax authority in connection with their prior tax filings.

NOTE 8 – CAPITAL STRUCTURE

During the three month period ended March 31, 2024, 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 and changes during the quarter reporting periods:

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SPECIFICITY, INC

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

Series A Preferred Stock

The Company is authorized to issue 1~~,000,000~~ million shares of $0.001 par value Series A preferred stock (“Series A”). The holder of ~~the~~ Series A preferred stock is ~~entitled~~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. ~~See~~On ~~below~~December ~~for~~1, ~~discussion~~2020, ~~regarding~~the ~~issuance~~Company issued 1 million shares of Series A preferred stock to the CEO of the Company for no consideration. There were no changes in Series A shares during the three month period ended March 31, 2024 and 2023.

Series B Preferred Stock

The Company iswas authorized to issue 260,000 shares of $0.001 par value Series B preferred stock (“Series AB”). ~~During~~In September 2022, the Company increased the Series B preferred ~~stock~~ stock authorized shares to 560,000. The holder of ~~the~~ 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 ineach ~~the~~share ~~pro~~of ~~rata~~Series ~~portion~~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.

There were no changes in Series B shares during the three month period ended March 31, 2024 and 2023.

Common Stock

~~The~~As ~~Company~~of isMarch ~~authorized~~31, to2024, ~~issue~~the Company had 50~~,000,000~~ million authorized shares of common stock with a par value of $0.001, ~~par~~of ~~value~~which ~~common~~11,339,009 ~~stock.~~were ~~The~~issued ~~holders~~and ofoutstanding. ~~common~~Common ~~stock~~stockholders are entitled to one vote per share on all matters submitted to a vote of stockholders.

~~F-9~~As of March 31, 2024 and December 31, 2023, 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.

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. During the three month period ended March 31, 2024, there were no proceeds received in connection with the Strata Agreement.

NOTE 9 – SHARE-BASED COMPENSATION AND WARRANTS

Share-Based Compensation

During the three month periods ended March 31, 2024 and 2023, the Company did not issue any share based compensation to employees. 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 three month periods ended March 31, 2024 or 2023. During the three month period ended March 31, 2024, the Company issued 22,571 shares of common stock in partial satisfaction of amounts owed to its capital raise consultants. During the three month period, the Company did not issue any shares of common stock to its capital raise consultants.

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). During the three month period ended March 31, 2024 or 2023, there were no exercises of warrants to purchase common stock.

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SPECIFICITY, INC.

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

~~During~~On April 25, 2023, the ~~nine~~Company ~~months~~issued ~~ended~~200,000 detachable ~~September~~freestanding 30warrants at an exercise price of $5.00 per warrant, ~~2022~~as additional consideration in connection with its Convertible Note (see Note 5). While the Company ~~sold~~contemporaneously ~~812~~issued warrants in connection with a Convertible Note issuance,~~482~~ ~~shares~~these warrants are subject to separate agreements with different terms and conditions that are not closely related. The settlement and/or termination of ~~common~~the ~~stock~~Convertible Note does not cause the warrant agreement to ~~various~~terminate ~~investors~~or atcause $1the terms and conditions to change due to changes in the Note instrument.50 ~~per~~The ~~share~~warrants ~~resulting~~issued in ~~gross~~connection ~~proceeds~~with the sale of ~~$1,263,713.~~common ~~Offering costs~~stock ~~related~~may tobe exercised at the ~~sale~~option of ~~these~~the purchaser and may only be settled in shares ~~amounted~~of tocommon ~~$28,685~~stock Asupon payment of ~~September~~the ~~30,~~exercise ~~2022~~price stated in the stock purchase agreement. These freestanding warrants are classified as an equity instrument and have no expiration date. During the three month period ended March 31, 2024 or 2023, there were no ~~subscriptions~~exercises ~~receivable~~of ~~related~~ warrants to ~~these~~purchase ~~sales~~common stock.

~~During~~The ~~the~~table ~~nine~~below ~~months~~summarizes ~~ended September 30, 2022,~~ the ~~Company~~status ~~issued 400,000 shares~~ of ~~common stock to two employees for services rendered. The Company recorded $600,000 as~~warrants ~~stock-based~~outstanding ~~compensation, within general~~ and ~~administrative~~exercisable ~~expense~~as ~~in connection with the issuance. The Company valued the shares based upon the recent sales of common stock.~~follows:

During the nine months ended September 30, 2023, the Company sold 130,000 shares of common stock at prices ranging from $1.00 to $2.50 per share resulting in proceeds of $175,000. In connection with the sale, the Company issued warrants to purchase 175,000 shares of common stock at exercise prices ranging from $3.00 - $5.00. The warrants vested upon issuance and expire in two 2 years.

Schedule of warrants outstanding
	Warrants		Weighted Average Exercise Price

Warrants outstanding, January 1,		400,000	$	4.00
Issued		-		-
Exercised		-		-
Expired		-		-
Warrants outstanding, March 31,		400,000	$	4.00

Warrants exercisable, March 31,		400,000	$	4.00

NOTE 810 – ~~SUBSEQUENT~~WEIGHTED ~~EVENTS~~AVERAGE COMMON SHARES

~~Management~~The ~~has~~Company ~~evaluated~~reported ~~subsequent~~a ~~events~~net ~~pursuant to~~loss during the ~~requirements~~three month ofperiods ~~ASC~~ended ~~Topic~~March ~~855~~31, 2024 and ~~has~~2023, ~~determined~~as ~~that~~such, nothe ~~material~~inclusion ~~subsequent~~of ~~events~~potentially ~~exist~~dilutive ~~other~~securities ~~than~~in ~~those~~the ~~disclosed~~computation of Diluted EPS would be anti-dilutive. Potentially dilutive securities excluded from the computation of diluted EPS was as follows:

F-10


	THREE MONTHS ENDED MARCH 31,
	2024		2023

Convertible Note (see Note 5)		145,925		-
Series A Preferred (see Note8)		5,000,000		5,000,000
Series B preferred stock (see Note 8)		1,133,901		1,037,732
Detachable common stock warrants (see Note 8)		400,000		400,000
Total anti-dilutive securities excluded from diluted weighted average common shares		6,679,826		6,437,732

The above potentially diluted securities were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, it is possible that the Company may be the subject of lawsuits and claims from time to time. The Company’s management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that a probable and material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in the financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company is not currently party to any pending or threatened litigation in connection with its principal business activities.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to the three month period ended March 31, 2024, to the date these financial statements were issued, and determined that the following were material subsequent events to disclose in these financial statements.

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SPECIFICITY, INC

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

(UNAUDITED)

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. The Company recognized this purchase as a software intangible.

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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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form S10-1K ~~filed~~for the year ended December 31, 2023 filed with the ~~Commission~~SEC on ~~September~~February 1328, ~~2022~~2025, and accepted on March 3, 2025.

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,” or “the Company,” refers to the business of Specificity, Inc.

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

Business Overview

~~The~~At ~~discussion and analysis of~~ our ~~financial~~core ~~condition and~~we ~~results of operations~~ are ~~based~~a onfull ~~our~~service ~~financial~~digital ~~statements,~~marketing firm ~~which~~that wedelivers ~~have~~cutting-edge ~~prepared~~marketing insolutions ~~accordance~~to ~~with~~identify ~~accounting~~and ~~principles~~market ~~generally accepted~~ in ~~the~~real-time ~~United~~to ~~States~~potential ofcustomers ~~America.~~who ~~This~~are ~~discussion~~actively ~~should be read~~ in ~~conjunction with~~ the ~~other sections of this Form 10-Q, including~~ ~~“Risk~~buying ~~Factors”~~cycle. asOur ~~described~~digital inmarketing ~~our~~solutions ~~Form~~focus ~~S-1 as filed with the Commission~~ on ~~September~~B2B ~~13, 2022,~~ and ~~the~~B2C ~~Financial~~consumer ~~Statements. The~~markets ~~various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations~~ and ~~could~~give besmall ~~affected by the uncertainties~~ and ~~risk~~medium ~~factors~~sized ~~described~~businesses ~~throughout~~a ~~our Annual Report on Form 10-K for the year ended December~~fair ~~31,~~chance ~~2022,~~to ascapture ~~filed~~online ~~with~~traffic. ~~the~~Our ~~Commission~~underlying ontechnology ~~March~~solution ~~30,~~utilizes ~~2023,~~BiToS and ~~our~~MAIDs ~~Form~~to ~~S-1~~build ~~as filed with the Commission on September 13~~audiences, ~~2022.~~effectively ~~See “Forward-Looking~~eliminating ~~Statements.”~~bot ~~Our~~traffic ~~actual results may differ materially. The preparation of these financial statements requires us to make estimates~~ and ~~assumptions~~ad ~~that~~waste ~~affect the reported amounts of assets~~ and ~~liabilities~~produces ~~and~~real-time ~~the~~messaging ~~disclosure~~opportunities ofto ~~contingent~~reach ~~assets~~target ~~and~~audiences ~~liabilities~~more ~~at the~~efficiently ~~date~~than ofbroad ~~the~~based ~~financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis,~~market wemessaging ~~evaluate estimates and judgments, including those described in greater detail below~~platforms. We ~~base~~also ~~our~~implement ~~estimates~~intuitive onad ~~historical~~sequencing, ~~experience and~~audience onID ~~various~~technology, ~~other~~AI ~~factors~~integration, ~~that~~saturation ~~we believe are reasonable under the circumstances~~modeling, ~~the results of which form the basis for making judgments~~conversion ~~about~~funneling, ~~the~~CRM ~~carrying~~integration, ~~value~~traffic ofresolution, ~~assets~~ and ~~liabilities~~comprehensive ~~that~~analytics ~~are not readily apparent from other sources~~reporting. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

AsOur ~~used~~digital inmarketing ~~this~~capabilities ~~“Management’s~~were ~~Discussion~~acquired ~~and~~through ~~Analysis~~organic ofdevelopment ~~Financial~~in-house ~~Condition~~ and ~~Results~~through ofour ~~Operation,”~~efforts ~~except~~as ~~where~~a ~~the~~tech ~~context~~incubator ~~otherwise~~and ~~requires,~~early ~~the~~adopter ~~term~~of ~~“we~~innovative marketing tools. Currently,” ~~“us,” “~~our,” oroperations ~~“the~~are ~~Company,”~~focused ~~refers~~on to3 ~~the~~service ~~business~~offerings ofwithin ~~Specificity,~~our ~~Inc~~single segment business.

· Put-1Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for 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.

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, without the need for in-house expertise or infrastructure.

PickPocket - DIY Digital Marketing Platform for Small Business Owners. Pick Pocket is a 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.

We primarily generate revenue through recurring fixed monthly digital services agreements for the vast majority of our clients. We bill for our services at the beginning of each month and our services are completed at the end of the month. We also generate revenue through marketing campaigns for product or service launches and other non-recurring events.

Table of Contents

~~Organizational~~Results ~~Overview~~of Operations – Three Months Ended March 31, 2024, as compared to March 31, 2023

Specificity, Inc. (“Specificity” or the “Company”) was incorporated in the State of Nevada on November 25, 2020.

The Problem We Endeavor to Solve

Big Tech and the Social Media giants have all evolved away from client advocacy and moved into a new paradigm of fear and hyper political correctness. They no longer endeavor to do what is right for their marketing clients. Instead, they have made marketing to targeted audiences exponentially more difficult and dramatically more expensive.

After the fallout from the social media giants getting caught misusing user supplied data (for example Cambridge Analytica) they pulled most of the targeting mechanisms out of their platforms to avoid additional congressional oversight and regulation. They have since gone a step further by claiming the rationale for these changes is to stop discrimination.

We believe the real motivation for this policy change is not anti-discrimination, rather it is revenue driven. They are forcing ad delivery to consumers unlikely to buy. They are also forcing increased quantities of ads to be placed in order to hit an impactful number of targeted buyers. As a result, businesses are deploying the same budget with diminished results or are forced to increase their spend to keep the net results the same. Their claim is that using peoples’ interests and behavior to identify suitable audiences to market to is suddenly discriminatory. These companies have used these practices for well over a decade. Targeting buyers with incomes that suggest they can afford a six-figure sports car isn’t discrimination; it’s the responsible deployment of advertising spend. Conversely, delivery of ads for low-income housing opportunities to wealthy people makes just as little sense as well.

At best its political correctness run amuck at worst it’s a ploy to drive ad spend up by forcing people to spend more to get the same. And not only will we take no part in this, we are building Specificity specifically to help businesses get the very most for their ad spend. Our marketing tools will target those most likely to buy the product being solicited. We would never allow nor condone discrimination of any kind. But delivering advertising to people actively looking for products and services is NOT discrimination; it’s intelligent marketing.

Company Overview

Specificity, Inc. is a technology company with 2 core missions:

1) 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.

2) Secondarily, 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.

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We are currently a development stage company with minimal revenues, though we had a significant increase in revenues for the year ended December 31, 2022. Accordingly, management has concluded that there is substantial doubt in our ability to continue as a going concern (please refer to the footnotes to the financial statements). As of September 30, 2023, the Company is still unable to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission (“SEC”). The Company has included such costs to become a publicly reporting company in its targeted expenses for working capital expenses and intends to seek out reasonable loans from friends, family, and business acquaintances if it becomes necessary. At this point we have been funded by our founders and initial shareholders and have not received any firm commitments or indications from any family, friends, or business acquaintances regarding any potential investment in the Company except those shareholders listed herein.

Results of Operations – Three Months Ended September 30, 2023, vs 2022

Revenues

For the three ~~months~~month period ended ~~September~~March 3031, ~~2023,~~2024 ~~and~~our ~~September~~revenues ~~30,~~increased ~~2022~~to $398,861 weas ~~generated~~compared to $~~320~~206,~~271~~361 ~~and~~during ~~$378,660~~the insame ~~revenues,~~period ~~respectively~~last year. The ~~decrease~~increase in revenues was due to athe ~~significant~~addition ~~number~~ of ~~nonperforming~~new ~~salespeople~~digital ~~which~~marketing ~~were subsequently released from employment as the Company shifted to engage larger~~ clients~~. Additionally,~~ ~~several client launches which were anticipated to be completed during the third quarter of 2023 were delayed from completion by the quarter ended September 30, 2023,~~ and ~~are~~larger ~~anticipated~~digital tomarketing becampaigns ~~consummated~~for ~~during~~existing ~~the fourth quarter of 2023. Our ongoing revenues~~ and ~~additional~~ new business signed during September 2023 illuminates a revised run rate, defined as the monthly volume of sales annualized at the rate, of approximately $1,500,000 moving forward given the dynamic of our billing practice and client relationshipsclients.

Cost of Revenues

For the three month period ended March 31, 2024 cost of revenues decreased to $114,659 as compared to $125,828 in the same period last year. The decrease in cost of revenues was due to lower digital marketing platform costs to manage our client base.

Operating Expenses

~~For~~Operating ~~the~~expenses ~~three~~include ~~months~~sales ~~ended~~and ~~September~~marketing, capital 30raise promotion costs, ~~2023~~general and administrative, share-based compensation and depreciation and amortization. The primary drivers of operating expenses are sales and ~~September~~marketing ~~30,~~and ~~2022~~general and administrative expenses (of which professional fees represent more than 50% of the total costs). For the three month period ended March 31, we2024 ~~incurred~~operating expenses decreased from to $~~223~~248,~~680~~621 ~~and~~as compared to $~~628~~302,~~436~~324 in ~~operating~~the ~~expenses,~~same ~~respectively.~~period ~~The~~last ~~decrease~~year primarily driven by a reduction in ~~Operating~~the ~~Expenses~~sale ~~was~~team after the initial growth initiative, partially ~~due~~offset ~~primarily~~by higher legal, accounting and advisory fees to aguide ~~decrease~~our incapital ~~general~~market raise and ~~administrative~~public company reporting compliance costs. We anticipate higher operating expenses as we continue sales growth initiatives and capital market equity raise activity.

~~Nine~~Other ~~Months Ended September 30, 2023, vs 2022~~Expenses

~~Revenues~~For the three month period ended March 31, 2024 other expenses increased to $72,061 as compared to $18,559 in the same period last year, primarily due to recognition of extinguishment of debt related to our convertible note conversion rate modification, early termination of our operating lease and working capital funded debt interest costs.

~~For~~Provision ~~the~~for ~~nine~~Income months ended September 30, 2023, and the nine months ended September 30, 2022, we generated $805,317 and $649,510 in revenues, respectively. The decrease in revenues was due to a significant number of nonperforming salespeople which were subsequently released from employment as the Company shifted to engage larger clients. Additionally, several client launches which were anticipated to be completed during the third quarter of 2023 were delayed from completion by the quarter ended September 30, 2023, and are anticipated to be consummated during the fourth quarter of 2023.Taxes

~~Operating~~For ~~Expenses~~the three month period ended March 31, 2024 there was no provision for income taxes as we had continuing net operating losses. We placed a full valuation allowance on net deferred tax assets.

~~For~~Net the nine months ended September 30, 2023, and the nine months ended September 30, 2022, we incurred $1,310,097 and $2,071,975 in operating expenses, respectively. The decrease in Operating Expenses was due primarily to a decrease in general and administrative expenses and a decrease in officer compensation due to the continued expansion of our operations.Loss

For the three month period ended March 31, 2024 our net loss decreased to $36,480 as compared to $240,350 in the same period last year. The decrease in quarterly net loss was primarily due to higher net revenues and lower operating expenses as compared to 2023.

Liquidity, Capital Resources, and Off-Balance Sheet Arrangements

~~Liquidity~~We ismay ~~the~~need ~~ability~~to ofraise anadditional ~~enterprise~~capital to ~~generate~~fund ~~adequate~~our ~~amounts~~operations ofand ~~cash~~there tocan ~~meet~~be ~~its~~no ~~needs~~assurance ~~for~~that ~~cash~~additional ~~requirements.~~capital Wewill ~~had~~be available ~~cash~~ on ~~hand~~acceptable ofterms ~~$5,317~~or asat ofall. ~~September~~In ~~30,~~the ~~2023,~~short asterm, ~~compared~~we must raise additional capital through debt or equity financing to ~~$26,140~~support asour ofbusiness ~~September~~operations ~~30,~~and ~~2022~~to grow our business. ~~The~~Over ~~decrease~~the long interm, ~~capital~~we ~~was~~must ~~directly~~successfully ~~related~~execute our growth plans to aincrease ~~decrease~~profitable inrevenue ~~proceeds~~and ~~from~~income ~~the~~streams ~~sale~~to ofgenerate positive cash flows ~~common~~to ~~stock~~sustain adequate liquidity to meet minimum operating requirements.

~~Cash~~Net ~~flows~~Working ~~for the nine months ended September 30, 2023.~~Capital

~~Net~~At ~~cash~~March ~~flow~~31, ~~derived~~2024, ~~from~~we ~~operating~~had ~~activities~~a net working capital ~~was~~deficit of approximately $~~(645~~861,~~831)~~741 ~~for~~compared ~~the~~to ~~nine~~a ~~months~~net ~~ended~~working ~~September~~capital 30deficit of $920,369 at December 31, 2023. ~~This~~Our isimmediate ~~due~~sources ~~primarily~~of liquidity toinclude acash ~~net~~and ~~loss~~cash ofequivalents ~~$(874,855),~~and ~~account~~accounts receivable; ~~of $(67~~however,~~451),~~ ~~and~~these ~~prepaids~~cashflows ~~and~~from ~~other~~operations ~~current~~at ~~assets~~this stage of ~~$(7,422),~~our ~~offset~~development will ~~primarily~~not bysustain ~~$233,505~~our ~~from~~operations. ~~stock-based~~As ~~compensation.~~shown ~~Net~~in ~~cash~~our ~~flow derived~~audited ~~from~~financial ~~operating~~statements, ~~activities~~we ~~was~~have, ~~$(1~~since inception,~~124,630)~~ ~~for~~financed operations and limited capital expenditures through the ~~nine~~sale ~~months~~of ~~ended~~stock ~~September~~and ~~30,~~convertible ~~2022,~~notes ~~due~~and ~~primarily~~working tocapital afunded ~~net~~debt. ~~loss~~We ofrelied ~~$(1,706,729), accounts~~on ~~payable~~proceeds offrom ~~$(21,246)~~customer payments and ~~accrued~~financing ~~liabilities~~activities from the sale of ~~$(10,333)~~common stock to fund our business operations and growth plans.

~~-3-~~We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.

Cash Flows from Operating Activities

Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. For the three month period ended March 31, 2024, net cash used in operations was $33,724 driven primarily by current year operating loss. For the three month period ended March 31, 2023, net cash used in operations was approximately $307,646 driven by an operating loss.

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~~Net~~Cash ~~cash~~Flows ~~flow~~from ~~used~~Investing in investing activities was $0 for the nine months ended September 30, 2023, and $(9,207) for the nine months ended September 30, 2022, due primarily to the purchase of property or equipment totaling $(9,207) during the nine months ended September 30, 2022.Activities

~~Net~~For ~~cash provided by financing activities was $628,330 for~~ the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, ~~2023, and consisted of $175,000 from the proceeds from the sale of common stock, $173,261from~~2024 ~~advances~~or ~~from related parties and $120~~2023,~~000~~ ~~from~~there ~~notes~~were ~~payable,~~no ~~and~~inflows ~~$200,000~~or ~~from~~outflows ~~proceeds from convertible notes payable. Net cash provided by financing activities was $522,136~~ for ~~the~~investing ~~nine months ended September 30, 2022, and consisted primarily of $471,967 from the proceeds from the sale of common stock~~activities. ~~The Company continues to raise capital to fund operations.~~

Cash ~~Requirements~~Flows from Financing Activities

Cash provided by financing activities provides an indication of our debt financing and proceeds from capital raise transactions. For the three month period ended March 31, 2024, net cash used in financing activities was $14,018, primarily due to repayments of working capital funding advances from specialty lenders. For the three month period ended March 31, 2023, cash provided by financing activities was $317,167, primarily due to the proceeds from working capital funding advances from specialty lenders, sale of common stock and proceeds from working capital advances from our CEO, partially offset by repayments under finance lease obligations and partial repayment of working capital funding advances.

Long Term Plans

Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations.

Since inception we have funded our operations primarily through debt and equity financing and we expect that we will continue to fund our operations through equity and debt financing, ~~either~~ either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital ~~through~~ through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.

If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition, and operating results, or cease our operations entirely, in which case, you will lose all of your investment.

Off-Balance Sheet Arrangements

~~Not~~We ~~applicable~~have no off-balance sheet financing arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting.

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the ~~following~~ material ~~weaknesses~~ weaknesses which have caused management to conclude that as of ~~September~~March 3031, ~~2023~~2024, our internal controls over financial reporting were not effective as ata ~~the~~result ~~reasonable~~of ~~assurance~~continuing ~~level~~weaknesses principally due to the following:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three months ended September 30, 2023. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.3

2. We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.

4. We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

5. We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective. The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s financial statement.

We have taken steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions. We intend to continue to address these weaknesses as resources permit.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties.

We had inadequate document retention policies and procedures to ensure that all financial transactions were maintained and easily accessible.

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.

At such time as we raise additional working capital, we plan to add staff, initiate training, add additional subject matter expertise so that we may improve our processes, policies, procedures, and documentation of our internal control processes.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item. However, please refer to our 2023 Form 10-K as filed with the ~~Commission~~SEC on ~~March~~February 3028, ~~2023,~~2025 and ~~our~~accepted ~~Form S-1 as filed with the Commission~~ on ~~September~~March 133, ~~2022~~2025, to see those Risk Factors listed therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except for initial founders shares all unregistered ~~shares~~ 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~~registration statement deemed effective on September 23, 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

101.INS*		XBRL INSTANCE DOCUMENT

101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*	Filed herewith.

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SIGNATURES

Pursuant to the 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.

	Specificity, Inc.
Date:11/20/2023	By:	/s/ Jason Wood
Date: April 16, 2025	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer)

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