SPTY Specificity Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO.1
TO

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

SPECIFICITY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

7311

(Primary Standard Industrial Classification Code Number)

85-4017786

(I.R.S. Employer Identification Number)

410 S. Ware Blvd., Suite 508 Tampa, FL 33619 (813) 364-4744

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

West Coast Stock Transfer 721 N Vulcan Ave, #205 Encinitas, CA 9024 619-664-4780

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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

 

Large accelerated filer           ☐		Accelerated filer	☐
Non-accelerated filer             ☒		Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☒

 

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

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

 

COPIES OF COMMUNICATIONS TO:

 

William R. Eilers, Esq.

Smith Eilers, PLLC.

149 S. Lexington Ave.

Asheville, NC 28801

 

Subject to completion, dated [MONTH] ___, [YEAR]

 

 

EXPLANATORY NOTE

 

 

PRELIMINARY PROSPECTUS

SPECIFICITY, INC.

410 S. Ware Blvd., Suite 508

Tampa, FL 33619

(813) 364-4744

 

2,000,000 UNITS

Consisting of 2,000,000 shares common stock and

And

2,000,000 Warrants to purchase common stock at an exercise price of $3.00 per share

 

Specificity, Inc. (the “Company”) is offering for sale a total of 2,000,000 Units at a fixed price of $1.50 per Unit for the duration of this Offering (the “Offering”). Each Unit shall consist of exactly 1 share of common stock of the Company’s common stock and exactly 1 warrant to purchase common stock at an exercise price of $3.00 per share. There shall be no cashless exercise of the Warrants. The Offering is being conducted on a self-underwritten, best-efforts basis, which means our President and Chief Executive Officer, Jason Wood will attempt to sell the shares directly to friends, family members, and business acquaintances. Jason Wood will not receive commission or any other remuneration for sales of the newly offered shares being registered herein. In offering the securities on our behalf, Jason Wood will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

 

The Units will be offered for sale at a fixed price of $1.50 per share for a period of one hundred eighty (180) days from the effective date of this prospectus, unless extended by our Board of Directors for an additional ninety (90) days. If all of the shares offered by us are purchased, the gross proceeds to us will be $3,000,000, with an additional $6,000,000 of gross proceeds derived from the exercise of the Warrants in full. Accordingly, all funds raised hereunder will become immediately available to the Company and will be used in accordance with the Company’s intended “Use of Proceeds” as set forth herein, investors are advised that they will not be entitled to a refund and could lose their entire investment.

 

		Offering Price to the Public Per Share				Commissions		Net Proceeds to Company After Offering Expenses (25% of Shares Sold)				Net Proceeds to Company After Offering  Expenses (50% of Shares Sold)				Net Proceeds to Company After Offering Expenses (100% of Shares Sold)
Common Stock		$	1.50			Not Applicable		$	700,000			$	1,450,000			$	2,950,000

 

Our independent registered public accountant has issued an audit opinion for Specificity, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Accordingly, any investment in the shares offered hereby involves a high degree of risk and you should only purchase shares if you can afford a loss of your entire investment.

 

Our Chief Executive Officer, Jason Wood, holds 1,000,000 shares of Series A Preferred Stock, which, collectively and in their entirety, have voting rights equal to exactly eighty (80%) of all voting rights available at the time of any vote, including Series A Preferred voting rights. As a result, Mr. Wood has over 92% voting rights on all matters presented to shareholders, limiting shareholders’ ability to affect decision making if the Offering is fully subscribed. In addition, we have 260,000 shares of Series B Preferred Stock that have no voting rights, but that do convert into 10% of the issued and outstanding common stock.

 

Our Common Stock is currently listed on OTCMarkets as an OTCQB member since March 2022 with the trading symbol “SPTY.”

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 HEREOF BEFORE BUYING ANY SHARES OF SPECIFICITY, INC.’S COMMON STOCK.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is [MONTH] ____, [YEAR]  

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL INFORMATION	7
SUMMARY OF THIS OFFERING	7
RISK FACTORS	8
USE OF PROCEEDS	15
DETERMINATION OF OFFERING PRICE	15
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING	16
DESCRIPTION OF SECURITIES	18
INTERESTS OF NAMED EXPERTS AND COUNSEL	19
INFORMATION WITH RESPECT TO REGISTRANT	19
DESCRIPTION OF BUSINESS	19
DESCRIPTION OF PROPERTY	24
LEGAL PROCEEDINGS	24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER	25
DIVIDEND POLICY	26
SELECTED FINANCIAL DATA AND MANAGEMENT’S DISCUSSION AND ANALYSIS	26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
DIRECTORS AND EXECUTIVE OFFICERS	30
EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE	32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	34
LEGAL MATTERS	34
EXPERTS	34
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	34
WHERE YOU CAN FIND MORE INFORMATION	35
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.

 

RISKS RELATED TO THE COMPANY

 

Our independent auditors have issued an audit opinion for Specificity, Inc. that includes a statement describing our going concern status. Our financial status creates doubt whether we will continue as a going concern.

 

As described in Note 3 of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment in the Company.

 

We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

 

We were incorporated on November 25, 2020, and we have not fully developed our proposed business operations and have limited revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss for the year ended December 31, 2022 was $4,344,532 due to approximately $4,528,637 being used in general and administrative expenses, including stock based compensation of $2,264,081 and $181,078 being paid as compensation to our officers. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 

●

The completion of this Offering;

 

●

Our ability to attract buyers;

 

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

 

We do not have any additional source of funding for our business plans and may be unable to find any such funding if and when needed, resulting in the failure of our business.

 

Other than the shares offered by this Prospectus, no other source of capital has been identified or sought. However, our directors have indicated a willingness to loan funds as needed during the start-up phase of our operations to cover any shortfall in funds required to pay for offering costs, filing fees, and correspondence with our shareholders. However, our directors have not guaranteed any loans to cover a shortfall in funds should this offering fail.  As a result, we do not have an alternate source of funds should we fail to complete this Offering. If we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution and the resultant lessening of the value of the shares of stockholders.

 

 

If we are not successful in raising sufficient capital through this Offering, we will be faced with several options:

 

1.

abandon our business plans, cease operations, and go out of business;

 

2.

continue to seek alternative and acceptable sources of capital; or

 

3.

bring in additional capital that may result in a change of control.

 

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

 

The Company competes for clients in highly competitive industries.

 

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

 

We possess minimal capital, which may severely restrict our ability to develop our services.  If we are unable to raise additional capital, our business will fail.

 

We possess minimal capital and must limit the amount of marketing we can perform with respect to our services. We feel we require a minimum of $750,000 to provide sufficient capital to fully develop our business plan. Our limited marketing activities may not attract enough paying customers to generate sufficient revenue to operate profitably, expand our services, implement our business plan or continue operating our business. Our limited marketing capabilities may have a negative effect on our business and may cause us to limit or cease our business operations, which could result in investors losing some or all of their investment in the Company.

 

Specificity’s ability to generate new business from new and existing clients may be limited.

 

To increase its revenues, Specificity needs to obtain additional clients or generate demand for additional services from existing clients. Specificity’s ability to generate initial demand for its services from new clients and additional demand from existing clients is subject to such clients’ and potential clients’ requirements, pre-existing vendor relationships, financial conditions, strategic plans and internal resources, as well as the quality of Specificity’s employees, services and reputation and the breadth of its services. To the extent Specificity cannot generate new business from new and existing clients due to these limitations, Specificity’s ability to grow its business and to increase its revenues will be limited. 

 

 

Specificity’s business could be adversely affected if it loses or fails to attract or retain key executives or employees.

 

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

 

Specificity is exposed to the risk of client defaults.

 

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

 

Specificity is subject to regulations and litigation risk that could restrict our activities or negatively impact our revenues.

 

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

 

In addition, laws and regulations related to consumer privacy, use of personal information and digital tracking technologies have been proposed or enacted in the United States and certain international markets (including the European Union’s General Data Protection Regulation, or “GDPR,” the proposed European Union “ePrivacy Regulation” and the recently enacted California Consumer Privacy Act, or “CCPA”). We face increasing costs of compliance in an uncertain regulatory environment and any failure to comply with these legal requirements could result in regulatory penalties or other legal ability. Furthermore, these laws and regulations may impact the efficacy and profitability of certain digital marketing and analytics services we provide to clients, making it difficult to achieve our clients’ goals. These and other related factors could affect our business and reduce demand for certain of our services, which could have a material adverse effect on our results of operations and financial position.

 

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

 

 

We rely extensively on information technology systems and cybersecurity incidents could adversely affect us.

 

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

 

We are dependent upon our current officers.

 

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

 

Specificity’s business could be adversely affected if it loses or fails to attract or retain key executives or employees.

 

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

 

Our controlling stockholder has significant influence over the Company.

 

As of December 31, 2022, Jason Wood the Company’s Chief Executive Officer, owns 61.28% of the outstanding common stock. Additionally, Mr. Wood also holds 1,000,000 shares of Series A Preferred which have voting rights, at all times, equal to 80% of all voting rights. As a result, Jason Wood currently holds 92.26% of all voting rights in the Company and possesses significant influence over our affairs. His stock ownership and position as a director may have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover, or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially and adversely affect the market price of our common stock.

 

Minority shareholders of Specificity, Inc. will be unable to affect the outcome of stockholder voting as long as Jason Wood retains a controlling interest.

 

 

RISKS RELATED TO THIS OFFERING

 

The shares being offered are defined as “penny stock”, the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

 

The shares being offered are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this Offering in the public markets.

 

Market for penny stock has suffered in recent years from patterns of fraud and abuse

 

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

 

●

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

 

●

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

 

●

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

 

●

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

 

●

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

 

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

 

The shares offered by the Company through this Offering will be sold without an underwriter, and we may be unable to sell any shares.

 

This Offering is being conducted on a “best-efforts” basis, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and receiving all of the proceeds from this Offering, we may have to seek alternative financing to implement our business plans.

 

You may not revoke your subscription agreement once it is accepted by the Company or receive a refund of any funds advanced in connection with your accepted subscription agreement and as a result, you may lose all or part of your investment in our common stock.

 

Once your subscription agreement is accepted by the Company, you may not revoke the agreement or request a refund of any monies paid in connection with the subscription agreement, even if you subsequently learn information about the Company that you consider to be materially unfavorable. The Company reserves the right to begin using the proceeds from this Offering as soon as the funds have been received and will retain broad discretion in the allocation of the net proceeds of this Offering. The precise amounts and timing of the Company’s use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors. There can be no assurance that the Company will receive sufficient funds to execute the Company’s business strategy and accomplish the Company’s objectives. Accordingly, the Company’s business may fail, and we will have to cease our operations. Additionally, you may be unable to sell your shares of our common stock at a price equal to or greater than the subscription price you paid for such shares, and you may lose all or part of your investment in our common stock.

 

 

Our status as an “emerging growth company” under the JOBS Act Of 2012 may make it more difficult to raise capital when we need to do it.

 

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

 

We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an “emerging growth company.”

 

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act.

 

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating.

 

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

 

As an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

We will incur ongoing costs and expenses for SEC reporting and compliance, with minimal revenues and operations at a net loss we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $150,000 annually. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

 

Our chairman and chief executive officer will control and make corporate decisions that may differ from those that might be made by the other shareholders.

 

Due to the controlling amount of their share ownership in our Company, our chairman and chief executive officer will have a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control. His interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

 

Our future results may vary significantly in the future which may adversely affect the price of our common stock.

 

It is possible that our quarterly revenues and operating results may vary significantly in the future and period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our common stock may decline significantly.

 

We Are Unlikely To Pay Dividends

 

To date, we have not paid, nor do we intend to pay in the foreseeable future dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of Company stock to profit from an investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase. If prospective investors purchase Shares pursuant to this Offering, they must be prepared to be unable to liquidate their investment and/or lose their entire investment.

 

Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

 

If we have less than 300 record shareholders at the beginning of any fiscal year, other than the fiscal year within which this registration statement becomes effective, our reporting obligations under section 15(d) of the Exchange Act will be suspended.

 

There is a significant risk that we will have less than 300 record shareholders at our next fiscal year end and at the conclusion of this Offering. If we have less than 300 record shareholders and have not filed a registration pursuant to 8A of the Exchange Act, our reporting obligations under Section 15(d) of the Exchange Act will be suspended, and we would no longer be obligated to provide periodic reports following the Form 10-K for the fiscal year end immediately following this Offering. Furthermore, if, at the beginning of any fiscal year, we have fewer than 300 record shareholders for the class of securities being registered under this registration statement, our reporting obligations under Section 15(d) of the Exchange Act will be automatically suspended for that fiscal year. If we were to cease reporting, you will not have access to updated information regarding the Company’s business, financial condition, and results of operation.

 

 

USE OF PROCEEDS

 

		If 25% of the				If 50% of the				If 75% of the				If 100% of the
		Offering is Raised				Offering is Raised				Offering is Raised				Offering is Raised
Cost of the Offering		$	50,000			$	50,000			$	50,000			$	50,000
Net Proceeds		$	700,000			$	1,450,000			$	2,200,000			$	2,950,000
Working Capital		$	350,000			$	725,000			$	1,100,000			$	1,475,000
Specificity Marketing		$	175,000			$	362,500			$	550,000			$	737,500
Sales Team Growth		$	175,000			$	362,500			$	550,000			$	737,500
TOTAL		$	750,000			$	1,500,000			$	2,250,000			$	3,000,000

 

DETERMINATION OF OFFERING PRICE

 

As a result of there being a limited public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

 

DILUTION

 

Purchasers of our Common Stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering price.  Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of Common Stock and the net tangible book value per share immediately after this offering less the Cost of Offering.

 

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing Common Stock based on an offering price of $2.50 per Unit. The numbers are based on the total issued and outstanding shares of Common Stock as of May 11, 2023, and the balance sheet as of March 31, 2023. The Net Tangible Assets of the Company as of March 31, 2023 were $(1,545,180).  

 

			25%				50.0%				75%				100%
Net Value After the Offering		$	(845,180.00	)		$	(95,180.00	)		$	654,820.00			$	1,404,820.00
# Total Shares			11,124,243				11,624,243				12,124,243				12,624,243
Net Book Value Per Share		$	(0.0760	)		$	(0.0082	)		$	0.0540			$	0.1113
Increase in NBV/Share		$	0.0695			$	0.1373			$	0.1994			$	0.2567
Dilution to new shareholders		$	1.5760			$	1.5082			$	1.4460			$	1.3887
Percentage Dilution to New			105.07	%			100.55	%			96.40	%			92.58	%

     

The following table sets forth the estimated net tangible book value per share after the full exercise of all Warrants and the dilution to persons purchasing Common Stock based on an exercise price of $3.00 per share. The numbers are based on the total issued and outstanding shares of Common Stock as of May 11, 2023, and the balance sheet as of March 31, 2023.

 

			25%				50.0%				75%				100%
Net Value		$	2,904,820.00			$	4,404,820.00			$	5,904,820.00			$	7,404,820.00
# Total Shares			13,124,243				13,624,243				14,124,243				14,624,243
Net Book Value Per Share		$	0.2213			$	0.3233			$	0.4181			$	0.5063
Increase in NBV/Share		$	0.1101			$	0.2120			$	0.3068			$	0.3951
Dilution to new shareholders		$	2.78			$	2.68			$	2.58			$	2.49
Percentage Dilution to New			92.62	%			89.22	%			86.06	%			83.12	%

 

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

 

As of the date of this prospectus, the Company has 10,624,243 shares of Common Stock issued and outstanding. We are offering up to 2,000,000 Units at a price of $1.50 per Unit. Each Unit shall consist of exactly 1 share of common stock and exactly 1 warrant to purchase common stock of the Company at an exercise price of $3.00. The Warrants shall have no cashless exercise and shall expire exactly 2 years from the date of issuance.

 

In connection with the Company’s selling efforts in the Offering, Jason Wood will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an Offering of the issuer’s securities. Jason Wood is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Jason Wood will not be compensated in connection with his participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions regarding the newly registered securities described herein. Jason Wood is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, Jason Wood will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Jason Wood participated in the same capacity for the Company pursuant to a General Form for registration of securities under the Securities Act of 1932 on Form S-1, deemed effective by the SEC on June 1, 2022. Additionally, he has not and will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

Penny Stock Regulation

 

Our Common Shares are quoted on the OTCQB exchange with the trading symbol “SPTY”. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).

 

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:

 

	●	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
	●	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
	●	contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
	●	contains a toll-free telephone number for inquiries on disciplinary actions;
	●	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
	●	contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

 

●

bid and offer quotations for the penny stock;

 

●

details of the compensation of the broker-dealer and its salesperson in the transaction;

 

●

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,

 

●

monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

Offering Period and Expiration Date

 

This Offering will start on the date this Registration Statement is declared effective by the SEC and continue for a period of 180 days. We may extend the offering period for an additional 90 days, unless the Offering is completed or otherwise terminated by us.

 

  

DESCRIPTION OF SECURITIES

 

Common Stock

 

Our authorized capital stock consists of 50,000,000, shares of Common Stock, $0.001 par value per share.

 

The holders of our Common stock:

 

1.

Have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors

 

2.

Are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs.

 

3.

Do not have the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights.

 

4.

Are entitled to one non-cumulative vote per share on all matters on which shareholders may vote, which means that the holders voting for the election of directors, may cast such votes equal to the total number of shares owned by each shareholder for each of the duly nominated directors, if they so choose.

 

Preferred Stock

 

Series A Preferred.

 

We are authorized to issue up to 1,000,000 shares of Series A Preferred Stock, $0.001 par value per share. Currently there are 1,000,000 shares of Series A Preferred Stock issued and outstanding. Holders of the Series A Preferred Stock of the following rights and obligations:

 

Voting: The aggregate of all holders of the Series A Preferred Stock shall have the collective right to vote equal to 80% of all voting rights available at the time of any vote. Holders of the Series A Preferred Stock also have the right to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management of the Company.

 

Conversion: Holders of the Series A Preferred Stock have the right to convert, at their sole discretion, each share of Series A Preferred Stock into five (5) shares of Common Stock of the Company.

 

Series B Preferred.

 

We are authorized to issue up to 560,000 shares of Series B Preferred Stock, $0.001 par value per shares. There are currently 560,000 shares of Series B Preferred Stock issued and outstanding. Holders of the Series B Preferred Stock of the following rights and obligations:

 

Voting: Holders of Series B Preferred Stock have no voting rights.

 

Conversion: Shares of Series B Preferred Stock shall convert, at the discretion of the holder, into a pro rata number of shares of common stock being converted at the time that is the pro rata portion of ten percent (10%) of the issued and outstanding common stock.

 

Dividends

 

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Warrants and Options

 

There are no outstanding warrants or options to purchase our securities at this time.

 

Transfer Agent and Registrar

 

Our transfer agent is West Coast Stock Transfer with an address of 721 N. Vulcan Ave., #205, Encinitas, California 92024, and a phone number of (619) 664-4780.

 

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

None.

 

INFORMATION WITH RESPECT TO REGISTRANT

 

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF SPECIFICITY, INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.

 

DESCRIPTION OF BUSINESS

 

Company Overview 

 

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

 

Specificity has nominal revenues to date and has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

 

Specificity has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. The Company, its directors, officers, affiliates, and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

 

Our Business

 

At our core, we are a digital marketing firm. However, through our diversified holdings, we provide various solutions that combine our marketing expertise to provide support for other segments of our portfolio. Ultimately, Specificity is a tech incubator. We identify technology-based marketing solution entities, take an equity share position in return for utilizing our internal resources to complete the buildout of these technology-based solutions. Specificity then uses our marketing prowess to draw clients to these businesses. We have the internal personnel to complete these projects and the marketing capability to deliver lower advertising costs with high conversion campaigns to launch these companies into success.

 

 

 

 

Currently, our operations are focused on 4 lines of business.

 

SPECIFICITY is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business to business clients as well as business to consumer clients and currently generates all of our revenue. We’ve gone to painstaking lengths to develop tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic.

 

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

 

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

 

PICK POCKET is a do-it-yourself digital marketing platform for smaller business owners. We will use behavior-based device ID technology to help clients discover their ideal customers and market directly to their mobile devices. With no contracts, middlemen, or hidden fees, Pick Pocket lets clients control their digital marketing without worrying about agency markups making Fortune 1000 marketing capabilities available to companies with $500 thousand to $5 million in sales. The PICK POCKET build-out is complete and awaits capital to support marketing activities.

 

BULLSEYE, THRU THE FUNNEL and PICK POCKET illuminate our ability to identify smart technology to undertake and support our incubation model as we build-out new, innovative ideas.

 

 

  

 

Added Tools

 

In addition to Device ID extraction and programmatic display, Specificity offers a whole host of marketing services including:

 

●

Email Marketing

 

●

Automated Marketing

 

●

Retargeting Marketing

 

●

Content Marketing

 

●

Social Media Content Creation

 

●

Digital Production Marketing

 

●

Creating Brand Standards

 

●

Logo Creation

 

●

Website Creation

 

●

Brochure Creation

 

●

Print Marketing

 

●

Targeted Print Campaigns

 

●

Google and Bing Display Ads

 

●

Google and Bing Pay per Click Campaigns

 

●

Google Local Service Ads

 

●

Text (SMS) Campaigns

 

●

Search Engine Optimization

 

●

Blog Creation

 

●

Voice Marketing

 

●

Radio Commercial Creation

 

●

Influencer Marketing Collaboration

 

●

Proximity Marketing

 

 

Industry Overview

 

There are several recent economic and industry trends that affect or may be expected to affect the Company’s results of operations, most notably the business and consumer behavior changes driven by the COVID-19 pandemic. Historically, advertising has been the primary service provided by the marketing communications industry. However, as clients aim to establish one-to-one relationships with customers, and more accurately measure the effectiveness of their marketing expenditures, specialized and digital communications services as well as data and analytics services are consuming a growing portion of marketing dollars. Over the last year, digital transformation has been meaningfully accelerated, with businesses across all categories relying on the strength of their e-commerce and digital experiences. The Company believes these accelerated changes in the way consumers interact with media and brands are increasing the demand for a broader range of non-advertising marketing communications services (i.e., user experience design, digital products, Artificial Intelligence, Augmented Reality, product innovation, direct marketing, sales promotion, interactive, mobile, strategic communications, research, and public relations), which we expect could have a positive impact on our results of operations. In addition, the rise of technology and data solutions have rendered scale less crucial than it once was in areas such as media buying, creating significant opportunities for agile and modern players. Global marketers now demand breakthrough and integrated creative ideas, and no longer require traditional brick-and-mortar communications partners in every market to optimize the effectiveness of their marketing efforts. Combined with the fragmentation of the media landscape, these factors provide new opportunities for small to mid-sized communications companies like those in the Specificity network. In addition, marketers now require even greater speed-to-market to drive financial returns on their marketing and media investment, causing them to turn to more nimble, entrepreneurial, and collaborative communications firms.

 

Targeted Clients

 

Specificity plans to solicit entities generating annual revenues between $5,000,000 and $25,000,000 in revenues. In evaluating potential clients, we consider long-term retention with an average of $5,100 per month in services. This will ensure that long term-term retention and profitability for the Company. Our general geographic focus currently is in the Tampa Bay and New England areas. We will expand scope of our geographic focus in the future as we develop success in our primary markets.

 

 

 

 

Competition

 

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

 

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

 

 

Government Regulation

 

The marketing and communications services that our agencies provide are subject to laws and regulations in all of the jurisdictions in which we operate. These include laws and regulations that affect the form and content of marketing and communications activities that we produce for our clients and, for our digital services, laws and regulations concerning user privacy, use of personal information, data protection and online tracking technologies. We are also subject to laws and regulations that govern whether and how we can receive, transfer or process data that we use in our operations, including data shared between countries in which we operate. Our international operations are also subject to broad anti-corruption laws. While these laws and regulations could impact our operations, compliance in the normal course of the Company’s business did not significantly impact the services we provide and did not have a material effect on our business, results of operations or financial position. Additional information regarding the impact of laws and regulations on our business is included in Item 1A. Risk Factors under the heading “Specificity is subject to regulations and litigation risk that could restrict our activities or negatively impact our revenues.

 

Employees and Consultants

 

Specificity has 20 full-time employees.

 

Research and Development Activities and Costs

 

We have spent no time on specialized research and development activities and have no plans to undertake any research or development in the future.

 

DESCRIPTION OF PROPERTY

 

The Company’s principal business and corporate address is 410 S. Ware Blvd., Suite 508, Tampa, Florida 33619; the telephone number is (813) 364-4744. The space is being leased under a non-cancelable agreement which expires June 2024. Rent expense for the years ended December 31, 2022, and 2021 were $43,527 and $22,750, respectively. The Company used an effective borrowing rate of 3% which is the annual increase per the lease agreement. The aggregate right of use payments and imputed interest under the lease agreement as of December 31, 2022, is as follows:

 

Years ending December 31,:

 

2023			43,908
2024			22,278
Imputed Interest			(1,554	)
Total:			64,632

  

LEGAL PROCEEDINGS

 

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

 

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

The Company has been listed on the OTCQB exchange since March 2022 with the trading symbol “SPTY”.

 

As of May 24, 2023, the Company has 2,693,442 free trading shares outstanding, of which 145,168 have been deposited with DTCC. As of May 24, 2023, the Company has 7,930,801 shares of restricted common stock outstanding, of which 6,510,000 are owned by Jason Wood, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

 

Holders of Our Common Stock

 

As of the date of this Prospectus statement, we have one hundred and two (102) total active Common Stock shareholders.

 

Registration Rights

 

We have no outstanding shares of common stock or any other securities to which we have granted registration rights.

 

Rule 144 Shares

 

After the date this Prospectus is declared effective, 7,930,801 of our outstanding shares of common stock will be “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has continuously owned shares for a six-month holding period securities may sell the shares, provided the Company is current in its reporting obligations under the Exchange Act. The shares owned by our officers and directors are considered control securities for the purpose of Rule 144. As such, officers, directors and affiliates are subject to certain manner of resale provisions, including an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock. Our officers and directors collectively own 7,460,000 shares, or 70.2%, of the current outstanding and issued common stock. When these shares become available for resale, the sale of these shares by these individuals, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company’s common stock in any market that might develop.

 

 

Reports

 

Following the effective date of this Registration Statement we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

 

Transfer Agent

 

Our transfer agent is West Coast Stock Transfer with an address of 721 N. Vulcan Ave., #205, Encinitas, California 92024, and a phone number of (619) 664-4780.

 

DIVIDEND POLICY

 

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

 

SELECTED FINANCIAL DATA AND MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following financial information summarizes the more complete historical financial information at the end of this Prospectus.

 

Management’s Discussion and Analysis of Financial Condition And Results Of Operations

 

This section of the Prospectus includes a number of forward-looking statements that reflect our current views regarding the future events and financial performance of Specificity.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

●

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

●

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

●

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

●

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

 

Results of Operations – Years Ended December 31, 2022 and 2021

 

Revenues

 

During the year ended December 31, 2022, revenues increased by $399,234, from $749,012 for the year ended December 31, 2021, to 1,148,246 in 2022 as a result of the expansion of our operations.

 

Cost of Revenues

 

During the year ended December 31, 2022, cost of revenues increased by $219,647 from $372,455 for the year ended December 31, 2021, to $592,102 in 2022. Costs of revenues may shift dramatically depending upon how the Company’s comparative revenue profile of the products and services shift in the future.

 

Operating Expenses

 

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

 

Other Expenses

 

During the year ended December 31, 2022, Other Expenses increased by $542 from $50,000 for the year ended December 31, 2021 to $50,542 in 2022 as a result of interest expense. Given the Company’s financing requirements in developing its new business models, the Company’s other (income) expenses may increase over time as the Company explores the use of additional debt financing.

 

Net Loss

 

As a result of the above, Net Loss increased by $1,963,127 from $2,381,405 for the year ended December 31, 2021 to $4,344,532 in 2022.

 

Results of Operations – Three Months Ended March 31, 2023 and 2022

 

Revenues

 

For the quarter ended March 31, 2023, and the quarter ended March 31, 2022, we generated $231,118 and $270,850 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 first quarter of 2023 were delayed from completion by the quarter ended March 31, 2023, and are anticipated to be consummated during the second quarter of 2023.

 

Operating Expenses

 

For the quarter ended March 31, 2023, and the quarter ended March 31, 2022, we incurred $587,621 and $1,443,539 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.

 

Net Loss

 

For the three months ended March 31, 2023, and the three months ended March 31, 2022, we incurred a net loss of $468,808 and $1,334,127, respectively. The decrease in net loss was due primarily to an decrease in operating expenses and a decrease in loss from operations.

 

Plan of Operation

 

All statements contained in this Prospectus, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the word “believe,” “anticipate,” “expect” and word of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance, and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

 

 

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Prospectus. Except for the historical information contained herein, the discussion in this Prospectus contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this Prospectus. The Company’s actual results could differ materially from those discussed here.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities, other than pursuant to this Offering.

 

Limited Operating History; Need for Additional Capital

 

There is incomplete historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have generated minimal revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

 

If we are unable to meet our needs for cash through revenues or from either the money that we raise from our Offering, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

 

We have no plans to undertake any product research and development during the next twelve months. There are also no plans or expectations to acquire or sell any plant or plant equipment in the first year of operations.

 

Liquidity and Capital Resources

 

To meet our need for cash for expansion we are attempting to raise money from our Offering. We cannot guarantee that we will be able to sell all the shares. If we are successful, the money raised will be applied to the items set forth in this plan of operations. However, regardless of our ability raise money from the Offering, we believe that our operations will be sufficiently supported by cashflows derived from sale of our products and services.

 

Our officer has agreed to advance funds as needed until the public offering is completed or failed. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law.

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had available cash on hand of $50,089 as of March 31, 2023, as compared to $344,692 as of March 31, 2022. The decrease in capital was directly related to a decrease in proceeds from the sale of common stock.

 

Cash flows for the three months ended March 31, 2023.

 

Net cash flow derived from operating activities was $(326,932) for the three months ended March 31, 2023. This is due primarily to a net loss of $468,808, account payable of $(3,753), prepaids and other current assets of $(10,740), offset primarily by $137,356 in the stock-based compensation and $8,182 in accounts receivable. The increase from net cash flow derived from operating activities for the three months ended March 31, 2022, of $(736,663) is primarily due to the expansion of our operations.

 

Net cash flow used in investing activities was $0 for the three months ended March 31, 2023, and $(9,207) for the three months ended March 31, 2022, due primarily to the purchase of property or equipment totaling $(9,207) during the three months ended March 31, 2022.

 

Net cash provided by financing activities was $354,203 for the three months ended March 31, 2023, and consisted of $75,000 from the proceeds from the sale of common stock, $174,433 from advances from related parties and $104,770 from payments on notes payable. Net cash provided by financing activities was $452,721 for the three months ended March 31, 2022, and consisted of $471,967 from the proceeds from the sale of common stock. The Company continues to raise capital to fund operations.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies

 

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

 

Use of estimates in the preparation of financial statements.

 

Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts and impairment assessments related to long-lived assets.

 

Revenue recognition

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception.

 

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

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None.

 

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The following table sets forth the name and age of our current director and executive officer, as well as the principal offices and positions he holds. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his successor at the next meeting of shareholders, death, resignation, or removal by the Board of Directors. Other than Jason Wood, the Company has no promoters as that term is defined by Rule 405 of Regulation S-K.

 

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

 

No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

 

No executive officer or director of the corporation is the subject of any pending legal proceedings.

 

Background Information about Our Officer and Director

 

Jason Wood – Director/CEO

 

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

 

Already, Specificity Inc. maintains four portfolio digital marketing companies all offering new and unique ways to reach hyper-focused audiences to boost sales for clients. The first, PickPocket™, is a fully automated, self-serve, platform which includes programmatic digital marketing. This entity competes and improves upon the products offered by the social media platforms by delivering marketing to a dramatically more granularly targeted audience. PickPocket™ allows users to improve client conversions with only four clicks - measurable increased ROI coupled with easy campaign implementation. Additionally, customers completely control the spend level, campaign duration and audience size without contractual obligations.

 

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

 

Jason studied Marketing at the University of Missouri while on a full athletic scholarship before transferring to Southwest Missouri State University. After college, Wood immediately began a sales career. It was in Springfield, Missouri whereby Wood’s passion for sales and marketing flourished, catapulting him into the business world. Wood earned countless sales awards throughout his career. In fact, he was the top performing salesperson for every company for whom he worked. Wood’s entrepreneur background is just as impressive. At 44 years, Wood has successfully owned and operated an automotive lift company, two sales/marketing consulting firms, a digital marketing firm and now leads Specificity Inc., a company which he is taking public.

 

 

Kevin D. Frisbie – Director

 

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

 

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

 

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

 

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

 

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

 

Bill Anderson – Director/COO

 

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

 

Involvement in Certain Legal Proceedings

 

To our knowledge, during the past ten years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

 

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

 

Summary Compensation Table

 

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

 

(1)

the Company covered personal expenses and other expenses incurred by other entities controlled by Mr. Wood. These amounts are not going to be repaid and thus were treated as compensation.

 

Long-Term Incentive Plans

 

We currently do not have any Long-Term Incentive Plans.

 

Director Compensation

 

None.

 

Director Independence

 

Our Board of Directors is currently composed of three members, none of whom are an independent director.

 

Security Holders Recommendations to Board of Directors

 

We welcome comments and questions from our shareholders. Shareholders can direct communications to our Chief Executive Officer, Jason Wood, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Jason Wood collects and evaluates all shareholder communications. All communications addressed to our director and executive officer will be reviewed by Jason Wood unless the communication is clearly frivolous.

 

Code of Ethics

 

The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

Committees

 

We do not currently have an audit, compensation, or nominating committee.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information as of May 22, 2023, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of May 22, 2023, we had 10,624,243 shares of Common Stock issued and outstanding, 1,000,000 shares of Series A Preferred Stock issued and outstanding, and 560,000 shares of Series B Preferred Stock issued and outstanding.

 

Shareholder		Number of Shares of Common Stock Held				Number of Shares of Series A Stock(2)				Number of Shares of Series B Preferred Stock(3)				Total Voting Rights				Voting % Prior to Offering				Voting % After Offering
Jason Wood			6,510,000				1,000,000				0				49,006,972				92.26	%			85.8	%
Kevin Frisbie			630,000				0				508,000	(4)			630,000				1.19	%			1.10	%
Bill Anderson			320,000				0				0				320,000				0.6	%			0.6	%
All Officers and Directors			7,460,000				1,000,000				508,000				49,956,972				94.05	%			87.5	%
TOTAL			7,460,000				1,000,000				508,000				49,956,972				94.05	%			87.5	%

 

(1)

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

 

(2)

Holders of Series A Preferred Stock have voting rights equal to exactly eighty (80%) of all voting rights available at the time of any vote, including Series A Preferred voting rights

 

(3)

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

 

(4)

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

 

We are not aware of any arrangements that could result in a change of control.

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Transactions with Related Persons

 

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

 

On January 13, 2021, the Company sold exactly 260,000 shares of Series B Preferred Stock.

 

Pursuant to the Registration Statement on Form S-1 as filed on May 20, 2022, and deemed effective on June 1, 2022, Jason Wood registered for resale exactly 500,000 shares of common stock of the Company at a price of $1.50 per share. Subsequently, Jason Wood sold 500,000 shares of the registered common stock of the Company to various parties during the year ended December 31, 2022.

 

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

 

Director Independence

 

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

 

LEGAL MATTERS

 

The validity of the shares sold by us under this prospectus will be passed upon for us by William R. Eilers, Esq.

 

EXPERTS

 

BF Borgers C.P.A., PC, our independent registered public accountant, has audited our financial statements included in this prospectus and Registration Statement to the extent and for the periods set forth in their audit report. BF Borgers C.P.A., PC. has presented its report with respect to our audited financial statements.

 

COMMISSION POSITION ON INDEMNIFICIATION FOR SECURITIES ACT LIABILITIES

 

Our Articles of Incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

 

●

for any breach of the director’s duty of loyalty to the Company or its stockholders;

 

●

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

 

●

under Nevada General Corporation Law for the unlawful payment of dividends; or

 

●

for any transaction from which the director derives an improper personal benefit.

 

These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our stockholders to recover monetary damages from a director for breach of his or her fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his or her fiduciary duty.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the Common Stock offered hereby. This prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto. While we have summarized the material terms of all agreements and exhibits included in the scope of this Registration Statement, for further information regarding the terms and conditions of any exhibit, reference is made to such exhibits. We may be subject to the reporting and other requirements of Section 15(d) of the Securities Exchange Act of 1934 and will continue to file periodic reports with the Securities and Exchange Commission, including a Form 10-K for the year ended December 31, 2023 and periodic reports on Form 10-Q during that period. We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.

 

For further information with respect to us and the Common Stock, reference is hereby made to the Registration Statement and the exhibits thereto, which may be inspected and copied at the principal office of the SEC, 100 F Street NE, Washington, D.C. 20549, and copies of all or any part thereof may be obtained at prescribed rates from the Commission’s Public Reference Section at such addresses. Also, the SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. To request such materials, please contact Jason Wood, our President and Chief Executive Officer.

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

	Pages
Consolidated Balance Sheet as of March 31, 2022 and December 31, 2022	F-2
Consolidated Statement of Operations for the three months ended March 31, 2023 and 2022	F-3
Consolidated Statement of Stockholders’ Deficit for the three months ended March 31, 2023 and 2022	F-4
Consolidated Statement of Cash Flows for the three months ended March 31, 2023 and 2022	F-5
Notes to the Financial Statements for the three months ended March 31, 2023	F-6
Report of Independent Registered Public Accounting Firm		F-10
Consolidated Balance Sheet as of December 31, 2022 and 2021		F-11
Consolidated Statement of Operations for the years ended December 31, 2022 and 2021		F-12
Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021		F-13
Consolidated Statement of Cash Flows for the years ended December 31, 2022 and 2021		F-14
Notes to the Financial Statements for the year ended December 31, 2022		F-15

 

 

SPECIFICITY, INC

BALANCE SHEETS 

(UNAUDITED)

 

		As of March 31, 2023				As of December 31, 2022
Assets:
Current assets
Cash and cash equivalents		$	50,089			$	22,818
Accounts receivable			-				8,182
Prepaid expenses and other current assets			108,759				235,375
Total current assets			158,848				266,375
Property and equipment, net			68,139				70,722
Right of use asset			54,276				64,632
Total assets		$	281,263			$	401,729
Liabilities and Stockholders’ Deficit:
Current liabilities:
Account payable		$	90,114			$	93,867
Accrued liabilities			33,576				37,828
Accrued interest, related party			12,500				-
Note payable			104,770				-
Related party advances			368,172				193,739
Right of use liability			44,233				43,909
Total current liabilities			653,365				369,343
Long term liabilities -
Related party notes payable			1,000,000				1,000,000
Right of use liability, net of current portion			10,043				20,723
Total liabilities			1,663,408				1,390,066
Commitments and contingencies
Stockholders’ Deficit:
Preferred stock, Series A; $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022			1,000				1,000
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 March 31, 2023 and December 31, 2022, respectively			1,400,000				1,400,000
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,682,584 and 10,652,584 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively			10,682				10,652
Additional paid-in capital			4,476,383				4,401,413
Accumulated deficit			(7,270,210	)			(6,801,402	)
Total stockholders’ deficit			(1,382,145	)			(988,337	)
Total liabilities and stockholders’ deficit		$	281,263			$	401,729

 

See accompanying notes to the financial statements.

 

 

SPECIFICITY, INC

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three Months Ended March 31, 2023				For the Three Months Ended March 31, 2022
Revenue, net		$	231,118			$	270,850
Cost of revenues			94,205				150,890
Gross profit			136,913				119,960
Operating expenses:
Sales and marketing			10,080				12,880
General and administrative expenses, including stock based compensation of $137,356 and $600,000, respectively			561,041				1,335,129
Officer compensation			16,500				95,530
Total operating expenses			587,621				1,443,539
Loss from operations			(450,708	)			(1,323,579	)
Other income (expense):
Interest expense			(18,100	)			(10,548	)
Total other income (expense)			(18,100	)			(10,548	)
Net loss		$	(468,808	)		$	(1,334,127	)
Basic and diluted net loss per common share attributable to common stockholders		$	(0.04	)		$	(0.15	)
Weighted-average number of shares used in computing basic and diluted per share amounts			10,652,584				8,875,895

 

See accompanying notes to the financial statements.

 

SPECIFICITY, INC

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(UNAUDITED)

																																		Total
		Preferred Stock, Series A								Preferred Stock, Series B								Common Stock								Additional				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Paid-in Capital				Deficit				Deficit
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	)
Common shares issued for services			-				-				-				-				30,000				30				74,970				-				75,000
Net loss			-				-				-				-				-				-				-	-			(468,808	)			(468,808	)
Balance, March 31, 2023			1,000,000			$	1,000				560,000			$	1,400,000				10,682,584			$	10,682			$	4,476,383	-		$	(7,270,210	)		$	(1,382,145	)

  

See accompanying notes to the financial statements.

 

 

SPECIFICITY, INC

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Three Months Ended March 31, 2023				For the Three Months Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(468,808	)		$	(1,334,127	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			137,356				600,000
Depreciation			2,583				2,246
Changes in operating assets and liabilities:
Accounts receivable			8,182				-
Related party receivables			-				-
Prepaids and other current assets			(10,740	)			(11,349	)
Accounts payable			(3,753	)			42,646
Accrued liabilities			(4,252	)			(36,079	)
Net cash used in operating activities			(326,932	)			(736,663	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			-				(9,207	)
Net cash used in investing activities			-				(9,207	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on notes payable			104,770				-
Advances from related party			174,433				-
Payment of deferred offering costs			-				(19,246	)
Proceeds from sale of common stock			75,000				471,967
Net cash provided by financing activities			354,203				452,721
Change in cash and cash equivalents			27,271				(293,149	)
Cash and cash equivalents, beginning of period			22,818				637,841
Cash and cash equivalents, end of period		$	50,089			$	344,692
Supplemental disclosures of cash flow information:
Cash paid for interest		$	3,100			$	10,548
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities:
Right of use asset and liability		$	-			$	104,665

 

 See accompanying notes to the financial statements.

 

 

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2023

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Specificity, Inc. (the “Company”) is a Nevada Corporation incorporated on November 25, 2020 (“Inception”).

 

The Company is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business-to-business clients as well as business to consumer clients. The Company has developed tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Use of Estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

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

 

F-6

Table of Contents

 

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.

 

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

 

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

 

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

 

Per Share Information

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. As of March 31, 2023 and 2022, the Company does not have any dilutive shares.

 

New Accounting Pronouncements

 

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.

 

 NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, during the three months ended March 31, 2023, the Company incurred a net loss of $468,808 and used cash of $326,932 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have evaluated the conditions or events that raise substantial doubt about the Company’s ability as a going concern within one year of issuance of the financial statements.

 

F-7

Table of Contents

 

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

 

While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, the Company has raised capital through the sale of common and preferred stock 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.

 

NOTE 4 – FINANCIAL STATEMENT ELEMENTS

 

In 2020, the Company purchased software for which is to be used in operations with a $50,000 note payable. The software isn’t expected to be implemented until late-2023 and thus no amortization was recorded at March 31, 2023.

 

NOTE 5 – ADVANCES AND NOTES PAYABLE 

 

On 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 three months ended March 31, 2023 and 2022, the Company either accrued or paid interest of $12,500. As of March 31, 2023, the Company has accrued interest of $12,500 included within accrued interest, related party on the accompanying balance sheet.

 

The Company’s chief executive officer and a member of management have advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of March 31, 2023, the balance due on the advances was $368,172. Subsequent to March 31, 2023, additional advances were $10,000.

 

On March 2, 2023, the Company entered into a revenue purchase agreement with a third party. Under the terms of the agreement, the Company received proceeds of $120,000 for which $169,200 will be repaid in 36 weekly installments of $4,700. The amounts loaned are secured by substantially all of the Company’s assets and are guaranteed by the Company’s Chief Executive Officer and a member of management. Subsequent to March 31, 2022, the Company entered into an additional agreement for $200,000 in proceeds.

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES

 

Lease

 

The Company leases offices used for operations under a non-cancelable agreement. Rent expense for the three months ended March 31, 2023 and 2022 was $26,280 and $35,058, 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.

 

F-8

Table of Contents

 

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

 

Litigation

 

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

 

Significant Contracts

 

On January 1, 2021, the Company entered into an employment contract with its Chief Executive Officer for which the initial term of the agreement is for one year and renews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the three months ended March 31, 2023, and 2022 the Company accrued or paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $16,500, and 95,530, respectively which has been classified as officer compensation on the accompanying statements of operations. As of March 31, 2023, amounts due to the Chief Executive Officer were $15,000 and included within accrued liabilities on the accompanying balance sheet.

 

See Notes 5 and 7 for additional payments to the related party.

 

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Series A Preferred Stock

 

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

 

Series B Preferred Stock

 

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

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.

 

During the three months ended March 31, 2022 the Company sold 314,644 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $471,967. As of the three months ended March 31, 2022 there were no subscriptions receivable related to these sales. Offering costs related to the sale of these shares amounted to $19,246 as of March 31, 2022 During the three months ended March 31, 2023 the Company sold 30,000 shares of common stock at $2.50 per share resulting in proceeds of $75,000. In connection with the sale, the Company issued warrants to purchase 75,000 shares of common stock at an exercise price of $5.00. The warrants vested upon issuance and expire in 2 years.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed.

 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Specificity, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Specificity, Inc. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

/s/ BF Borgers CPA PC

PCAOB #5041

We have served as the Company’s auditor since 2021

Lakewood, CO

March 20, 2023

 

 Specificity, Inc. 

Balance Sheets

 

		As of December 31, 2022				As of December 31, 2021
Assets:
Current assets
Cash and cash equivalents		$	22,818			$	637,841
Accounts receivable			8,182				-
Prepaid expenses and other current assets			235,375				6,851
Total current assets			266,375				644,692
Property and equipment, net			70,722				70,423
Right of use asset			64,632				-
Total assets		$	401,729			$	715,115
Liabilities and Stockholders’ Deficit:
Current liabilities:
Account payable		$	93,867			$	24,511
Accrued liabilities			37,828				70,423
Related party advances			193,739				-
Right of use liability			43,909				-
Total current liabilities			369,343				94,934
Long term liabilities -
Related party notes payable			1,000,000				1,000,000
Right of use liability, net of current portion			20,723				-
Total liabilities			1,390,066				1,094,934
Commitments and contingencies
Stockholders’ Deficit:
Preferred stock, Series A; $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2022 and 2021			1,000				1,000
Preferred stock, Series B; $0.001 par value; 560,000 and 260,000 shares authorized; 560,000 and 260,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively			1,400,000				650,000
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,652,584 and 8,654,701 shares issued and outstanding as of December 31, 2022 and 2021, respectively			10,652				8,655
Additional paid-in capital			4,401,413				1,418,896
Subscriptions receivable			-				(1,500	)
Accumulated deficit			(6,801,402	)			(2,456,870	)
Total stockholders’ deficit			(988,337	)			(379,819	)
Total liabilities and stockholders’ deficit		$	401,729			$	715,115

 

See accompanying notes to the financial statements.

 Specificity, Inc.

Statement of Operations

 

		For the Year Ended December 31, 2022				For the Year Ended December 31, 2021
Revenue, net		$	1,148,246			$	749,012
Cost of revenues			592,102				372,455
Gross profit			556,144				376,557
Operating expenses:
Sales and marketing			140,419				33,246
General and administrative expenses, including stock based compensation of $2,264,081 and $0, respectively			4,528,637				1,257,148
Officer compensation			181,078				1,417,568
Total operating expenses			4,850,134				2,707,962
Loss from operations			(4,293,990	)			(2,331,405	)
Other income (expense):
Interest expense			(50,542	)			(50,000	)
Total other income (expense)			(50,542	)			(50,000	)
Net loss		$	(4,344,532	)		$	(2,381,405	)
Basic and diluted net loss per common share attributable to common stockholders		$	(0.45	)		$	(0.30	)
Weighted-average number of shares used in computing basic and diluted per share amounts			9,754,075				7,889,252

 

See accompanying notes to the financial statements. 

 Specificity, Inc. 

Statement of Stockholders Equity (Deficit)

 

		Preferred Stock, Series A								Preferred Stock, Series B								Common Stock								Additional				Subscription				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Paid-in Capital				Receivable				Deficit				Equity (Deficit)
Balance, December 31, 2020			1,000,000.00			$	1,000				260,000			$	650,000				7,670,000			$	7,670			$	76,330			$	(422,500	)		$	(75,465	)		$	237,035
Issuance of common stock for cash			-				-				-				-				984,701				985				1,411,065				21,000				-				1,433,050
Issuance of preferred stock for cash			-				-				-				-				-				-				-				200,000				-				200,000
Removal of subscription to reflect proceeds paid to related entity			-				-				-				-				-				-				-				200,000				-				200,000
Offering costs			-				-				-				-				-				-				(68,499	)			-				-				(68,499	)
Net income			-				-				-				-				-				-				-				-				(2,381,405	)			(2,381,405	)
Balance, December 31, 2021			1,000,000			$	1,000				260,000			$	650,000				8,654,701			$	8,655			$	1,418,896			$	(1,500	)		$	(2,456,870	)		$	(379,819	)
Issuance of common stock for cash			-				-				-				-				814,740				814				1,264,801				1,500				-				1,267,115
Offering costs			-				-				-				-				-				-				(28,685	)			-				-				(28,685	)
Stock based compensation			-				-				300,000				750,000				1,183,143				1,183				1,746,401				-				-				2,497,584
Net income			-				-				-				-				-				-				-				-				(4,344,532	)			(4,344,532	)
Balance, December 31, 2022			1,000,000			$	1,000				560,000			$	1,400,000				10,652,584			$	10,652			$	4,401,413			$	-			$	(6,801,402	)		$	(988,337	)

 

See accompanying notes to the financial statements.

 Specificity, Inc.

Statement of Cash Flows

 

		For the Year Ended December 31, 2022				For the Year Ended December 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,344,532	)		$	(2,381,405	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			2,264,081				-
Depreciation			9,982				719
Acquistion of Pick Pocket and subscription payable treated as officer compensation			-				1,200,000
Changes in operating assets and liabilities:
Accounts receivable			(8,182	)			7,250
Prepaids and other current assets			4,979				(6,851	)
Accounts payable			69,356				3,490
Accrued liabilities			(32,595	)			70,423
Net cash used in operating activities			(2,036,911	)			(1,106,374	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(10,281	)			(21,142	)
Net cash used in investing activities			(10,281	)			(21,142	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscription receivables			-				221,000
Payments on notes payable			-				(30,000	)
Advances from related party			193,739				-
Payment of deferred offering costs			-				(54,801	)
Proceeds from sale of common stock			1,238,430				1,412,050
Net cash provided by financing activities			1,432,169				1,548,249
Change in cash and cash equivalents			(615,023	)			420,733
Cash and cash equivalents, beginning of period			637,841				217,108
Cash and cash equivalents, end of period		$	22,818			$	637,841
Supplemental disclosures of cash flow information:
Cash paid for interest		$	50,542			$	-
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities:
Issuance of a related party notes payable for Pick Pocket		$	-			$	1,000,000
Subscription receivable treated as officer compensation		$	200,000			$	200,000
Right of use asset and liability		$	104,665
Prepaid through issuance of common stock		$	557,052

 

See accompanying notes to the financial statements.

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Specificity, Inc. (the “Company”) is a Nevada Corporation incorporated on November 25, 2020 (“Inception”).

 

The Company is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business-to-business clients as well as business to consumer clients. The Company has developed tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Also see Note 3.

 

Use of Estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

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

 

Cash and Cash Equivalents

 

The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method. 

 

F-15

Table of Contents

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized.

 

Revenue Recognition

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception.

 

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

 

The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

 

The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.

 

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.

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Table of Contents

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2022, management determined that there were no variable lease costs.

 

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.

 

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.

 

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SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

 

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statement of operations.

 

Impairment of Long-Lived Assets

 

Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. As of December 31, 2022 and 2021, there were no asset impairments.

 

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

 

The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of September 30, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none.

 

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SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Per Share Information

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year, increased by the potentially dilutive common shares that were outstanding during the year. As of December 31, 2022 and 2021, the Company does not have any dilutive shares.

 

Stock Based Compensation

 

The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Company’s common stock on the date of grant and is recognized over the service period.

 

New Accounting Pronouncements

 

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provided an alternative transition method when initially applying ASU 2016-02. Companies may elect to apply ASU 2016-02 at the beginning of the earliest period presented or recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The ASU is effective for annual and interim periods beginning after December 15, 2021. Management expect the adoption of this standard to have a significant impact on the Company’s future financial statements due to the recognition of right of a right of use asset and liability in connection with the lease disclosed below.

 

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.

 

NOTE 3 – GOING CONCERN

 

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

 

While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, the Company has raised capital through the sale of common and preferred stock. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, nor can there be assurance that such funds will be at acceptable terms. See Note 7 9 for additional funds received during the year ended December 31, 2022 and subsequent. The ability of the Company to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues and cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

F-19

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SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 4 – FINANCIAL STATEMENT ELEMENTS

 

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

 

Lease

 

The Company leases offices used for operations under a non-cancelable agreement which expires in June 2024. Rent expense for the years ended December 31, 2022 and 2021 was $43,527 and $22,750, 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. The aggregate right of use payments and imputed interest under the lease agreement as of December 31, 2022 is as follows:

 

Schedule of future minimum rental payment
Years ending December 31,:
2023			43,908
2024			22,278
Imputed interest			(1,554	)
Total		$	64,632

 

NOTE 5 – ADVANCES AND NOTES PAYABLE 

 

The Company entered into a $50,000 note payable in connection with the purchase of software, see Note 4. The note payable does not incur interest and required five monthly payments of $10,000. As of December 31, 2020, a balance of $30,000 remained for which were paid during 2021.

 

On 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 year ended December 31, 2021, the Company paid accrued interest of $50,000. As of December 31, 2022, no accrued interest was due.

 

During the year ended December 31, 2022, the Company’s chief executive officer and a member of management advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of December 31, 2022, the balance due on the advances was $193,739. Subsequent to December 31, 2022, additional advances were $246,645.

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES

 

Litigation

 

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

 

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SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

  

Significant Contracts

 

On January 1, 2021, the Company entered into an employment contract with its Chief Executive Officer for which the initial term of the agreement is for one year and reviews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the years ended December 31, 2022 and 2021, the Company paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $181,078 and $217,568, respectively, which has been classified as officer compensation on the accompanying statements of operations.

 

See Notes 5 and 7 for additional payments to the related party.

 

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Series A Preferred Stock

 

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

 

Series B Preferred Stock

 

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

 

During 2020, the Company sold 260,000 shares of Series B preferred stock to various investors at $2.50 per share resulting in gross proceeds of $650,000. As of December 31, 2020, subscriptions receivable related to these were In 2021, the Company received the $400,000, which $200,000 was paid to an entity controlled by the Company’s Chief Executive Officer. The $200,000 has been classified as officer compensation on the accompanying statements of operations.

 

See below for an additional issuance in 2022.

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.

 

During the year ended December 31, 2022, the Company issued 443,143 shares of common stock to consultants for management guidance, market research, investor reports, capital raising services, etc. During the year ended December 31, 2022, the Company recorded $451,081 in stock-based compensation. The Company valued the shares based upon the recent sales of common stock. In connection with one of these issuances, the Company recorded a prepaid of $557,054 and is amortizing over the term of the agreement of one year. As of December 31, 2022, the prepaid was $235,375. In addition, this same agreement contains provisions for which additional shares would be issued. These provisions include 10% commission on all gross sales introduced by the consultant, 3% of an equity interest in the Company for introduction which results in a $5.0 million investment and an additional 3% equity interest for introduction which results in $15.0 million investment.

F-21

Table of Contents

SPECIFICITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

 

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

 

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

 

During the year ended December 31, 2021, the Company sold 984,701 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $1,412,050. Offering costs of $68,499 were offset against the gross proceeds. As of December 31, 2021, there was a subscription receivable of $1,500 related to these sales.

 

NOTE 8 – INCOME TAXES

 

The Company’s net deferred tax assets at December 31, 2022 and 2021 is approximately $1,205,000 and $643,000, respectively, which consists of net operating loss carry forwards. As of December 31, 2022 and 2021, the Company provided a 100% valuation allowance against the net deferred tax assets.

 

The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and state jurisdictions. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities for all periods starting in 2020. The Company currently is not under examination by any tax authorities.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed below.

 

See Note 7 for additional subsequent events.

 

 

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. We will pay all such expenses.

 

Securities and Exchange Commission Registration Fee		$	288
Audit Fees and Expenses		$	21,600
Legal Fees and Expenses		$	17,500
Transfer Agent and Registrar Fees and Expenses		$	2,000
SEC Filings		$	2,500
Miscellaneous Expenses		$	4,000
Total		$	47,888	*
* Estimate Only

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The officers and directors of the Company are indemnified as provided by the Nevada Revised Statutes. Unless specifically limited by a corporation’s Articles of Incorporation, Nevada law automatically provides directors with immunity from monetary liabilities. The Company’s Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:

 

	a.	willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
	b.	a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
	c.	a transaction from which the director derived an improper personal profit; and
	d.	willful misconduct.

 

The Articles of Incorporation provide that the Company will indemnify its officers, directors, legal representatives, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right, which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

 

Upon inception, exactly 7,010,000 shares of Common Stock as well as 1,000,000 shares of Series A Preferred stock were issued to Jason Wood, our founder pursuant to Section 4(a)(2) of the Securities Act.

 

Since inception, the Company issued 865,000 shares of common stock pursuant to Rule 506(b) of Regulation D of the Securities Act at a price of $1.50 per share.

 

Since inception the Company issued exactly 260,000 shares of Series B Preferred Stock pursuant to Section 4(a)(2) of the Securities Act.

 

These securities were issued in reliance upon the exemption contained in Section 4(2) of Securities Act of 1933.  These securities were issued to the founders of the Company and bear a restrictive legend. No written agreement was entered into regarding the sale of stock to the Company’s founders.

 

During the six months ended June 30, 2021, the Company sold 155,000 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $177,500. During the six months ended June 30, 2021, there were $22,500 and $200,000 in subscriptions receivable sold of common and preferred stock, respectively.

  

During the six months ended June 30, 2022, the Company issued 400,000 shares of common stock to two employees for services rendered. The Company recorded $600,000 as stock-based compensation, within general and administrative expense, in connection with the issuance. The Company valued the shares based upon the recent sales of common stock.

 

 

EXHIBITS

 

Exhibit  Number		Description	Date Filed
3.1		Articles of Incorporation of Specificity	06/23/2021
3.2		Bylaws of Specificity	06/23/2021
3.3		Designation of Series A Preferred Stock	06/23/2021
3.4		Designation of Series B Preferred Stock	06/23/2021
3.5		Amended Designation of Series B Preferred Stock	*
4.1		Form of Warrant	*
5.1		Opinion of Smith Eilers PLLC., re: the legality of the Units being registered	*
10.1		Pickpocket, Inc. Purchase Agreement	06/23/2021
10.2		Promissory Note issued to Jason Wood	06/23/2021
23.1		Auditor Consent	*
23.2		Consent of Smith Eilers PLLC (included in Exhibit 5.1)	*
99.1		Subscription Agreement	*

 

*

Filed herein

 

UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

 

(a)

Include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(c)

Include any additional or changed material information on the plan of distribution.

 

2.

To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new Registration Statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.

 

3.

To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remain unsold at the termination of the offering.

 

4.

For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(a)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and,

 

(d)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tampa, Florida on the 19^th day of July 2023.

 

	Specificity
	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Wood, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Specificity and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

 

Signature		Title		Date
/s/ Jason Wood   Jason Wood		Director		07/19/2023
/s/ Kevin Frisbie   Kevin Frisbie		Director		07/19/2023
/s/ William Anderson   William Anderson		Director		07/19/2023

 

Exhibit 3.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.1

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

SPECIFICITY, inc.

 

Warrant Shares: _____________

Issue Date: _____________, 2023

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Nevada City time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Specificity, Inc., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Exercise Price is adjusted pursuant to 2(b) below, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise Price immediately following such adjustment. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Post- Effective Amendment to the Registration Statement under the Securities Act of 1933 on Form S-1 (the “Offering”), dated July __, 2023, among the Company and the purchaser’s signatory thereto.

  

Section 2. Exercise.

 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $3.00 subject to adjustment hereunder (the “Exercise Price”); subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Subscription Agreement.

 

“Liquidity Date” means the earliest of the date that (a) a Registration Statement (or multiple.

 

c) Cashless Exercise. There is no cashless exercise of this Warrant.

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company with written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

e) Holder’s Exercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

d) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

e) Voluntary Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

 

 Section 4. Transfer of Warrant.

 

a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

d) Transfer Restrictions. There are no limitations on transfer of the Warrants except as defined by federal and state securities laws.

 

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

Section 5. Miscellaneous.

 

a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends, or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2, except as expressly set forth in Section 3.

 

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken, or such right may be exercised on the next succeeding Business Day.

 

d) Authorized Shares.

 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e) Jurisdiction. All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be determined in accordance with the provisions of the Subscription Agreement.

 

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, will have restrictions upon resale imposed by state and federal securities laws.

 

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers, or remedies. Without limiting any other provision of this Warrant or the Subscription Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

 

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

l) Amendment. This Warrant may be modified or amended, or the provisions hereof waived with the written consent of the Company and the Holder.

 

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

 

(Signature Page Follows)

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

	SPECIFICITY, inc.
	By:
		Name:
		Title:

 

NOTICE OF EXERCISE

 

To:      SPECIFICITY, inc.

 

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☐

 

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:

________________________________________________________________________

 

Signature of Authorized Signatory of Investing Entity:

_________________________________________________

 

Name of Authorized Signatory:

___________________________________________________________________

 

Title of Authorized Signatory:

____________________________________________________________________

Date:

___________________________________

 

EXHIBIT B

 

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:
	(Please Print)
Address:
Phone Number:	(Please Print)
Email Address:
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

 

 

Exhibit 5.1

 

 

June 28, 2023

 

RE:    Specificity, Inc. Registration Statement on Form S-1

 

To Whom It May Concern:

 

I have been retained by Specificity, Inc., a Nevada corporation (the "Company"), in connection with the Registration Statement (the "Registration Statement"), on Form S-1 to be filed by the Company with the U.S. Securities and Exchange Commission relating to the sale of up to 2,000,000 Units, consisting of exactly 1 share of the common capital stock of the Company, par value $0.001, and exactly 1 warrant to purchase common stock at an exercise prices of $3.00. (the “Units”) to be issued upon subscription to the underlying Prospectus. You have requested that I render my opinion as to whether or not the securities issued and addressed in the Registration Statement, when sold in the manner referred to in the Registration Statement, will be legally issued, fully paid, and non-assessable. Specifically, this opinion covers 2,000,000 shares derived from the Units and an additional 2,000,000 shares derived from the exercise of warrants. In connection with the request, I have examined the following:

 

1.

Certificate of Incorporation of Specificity, Inc.

2.

Designations of Series A and B Preferred Stock of Specificity, Inc., as amended;

3.

The Bylaws of Specificity, Inc.;

4.

A current shareholder listed for Specificity, Inc.;

5.

The Form of the subscription agreement;

6.

The Form of the Warrant;

7.

The Registration Statement; and

8.

Unanimous consent resolutions of the Company's Boards of Directors, as they relate to private placements, issuances, and the Registration Statement;

 

In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof, and I have made no independent verification of the factual matters as set forth in such documents or certificates. In addition, I have made such other examinations of law and fact as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

 

On the basis of such examination, we are of the opinion that:

 

1.

The Units, including the both the underlying common stock and the common stock derived from the exercise of the warrants, collectively and each in their own party, have been duly authorized by all necessary corporate action of the Company, and the Company has sufficient shares authorized and unencumbered to fulfill the underlying offering.

2.

The Units, including the both the underlying common stock and the common stock derived from the exercise of the warrants, collectively and each in their own party, constitute, each in their own regard, valid and binding obligations of the Company enforceable against the Company according with the terms described therein.

 

 

 

3.

When issued and sold by the Company against payment therefor pursuant to the terms of the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.

4.

The warrants shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with the terms described therein.

5.

Specificity, Inc. has approximately 102 shareholders holding 10,624,243 shares of common stock, 1,000,000 shares of Series A preferred stock, and 560,000 shares of Series B preferred stock validly issued, fully paid and non-assessable

 

This opinion is based on Nevada general corporate law, including statutory provisions, applicable provisions of the state Nevada constitution and reported judicial decisions interpreting those laws. I express no opinion, and none should be inferred, as to any other laws, including, without limitation, laws of any other state.

 

The opinions set forth herein are subject to the following qualifications: (a) I have made no independent verification of the factual matters as set forth in the documents or certificates reviewed, and (b) the opinions set forth herein are limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

 

We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement.

 

Sincerely,

 

/s/ William Robinson Eilers______

William Robinson Eilers, Esq.

 

Exhibit 23.1 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation in this Registration Statement on Form S-1-A1 of our report dated March 30, 2023 relating to the financial statements of Specificity, Inc. as of December 31, 2022 and 2021 and to all references to our firm included in this Registration Statement.

 

 

 

Certified Public Accountants 

Lakewood, CO

July 5, 2023

 

Exhibit 99.1

 

SUBSCRIPTION AGREEMENT

 

The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of Specificity, Inc., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.001 per share. Accordingly, the Subscriber hereby agrees as follows:

 

1. Subscription.

 

1.1

The Subscriber hereby subscribes for and agrees to accept from the Company that number of Units, each of which shall consist of exactly one (1) share of common stock and exactly one (1) warrant to purchase common stock at an exercise price of $3.00 (the “Unit”), as set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $1.50 per Unit. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the “Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.

 

1.2

The closing of the Subscription of Units hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of Units hereunder.

 

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Units, he or she must, and he does hereby, deliver to the Company:

 

2.1

One (1) executed counterpart of the Signature Page attached to this Agreement together with the passport copy or government ID copy; and

 

2.2

A check, trade draft or media due bill in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Units desired to be purchased hereunder, either made payable to the order of Specificity, Inc.; or an escrow agent as agreed upon by the Company, for the benefit of Specificity, Inc. Wire transfer and telegraphic transfer are also accepted.

 

3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations, and warranties to the Company, with the intent and understanding that the Company will rely thereon:

 

3.1

Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC Edgar Database, under the CIK number 0001840102. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on July __, 2023. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.

 

3.2

All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.

 

3.3

If the Subscriber is purchasing the Units in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete, and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

 

4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Nevada.

 

5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.

 

6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors, and assigns.

 

7. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission, or sent by certified, registered, or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.

 

8. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

SUBSCRIBER SIGNATURE

 

The undersigned, desiring to subscribe for the number of Units of Specificity, Inc., (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

 

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

 

(PLEASE PRINT OR TYPE)

 

Number of Units:
x $1.50 Per Unit
Total Amount of Subscription: USD
Exact name(s) of Subscriber (s):
Signature of Subscriber(s):
	(Signature)
Date:
Name of Director of the Company
Signature of Director of the Company
	(Signature)
Date :

 

Residence or Physical Mailing Address (cannot be a P.O. Box):

_____________________________

_____________________________
_____________________________

_____________________________

 

Telephone Numbers (include Area Code):

Business: (___)_____________ Home: (___)_____________

Social Security, Taxpayer, or other type

Identification Number(s):

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

POST-EFFECTIVE AMENDMENT NO.1

TO

FORM S-1

(Form Type)

 

SPECIFICITY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, par value $0.001 per share	Rule 457(a)	2,000,000	$1.50	$3,000 ,000	$110.20 per $1,000,000	$330.60
Fees to Be Paid	Equity	Common Stock, par value $0.001	Rule 457(a)	2,000,000	$3.00	$6,000,000	$110.20 per $1,000,000	$661.20
Fees Previously Paid	Equity	Common Stock, par value $0.001	-	-	-	-	-	$1390.50
	Total Offering Amounts					$9,000,000		$991.80
	Total Fees Previously Paid							$1390.50
	Total Fee Offsets							$0.00
	Net Fee Due							$0.00

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share, of Specificity, Inc. that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.

 

v3.23.2

Cover	3 Months Ended
	Mar. 31, 2023
Cover [Abstract]
Document Type	POS AM
Amendment Flag	true
Amendment Description	This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-267396) (the “Registration Statement”) of Specificity, Inc. (the “Company”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on September 23, 2022, is being filed pursuant to the undertakings in Item 1, Item 5, Item 6, and Item 9 of the Registration Statement to register addition shares and amend the offering price of each Unit and Warrant described therein, and Item 11(e)-(h) of the Registration Statement to (i) include the information contained in the Company’s Unaudited Financial Statements for the three- month period ended March 31, 2023 and the Audited Financial Statements year ended December 31, 2022, and (ii) update certain other information in the Registration Statement, including general updates to the business plan.   The information included in this filing amends this Registration Statement and the prospectus contained therein. An additional 30,000 Units are being registered pursuant to this Post-Effective Amendment No.1, and the Company has paid any additional applicable registration fees prior to the filing of this Post-Effective Amendment No.1.   The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Entity Registrant Name	SPECIFICITY, INC.
Entity Central Index Key	0001840102
Entity Tax Identification Number	85-4017786
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	410 S. Ware Blvd.
Entity Address, Address Line Two	Suite 508
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33619
City Area Code	(813)
Local Phone Number	364-4744
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

v3.23.2

BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 50,089	$ 22,818	$ 637,841
Accounts receivable		8,182
Prepaid expenses and other current assets	108,759	235,375	6,851
Total current assets	158,848	266,375	644,692
Property and equipment, net	68,139	70,722	70,423
Right of use asset	54,276	64,632
Total assets	281,263	401,729	715,115
Current liabilities:
Account payable	90,114	93,867	24,511
Accrued liabilities	33,576	37,828	70,423
Accrued interest, related party	12,500
Note payable	104,770
Related party advances	368,172	193,739
Right of use liability	44,233	43,909
Total current liabilities	653,365	369,343	94,934
Long term liabilities -
Related party notes payable	1,000,000	1,000,000	1,000,000
Right of use liability, net of current portion	10,043	20,723
Total liabilities	1,663,408	1,390,066	1,094,934
Stockholders’ Deficit:
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,652,584 and 8,654,701 shares issued and outstanding as of December 31, 2022 and 2021, respectively	10,682	10,652	8,655
Additional paid-in capital	4,476,383	4,401,413	1,418,896
Subscriptions receivable			(1,500)
Accumulated deficit	(7,270,210)	(6,801,402)	(2,456,870)
Total stockholders’ deficit	(1,382,145)	(988,337)	(379,819)
Total liabilities and stockholders’ deficit	281,263	401,729	715,115
Series A Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock value	1,000	1,000	1,000
Series B Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock value	$ 1,400,000	$ 1,400,000	$ 650,000

v3.23.2

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	50,000,000	50,000,000	50,000,000
Common Stock, Shares Issued	10,682,584	10,652,584	8,654,701
Common Stock, Shares Outstanding	10,682,584	10,652,584	8,654,701
Series A Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Outstanding	1,000,000	1,000,000	1,000,000
Series B Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	560,000	560,000	260,000
Preferred Stock, Shares Issued	560,000	560,000	260,000
Preferred Stock, Shares Outstanding	560,000	560,000	260,000

v3.23.2

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue, net	$ 231,118	$ 270,850	$ 1,148,246	$ 749,012
Cost of revenues	94,205	150,890	592,102	372,455
Gross profit	136,913	119,960	556,144	376,557
Operating expenses:
Sales and marketing	10,080	12,880	140,419	33,246
General and administrative expenses, including stock based compensation of $2,264,081 and $0, respectively	561,041	1,335,129	4,528,637	1,257,148
Officer compensation	16,500	95,530	181,078	1,417,568
Total operating expenses	587,621	1,443,539	4,850,134	2,707,962
Loss from operations	(450,708)	(1,323,579)	(4,293,990)	(2,331,405)
Other income (expense):
Interest expense	(18,100)	(10,548)	(50,542)	(50,000)
Total other income (expense)	(18,100)	(10,548)	(50,542)	(50,000)
Net loss	$ (468,808)	$ (1,334,127)	$ (4,344,532)	$ (2,381,405)
Basic and diluted net loss per common share attributable to common stockholders	$ (0.04)	$ (0.15)	$ (0.45)	$ (0.30)
Weighted-average number of shares used in computing basic and diluted per share amounts	10,652,584	8,875,895	9,754,075	7,889,252

v3.23.2

STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Stock-based compensation	$ 137,356	$ 600,000	$ 2,264,081	$ 0

v3.23.2

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 1,000	$ 650,000	$ 7,670	$ 76,330	$ (422,500)	$ (75,465)	$ 237,035
Beginning balance, shares at Dec. 31, 2020	1,000,000.00	260,000	7,670,000
Issuance of common stock for cash			$ 985	1,411,065	21,000		1,433,050
Issuance of common stock for cash, shares			984,701
Issuance of preferred stock for cash					200,000		200,000
Removal of subscription to reflect proceeds paid to related entity					200,000		200,000
Offering costs				(68,499)			(68,499)
Net income						(2,381,405)	(2,381,405)
Ending balance, value at Dec. 31, 2021	$ 1,000	$ 650,000	$ 8,655	1,418,896	(1,500)	(2,456,870)	(379,819)
Ending balance, shares at Dec. 31, 2021	1,000,000	260,000	8,654,701
Issuance of common stock for cash			$ 814	1,264,801	1,500		1,267,115
Issuance of common stock for cash, shares			814,740
Offering costs				(28,685)			(28,685)
Stock based compensation		$ 750,000	$ 1,183	1,746,401			2,497,584
Stock-based compensation, shares		300,000	1,183,143
Net income						(4,344,532)	(4,344,532)
Ending balance, value at Dec. 31, 2022	$ 1,000	$ 1,400,000	$ 10,652	4,401,413		(6,801,402)	(988,337)
Ending balance, shares at Dec. 31, 2022	1,000,000	560,000	10,652,584
Common shares issued for services			$ 30	74,970			75,000
Common shares issued for services, shares			30,000
Net income						(468,808)	(468,808)
Ending balance, value at Mar. 31, 2023	$ 1,000	$ 1,400,000	$ 10,682	$ 4,476,383		$ (7,270,210)	$ (1,382,145)
Ending balance, shares at Mar. 31, 2023	1,000,000	560,000	10,682,584

v3.23.2

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (468,808)	$ (1,334,127)	$ (4,344,532)	$ (2,381,405)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	137,356	600,000	2,264,081	0
Depreciation	2,583	2,246	9,982	719
Acquistion of Pick Pocket and subscription payable treated as officer compensation				1,200,000
Changes in operating assets and liabilities:
Accounts receivable	8,182		(8,182)	7,250
Related party receivables
Prepaids and other current assets	(10,740)	(11,349)	4,979	(6,851)
Accounts payable	(3,753)	42,646	69,356	3,490
Accrued liabilities	(4,252)	(36,079)	(32,595)	70,423
Net cash used in operating activities	(326,932)	(736,663)	(2,036,911)	(1,106,374)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(9,207)	(10,281)	(21,142)
Net cash used in investing activities		(9,207)	(10,281)	(21,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on notes payable	104,770
Proceeds from subscription receivables				221,000
Payments on notes payable				(30,000)
Advances from related party	174,433		193,739
Payment of deferred offering costs		(19,246)		(54,801)
Proceeds from sale of common stock	75,000	471,967	1,238,430	1,412,050
Net cash provided by financing activities	354,203	452,721	1,432,169	1,548,249
Change in cash and cash equivalents	27,271	(293,149)	(615,023)	420,733
Cash and cash equivalents, beginning of period	22,818	637,841	637,841	217,108
Cash and cash equivalents, end of period	50,089	344,692	22,818	637,841
Supplemental disclosures of cash flow information:
Cash paid for interest	3,100	10,548	50,542
Cash paid for income taxes
Non-cash investing and financing activities:
Issuance of a related party notes payable for Pick Pocket				1,000,000
Subscription receivable treated as officer compensation			200,000	$ 200,000
Prepaid through issuance of common stock			557,052
Right of use asset and liability		$ 104,665	$ 104,665

v3.23.2

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS   Specificity, Inc. (the “Company”) is a Nevada Corporation incorporated on November 25, 2020 (“Inception”).   The Company is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business-to-business clients as well as business to consumer clients. The Company has developed tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic.	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS   Specificity, Inc. (the “Company”) is a Nevada Corporation incorporated on November 25, 2020 (“Inception”).   The Company is a full-service digital marketing firm that delivers cutting-edge marketing solutions to business-to-business clients as well as business to consumer clients. The Company has developed tools that allow us to identify and market to people who are actively in the buying cycle. We take advantage of the real-time messaging opportunities digital marketing offers to give small and medium-sized businesses a fair chance at online traffic.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 are not indicative of the results that may be expected for the full year.   Use of Estimates   The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Concentration of Credit Risk   Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. The Company has never experienced any losses related to these balances.   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.   Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.   The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.   The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments.   Per Share Information   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. As of March 31, 2023 and 2022, the Company does not have any dilutive shares.   New Accounting Pronouncements   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.	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Also see Note 3.   Use of Estimates   The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Concentration of Credit Risk   Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. The Company has never experienced any losses related to these balances.   Cash and Cash Equivalents   The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method.    Accounts Receivable and Allowance for Doubtful Accounts   Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized.   Revenue Recognition   The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception.   The Company provides online marketing services. The Company’s revenue is generated on services priced at fixed rates. Revenue is recorded as services are performed which typically all occurs within a calendar month.   The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.   The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.   Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.   Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2022, management determined that there were no variable lease costs.   Fair Value Measurements   The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“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.   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.   Property and Equipment   Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statement of operations.   Impairment of Long-Lived Assets   Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. As of December 31, 2022 and 2021, there were no asset impairments.   Income Taxes   The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.   The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of September 30, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none.   Per Share Information   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year, increased by the potentially dilutive common shares that were outstanding during the year. As of December 31, 2022 and 2021, the Company does not have any dilutive shares.   Stock Based Compensation   The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Company’s common stock on the date of grant and is recognized over the service period.   New Accounting Pronouncements   In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provided an alternative transition method when initially applying ASU 2016-02. Companies may elect to apply ASU 2016-02 at the beginning of the earliest period presented or recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The ASU is effective for annual and interim periods beginning after December 15, 2021. Management expect the adoption of this standard to have a significant impact on the Company’s future financial statements due to the recognition of right of a right of use asset and liability in connection with the lease disclosed below.   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.

v3.23.2

GOING CONCERN	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   As reflected in the accompanying financial statements, during the three months ended March 31, 2023, the Company incurred a net loss of $468,808 and used cash of $326,932 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have evaluated the conditions or events that raise substantial doubt about the Company’s ability as a going concern within one year of issuance of the financial statements.   While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, the Company has raised capital through the sale of common and preferred stock 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.	NOTE 3 – GOING CONCERN   As reflected in the accompanying financial statements, during the year ended December 31, 2022, the Company incurred a net loss of $4,344,532 and used cash of $2,036,911 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have evaluated the conditions or events that raise substantial doubt about the Company’s ability as a going concern within one year of issuance of the financial statements.   While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, the Company has raised capital through the sale of common and preferred stock. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, nor can there be assurance that such funds will be at acceptable terms. See Note 7 9 for additional funds received during the year ended December 31, 2022 and subsequent. The ability of the Company to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues and cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

v3.23.2

FINANCIAL STATEMENT ELEMENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Quarterly Financial Information Disclosure [Abstract]
FINANCIAL STATEMENT ELEMENTS	NOTE 4 – FINANCIAL STATEMENT ELEMENTS   In 2020, the Company purchased software for which is to be used in operations with a $50,000 note payable. The software isn’t expected to be implemented until late-2023 and thus no amortization was recorded at March 31, 2023.	NOTE 4 – FINANCIAL STATEMENT ELEMENTS   During 2020, the Company purchased software for which is to be used in operations with a $50,000 note payable. The software isn’t expected to be implemented until 2023 and thus no amortization was recorded at December 31, 2022. See Note 5 for discussion of the note payable terms.   Lease   The Company leases offices used for operations under a non-cancelable agreement which expires in June 2024. Rent expense for the years ended December 31, 2022 and 2021 was $43,527 and $22,750, 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. The aggregate right of use payments and imputed interest under the lease agreement as of December 31, 2022 is as follows:   Schedule of future minimum rental payment         Years ending December 31,:               2023     43,908   2024     22,278   Imputed interest     (1,554 )  Total   $ 64,632

v3.23.2

ADVANCES AND NOTES PAYABLE	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
ADVANCES AND NOTES PAYABLE	NOTE 5 – ADVANCES AND NOTES PAYABLE    On 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 three months ended March 31, 2023 and 2022, the Company either accrued or paid interest of $12,500. As of March 31, 2023, the Company has accrued interest of $12,500 included within accrued interest, related party on the accompanying balance sheet.   The Company’s chief executive officer and a member of management have advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of March 31, 2023, the balance due on the advances was $368,172. Subsequent to March 31, 2023, additional advances were $10,000.   On March 2, 2023, the Company entered into a revenue purchase agreement with a third party. Under the terms of the agreement, the Company received proceeds of $120,000 for which $169,200 will be repaid in 36 weekly installments of $4,700. The amounts loaned are secured by substantially all of the Company’s assets and are guaranteed by the Company’s Chief Executive Officer and a member of management. Subsequent to March 31, 2022, the Company entered into an additional agreement for $200,000 in proceeds.	NOTE 5 – ADVANCES AND NOTES PAYABLE    The Company entered into a $50,000 note payable in connection with the purchase of software, see Note 4. The note payable does not incur interest and required five monthly payments of $10,000. As of December 31, 2020, a balance of $30,000 remained for which were paid during 2021.   On 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 year ended December 31, 2021, the Company paid accrued interest of $50,000. As of December 31, 2022, no accrued interest was due.   During the year ended December 31, 2022, the Company’s chief executive officer and a member of management advanced the Company funds for operations. The advances do not incur interest and are due on demand. As of December 31, 2022, the balance due on the advances was $193,739. Subsequent to December 31, 2022, additional advances were $246,645.

v3.23.2

COMMITMENTS AND CONTINGENCIES	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES   Lease   The Company leases offices used for operations under a non-cancelable agreement. Rent expense for the three months ended March 31, 2023 and 2022 was $26,280 and $35,058, 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.   Litigation   The Company is not party to any pending or threatened litigation.   Significant Contracts   On January 1, 2021, the Company entered into an employment contract with its Chief Executive Officer for which the initial term of the agreement is for one year and renews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the three months ended March 31, 2023, and 2022 the Company accrued or paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $16,500, and 95,530, respectively which has been classified as officer compensation on the accompanying statements of operations. As of March 31, 2023, amounts due to the Chief Executive Officer were $15,000 and included within accrued liabilities on the accompanying balance sheet.   See Notes 5 and 7 for additional payments to the related party.	NOTE 6 - COMMITMENTS AND CONTINGENCIES   Litigation   The Company is not party to any pending or threatened litigation.    Significant Contracts   On January 1, 2021, the Company entered into an employment contract with its Chief Executive Officer for which the initial term of the agreement is for one year and reviews automatically annually. If the Chief Executive Officer is terminated without cause, then the remaining current contract year shall be paid. During the years ended December 31, 2022 and 2021, the Company paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $181,078 and $217,568, respectively, which has been classified as officer compensation on the accompanying statements of operations.   See Notes 5 and 7 for additional payments to the related party.

v3.23.2

STOCKHOLDERS’ EQUITY (DEFICIT)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)   Series A Preferred Stock   The Company is authorized to issue 1,000,000 shares of $0.001 par value Series A preferred stock (“Series A”). The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote. In the event of liquidation or dissolution of the Company, holders of Series A preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to convert each share of Series A into five shares common stock. See below for discussion regarding issuance of Series A preferred stock.   Series B Preferred Stock   The Company is authorized to issue 260,000 shares of $0.001 par value Series B preferred stock (“Series A”). During September 2022, the Company increased the Series B preferred stock authorized shares to 560,000. The holder of the Series B preferred stock do not have voting rights. In the event of liquidation or dissolution of the Company, holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert in the pro rata portion of exactly ten percent of the issued and outstanding common stock of the Company.   Common Stock   The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.   During the three months ended March 31, 2022 the Company sold 314,644 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $471,967. As of the three months ended March 31, 2022 there were no subscriptions receivable related to these sales. Offering costs related to the sale of these shares amounted to $19,246 as of March 31, 2022 During the three months ended March 31, 2023 the Company sold 30,000 shares of common stock at $2.50 per share resulting in proceeds of $75,000. In connection with the sale, the Company issued warrants to purchase 75,000 shares of common stock at an exercise price of $5.00. The warrants vested upon issuance and expire in 2 years.	NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)   Series A Preferred Stock   The Company is authorized to issue 1,000,000 shares of $0.001 par value Series A preferred stock (“Series A”). The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote. In the event of liquidation or dissolution of the Company, holders of Series A preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to convert each share of Series A into five shares common stock. See below for discussion regarding issuance of Series A preferred stock.   Series B Preferred Stock   The Company was authorized to issue 260,000 shares of $0.001 par value Series B preferred stock (“Series B”). During September 2022, the Company increased the Series B preferred stock authorized shares to 560,000. The holder of the Series B preferred stock do not have voting rights. In the event of liquidation or dissolution of the Company, holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert in the pro rata portion of exactly ten percent of the issued and outstanding common stock of the Company.   During 2020, the Company sold 260,000 shares of Series B preferred stock to various investors at $2.50 per share resulting in gross proceeds of $650,000. As of December 31, 2020, subscriptions receivable related to these were In 2021, the Company received the $400,000, which $200,000 was paid to an entity controlled by the Company’s Chief Executive Officer. The $200,000 has been classified as officer compensation on the accompanying statements of operations.   See below for an additional issuance in 2022.   Common Stock   The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.   During the year ended December 31, 2022, the Company issued 443,143 shares of common stock to consultants for management guidance, market research, investor reports, capital raising services, etc. During the year ended December 31, 2022, the Company recorded $451,081 in stock-based compensation. The Company valued the shares based upon the recent sales of common stock. In connection with one of these issuances, the Company recorded a prepaid of $557,054 and is amortizing over the term of the agreement of one year. As of December 31, 2022, the prepaid was $235,375. In addition, this same agreement contains provisions for which additional shares would be issued. These provisions include 10% commission on all gross sales introduced by the consultant, 3% of an equity interest in the Company for introduction which results in a $5.0 million investment and an additional 3% equity interest for introduction which results in $15.0 million investment.   During the year ended December 31, 2022, the Company issued 740,000 shares of common stock and 300,000 shares of Series B preferred stock to two employees for services rendered. One of the individuals is a significant shareholder and the sole shareholder of the Series B preferred stock. The Company recorded $1,810,000 as stock-based compensation, within general and administrative expense, in connection with the issuances, during the year ended December 31, 2022, respectively. The Company valued the shares based upon the recent sales of common stock.   During the year ended December 31, 2022 the Company sold shares of common stock to various investors at $1.50 per share resulting in gross proceeds of $1,265,615. Offering costs related to the sale of these shares amounted to $28,685 As of December 31, 2022, there were no subscriptions receivable related to these sales.   During the year ended December 31, 2021, the Company sold 984,701 shares of common stock to various investors at prices ranging from $0.50 to $1.50 per share resulting in gross proceeds of $1,412,050. Offering costs of $68,499 were offset against the gross proceeds. As of December 31, 2021, there was a subscription receivable of $1,500 related to these sales.

v3.23.2

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS   Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed.	NOTE 9 – SUBSEQUENT EVENTS   Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed below.   See Note 7 for additional subsequent events.

v3.23.2

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES   The Company’s net deferred tax assets at December 31, 2022 and 2021 is approximately $1,205,000 and $643,000, respectively, which consists of net operating loss carry forwards. As of December 31, 2022 and 2021, the Company provided a 100% valuation allowance against the net deferred tax assets.   The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and state jurisdictions. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities for all periods starting in 2020. The Company currently is not under examination by any tax authorities.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 are not indicative of the results that may be expected for the full year.	Basis of Presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Also see Note 3.
Use of Estimates	Use of Estimates   The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.	Use of Estimates   The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk   Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. The Company has never experienced any losses related to these balances.	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.
Fair Value Measurements	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.   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.	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.   Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.   The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.   The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc approximate their fair value because of the immediate or short-term mature of these financial instruments.
Per Share Information	Per Share Information   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. As of March 31, 2023 and 2022, the Company does not have any dilutive shares.	Per Share Information   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year, increased by the potentially dilutive common shares that were outstanding during the year. As of December 31, 2022 and 2021, the Company does not have any dilutive shares.
New Accounting Pronouncements	New Accounting Pronouncements   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.	New Accounting Pronouncements   In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provided an alternative transition method when initially applying ASU 2016-02. Companies may elect to apply ASU 2016-02 at the beginning of the earliest period presented or recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The ASU is effective for annual and interim periods beginning after December 15, 2021. Management expect the adoption of this standard to have a significant impact on the Company’s future financial statements due to the recognition of right of a right of use asset and liability in connection with the lease disclosed below.   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.
Cash and Cash Equivalents		Cash and Cash Equivalents   The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method.
Accounts Receivable and Allowance for Doubtful Accounts		Accounts Receivable and Allowance for Doubtful Accounts   Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized.
Revenue Recognition		Revenue Recognition   The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASC 606 upon Inception.   The Company provides online marketing services. The Company’s revenue is generated on services priced at fixed rates. Revenue is recorded as services are performed which typically all occurs within a calendar month.   The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.   The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.   Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.   Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2022, management determined that there were no variable lease costs.
Property and Equipment		Property and Equipment   Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statement of operations.
Impairment of Long-Lived Assets		Impairment of Long-Lived Assets   Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. As of December 31, 2022 and 2021, there were no asset impairments.
Income Taxes		Income Taxes   The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.   The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of September 30, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none.
Stock Based Compensation		Stock Based Compensation   The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Company’s common stock on the date of grant and is recognized over the service period.

v3.23.2

SUBSEQUENT EVENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Schedule of future minimum rental payment	Schedule of future minimum rental payment         Years ending December 31,:               2023     43,908   2024     22,278   Imputed interest     (1,554 )  Total   $ 64,632

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
FDIC limit	$ 250,000			$ 250,000
Antidilutive securities	0	0		0	0
Variable lease costs			$ 0
Estimated useful life				5 years
Impairment long-lived asset				$ 0	$ 0

v3.23.2

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 468,808	$ 1,334,127	$ 4,344,532	$ 2,381,405
Ney cash used in operating activities	$ 326,932	$ 736,663	$ 2,036,911	$ 1,106,374

v3.23.2

FINANCIAL STATEMENT ELEMENTS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Payments to acquire software	$ 50,000
Rent expense		$ 43,527	$ 22,750
Right of use asset and liability		$ 104,665
Borrowing rate		3.00%

v3.23.2

ADVANCES AND NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended			12 Months Ended
	Mar. 02, 2023	Jan. 13, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Interest paid								$ 50,000
Accrued Interest								0
Related party advances						$ 368,172		193,739
Payments to Acquire Software			$ 50,000
Repayments of notes payable				$ 10,000					$ (30,000)
Subsequent Event [Member]
Offsetting Assets [Line Items]
Related party advances					$ 10,000	246,645
Share Purchase Agreement [Member] | Pickpocket, Inc. [Member]
Offsetting Assets [Line Items]
Voting percentage		80.00%
Purchase price		$ 1,000,000.0
Transactions costs		$ 1,000,000.0
Interest rate		5.00%
Interest paid						12,500	$ 12,500
Accrued Interest						$ 12,500
Revenue Purchase Agreement [Member] | Third Party [Member]
Offsetting Assets [Line Items]
Proceeds from loan	$ 120,000
Periodic payment	$ 4,700
Revenue Purchase Agreement [Member] | Subsequent Event [Member] | Third Party [Member]
Offsetting Assets [Line Items]
Proceeds from loan					$ 200,000

v3.23.2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 02, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Rent expense			$ 43,527	$ 22,750
Right of use asset	$ 54,276		64,632		$ 104,665
Lease Liability					$ 104,665
Borrowing rate	3.00%
Officer compensation	$ 16,500	$ 95,530	181,078	1,417,568
Amounts due to related party	15,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Rent expense	26,280	35,058
Officer compensation	$ 16,500	$ 95,530	$ 181,078	$ 217,568

v3.23.2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common Stock, Shares Authorized	50,000,000		50,000,000	50,000,000
Common Stock, Par Value	$ 0.001		$ 0.001	$ 0.001
Proceeds from Issuance of Common Stock	$ 75,000	$ 471,967	$ 1,238,430	$ 1,412,050
Proceeds from sale of stock			1,267,115	1,433,050
Stock-based compensation	$ 137,356	$ 600,000	$ 2,264,081	$ 0
Consultants [Member]
Class of Stock [Line Items]
Number of stock sold			443,143
Stock-based compensation			$ 451,081
Other prepaid expenses			557,054
Prepaid expenses			235,375
Chief Executive Officer [Member]
Class of Stock [Line Items]
Officer compensation			$ 200,000
Common Stock [Member]
Class of Stock [Line Items]
Number of stock sold			814,740	984,701
Proceeds from sale of stock			$ 814	$ 985
Stock-based compensation			$ 1,810,000
Stock shares issued for services			740,000
Common Stock [Member] | Minimum [Member]
Class of Stock [Line Items]
Share price				$ 0.50
Common Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Share price				$ 1.50
Common Stock [Member] | Various Investors [Member]
Class of Stock [Line Items]
Number of stock sold	30,000	314,644		984,701
Share price	$ 2.50		$ 1.50
Proceeds from Issuance of Common Stock	$ 75,000	$ 471,967	$ 1,265,615	$ 1,412,050
Offering costs		$ 19,246	28,685	68,499
Number of warrants issued		75,000
Exercise price	$ 5.00
Expiry term	2 years
Subscriptions receivable			0	$ 1,500
Common Stock [Member] | Various Investors [Member] | Minimum [Member]
Class of Stock [Line Items]
Share price		$ 0.50
Common Stock [Member] | Various Investors [Member] | Maximum [Member]
Class of Stock [Line Items]
Share price		$ 1.50
Preferred Stock [Member]
Class of Stock [Line Items]
Subscriptions receivable			$ 400,000
Stock shares issued for services			300,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,000,000		1,000,000	1,000,000
Preferred Stock, Par Value	$ 0.001		$ 0.001	$ 0.001
Preferred Stock, Voting Rights	The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote.		The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote.
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	560,000		560,000	260,000
Preferred Stock, Par Value	$ 0.001		$ 0.001	$ 0.001
Series B Preferred Stock [Member] | Various Investors [Member]
Class of Stock [Line Items]
Number of stock sold					260,000
Share price					$ 2.50
Proceeds from sale of stock					$ 650,000

v3.23.2

FINANCIAL STATEMENT ELEMENTS (Details)	Dec. 31, 2021 USD ($)
Subsequent Events [Abstract]
2023	$ 43,908
2024	22,278
Imputed interest	(1,554)
Total	$ 64,632

v3.23.2

INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 1,205,000	$ 643,000

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