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SPECIFICITY, INC. NV 85-4017786 410 S. Ware Blvd. Suite 508 Tampa FL 33619 (813) 364-4744 Non-accelerated Filer true true false This Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.333-276873) (the “Registration Statement”) of Specificity, Inc. (the “Company”), as originally filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2024, is being filed pursuant to the undertakings in Item 11(l)-(n) of the Registration Statement to update Executive Compensation and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management, and Certain Relationships and Related Transactions to reflect current information as of December 31, 2023 or a more current date if applicable. Additionally, this Pre-Effective Amendment No.1 includes a current-dated Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, regarding the inclusion of the audited financial statements and notes for the years ended December 31, 2022, and December 31, 2021. The information included in this filing amends this Registration Statement and the prospectus contained therein. No additional shares are being registered pursuant to this Pre-Effective Amendment No. 1, and the Company does not anticipate any additional applicable registration fees pursuant to the filing of this Pre-Effective Amendment No.1.

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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 nine months ended September 30, 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 0.75in; text-align: justify">Level 1</td> <td style="text-align: justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 2</td> <td style="text-align: justify">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.</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 3</td> <td style="text-align: justify">Pricing inputs that are generally unobservable inputs and not corroborated by market data.</td></tr> </table> 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 September 30, 2023, the Company had <span id="xdx_903_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20230930__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" title="Antidilutive securities">175,000 warrants and approximately <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20230930__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" title="Antidilutive securities">147,000 in potential shares under a convertible note which were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock or the note wasn’t eligible to be converted. As of September 30, 2022, the Company did 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.

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 nine months ended September 30, 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.

250000

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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 0.75in; text-align: justify">Level 1</td> <td style="text-align: justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 2</td> <td style="text-align: justify">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.</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">Level 3</td> <td style="text-align: justify">Pricing inputs that are generally unobservable inputs and not corroborated by market data.</td></tr> </table> 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 September 30, 2023, the Company had <span id="xdx_903_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20230930__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" title="Antidilutive securities">175,000 warrants and approximately <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20230930__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" title="Antidilutive securities">147,000 in potential shares under a convertible note which were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock or the note wasn’t eligible to be converted. As of September 30, 2022, the Company did not have any dilutive shares.

175000

147000

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 nine months ended September 30, 2023, the Company incurred a net loss of $874,855 and used cash of $645,831 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.

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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 is not expected to be implemented until late-2023 and thus no amortization was recorded at September 30, 2023.

50000

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 <span id="xdx_904_eus-gaap--BusinessAcquisitionPercentageOfVotingInterestsAcquired_c20210113__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_pdd" title="Voting percentage">80% of Pickpocket, Inc. (“Pickpocket”) for a purchase price of $<span id="xdx_90E_eus-gaap--PaymentsToAcquireBusinessesGross_pp0n3_dm_c20210112__20210113__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_zrfJNnHutPw9" title="Purchase price">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 $<span id="xdx_90A_eus-gaap--BusinessAcquisitionCostOfAcquiredEntityTransactionCosts_iI_pp0n3_dm_c20210113__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_z3CN0Xj8MaWk" title="Transactions costs">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 <span id="xdx_904_eus-gaap--DebtInstrumentInterestRateDuringPeriod_c20210112__20210113__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_pdd" title="Interest rate">5% per annum. During the nine months ended September 30, 2023 and 2022, the Company either accrued or paid interest of $<span id="xdx_90A_eus-gaap--InterestPaid_c20230101__20230930__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_pp0p0" title="Interest paid"><span id="xdx_908_eus-gaap--InterestPaid_c20220101__20220930__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_pp0p0" title="Interest paid">37,500. As of September 30, 2023, the Company has accrued interest of $<span id="xdx_90B_eus-gaap--InterestPayableCurrent_c20230930__us-gaap--TransactionTypeAxis__custom--SharePurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--PickpocketIncMember_pp0p0" title="Accrued Interest">37,500 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 September 30, 2023, the balance due on the advances was $367,000. 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 $<span id="xdx_906_eus-gaap--ProceedsFromLoans_c20230301__20230302__us-gaap--TransactionTypeAxis__custom--RevenuePurchaseAgreementMember__srt--CounterpartyNameAxis__custom--ThirdPartyMember_pp0p0" title="Proceeds from loan">120,000 for which $169,200 will be repaid in 36 weekly installments of $<span id="xdx_90E_eus-gaap--DebtInstrumentPeriodicPayment_c20230301__20230302__us-gaap--TransactionTypeAxis__custom--RevenuePurchaseAgreementMember__srt--CounterpartyNameAxis__custom--ThirdPartyMember_pp0p0" title="Periodic payment">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. As of September 30, 2023, the required payments weren’t being made and the Company was in default. On April 25, 2023, the Company entered into a convertible promissory note with a principal amount of $220,000, of which $200,000 was received in proceeds. The $20,000 on-issuance discount was recorded as a discount to the note and is being amortized to interest expense over the term of the note. The convertible promissory note contains a one-time interest charge of 10% applied on the issuance date to the original principal amount. The principal and interest are due in fixed monthly payments of $26,889 from July 2023 through March 2024. The principal and accrued interest may be converted into shares of the Company’s common stock at a conversion price of $1.50 per share at any time while the note is outstanding. During the nine months ended September 30, 2023, the Company recorded $10,000 in debt discount amortization with $10,000 remaining which will be amortized over the term of the note. As of September 30, 2023, the Company was delinquent in payments and thus the note was considered in default.

0.80

1000000.0

0.05

37500

367000

120000

4700

220000

200000

20000

26889

1.50

10000

NOTE 6 - COMMITMENTS AND CONTINGENCIES Lease The Company leases offices used for operations under a non-cancelable agreement. Rent expense for the nine months ended September 30, 2023 and 2022 was $66,571 and $95,536, respectively. On January 1, 2022, the Company recorded a right of use asset and liability of $104,665. The Company used an effective borrowing rate of 3% which is the annual increase per the lease agreement. 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 nine months ended September 30, 2023, and 2022 the Company accrued or paid either the Chief Executive Officer and/or entities affiliated with the Chief Executive Officer $76,273, and $161,217, respectively which has been classified as officer compensation on the accompanying statements of operations. As of September 30, 2023, amounts due to the Chief Executive Officer were $40,000 and included within accrued liabilities on the accompanying balance sheet. See Notes 5 and 7 for additional transactions with the related party.

66571 95536

104665

0.03

76273

161217

40000

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 nine months ended September 30, 2022 the Company sold <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220101__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pdd" title="Number of stock sold">812,482 shares of common stock to various investors at $1.50 per share resulting in gross proceeds of $<span id="xdx_90E_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20220101__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Proceeds from issuance of common stock">1,263,713. Offering costs related to the sale of these shares amounted to $<span id="xdx_901_ecustom--OfferingCosts_c20220101__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Offering costs">28,685 As of September 30, 2022, there were <span id="xdx_90C_eus-gaap--StockholdersEquityNoteSubscriptionsReceivable_iI_pp0p0_do_c20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_zIY3waj1Wjdb" title="Subscriptions receivable">no subscriptions receivable related to these sales. During the nine months ended September 30, 2022, the Company issued <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220101__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--TwoEmployessMember_pdd" title="Common shares issued for services, shares">400,000 shares of common stock to two employees for services rendered. The Company recorded $<span id="xdx_903_eus-gaap--ShareBasedCompensation_c20220101__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--TwoEmployessMember_pp0p0" title="Stock-based compensation">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. During the nine months ended September 30, 2023, the Company sold <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20230101__20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pdd" title="Number of stock sold">130,000 shares of common stock at prices ranging from $<span id="xdx_909_eus-gaap--SharePrice_c20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember__srt--RangeAxis__srt--MinimumMember_pdd" title="Share price">1.00 to $<span id="xdx_90B_eus-gaap--SharePrice_c20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember__srt--RangeAxis__srt--MaximumMember_pdd" title="Share price">2.50 per share resulting in proceeds of $<span id="xdx_908_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20230101__20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Proceeds from issuance of common stock">175,000. In connection with the sale, the Company issued warrants to purchase 175,000 shares of common stock at exercise prices ranging from $<span id="xdx_903_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_c20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember__srt--RangeAxis__srt--MinimumMember_pdd" title="Exercise price">3.00 - $<span id="xdx_901_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_c20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember__srt--RangeAxis__srt--MaximumMember_pdd" title="Exercise price">5.00. The warrants vested upon issuance and expire in two <span id="xdx_908_eus-gaap--WarrantsAndRightsOutstandingTerm_iI_dtY_c20230930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_zqoexwb1jwK2" style="display: none" title="Expiry term">2 years.

1000000

0.001

The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote.

0.001

560000

50000000

0.001

812482

1.50

1263713

28685

400000

600000

130000

1.00

2.50

175000

3.00

5.00

P2Y

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.

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1000000 200000 200000 104665 557052

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. 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; width: 7%; text-align: justify">Level 1</td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; width: 92%; text-align: justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Level 2</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">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.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Level 3</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Pricing inputs that are generally unobservable inputs and not corroborated by market data.</td></tr> </table> 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.

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.

250000

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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; width: 7%; text-align: justify">Level 1</td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; width: 92%; text-align: justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Level 2</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">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.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Level 3</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify">Pricing inputs that are generally unobservable inputs and not corroborated by market data.</td></tr> </table> 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.

P5Y

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.

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.

-4344532

-2036911

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: <table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock_zyz4Wlz61w2j" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - FINANCIAL STATEMENT ELEMENTS (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="vertical-align: top; text-align: left">Schedule of Future Minimum Rental Payment</td><td> </td> <td style="text-align: left"> </td><td id="xdx_491_20211231_zJQmrEhG75X1" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left; font-weight: bold; vertical-align: top">Years ending December 31,:</td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left; vertical-align: top"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pp0p0_maLOLLPz5Fp_z1lHgMgSSnVh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="vertical-align: top; width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">43,908</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pp0p0_maLOLLPz5Fp_zRVe5ghq3z3b" style="vertical-align: bottom; background-color: White"> <td style="vertical-align: top; text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,278</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_ecustom--ImputedInterest_iNI_pp0p0_di_msLOLLPz5Fp_zBJGOmd7Dpz" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="vertical-align: top; text-align: left; padding-bottom: 1.5pt">Imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,554</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_pp0p0_mtLOLLPz5Fp_zX7Juu3Mqam9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 3.5pt; vertical-align: top"> Total</td><td style="padding-bottom: 3.5pt"> </td> <td style="border-bottom: Black 3.5pt double; text-align: left">$</td><td style="border-bottom: Black 3.5pt double; text-align: right">64,632</td><td style="padding-bottom: 3.5pt; text-align: left"> </td></tr> </table>

50000

43527 22750

104665

0.03

<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock_zyz4Wlz61w2j" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - FINANCIAL STATEMENT ELEMENTS (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="vertical-align: top; text-align: left">Schedule of Future Minimum Rental Payment</td><td> </td> <td style="text-align: left"> </td><td id="xdx_491_20211231_zJQmrEhG75X1" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left; font-weight: bold; vertical-align: top">Years ending December 31,:</td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left; vertical-align: top"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pp0p0_maLOLLPz5Fp_z1lHgMgSSnVh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="vertical-align: top; width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">43,908</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pp0p0_maLOLLPz5Fp_zRVe5ghq3z3b" style="vertical-align: bottom; background-color: White"> <td style="vertical-align: top; text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,278</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_ecustom--ImputedInterest_iNI_pp0p0_di_msLOLLPz5Fp_zBJGOmd7Dpz" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="vertical-align: top; text-align: left; padding-bottom: 1.5pt">Imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,554</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_pp0p0_mtLOLLPz5Fp_zX7Juu3Mqam9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 3.5pt; vertical-align: top"> Total</td><td style="padding-bottom: 3.5pt"> </td> <td style="border-bottom: Black 3.5pt double; text-align: left">$</td><td style="border-bottom: Black 3.5pt double; text-align: right">64,632</td><td style="padding-bottom: 3.5pt; text-align: left"> </td></tr> </table>

43908

22278

1554

64632

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.

50000

10000

0.80

1000000.0

0.05

50000

193739 246645

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.

181078

217568

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 <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember__srt--CounterpartyNameAxis__custom--VariousInvestorsMember_pdd" title="Number of stock sold">260,000 shares of Series B preferred stock to various investors at $2.50 per share resulting in gross proceeds of $<span id="xdx_906_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember__srt--CounterpartyNameAxis__custom--VariousInvestorsMember_pp0p0" title="Proceeds from sale of stock">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 <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock shares issued for services">740,000 shares of common stock and <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_pdd" title="Stock shares issued for services">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 $<span id="xdx_909_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Proceeds from Issuance of Common Stock">1,265,615. Offering costs related to the sale of these shares amounted to $<span id="xdx_904_ecustom--OfferingCosts_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Offering costs">28,685 As of December 31, 2022, there were <span id="xdx_903_eus-gaap--StockholdersEquityNoteSubscriptionsReceivable_iI_pp0p0_do_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_z2yjrkfTgok8" title="Subscriptions receivable">no subscriptions receivable related to these sales. During the year ended December 31, 2021, the Company sold <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210101__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pdd" title="Number of stock 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 $<span id="xdx_907_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20210101__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Proceeds from Issuance of Common Stock">1,412,050. Offering costs of $<span id="xdx_902_ecustom--OfferingCosts_c20210101__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_pp0p0" title="Offering costs">68,499 were offset against the gross proceeds. As of December 31, 2021, there was a subscription receivable of $<span id="xdx_90C_eus-gaap--StockholdersEquityNoteSubscriptionsReceivable_iI_pp0p0_c20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__srt--TitleOfIndividualAxis__custom--VariousInvestorsMember_zeEgwltl0uZ3" title="Subscriptions receivable">1,500 related to these sales.

1000000

0.001

The holder of the Series A preferred stock is entitled to 80% of all voting rights available at the time of any vote.

260000

0.001

560000

260000

2.50

650000

400000

200000

50000000

0.001

443143

451081

557054

235375

740000

300000

1810000

1.50

1265615

28685

984701

0.50

1.50

1412050

68499

1500

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.

1205000

643000

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.