UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) | |
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
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SPECIFICITY, INC
TABLE OF CONTENTS
(UNAUDITED)
F-1
SPECIFICTY, INC.
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
F-2
SPECIFICITY, INC
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
| MARCH 31, 2024 | DECEMBER 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use asset | ||||||||
| Intangibles, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Working capital funding loans | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll and taxes | ||||||||
| Deferred revenue | ||||||||
| Accrued interest payable - related party | ||||||||
| Convertible note payable, net of discount | ||||||||
| Current portion of operating lease liability | ||||||||
| Related party advances | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Related party notes payable (Pickpocket) | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 11) | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, Series A, $ par value; shares authorized; shares issued and outstanding were as of March 31, 2024 and December 31, 2023, respectively | ||||||||
| Preferred stock, Series B, $ par value; shares authorized; shares issued and outstanding were as of March 31, 2024 and December 31, 2023, respectively | ||||||||
| Common stock, $ par value; shares authorized issued and outstanding were as of March 31, 2024 and as of December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the financial statements.
F-3
SPECIFICITY, INC
STATEMENT OF OPERATIONS
(EXPRESSED IN U.S. DOLLARS)
| THREE MONTHS END | ||||||||
| MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Revenues, net | $ | $ | ||||||
| Cost of services | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Sales and marketing | ||||||||
| Capital raise promotion expense | ||||||||
| General and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other expense: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense - related party | ( | ) | ( | ) | ||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Loss on termination of lease liability | ( | ) | ||||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares outstanding | ||||||||
See accompanying notes to the financial statements.
F-4
SPECIFICITY, INC
STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN U.S. DOLLARS)
| Additional | ||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| (Three Months Ended March 31, 2023) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issued in connection with S1 offering | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| (Three Months Ended March 31, 2024) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issued in partial convertible note conversion | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued in exchange for services rendered | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to the financial statements.
F-5
SPECIFICITY, INC
STATEMENTS OF CASH FLOWS
(EXPRESSED IN U.S. DOLLARS)
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization of intangibles | ||||||||
| Loss on extinguishment of debt | ||||||||
| Loss on termination of operating lease | ||||||||
| Changes in operating liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Accrued interest payable | ||||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Accrued interest payable - related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from working capital loans | ||||||||
| Repayments of working capital loans | ( | ) | ( | ) | ||||
| Principal repayments under operating lease obligations | ( | ) | ||||||
| Advances from related party | ||||||||
| Proceeds from sale of common stock (S-1) | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued in exchange for services rendered | $ | $ | ||||||
| Common stock issued in partial convertible note conversion | $ | $ | ||||||
See accompanying notes to the financial statements.
F-6
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Specificity, Inc. (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on November 25, 2020 (“Inception”). The Company’s principal headquarters is located at 8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL 34202.
The Company is a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. The Company’s digital marketing solutions focus on Business to Business (“B2B”) and Business to Consumer (“B2C”) consumer markets and give small and medium sized businesses a fair chance to capture online traffic. The Company’s underlying technology solution utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. The Company also implements intuitive ad sequencing, audience ID technology, Artificial Intelligence (“AI”) integration, saturation modeling, conversion funneling, Customer Relationship Management (“CRM”) integration, traffic resolution, and comprehensive analytics reporting.
The Company’s digital marketing capabilities were acquired through organic development in-house and through its efforts as a tech incubator and early adopter of innovative marketing tools. The Company principally generates revenue from its primary digital marketing solution; however, it has three other digital marketing solutions for which development is in varying stages of completion and/or waiting to be deployed to the marketplace. Refer to Note 3 – Revenue from Contracts with Customers for additional discussion about our digital marketing solution offerings.
NOTE 2 – GOING CONCERN
The Company is a development stage corporation. The Company has performed an annual assessment of its ability to continue as a going concern as required under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU No. 2014-15”) and concluded that the ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenues and raise additional funds to implement its full business plan.
The Company’s unaudited financial statements
have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations and liquidation of liabilities
in the normal course of business. As reflected in the financial statements, the Company has $
The Company’s ability to raise additional
equity capital has been delayed due to the SEC’s enforcement proceedings against its former audit firm BF Borgers CPA PC and its
owner, Benjamin F. Borgers, where in the SEC charged them with deliberate and systematic failures to comply with PCOB standards in their
audits and reviews of hundreds of public companies, which were incorporated in more than 1,500 SEC filings from January 2021 through June
2023. As a result, the Company was unable to complete and file its 2024 annual report and 2024 quarterly reports in a timely manner. In
the interim, the Company raised capital through short term bridge loans and also entered into a 24-month Strata Purchase Agreement (“Strata
Agreement”) with a private investor who committed to purchase up to $
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (”SEC”). Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP 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 unaudited interim financial statements have been included. Such adjustments consist of normal recurring adjustments. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023. The results of operations for the three month period ended March 31, 2024 are not indicative of the results that may be expected for the full year.
Reportable Operating Segments
The Company operates its digital marketing business as a single segment business. We consider a combination of factors when evaluating the composition of potential reportable segments, including the results regularly provided to our Chief Executive Officer, who is our chief operating decision maker (“CODM”), economic characteristics of our digital marketing services offered, classes of clients (when applicable), geographic considerations (e.g. United States versus the rest of the world), and regulatory environment considerations (if applicable). There was no change in the Company’s determination that it operates a single segment business.
F-7
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Use of Estimates
The preparation of 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of share-based compensation, embedded derivatives within convertible note issuances, and allowance against deferred tax assets.
Prior Year Presentation
Certain prior year amounts in the statement of operations have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Revenue from Contracts with Customers
The Company’s performance obligation associated
with digital marketing solutions generally consist of the promise to deliver digital marketing services. Digital marketing solutions are
delivered as a service and as such the performance obligation is complete once marketing tools or solutions are made available to the
customer, or as determined by the specific terms of the contract, if applicable. The Company charges its clients a fixed monthly retainer
for its services and such retainer is automatically renewed on a monthly basis on the first of the month unless cancelled by the client
in accordance with the terms of the service agreement. If any customer pays for digital marketing services in advance, those payments
are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are delivered. As of March 31,
2024, the Company had
The Company’s standard sales terms generally do not generally allow for a right of return due to the nature of digital marketing services. After completion of the Company’s performance obligation, there is an unconditional right to consideration as outlined in the contract. Revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied.
The Company offers three digital marketing solutions within its single segment business.
| 1. | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| 2. | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for small and medium-sized businesses (SMBs). Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| 3. | Pickpocket - DIY Digital Marketing Platform for Small Business Owners. Pickpocket is a do-it-yourself (DIY) digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pickpocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. Although fully developed, Pick Pocket has not yet generated revenue, presenting an opportunity for future monetization strategies, including subscriptions, performance-based pricing, or value-added services. |
Adhoc marketing services are available on a fee for service basis and include email marketing, automated marketing, content marketing, social media content creation, digital production marketing, branding standards, logo creation, website creature, brochure creation, print marketing, targeted print campaigns, Google and Bind display ads, Google and Bing pay per click campaigns, Google local service ads, Test (SMS) campaigns, search engine optimization, blog creation, voice marketing, radio commercial creation, influencer marketing collaboration and proximity marketing.
Concentration of Credit Risk
Cash and cash equivalents are maintained at financial
institutions and, at times, balances may exceed federally insured limits of $
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. |
F-8
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments.
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. See Note 10 for additional information.
New Accounting Pronouncements
On January 1, 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. There was no material impact upon adoption of this ASU as the Company’s operates a single segment business.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASC is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASC guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new ASU on its financial statements.
On January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The FASB issued ASU 2020-06 in August 2020 which, among other things, simplifies the accounting for convertible instruments and contracts in an entity’s own equity and amends the diluted EPS computation for these instruments. This ASU is effective for fiscal years beginning after December 15, 2023, for smaller reporting companies. Earlier adoption is permitted but not earlier than December 15, 2020. The Company adopted ASU 2020-06 during the first quarter of 2024 on a modified retrospective basis. There was no material impact upon adoption of this ASU as the Company’s did not previously record any beneficial conversion features in connection with its convertible note issued in 2023.
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company, except for those cited above.
NOTE 4 – RELATED PARTY TRANSACTIONS
Employment Agreements
On January 1, 2021, the Company entered into a
1-year employment agreement (“Agreement”) with Mr. Jason Wood, the Company’s Chief Executive Officer (“CEO”).
The Agreement renews automatically on an annual basis. If the CEO is terminated without cause, then the remaining current contract year
shall be paid upon termination. The Company currently pays the CEO’s personal living expenses in lieu of a direct salary. During
the three month period ended March 31, 2024 and 2023, the Company paid compensation totaling approximately $
F-9
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Related Party Notes Payable (Pickpocket)
On January 13, 2021, the Company entered into
a share purchase agreement with the Company’s CEO to acquire an
Executive Officer Advances to the Company (Related Party Advances)
The Company’s CEO
provided unsecured credit advances to the Company to fund payroll and digital marketing platform operating costs in between financing
rounds. These advances do not incur interest and are due on demand. As of March 31, 2024 and December 31, 2023, cumulative unpaid credit
advances were $
NOTE 5 – DEBT AGREEMENTS
Working Capital Funding Loans
The Company finances short term working capital requirements in between capital raises by entering into secured borrowing agreements for which future receivables are pledged to repay these short-term obligations. Funding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the CEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the financing has been repaid in full. Future sales of revenues are not within the scope of ASC 860 (Transfers and Servicing of Financial Assets), as such these arrangements are accounted for under ASC 470 (Debt) as short term working capital loans. Accordingly, these working capital funding loans are reported current liabilities on the balance sheets. Upon receipt of financing proceeds the Company recognizes a liability equal to the loan proceeds received and accrued interest payable equal to the spread between total agreed upon repayments and the cash loan proceeds. Working capital funding loans consisted of the following:
| MARCH 31, 2024 | DECEMBER 31, 2023 | |||||||
| (Unaudited) | ||||||||
| NewCo Capital Group Future Revenue Purchase Agreement dated March 3, 2023 (1) | $ | $ | ||||||
| Parkside Funding Group LLC Revenue Purchase Agreement dated August 3, 2023 (2) | ||||||||
| Funding Futures Revenue Purchase Agreement dated February 27, 2024 (3) | ||||||||
| Total working capital funding loans | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
F-10
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Convertible Note Agreement
On April 25, 2023, the
Company entered into Securities Purchase Agreement (“SPA Agreement”) with a third party to obtain bridge financing. Pursuant
to the SPA Agreement, the Company entered into an unsecured 9-month (“Note Term”) convertible promissory note (“Convertible
Note”) with a principal amount of $
Convertible Note was classified as current and was comprised as follows:
| MARCH 31, 2024 | DECEMBER 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Convertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024 and currently in default (1) | $ | $ | ||||||
| Deduct: Unamortized Original Issue Discount (2)(3)(4) | ( | ) | ||||||
| Convertible Note principal balance payable | ||||||||
| Add: Convertible Note interest payable (5) | ||||||||
| Total Convertible Note payable | $ | $ | ||||||
| Total Convertible Note payable at maturity | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
NOTE 6 – OPERATING LEASE RIGHT OF USE ASSET AND LIABILITY
On May 1, 2021, the Company entered into a
F-11
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
The net amount of assets related to operating lease right of use asset was as follows:
| MARCH 31, 2024 | DECEMBER 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Operating lease: | ||||||||
| Right of use asset | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ||||||
| Right of use asset, net | $ | $ | ||||||
The net amount of liabilities related to operating lease right of use asset was as follows:
| MARCH 31, 2024 | DECEMBER 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Operating lease: | ||||||||
| Operating lease liability | $ | $ | ||||||
| Less: Current portion | ( | ) | ||||||
| Lease liability, net of current portion | $ | $ | ||||||
The components of operating lease right of use asset was as follows:
| THREE MONTHS END | ||||||||
| MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Operating lease cost: | ||||||||
| Amortization of right of use assets | $ | $ | ||||||
| Interest on operating lease liability | ||||||||
| Total operating lease costs | $ | $ | ||||||
Operating lease right of use asset cash flow information was as follows:
| THREE MONTHS END | ||||||||
| MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
NOTE 7 – INCOME TAXES
The Company’s effective tax rate is
NOTE 8 – CAPITAL STRUCTURE
During the three month period ended March 31, 2024, there were no equity transactions that could result in a change in control of the Company which would trigger any conversion provision contained within the Company’s Convertible Note, Series A or B preferred stock agreements. The following is a description of the Company’s equity instruments and changes during the quarter reporting periods:
F-12
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Series A Preferred Stock
The Company is authorized to issue million shares
$ par value Series A preferred stock (“Series A”).
Series B Preferred Stock
The Company was authorized to issue shares $ par value Series B preferred stock (“Series B”). In September 2022, the Company increased the Series B preferred stock authorized shares to . The holder of Series B preferred stock do not have any voting rights. In the event of liquidation or dissolution of the Company, the holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert each share of Series B on a prorate basis of exactly ten (10) percent of the issued and outstanding common stock of the Company. The ultimate redemption value of Series B Preferred stock is tied to the value of the Company’s common stock.
In 2020, the Company issued shares of
Series B preferred stock for no additional consideration at a fair value of $
There were no changes in Series B shares during the three month period ended March 31, 2024 and 2023.
Common Stock
As of March 31, 2024, the Company had million
authorized shares of common stock with a par value of $, of which were issued and outstanding.
As of March 31, 2024 and December 31, 2023, Company
insiders held in aggregate 7.46 million shares of common stock, respectively. The Company’s CEO controls approximately
Strata Purchase Agreement
On November 29, 2023, the Company entered into
a
Share-Based Compensation
During the three month periods ended March 31, 2024 and 2023, the Company did not issue any share based compensation to employees. The Company did not adopt stock option incentive plan or issue any stock options or other service based awards to any employee, advisor or consultant during the three month periods ended March 31, 2024 or 2023. During the three month period ended March 31, 2024, the Company issued shares of common stock in partial satisfaction of amounts owed to its capital raise consultants. During the three month period, the Company did not issue any shares of common stock to its capital raise consultants.
Warrants to Purchase Common Stock
On October 1, 2021, the Company issued
F-13
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
On April 25, 2023, the Company issued
The table below summarizes the status of warrants outstanding and exercisable as follows:
| Warrants | Weighted Average Exercise Price | |||||||
| Warrants outstanding, January 1, | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Warrants outstanding, March 31, | $ | |||||||
| Warrants exercisable, March 31, | $ | |||||||
The Company reported a net loss during the three month periods ended March 31, 2024 and 2023, as such, the inclusion of potentially dilutive securities in the computation of Diluted EPS would be anti-dilutive. Potentially dilutive securities excluded from the computation of diluted EPS was as follows:
| THREE MONTHS ENDED MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| Convertible Note (see Note 5) | ||||||||
| Series A Preferred (see Note8) | ||||||||
| Series B preferred stock (see Note 8) | ||||||||
| Detachable common stock warrants (see Note 8) | ||||||||
| Total anti-dilutive securities excluded from diluted weighted average common shares | ||||||||
The above potentially diluted securities were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, it is possible that the Company may be the subject of lawsuits and claims from time to time. The Company’s management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that a probable and material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in the financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company is not currently party to any pending or threatened litigation in connection with its principal business activities.
NOTE 12 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to the three month period ended March 31, 2024, to the date these financial statements were issued, and determined that the following were material subsequent events to disclose in these financial statements.
F-14
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
| · | On May 3, 2024, the Company become aware of an enforcement proceeding settlement between the U.S. Securities and Exchange Commission (“SEC”) and its auditing firm BF Borgers. The SEC’s enforcement proceedings against audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, charged them with deliberate and systematic failures to comply with PCOB standards in their audits and reviews of hundreds of public companies, which were incorporated in more than 1,500 SEC filings from January 2021 through June 2023. It is important to note that BF Borgers’ audit reports on our financial statements for 2022 and 2023 did not contain adverse opinions, and there were no disagreements regarding accounting matters. On July 16, 2024, the Company was forced to move its listing to OTC Alternative Markets in order to maintain its current trading and market maker activity while it searched for a new audit firm and accounting consultant to assist preparation for the 2023 audit and potential reaudit of 2022 as the former auditor BF Borgers audit opinion could no longer be relied upon. The Company’s quarterly and annual filings for 2023 were significantly delayed as a result of this matter. On May 15, 2024, the Company retained CM3 Advisory as its independent registered public accounting firm and engaged them to audit its 2021 opening balances, full year 2022 and 2023. |
| · | On June 18, 2024, the Company entered into a
letter of intent to acquire a technology stack (“Tech Stack”) from Flagd Mobile Corp/HomeQ (“Seller”), an existing
supplier that services companies marketing in the home services space. On November 8, 2024 (“Purchase Date”), the Company
executed an asset purchase agreement to acquire the Tech Stack from Seller in exchange for |
| · | On November 1, 2024, the Company appointed Richard L. Berry, III, as Chief Operating Officer. As COO, Berry will be responsible for overseeing Specificity’s operational strategies and supporting the execution of key initiatives across its core brands: Specificity, Put-Thru, and Intent Buyers. His expertise in business management, coupled with his experience in public offerings and capital markets, will support Specificity's expansion efforts and enhance investor confidence. |
F-15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results
This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2025, and accepted on March 3, 2025.
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Specificity, Inc.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.
Business Overview
At our core we are a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. Our digital marketing solutions focus on B2B and B2C consumer markets and give small and medium sized businesses a fair chance to capture online traffic. Our underlying technology solution utilizes BiToS and MAIDs to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. We also implement intuitive ad sequencing, audience ID technology, AI integration, saturation modeling, conversion funneling, CRM integration, traffic resolution, and comprehensive analytics reporting.
Our digital marketing capabilities were acquired through organic development in-house and through our efforts as a tech incubator and early adopter of innovative marketing tools. Currently, our operations are focused on 3 service offerings within our single segment business.
| · | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for SMBs. Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| · | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| · | PickPocket - DIY Digital Marketing Platform for Small Business Owners. Pick Pocket is a DIY digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pick Pocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. |
We primarily generate revenue through recurring fixed monthly digital services agreements for the vast majority of our clients. We bill for our services at the beginning of each month and our services are completed at the end of the month. We also generate revenue through marketing campaigns for product or service launches and other non-recurring events.
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Results of Operations – Three Months Ended March 31, 2024, as compared to March 31, 2023
Revenues
For the three month period ended March 31, 2024 our revenues increased to $398,861 as compared to $206,361 during the same period last year. The increase in revenues was due to the addition of new digital marketing clients and larger digital marketing campaigns for existing and new clients.
Cost of Revenues
For the three month period ended March 31, 2024 cost of revenues decreased to $114,659 as compared to $125,828 in the same period last year. The decrease in cost of revenues was due to lower digital marketing platform costs to manage our client base.
Operating Expenses
Operating expenses include sales and marketing, capital raise promotion costs, general and administrative, share-based compensation and depreciation and amortization. The primary drivers of operating expenses are sales and marketing and general and administrative expenses (of which professional fees represent more than 50% of the total costs). For the three month period ended March 31, 2024 operating expenses decreased from to $248,621 as compared to $302,324 in the same period last year primarily driven by a reduction in the sale team after the initial growth initiative, partially offset by higher legal, accounting and advisory fees to guide our capital market raise and public company reporting compliance costs. We anticipate higher operating expenses as we continue sales growth initiatives and capital market equity raise activity.
Other Expenses
For the three month period ended March 31, 2024 other expenses increased to $72,061 as compared to $18,559 in the same period last year, primarily due to recognition of extinguishment of debt related to our convertible note conversion rate modification, early termination of our operating lease and working capital funded debt interest costs.
Provision for Income Taxes
For the three month period ended March 31, 2024 there was no provision for income taxes as we had continuing net operating losses. We placed a full valuation allowance on net deferred tax assets.
Net Loss
For the three month period ended March 31, 2024 our net loss decreased to $36,480 as compared to $240,350 in the same period last year. The decrease in quarterly net loss was primarily due to higher net revenues and lower operating expenses as compared to 2023.
Liquidity, Capital Resources, and Off-Balance Sheet Arrangements
We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all. In the short term, we must raise additional capital through debt or equity financing to support our business operations and to grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity to meet minimum operating requirements.
Net Working Capital
At March 31, 2024, we had a net working capital deficit of approximately $861,741 compared to a net working capital deficit of $920,369 at December 31, 2023. Our immediate sources of liquidity include cash and cash equivalents and accounts receivable; however, these cashflows from operations at this stage of our development will not sustain our operations. As shown in our audited financial statements, we have, since inception, financed operations and limited capital expenditures through the sale of stock and convertible notes and working capital funded debt. We relied on proceeds from customer payments and financing activities from the sale of common stock to fund our business operations and growth plans.
We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.
Cash Flows from Operating Activities
Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. For the three month period ended March 31, 2024, net cash used in operations was $33,724 driven primarily by current year operating loss. For the three month period ended March 31, 2023, net cash used in operations was approximately $307,646 driven by an operating loss.
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Cash Flows from Investing Activities
For the three month period ended March 31, 2024 or 2023, there were no inflows or outflows for investing activities.
Cash Flows from Financing Activities
Cash provided by financing activities provides an indication of our debt financing and proceeds from capital raise transactions. For the three month period ended March 31, 2024, net cash used in financing activities was $14,018, primarily due to repayments of working capital funding advances from specialty lenders. For the three month period ended March 31, 2023, cash provided by financing activities was $317,167, primarily due to the proceeds from working capital funding advances from specialty lenders, sale of common stock and proceeds from working capital advances from our CEO, partially offset by repayments under finance lease obligations and partial repayment of working capital funding advances.
Long Term Plans
Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations.
Since inception we have funded our operations primarily through debt and equity financing and we expect that we will continue to fund our operations through equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.
If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition, and operating results, or cease our operations entirely, in which case, you will lose all of your investment.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting.
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the material weaknesses which have caused management to conclude that as of March 31, 2024, our internal controls over financial reporting were not effective as a result of continuing weaknesses principally due to the following:
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| · | We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties. |
| · | We had inadequate document retention policies and procedures to ensure that all financial transactions were maintained and easily accessible. |
| · | We had inadequate policies and procedures related to internal control over financial reporting and as such relied heavily on outside consultants and advisors to assist us in the preparation of the annual and quarterly financial statements and partners with us to ensure compliance with US GAAP and SEC disclosure requirements. |
At such time as we raise additional working capital, we plan to add staff, initiate training, add additional subject matter expertise so that we may improve our processes, policies, procedures, and documentation of our internal control processes.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item. However, please refer to our 2023 Form 10-K as filed with the SEC on February 28, 2025 and accepted on March 3, 2025, to see those Risk Factors listed therein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except for initial founders shares all unregistered shares have since been registered pursuant to the Form S-1 registration statement deemed effective on September 16, 2021, and the Form S-1 registration statement deemed effective on June 1, 2022, and the Form S-1 registration statement deemed effective on September 23, 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | |
| 101.INS* | XBRL INSTANCE DOCUMENT | |
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA | |
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | |
| 101.LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE | |
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Specificity, Inc. | ||
| Date: April 16, 2025 | By: | /s/ Jason Wood |
| Name: | Jason Wood | |
| Title: |
Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) | |
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