Specificity, Inc 10-K for FY2022

Specificity, Inc. (SPTY)

10-K 2023-03-30 For: 2022-12-31

Added on April 06, 2026

About this 10-K

Specificity, Inc filed this 10-K on March 30, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.15M; up 53.3% from $749.01K a year earlier
Net loss: $4.34M; compared with a net loss of $2.38M a year earlier

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Nevada		85-4017786
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

PART I

Item 1.	Business	2

Item 2.	Properties	11

Item 3.	Legal Proceedings	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21

Item 9A.	Controls and Procedures	21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	23

Item 11.	Executive Compensation	25

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26

Item 13.	Certain Relationships and Related Transactions, and Director Independence	26

Item 14.	Principal Accounting Fees and Services	27

PART IV

Item 15.	Exhibits and Financial Statement Schedules	28

SIGNATURES		29

Years ending December 31,:

2023		43,908
2024		22,278
Imputed interest		(1,554	)
	$	64,632

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.

	-	The Company has 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.

	-	An outside consultant assists in the preparation of the annual and quarterly financial statements and partners with the Company to ensure compliance with US GAAP and SEC disclosure requirements.

	-	Outside counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.

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

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

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

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

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

Exhibit Number	Description of Exhibit	Filed

3.1	Articles of Incorporation filed November 25, 2020	Form S-1 Filed June 23, 2021

3.2	Bylaws dated November 25, 2020	Form S-1 Filed June 23, 2021

3.3	Designation of Series A Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021

3.4	Designation of Series B Preferred Stock filed May 14, 2021	Form S-1 Filed June 23, 2021

10.1	Pickpocket, Inc. Purchase Agreement	Form S-1 Filed June 23, 2021

10.2	Promissory Note issued to Jason Wood	Form S-1 Filed June 23, 2021

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein

32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herein

32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herein

101.INS	XBRL Instance

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation

101.DEF	XBRL Taxonomy Extension Definition

101.LAB	XBRL Taxonomy Extension Labels

101.PRE	XBRL Taxonomy Extension Presentation

	Specificity, Inc.

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

Date: 3/30/2023	By:	/s/ Jason Wood
	Name:	Jason Wood
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Signature		Title

/s/ Jason Wood		President, Chief Executive Officer, Secretary,
Jason Wood		Chief Financial Officer, Treasurer, Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

/s/ Kevin Frisbie		Director
Kevin Frisbie

/s/ William Anderson		Chief Operations Officer, Director
William Anderson

	Pages
Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statement of Stockholders’ Equity (Deficit)	F-5

Statement of Cash Flows	F-6

Notes to the Financial Statements	F-7


	As of December 31, 2022			As of December 31, 2021
Assets:
Current assets
Cash and cash equivalents	$	22,818		$	637,841
Accounts receivable		8,182			-
Prepaid expenses and other current assets		235,375			6,851
Total current assets		266,375			644,692

Property and equipment, net		70,722			70,423
Right of use asset		64,632			-

Total assets	$	401,729		$	715,115

Liabilities and Stockholders’ Deficit:
Current liabilities:
Account payable	$	93,867		$	24,511
Accrued liabilities		37,828			70,423
Related party advances		193,739			-
Right of use liability		43,909			-
Total current liabilities		369,343			94,934

Long term liabilities -
Related party notes payable		1,000,000			1,000,000
Right of use liability, net of current portion		20,723			-

Total liabilities		1,390,066			1,094,934

Commitments and contingencies

Stockholders’ Deficit:
Preferred stock, Series A; $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2022 and 2021		1,000			1,000
Preferred stock, Series B; $0.001 par value; 560,000 and 260,000 shares authorized; 560,000 and 260,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively		1,400,000			650,000
Common stock, $0.001 par value; 50,000,000 shares authorized, 10,652,584 and 8,654,701 shares issued and outstanding as of December 31, 2022 and 2021, respectively		10,652			8,655
Additional paid-in capital		4,401,413			1,418,896
Subscriptions receivable		-			(1,500	)
Accumulated deficit		(6,801,402	)		(2,456,870	)
Total stockholders’ deficit		(988,337	)		(379,819	)
Total liabilities and stockholders’ deficit	$	401,729		$	715,115


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Revenue, net	$	1,148,246		$	749,012
Cost of revenues		592,102			372,455
Gross profit		556,144			376,557

Operating expenses:
Sales and marketing		140,419			33,246
General and administrative expenses, including stock based compensation of $2,264,081 and $0, respectively		4,528,637			1,257,148
Officer compensation		181,078			1,417,568
Total operating expenses		4,850,134			2,707,962

Loss from operations		(4,293,990	)		(2,331,405	)

Other income (expense):
Interest expense		(50,542	)		(50,000	)
Total other income (expense)		(50,542	)		(50,000	)

Net loss	$	(4,344,532	)	$	(2,381,405	)

Basic and diluted net loss per common share attributable to common stockholders	$	(0.45	)	$	(0.30	)
Weighted-average number of shares used in computing basic and diluted per share amounts		9,754,075			7,889,252


	Preferred Stock, Series A				Preferred Stock, Series B				Common Stock				Additional			Subscription			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Receivable			Deficit			Equity (Deficit)
Balance, December 31, 2020		1,000,000.00	$	1,000		260,000	$	650,000		7,670,000	$	7,670	$	76,330		$	(422,500	)	$	(75,465	)	$	237,035

Issuance of common stock for cash		-		-		-		-		984,701		985		1,411,065			21,000			-			1,433,050
Issuance of preferred stock for cash		-		-		-		-		-		-		-			200,000			-			200,000
Removal of subscription to reflect proceeds paid to related entity		-		-		-		-		-		-		-			200,000			-			200,000
Offering costs		-		-		-		-		-		-		(68,499	)		-			-			(68,499	)
Net income		-		-		-		-		-		-		-			-			(2,381,405	)		(2,381,405	)
Balance, December 31, 2021		1,000,000	$	1,000		260,000	$	650,000		8,654,701	$	8,655	$	1,418,896		$	(1,500	)	$	(2,456,870	)	$	(379,819	)

Issuance of common stock for cash		-		-		-		-		814,740		814		1,264,801			1,500			-			1,267,115
Offering costs		-		-		-		-		-		-		(28,685	)		-			-			(28,685	)
Stock based compensation		-		-		300,000		750,000		1,183,143		1,183		1,746,401			-			-			2,497,584
Net income		-		-		-		-		-		-		-			-			(4,344,532	)		(4,344,532	)
Balance, December 31, 2022		1,000,000	$	1,000		560,000	$	1,400,000		10,652,584	$	10,652	$	4,401,413		$	-		$	(6,801,402	)	$	(988,337	)


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,344,532	)	$	(2,381,405	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,264,081			-
Depreciation		9,982			719
Acquistion of Pick Pocket and subscription payable treated as officer compensation		-			1,200,000
Changes in operating assets and liabilities:
Accounts receivable		(8,182	)		7,250
Prepaids and other current assets		4,979			(6,851	)
Accounts payable		69,356			3,490
Accrued liabilities		(32,595	)		70,423
Net cash used in operating activities		(2,036,911	)		(1,106,374	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(10,281	)		(21,142	)
Net cash used in investing activities		(10,281	)		(21,142	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscription receivables		-			221,000
Payments on notes payable		-			(30,000	)
Advances from related party		193,739			-
Payment of deferred offering costs		-			(54,801	)
Proceeds from sale of common stock		1,238,430			1,412,050
Net cash provided by financing activities		1,432,169			1,548,249

Change in cash and cash equivalents		(615,023	)		420,733
Cash and cash equivalents, beginning of period		637,841			217,108
Cash and cash equivalents, end of period	$	22,818		$	637,841

Supplemental disclosures of cash flow information:
Cash paid for interest	$	50,542		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Issuance of a related party notes payable for Pick Pocket	$	-		$	1,000,000
Subscription receivable treated as officer compensation	$	200,000		$	200,000
Right of use asset and liability	$	104,665
Prepaid through issuance of common stock	$	557,052

Schedule of Future Minimum Rental Payment
Years ending December 31,:

2023		43,908
2024		22,278
Imputed interest		(1,554	)
Total	$	64,632