{"url_path":"/sec/spty/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K/A Summary**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1840102/0001520138-26-000207-index.html","accession_number":"0001520138-26-000207","cik":"0001840102","ticker":"SPTY","issuer_name":"SPECIFICITY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840102/0001520138-26-000207-index.html","primary_entity_key":"0001840102","primary_entity_name":"SPECIFICITY, INC."},"word_count":12675,"has_tables":true,"body_markdown":"**Item 16. Form 10-K/A Summary**\n\n \n\nNot applicable.\n\n \n\n 27 \n\n[Table of Contents](#toc) \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n**Specificity, Inc.**\n\n \n \n \n\nDate: June 4, 2026\nBy:\n*/s/ Jason Wood*\n\n \nName: \nJason Wood\n\n \nTitle:\n\nChairman of the Board of Directors, & Chief Executive Officer\n\n(Principal Executive Officer)\n\n \n \n \n\nDate: June 4, 2026\nBy:\n*/s/ Jason Wood*\n\n \nName:\nJason Wood\n\n \nTitle:\nChief Financial Officer\n\n(Principal Financial and Accounting Officer)\n\n \n\nIn accordance with the Exchange Act, this report has been signed below\nby the following persons on June 4, 2026 on behalf of the registrant and in the capacities indicated.\n\n \n\n 28 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICTY, INC.**\n\nFINANCIAL STATEMENTS\n\nAS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND\n2024\n\n \n\nINDEX TO FINANCIAL STATEMENTS\n\n \n\n \nPages\n\n \n \n\n[Report of Independent Registered Public Accounting Firm](#a_027)\n[F-1](#a_027)\n\n \n \n\n[Balance Sheets](#a_028)\n[F-2](#a_028)\n\n \n \n\n[Statement of Operations](#a_029)\n[F-3](#a_029)\n\n \n \n\n[Statement of Changes in Stockholders’ Deficit](#a_030)\n[F-4](#a_030)\n\n \n \n\n[Statement of Cash Flows](#a_031)\n[F-5](#a_031)\n\n \n \n\n[Notes to the Financial Statements](#a_032)\n[F-6](#a_032)\n\n \n\n   \n\n[Table of Contents](#toc) \n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM\n\n \n\nTo the Board of Directors and Stockholders of Specificity, Inc.\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheets of Specificity, Inc. (the\nCompany) as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ deficit, and cash\nflows for the years then ended, and the related notes(collectively referred to as the financial statements). In our opinion, the financial\nstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the\nresults of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in\nthe United States of America.\n\n \n\n**Emphasis of a matter – Going concern**\n\n \n\nThe accompanying financial statements have been prepared assuming that\nthe Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring\nlosses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.\nManagement’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments\nthat might result from the outcome of this uncertainty.\n\n \n\n**Emphasis of a matter – Restatement**\n\n \n\nAs discussed in Note 3 to the financial statements, the Company has\nrestated its previously issued financial statements as of and for the year ended December 31, 2025 to correct errors related to unrecorded\nfinancial transactions between December 9, 2025 and December 31, 2025 associated with two new corporate bank accounts and one corporate\ncredit card opened in mid-December 2025. Our opinion is not modified with respect to this matter.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s\nmanagement. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public\naccounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent\nwith respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities\nand Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are\nfree of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an\naudit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal\ncontrol over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material\nmisstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such\nprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits\nalso included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall\npresentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n/s/ CM3 Advisory\n\nSan Diego, California\n\nJune 4, 2026\n\n6866\n\nWe have served as the Company’s auditor since 2024.\n\n \n\n F-1 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nBalance Sheets\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n  \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n(As Restated)  \n  \n\nASSETS\n\nCURRENT ASSETS \n    \n   \n\nCash and cash equivalents \n$1,987  \n$3,413 \n\nPrepaid and other current assets \n 3,750  \n 3,840 \n\n  \n    \n   \n\nTotal current assets \n 5,737  \n 7,253 \n\n  \n    \n   \n\nNONCURRENT ASSETS \n    \n   \n\nProperty and equipment, net \n 367  \n 1,047 \n\nIntangibles, net \n 1,549,497  \n 1,550,996 \n\n  \n    \n   \n\nTOTAL ASSETS \n$1,555,601  \n$1,559,296 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n    \n   \n\n  \n    \n   \n\nCURRENT LIABILITIES \n    \n   \n\nWorking capital funding loans \n$15,982  \n$165,896 \n\nAccounts payable and accrued expenses \n 160,068  \n 173,941 \n\nCredit cards payable \n 5,083  \n - \n\nAccrued payroll, taxes and penalties \n 294,242  \n 233,898 \n\nAccrued interest payable - related party \n 150,000  \n 100,000 \n\nConvertible note payable, net of discount \n 546,010  \n 209,671 \n\nRelated party advances \n 93,394  \n 295,669 \n\n  \n    \n   \n\nTotal current liabilities \n 1,264,779  \n 1,179,075 \n\n  \n    \n   \n\nNON-CURRENT LIABILITIES \n    \n   \n\nRelated-party notes payable (Note 5) \n 1,000,000  \n 1,000,000 \n\n  \n    \n   \n\nTotal non-current liabilities \n 1,000,000  \n 1,000,000 \n\n  \n    \n   \n\nTOTAL LIABILITIES \n 2,264,779  \n 2,179,075 \n\n  \n    \n   \n\nCOMMITMENTS AND CONTINGENCIES (Note 13) \n -  \n - \n\n  \n    \n   \n\nSTOCKHOLDERS’ DEFICIT \n    \n   \n\nPreferred stock, Series A, $0.001 par value; 1,000,000 shares   authorized; shares issued and outstanding were 1,000,000,    respectively \n 1,000  \n 1,000 \n\nPreferred stock, Series B, $0.001 par value; 560,000 shares   authorized; shares issued and outstanding were 560,000,   respectively \n 450,260  \n 450,260 \n\nCommon stock, $0.001 par value; 50,000,000 shares authorized   issued and outstanding were 15,306,108 and   13,539,544, respectively \n 15,306  \n 13,539 \n\nStock Subscription \n -  \n (32,720)\n\nAdditional paid-in capital \n 7,460,215  \n 7,030,034 \n\nAccumulated deficit \n (8,635,959) \n (8,081,892)\n\n  \n    \n   \n\nTotal stockholders’ deficit \n (709,178) \n (619,779)\n\n  \n    \n   \n\nTOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT \n$1,555,601  \n$1,559,296 \n\n \n\nThe accompanying notes are an integral part of these\nfinancial statements.\n\n \n\n F-2 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nStatements of Operations\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n  \n    \n   \n\n  \nYEAR ENDED \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n(As Restated)  \n  \n\nRevenues, net \n$1,090,450  \n$991,143 \n\nCost of services \n 650,188  \n 522,715 \n\n  \n    \n   \n\nGross profit \n 440,262  \n 468,428 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nSales and marketing \n 180,769  \n 179,616 \n\nCapital raise promotion expense \n 29,164  \n 29,610 \n\nGeneral and administrative expenses \n 581,930  \n 746,080 \n\nShare-based compensation expense \n 17,178  \n 7,735 \n\nDepreciation and amortization \n 2,179  \n 11,087 \n\n  \n    \n   \n\nTotal operating expenses \n 811,220  \n 974,128 \n\n  \n    \n   \n\nLoss from operations \n (370,958) \n (505,700)\n\nOther expense: \n    \n   \n\nInterest expense \n (133,109) \n (18,910)\n\nInterest expense - related party \n (50,000) \n (50,000)\n\nLoss on extinguishment of debt \n -  \n (11,409)\n\nLoss on termination of operating lease \n -  \n (29,242)\n\n  \n    \n   \n\nTotal other expense \n (183,109) \n (109,561)\n\n  \n    \n   \n\nLoss before provision for income taxes \n (554,067) \n (615,261)\n\nProvision for income taxes \n -  \n - \n\n  \n    \n   \n\nNet loss \n$(554,067) \n$(615,261)\n\n  \n    \n   \n\nBasic and diluted loss per share \n$(0.04) \n$(0.05)\n\n  \n    \n   \n\nBasic and diluted weighted average shares outstanding \n 13,903,693  \n 11,369,799 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\n F-3 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nStatements of Changes in Stockholders’ Deficit\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\n  \n   \n   \n   \n   \n   \n   \nAdditional  \n   \n   \n  \n\n  \nPreferred Stock, Series A  \nPreferred Stock, Series B  \nCommon Stock  \nPaid-In  \nSubscription  \nAccumulated  \n  \n\n  \nIssued  \nAmount  \nIssued  \nAmount  \nIssued  \nAmount  \nCapital  \nReceivable  \nDeficit  \nTotal \n\n  \n   \n   \n   \n   \n   \n   \n(As Restated)  \n   \n(As Restated)  \n(As Restated) \n\nBalances, December 31, 2023 \n 1,000,000  \n$1,000  \n 560,000  \n$450,260  \n 11,216,438  \n$11,216  \n$5,116,403  \n$-  \n$(7,466,631) \n$(1,887,752)\n\nCommon stock issued in partial convertible note conversion \n -  \n -  \n -  \n -  \n 100,000  \n 100  \n 49,900  \n -  \n -  \n 50,000 \n\nCommon stock issued in exchange for services rendered \n -  \n -  \n -  \n -  \n 118,975  \n 119  \n 89,882  \n -  \n -  \n 90,001 \n\nCommon stock issued in connection with 506 offering \n -  \n -  \n -  \n -  \n 293,631  \n 293  \n 219,925  \n (32,720) \n -  \n 187,498 \n\nCommon stock issued as employee share-based compensation \n -  \n -  \n -  \n -  \n 10,500  \n 11  \n 7,724  \n -  \n -  \n 7,735 \n\nCommon stock issued as consideration paid for HomeQ software purchase \n -  \n -  \n -  \n -  \n 1,800,000  \n 1,800  \n 1,546,200  \n -  \n -  \n 1,548,000 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (615,261) \n (615,261)\n\nBalances, December 31, 2024 \n 1,000,000  \n$1,000  \n 560,000  \n$450,260  \n 13,539,544  \n$13,539  \n$7,030,034  \n$(32,720) \n$(8,081,892) \n$(619,779)\n\nCommon stock issued in connection with 506 offering \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 32,720  \n -  \n 32,720 \n\nCommon stock issued in connection with Strata Agreement (As Restated) \n -  \n -  \n -  \n -  \n 500,000  \n 500  \n 59,500  \n -  \n -  \n 60,000 \n\nCommon stock issued in connection with Convertible \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nNote for no consideration \n -  \n -  \n -  \n -  \n 50,000  \n 50  \n 15,470  \n -  \n -  \n 15,520 \n\nCommon stock issued in connection with partial conversion of LGH Convertible Note \n -  \n -  \n -  \n -  \n 100,000  \n 100  \n 49,900  \n -  \n -  \n 50,000 \n\nCommon stock issued in connection with partial conversion of ClearThink Capital Partners LLC Convertible Note \n -  \n -  \n -  \n -  \n 627,510  \n 628  \n 93,122  \n -  \n -  \n 93,750 \n\nCommon stock issued to investor relations consultant in exchange for services rendered \n -  \n -  \n -  \n -  \n 250,681  \n 251  \n 89,749  \n -  \n -  \n 90,000 \n\nCommon stock issued to financial consultant in exchange for services rendered \n -  \n -  \n -  \n -  \n 50,000  \n 50  \n 24,950  \n -  \n -  \n 25,000 \n\nCommon stock issued to employee in lieu of unpaid salary \n -  \n -  \n -  \n -  \n 146,373  \n 146  \n 80,354  \n -  \n -  \n 80,500 \n\nCommon stock issued as employee share-based compensation \n -  \n -  \n -  \n -  \n 42,000  \n 42  \n 17,136  \n -  \n -  \n 17,178 \n\nNet loss (As Restated) \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (554,067) \n (554,067)\n\nBalances, December 31, 2025 \n 1,000,000  \n$1,000  \n 560,000  \n$450,260  \n 15,306,108  \n$15,306  \n$7,460,215  \n$-  \n$(8,635,959) \n$(709,178)\n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\n F-4 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nStatements of Cash Flows\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n  \n    \n   \n\n  \nYEAR ENDED \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n (As Restated)  \n  \n\nCASH FLOWS FROM OPERATING ACTIVITIES: \n    \n   \n\nNet loss \n$(554,067) \n$(615,261)\n\nAdjustments to reconcile net income to net cash used in operating activities: \n    \n   \n\nDepreciation expense \n 680  \n 4,698 \n\nAmortization of intangibles \n 1,499  \n 6,389 \n\nAmortization of original issue discount \n 73,710  \n - \n\nLoss on extinguishment of debt \n -  \n 11,409 \n\nLoss on termination of operating lease \n -  \n 29,242 \n\nShare-based compensation expense \n 17,178  \n 7,735 \n\n  \n    \n   \n\nChanges in operating liabilities: \n    \n   \n\nAccounts receivable \n -  \n 4,000 \n\nPrepaid expenses and other current assets \n 90  \n (465)\n\nAccounts payable and accrued expenses \n 56,213  \n 119,251 \n\nCredit card payable \n \n5,083\n  \n \n-\n \n\nAccrued liabilities \n 140,845  \n 67,597 \n\nAccrued interest payable \n 59,398  \n 6,530 \n\nDeferred revenue \n -  \n (53,000)\n\nAccrued interest payable - related party \n 50,000  \n 50,000 \n\nNet cash used in operating activities \n (149,371) \n (361,875)\n\n  \n    \n   \n\nCASH FLOWS FROM FINANCING ACTIVITIES: \n    \n   \n\nProceeds from working capital funding loans \n -  \n 199,250 \n\nRepayments of working capital funding loans \n (105,000) \n (81,780)\n\nProceeds from convertible promissory note issuance \n 362,500  \n - \n\nAdvances from related party \n 216,250  \n 11,169 \n\nRepayment of related party advances \n (418,525) \n - \n\nProceeds from sale of common stock (Strata) \n 60,000  \n - \n\nProceeds from sale of common stock (506) \n 32,720  \n 187,500 \n\nNet cash provided by financing activities \n 147,945  \n 316,139 \n\n  \n    \n   \n\nNET CHANGE IN CASH AND CASH EQUIVALENTS \n (1,426) \n (45,736)\n\nCASH AND CASH EQUIVALENTS, beginning of period \n 3,413  \n 49,149 \n\nCASH AND CASH EQUIVALENTS, end of period \n$1,987  \n$3,413 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: \n    \n   \n\nCash paid for: \n    \n   \n\nInterest \n$-  \n$- \n\nIncome taxes \n$-  \n$- \n\n  \n    \n   \n\nNON-CASH FINANCING ACTIVITIES: \n    \n   \n\nCommon stock issued in exchange for services rendered \n$115,000  \n$89,999 \n\nCommon stock issued in partial convertible note conversion \n$143,750  \n$50,000 \n\nCommon stock issued in connection with Convertible Note for no consideration \n$15,520  \n$- \n\nCommon stock issued to employees as compensation \n$97,678  \n$7,735 \n\nCommon stock issued as consideration paid for HomeQ \n$-  \n$1,548,000 \n\n \n\nThe accompanying notes are an integral part of these\nfinancial statements.\n\n \n\n F-5 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n**NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION**\n\n \n\nBusiness Overview\n\n \n\nSpecificity, Inc. (hereinafter referred to as the “Company”)\nwas incorporated in the State of Nevada on November 25, 2020 (“Inception”). The Company’s principal headquarters is\nlocated at 8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL 34202.\n\n \n\nThe Company is a full service digital marketing firm that delivers cutting-edge\nmarketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. The Company’s\ndigital marketing solutions focus on Business to Business (“B2B”) and Business to Consumer (“B2C”) consumer markets\nand give small and medium sized businesses a fair chance to capture online traffic. The Company’s underlying technology solution\nutilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces\nreal-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. The Company\nalso implements intuitive ad sequencing, audience ID technology, Artificial Intelligence (“AI”) integration, saturation modeling,\nconversion funneling, Customer Relationship Management (“CRM”) integration, traffic resolution, and comprehensive analytics\nreporting.\n\n \n\nThe Company’s digital marketing capabilities were acquired through\norganic development in-house and through its efforts as a tech incubator and early adopter of innovative marketing tools. The Company\nprincipally generates revenue from its primary digital marketing solution; however, it has three other digital marketing solutions for\nwhich development is in varying stages of completion and/or waiting to be deployed to the marketplace. Refer to *Note 4 – Revenue\nfrom Contracts with Customers* for additional discussion about our digital marketing solution offerings.\n\n \n\n**NOTE 2 – GOING CONCERN**\n\n \n\nThe Company is a development stage corporation. The Company has performed\nan annual assessment of its ability to continue as a going concern as required under Financial Accounting Standards Board (“FASB”)\nAccounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU No.\n2014-15”) and concluded that the ability of the Company to continue as a going concern is dependent upon the Company’s ability\nto increase revenues and raise additional funds to implement its full business plan.\n\n \n\nThe Company’s financial statements have been prepared assuming that\nit will continue as a going concern, which contemplates continuity of operations and liquidation of liabilities in the normal course\nof business. As reflected in the financial statements, the Company has $1,555,601 in assets, and an accumulated deficit and working capital\ndeficit of $8,635,959 and $1,259,022, respectively, as of December 31, 2025, and incurred a net loss and cash used in operations of $554,067\nand $149,371, respectively, for the year ended December 31, 2025. These circumstances raise substantial doubt about the Company’s\nability to continue as a going concern for a period of 12 months from the date of this report. Although the Company has generated revenue\nfrom contracts with customers since its inception, the Company has reported a cumulative net loss due to costs associated with sale growth\ninitiatives and capital raises.\n\n \n\n F-6 \n\n[Table of Contents](#toc) \n\n  \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nIn the interim, the Company raised capital through short term bridge loans\nand also entered into a 24-month Strata Purchase Agreement (“Strata Agreement”) with a private investor who committed to\npurchase up to $5,000,000 of the Company’s registered common stock (see Note 10 – Strata Purchase Agreement). The Company\nbegan to leverage this Strata Agreement to raise equity during the fourth quarter of 2024 and again in the fourth quarter of 2025. The\nCompany intends to leverage this Strata Agreement as necessary to execute its full business plan.\n\n \n\nIn the long run, the ability of the Company to continue as a going concern\nis dependent on its ability to implement the business plan, raise capital, and generate sufficient revenues to generate positive net\nincome and cash flow. There is no guarantee that the Company will ever be able to raise sufficient capital or generate a level of revenue\nto sustain its operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to\ncontinue as a going concern.\n\n \n\n**NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS**\n\n \n\nThe Company has restated its Balance Sheet as of December 31, 2025\nand its Statement of Operations, Statement of Changes in Stockholders’ Deficit and Statement of Cash Flows for the year ended December\n31, 2025, along with certain related notes to such restated financial statements. The Company determined that the restatement was necessary\nafter its financial consultant discovered an inadvertent failure by management to obtain and review certain bank and credit card statements\nassociated with accounts opened in mid-December 2025. The restatement corrects these identified errors in the previously issued Form 10-K.\nIn connection with the identification of these errors, the Company delayed the completion of its Quarterly Report on Form 10-Q for the\nquarter ended March 31, 2026, and filed a Form 12b-25 (Notice of Late Filing) with the Securities and Exchange Commission to provide notice\nof such delay to the SEC and its shareholders. The following table sets forth restatements to specific financial statement line items as of and for the year ended December\n31, 2025:\n\n \n\nBALANCE SHEET RESTATEMENTS\n\nSchedule of financial statement \n    \n    \n   \n\n  \nAs of December 31, 2025 \n\n  \nAs Previously\nReported  \nRestatement\nAdjustments  \nAs Restated \n\nCash and cash equivalents \n$1,784  \n$203  \n$1,987 \n\nCredit card payable \n$-  \n$5,083  \n$5,083 \n\nAccrued payroll, taxes and penalties \n$294,243  \n$(1) \n$294,242 \n\nConvertible note payable, net of discount \n$429,736  \n$116,274  \n$546,010 \n\nRelated party advances \n$93,627  \n$(233) \n$93,394 \n\nAdditional paid-in capital \n$7,500,215  \n$(40,000) \n$7,460,215 \n\nAccumulated deficit \n$(8,555,039) \n$(80,920) \n$(8,635,959)\n\n \n\nSTATEMENT OF OPERATIONS RESTATEMENTS\n\n  \n    \n    \n   \n\n  \nFor the Year Ended December 31, 2025 \n\n  \nAs Previously\nReported  \nRestatement\nAdjustments  \nAs Restated \n\nRevenues, net \n$1,087,950  \n$2,500  \n$1,090,450 \n\nCost of services \n$618,803  \n$31,385  \n$650,188 \n\nSales and marketing \n$164,684  \n$16,085  \n$180,769 \n\nGeneral and administrative expenses \n$561,254  \n$20,676  \n$581,930 \n\nTotal operating expenses \n$774,459  \n$36,761  \n$811,220 \n\nLoss from operations \n$(305,312) \n$(65,646) \n$(370,958)\n\nInterest expense \n$(117,835) \n$(15,274) \n$(133,109)\n\nLoss before provision for income taxes \n$(473,147) \n$(80,920) \n$(554,067)\n\nNet loss \n$(473,147) \n$(80,920) \n$(554,067)\n\n \n\nSTATEMENT OF CASH FLOWS RESTATEMENTS \n\n  \n    \n    \n   \n\n  \nYEAR ENDED\nFor the Year Ended December 31,\n2025 \n\n  \nAs Previously\nReported  \nRestatement\nAdjustments  \nAs Restated \n\nCASH FLOWS FROM OPERATING ACTIVITIES RESTATEMENTS \n    \n    \n   \n\nNet loss \n$(473,147) \n$(80,920) \n$(554,067)\n\nCredits cards payable \n$-  \n$5,083  \n$5,083 \n\nAccrued liabilities \n$140,845  \n$(1) \n$140,844 \n\nAccrued interest payable \n$43,125  \n$16,274  \n$59,399 \n\nAccrued interest payable - related party \n$-  \n$50,000  \n$50,000 \n\nNet cash used in operating activities \n$(289,177) \n$139,806  \n$(149,371)\n\n  \n    \n    \n   \n\nCASH FLOWS FROM FINANCING ACTIVITIES RESTATEMENTS \n    \n    \n   \n\nProceeds from convertible promissory note issuance \n$262,500  \n$100,000  \n$362,500 \n\nRepayment of related party advances \n$(418,292) \n$(233) \n$(418,525)\n\nProceeds from sale of common stock (Strata) \n$100,000  \n$(40,000) \n$60,000 \n\nNet cash provided by financing activities \n$88,178  \n$59,767  \n$147,945 \n\n  \n    \n    \n   \n\nNET CHANGE IN CASH AND CASH EQUIVALENTS \n$(1,629) \n$203  \n$(1,426)\n\nCASH AND CASH EQUIVALENTS, end of period \n$1,784  \n$203  \n$1,987 \n\n \n\n**NOTE 4 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES**\n\n \n\n**Basis of Presentation**\n\n \n\nThe accompanying unaudited financial statements have been prepared in\naccordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is December\n31st.\n\n \n\n**Reportable Operating Segments**\n\n \n\nThe Company operates its digital marketing business as a single segment\nbusiness. We consider a combination of factors when evaluating the composition of potential reportable segments, including the results\nregularly provided to our Chief Executive Officer, who is our chief operating decision maker (“CODM”), economic characteristics\nof our digital marketing services offered, classes of clients (when applicable), geographic considerations (e.g. United States versus\nthe rest of the world), and regulatory environment considerations (if applicable).\n\n** **\n\n**Development Stage Company**\n\n \n\nThe Company is a development stage company as defined in Accounting Standards\nCodification (“ASC”) 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts\non establishing the business and generating sufficient revenue to support its ongoing operations. All losses accumulated since inception\nhave been considered as part of the Company’s development stage activities. The Company has elected to adopt application of Accounting\nStandards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting\nRequirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure\nrequirements of Topic 915.\n\n \n\n F-7 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**Use of Estimates**\n\n \n\nThe preparation of financial statements in conformity with generally accepted\naccounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses\nduring the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the\nvaluation of share-based compensation, embedded derivatives within convertible note issuances, and allowance against deferred tax assets.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all highly liquid investments with original maturities\nof three months or less to be cash equivalents for purposes of these financial statements. The Company had no cash equivalents as of\nDecember 31, 2025 and 2024. Interest-bearing cash deposits maintained by financial institutions in the United States of America are insured\nby the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. Interest bearing deposits in excess of\nFDIC insured limits are uninsured and unrecoverable in the event a financial institution the Company has a deposit relationship with\nbecomes insolvent. The Company manages uninsured deposit risk by 1) investing in government backed securities and holding such investments\nto maturity and 2) investing in a series of certificates of deposit at amounts below the FDIC limit at other financial institutions.\nThe Company had no cash balances in excess of FDIC limits as of December 31, 2025 or 2024.\n\n \n\n**Accounts Receivable and Allowance for Doubtful Accounts**\n\n \n\nAccounts receivable is recorded net of an allowance for doubtful accounts,\nif needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market\nfactors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company\ndoes not have significant accounts receivable due to their billing practices which require upfront payment for services on or before\nthe first of each month. Accordingly, the Company does not expect to have write-offs or adjustments to accounts receivable which could\nhave a material adverse effect on its financial position, results of operations or cash flows as the portion which is deemed uncollectible\nis already taken into account when the revenue is recognized.\n\n** **\n\n**Property and Equipment**\n\n \n\nThe Company’s primary property and equipment consists of office\nequipment. Property and equipment is recorded at historical cost. Expenditures for major additions and betterments are capitalized. Maintenance\nand repairs that do not extend the life of property and equipment are charged to operating expense as incurred. Depreciation of property\nand equipment is computed under the straight line method of depreciation over the assets estimated useful life. Upon sale or retirement\nof equipment, the related cost and accumulated depreciation are removed, and any gain or loss is reflected in the statement of operations\nand cash proceeds, if any, are reflected in the statement of cash flows from investing activities.\n\n \n\n F-8 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**Intangible Assets**\n\n \n\nThe Company’s primary intangible assets consist of website development\ncosts and internally developed software used to deliver digital marketing services. The Company expenses website and internally developed\nsoftware costs incurred during the planning and content development phases of development. The Company expenses hosting costs incurred\nduring all stages of development. The Company capitalizes all costs incurred during active development of the application and infrastructure\nand graphics, including acquired technology stacks. Software related intangible assets are amortized using the straight-line method over\nan estimated economic life of three (3) to five (5) years. The Company’s most significant intangible asset is software acquired\nin connection with the HomeQ technology stack purchase in 2024. The Company will complete the remaining development when additional capital\nis raised to bring the technology to market as intended.\n\n \n\n**Impairment of Long-Lived Assets**\n\n \n\nLong lived assets (including intangible assets) are reviewed by the Company’s\nmanagement when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group\nmay not be recoverable. Recoverability of assets to be held and used in measured by comparing the carrying amount of an asset or asset\ngroup to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an\nasset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying\namount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of\nby sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated.\nThere were no impairments of long lived assets during the year ended December 31, 2025.\n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nThe Company accounts for certain assets and liabilities at fair value.\nThe hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable\nin the market. The Company categorizes each of our fair value measurements in one of these three levels based on the lowest level input\nthat is significant to the fair value measurement in its entirety. These levels are:\n\n \n\n§Level\n1 – inputs are based upon unadjusted quoted prices for identical instruments in active\nmarkets. Level 1 investments include U.S. government securities, common and preferred stock,\nand mutual funds. Level 1 assets and liabilities include those actively traded on exchanges.\nLevel 1 inputs are used to determine the value of shares issued as an inducement in connection\nwith the issuance of convertible debt structures.\n\n \n\n§Level\n2 – inputs are based upon quoted prices for similar instruments in active markets,\nquoted prices for identical or similar instruments in markets that are not active, and model-based\nvaluation techniques (e.g. the Black-Scholes model) for which all significant inputs are\nobservable in the market or can be corroborated by observable market data for substantially\nthe full term of the assets or liabilities. Where applicable, these models project future\ncash flows and discount the future amounts to a present value using market-based observable\ninputs including interest rate curves, credit spreads, foreign exchange rates, and forward\nand spot prices for currencies. Level 2 inputs are used to determine the fair value of preferred\nissued for no consideration if there is a prior market transaction.\n\n \n\n§Level\n3 – inputs are generally unobservable and typically reflect management’s estimates\nof assumptions that market participants would use in pricing the asset or liability. The\nfair values are therefore determined using model-based techniques, including option pricing\nmodels and discounted cash flow models. Level 3 inputs are used to determine the value of\nstock warrants, if applicable.\n\n \n\n F-9 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nThe estimated fair value of certain financial instruments, including accounts\nreceivable, working capital funding loans, accounts payable and accrued expenses, are carried at historical cost basis, which approximates\ntheir fair values because of the short-term nature of these instruments. The Company’s principal transactions subject to fair value\nestimates are share based compensation (Level 1) and stock warrants (Level 2).\n\n \n\n**Convertible Debt**\n\n \n\nThe Company has historically entered into short term convertible debt\nagreements which include additional inducements including stock, warrants and common stock conversion features. Convertible debt issuances\nprovide bridge capital in between equity raises. Conversion features that appear in convertible notes issued by the Company are accounted\nfor as described below:\n\n \n\n·Stock\nConsideration. The Company treats the issuance of shares of common stock in connection\nwith the issuance of convertible debt as a debt discount, which is recorded as a contra-liability\nagainst the debt and amortizes the balance over the life of the underlying debt as amortization\nof debt discount expense which is included in the caption “interest expense”\nin the statement of operations. The offset to contra-liability is recorded as additional\npaid in capital if the stock consideration is not treated as a derivative. The Company determines\nthe value of stock issued in connection with convertible debt based on quoted market prices\nfor the Company’s common stock which is a Level 1 fair value measurement. During the\nyear ended December 31, 2025, the Company did not issue additional consideration to its convertible\nnoteholder. During the year ended December 31, 2024, the Company issued 50,000 shares of\ncommon stock as additional consideration to its convertible noteholder (see Note 7).\n\n \n\n·Warrants.\nThe Company treats the issuance of shares of common stock in connection with the issuance\nof convertible debt as a debt discount, which is recorded as a contra-liability against the\ndebt and amortizes the balance over the life of the underlying debt as amortization of debt\ndiscount expense which is included in the caption “interest expense” in the statement\nof operations. The offset to contra-liability is recorded as additional paid in capital if\nthe stock consideration is not treated as a derivative. The Company determines the value\nof warrants issued in connection with convertible debt using a Black Scholes option pricing\nmodel which is a Level 2 fair value measurement. During the year ended December 31, 2025\nand 2024, there were no warrants issued as an inducement for a convertible debt issuance.\n\n \n\n·Embedded\nDerivatives. If the conversion feature within convertible debt meets the requirements\nto be treated as a derivative, then the Company will estimate the fair value of the convertible\ndebt derivative using the Black Scholes method upon the date of issuance. If the fair value\nof the convertible debt derivative is higher than the face value of the convertible debt,\nthe excess is immediately recognized as interest expense. Otherwise, the fair value of the\nconvertible debt derivative is recorded as a liability with an offsetting amount recorded\nas a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative\nis revalued at the end of each reporting period and any change in fair value is recorded\nas a gain or loss in the statement of operations. The debt discount is amortized through\ninterest expense over the life of the debt. During the year ended December 31, 2025 and 2024,\nthere were no embedded derivatives identified.\n\n \n\nIf the conversion feature does not qualify for derivative treatment, the\nconvertible debt is treated as traditional debt.\n\n \n\n F-10 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n**Warrants**\n\n \n\nThe Company may issue warrants as additional consideration when issuing\nconvertible note financing as a bridge loan in between equity raises. The Company issues detachable freestanding warrants to purchase\ncommon stock for cash. The Company does not issue warrants or other financial instruments indexed to the Company’s stock, change\nof control or any other factor not closely related to the warrant. The Company uses the Black-Scholes option pricing model (“Binomial\nModel”) to value warrants issued in connection with capital raise transactions. The estimated fair value of a warrant is determined\nusing Level 2 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected\nlife, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility\nthat matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield\ncurve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed\nto be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates\nas zero.\n\n** **\n\n**Income Taxes**\n\n \n\nThe Company accounts for income taxes pursuant to the provision of ASC\n740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability\napproach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities\nfor the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.\nA valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that\nthe net deferred asset will not be realized.\n\n \n\nThe Company follows the provision of ASC 740-10 related to Accounting\nfor Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount\nof the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized\nin the financial statements in the period during which, based on all available evidence, management believes it is more likely than not\nthat the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions\ntaken are not offset or aggregated with other positions.\n\n \n\n F-11 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nTax positions that meet the more likely than not recognition threshold\nare measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable\ntaxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should\nbe reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties\nthat would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not\nto be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The federal and state income\ntax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are\nfiled.\n\n \n\nThe Company filed its federal corporate tax returns since inception.\n\n** **\n\n**Revenue from Contracts with Customers**\n\n \n\nThe Company’s performance obligation, associated\nwith digital marketing solutions generally consist of the promise to deliver digital marketing services. Digital marketing solutions\nare delivered as a service and as such the performance obligation is complete once marketing tools or solutions are made available to\nthe customer, or as determined by the specific terms of the contract, if applicable. The Company charges its clients a fixed monthly\nretainer for its services and such retainer is automatically renewed on a monthly basis on the first of the month unless cancelled by\nthe client in accordance with the terms of the service agreement. If any customer pays for digital marketing services in advance, those\npayments are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are delivered. As\nof December 31, 2025 and 2024, the Company had no deferred revenue recorded.\n\n \n\nThe Company’s standard sales terms generally\ndo not generally allow for a right of return due to the nature of digital marketing services. After completion of the Company’s\nperformance obligation, there is an unconditional right to consideration as outlined in the contract. Revenue is recognized when performance\nobligations under the terms of the contracts with customers are satisfied.\n\n \n\nThe Company offers three digital marketing solutions\nwithin its single segment business.\n\n \n\n1.**Tradigital Partners - White-Label\nDigital Marketing Solutions for Ad Agencies.** Tradigital Partners is a specialized\nwhite-label digital marketing service designed exclusively for advertising agencies to partner\ntheir traditional campaigns with digital. This solution allows agencies to expand their service\nofferings by providing cutting-edge digital marketing solutions under their own brand, without\nthe need for in-house expertise or infrastructure.\n\n \n\n2.**Put-Thru - Enterprise-Grade Digital\nMarketing, Scaled for SMBs.** Put-Thru is a digital marketing tech stack designed specifically\nfor small and medium-sized businesses (SMBs). Unlike enterprise-level marketing platforms\nthat require significant investment and expertise, Put-Thru delivers powerful digital advertising\nsolutions at an affordable price point, helping SMBs compete with larger brands.\n\n \n\n3.**Pickpocket - DIY Digital Marketing\nPlatform for Small Business Owners.** Pickpocket is a do-it-yourself (DIY) digital\nmarketing platform built for small business owners who want to take control of their advertising\nefforts while cutting out the waste of audiences that don’t make sense for their product\nor service. Designed for businesses with annual revenues between $500,000 and $5 million,\nPickpocket leverages behavior-based ID technology to help users build ideal customer profiles\nand directly target potential buyers through their mobile devices. The main goal of Pickpocket\nis to directly target your competitors. Although fully developed, Pickpocket has not yet\ngenerated revenue, presenting an opportunity for future monetization strategies, including\nsubscriptions, performance-based pricing, or value-added services.\n\n \n\n F-12 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nAdhoc marketing services are available on a fee for\nservice basis and include email marketing, automated marketing, content marketing, social media content creation, digital production\nmarketing, branding standards, logo creation, website creature, brochure creation, print marketing, targeted print campaigns, Google\nand Bind display ads, Google and Bing pay per click campaigns, Google local service ads, Test (SMS) campaigns, search engine optimization,\nblog creation, voice marketing, radio commercial creation, influencer marketing collaboration and proximity marketing.\n\n \n\n**Advertising, Marketing and Promotion Costs**\n\n \n\nThe Company expenses advertising, marketing and promotion costs related\nto its digital marketing offerings in the period in which the expenditure is incurred. Digital marketing services will be promoted through\nrecognized social media networks and other marketing channels, and at targeted events. During the years ended December 31, 2025 and 2024,\nthe Company incurred website, general marketing, advertising, branding and promotion costs of $180,769 and $179,616, respectively.\n\n \n\n**Capital Raise Promotion Costs**\n\n \n\nThe Company expenses capital raise costs in the period in which the expenditure\nis incurred. Promotion expenses include digital investor website and processing platform fees, investor relations and related advisory\nfees, marketing and promotion campaigns to promote the Company’s equity raise. During the years ended December 31, 2025 and 2024,\nthe Company incurred capital raise promotion costs of $29,164 and $29,610, respectively.\n\n \n\n**Share-Based Compensation**\n\n \n\nShare-based compensation is accounted for based on the requirements of\nASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost\nof employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee\nor director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires\nmeasurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the\naward. Share-based compensation is recorded in the statement of operations. Issuances of share-based compensation to date did not include\nany service performance element and as such equity awards were expensed and reported as share based compensation in the statement of\noperations when granted to recipients.\n\n** **\n\n**Basic and Diluted Net Loss Per Share**\n\n \n\nThe Company computes net loss per share in accordance with FASB ASC 260\n“Earnings per Share (EPS)”. EPS is computed by dividing net income or loss available to common shareholders by the weighted\naverage number of outstanding common shares during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding\nduring the period. Diluted EPS excludes all potential common shares if their effect is anti-dilutive (See Note 12).\n\n** **\n\n F-13 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**New Accounting Pronouncements**\n\n \n\nIn December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic\n740”): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income\ntax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.\nThe guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either\nprospectively or retrospectively. The Company has adopted this ASU for the fiscal year 2025 and its adoption did not have a material\nimpact on its financial statements.\n\n \n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement –\nReporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.\nThis ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant\nexpense captions. In January 2025, the FASB issued ASU No. 2025-01, which revises the effective date of ASU No. 2024-03, to clarify that\nall public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim\nperiods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU allows prospective\nor retrospective application. The Company is currently evaluating the impact of this ASU on its financial statement presentation and\ndisclosures and plans to adopt this pronouncement beginning with its fiscal year beginning January 1, 2027.\n\n \n\nIn November 2024, the FASB issued ASU 2024-04, Debt – Debt with\nConversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements\nof convertible debt instruments should be accounted for as an induced conversion. The amendments in this ASU are effective for all entities\nfor annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.\nEarly adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in this ASU permit an entity\nto apply the new guidance on either a prospective or a retrospective basis. The Company is currently evaluating the impact of this ASU\non its financial statements and plans to adopt this pronouncement beginning with its fiscal year beginning January 1, 2026.\n\n \n\nIn September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill\nand Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU is intended\nto simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral\nto different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December\n15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this\nupdate permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is\ncurrently evaluating the impact of this ASU on its financial statements and plans to adopt this pronouncement beginning with its fiscal\nyear beginning January 1, 2028.\n\n \n\n F-14 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nIn December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic\n270) Narrow-Scope Improvements. which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify\nwhen it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance\nwith GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes\na principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact\non the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027,\nand early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements and plans to\nadopt this pronouncement beginning with its fiscal year beginning January 1, 2028.\n\n \n\nThe FASB issues ASUs to amend the authoritative literature in ASC. There\nhave been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide\nsupplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant\nimpact on the Company, except for those cited above.\n\n \n\n**NOTE 5 – RELATED PARTY TRANSACTIONS**\n\n \n\n*Employment Agreement*\n\n \n\nOn January 1, 2021, the Company entered into a 1-year employment agreement\n(“Agreement”) with Mr. Jason Wood, the Company’s Chief Executive Officer (“CEO”). The Agreement renews\nautomatically on an annual basis. If the CEO is terminated without cause, then the remaining current contract year shall be paid upon\ntermination. The Company currently pays the CEO’s personal expenses in lieu of a direct salary. Compensation paid to the CEO is\nset forth below:\n\n \n\nSchedule of employment agreement \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nBase salary paid \n$-  \n$- \n\nAutomobile lease payments \n 5,901  \n 31,185 \n\nPersonal expenses paid on behalf of CEO \n 1,400  \n 21,960 \n\nInterest Accrued or Paid on related party payable to CEO \n 50,000  \n 50,000 \n\nNon-cash compensation \n -  \n 10,391 \n\nHealth insurance \n -  \n 1,000 \n\nApartment \n 4,327  \n 23,704 \n\n  \n    \n   \n\nTotal \n$61,628  \n$138,240 \n\n \n\nAll compensation paid to the CEO was classified as officer compensation\nwithin general and administrative expense in the statement of operations.\n\n \n\n F-15 \n\n[Table of Contents](#toc) \n\n* *\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n*Related Party Notes Payable (Pickpocket)*\n\n \n\nOn January 13, 2021, the Company entered into a share purchase agreement\nwith the Company’s CEO to acquire an 80% equity interest in Pickpocket Inc. (“Pickpocket”) for a purchase price of\n$1 million and paid consideration in the form of a promissory note bearing simple interest at a rate of 5% per annum. As of the date\nof acquisition, Pickpocket did not have any operations or significant assets. Upon acquisition, the Company expensed the purchase price\nas compensation to the officer. The transaction was accounted for on a carryover basis as the CEO was the controlling shareholder in\nboth entities. As of December 31, 2025 and 2024, the Company has accrued interest of $150,000 and $100,000, respectively, included within\naccrued interest payable – related party on the accompanying balance sheet.\n\n \n\n*Executive Officer Advances to the Company (Related Party Advances)*\n\n \n\nThe Company’s CEO and COO provided unsecured credit advances to\nthe Company to fund operations in between financing rounds. These advances do not incur interest and are due on demand. During the year\nended December 31, 2025, the CEO repaid two working capital loans totaling $44,914 on behalf of the Company (See Note 6, table footnotes 1 and 2). As of December\n31, 2025 and 2024, unpaid credit advances were $93,394 and $295,669, respectively.\n\n \n\n**NOTE 6 – DEBT AGREEMENTS**\n\n \n\n*Working Capital Funding Loans*\n\n \n\nThe Company finances short term working capital requirements in between\ncapital raises by entering into secured borrowing agreements for which future receivables are pledged to repay these short-term obligations.\nFunding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the\nCEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the financing has been repaid in full.\nFuture sales of revenues are not within the scope of ASC 860 (Transfers and Servicing of Financial Assets), as such these arrangements\nare accounted for under ASC 470 (Debt) as short term secured credit facilities. Accordingly, these secured borrowings are reported as\nshort term financing on the balance sheet. Upon receipt of financing proceeds the Company recognizes a liability equal to the net proceeds\nreceived. Interest expense is recognized when payments are made under this arrangement. Interest is computed using the percentage purchased\nfactor times the payment made under the agreement. Working capital funding loans consisted of the following:\n\n \n\nSchedule of working capital funding loans \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nNewCo Capital Group Future Revenue Purchase Agreement dated March 3, 2023 (1) \n$-  \n$40,630 \n\nParkside Funding Group LLC Revenue Purchase Agreement dated August 3, 2023 (2) \n -  \n 49,284 \n\nFunding Futures Revenue Purchase Agreement dated February 27, 2024 (3) \n 15,982  \n 25,982 \n\nClearThink Capital Partners LLC (4) \n -  \n 50,000 \n\nTotal working capital funding loans \n$15,982  \n$165,896 \n\n \n\n F-16 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n(1)On March 2, 2023, the Company entered into a future revenue purchase\nagreement and received proceeds of $120,000 (net of underwriting and original fees of $7,200) for which $169,200 will be repaid in 36\nweekly installments of $4,700, with a minimum payment of 10% of banking deposits. This working capital loan is secured by substantially\nall of the Company’s assets and a personal guarantee by the Company’s CEO and COO. The percentage purchased factor representing\ninterest expense under this arrangement was approximately 29.1% (including underwriting fees, origination fees and financing spread).\nIn the event of default, the Company may be required to pay additional fees of 30% of the unpaid balance to cover legal fees required\nby the third party to pursue collection in the event of default. During the year ended December 31, 2025, the Company’s CEO advanced\nthe Company $5,630 to repay the loan in full.\n\n \n\n(2)On August 3, 2023, the Company entered into a future revenue purchase\nagreement and received proceeds of $57,000 (net of $3,000 in underwriting fees) for which $84,000 will be repaid in weekly installments\nof $3,231 with a minimum payment of 22% of banking deposits. This working capital loan is secured by substantially all of the Company’s\nassets and a personal guarantee by the Company’s CEO and COO. The percentage purchased factor representing interest expense under\nthis arrangement was approximately 32.1% (including underwriting fees, origination fees and financing spread). In the event of default,\nthe Company may be required to pay a fixed default penalty of $2,500 and additional fees of 33% of the unpaid balance to cover legal\nfees required to pursue collection in the event of default. As of December 31, 2023, the required payments were not made, and the Company\nwas in default. On August 23, 2023, the Company entered into a Settlement Agreement and General Release with the lender to settle unpaid\nadvances. During the year ended December 31, 2025, the Company’s CEO advanced the Company $39,284 to repay the loan in full.\n\n \n\n(3)On February 27, 2024, the Company entered into a future revenue\npurchase agreement and received proceeds of $18,000 (net of $2,000 in underwriting fees) for which $29,980 will be repaid in daily installments\nof $428, with a minimum payment of 9% of banking deposits. This working capital loan is secured by substantially all of the Company’s\nassets and a personal guarantee by the Company’s CEO. The percentage purchased factor representing interest expense under this\narrangement was approximately 66.1% (including underwriting fees, origination fees and financing spread). In the event of default, the\nCompany may be required to pay a fixed default penalty of $2,500 or up to 25% of the unpaid balance to cover legal fees required to pursue\ncollection in the event of default. During the year ended December 31, 2025, the Company partially repaid this funder loan.\n\n \n\n(4)As more fully described in Note 10, Strata Purchase Agreement,\nthe Company borrowed $87,500 in 2025 and $50,000 in 2024 (to cover operating expenses associated with the audit of the financial statements).\nOn October 1, 2025, the Company entered into a convertible note agreement with ClearThink Capital Partners LLC to formalize the terms\nand conditions for the amounts borrowed.\n\n \n\n F-17 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**NOTE 7 – CONVERTIBLE NOTE AGREEMENT**\n\n* *\n\nAs of December 31, 2025, the Company had five outstanding convertible\ndebt agreements, of which four of these convertible debt agreements were entered into during the year ended December 31, 2025. Convertible\ndebt outstanding consisted of the following issuances:\n\n \n\nSchedule of convertible note agreement \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n (As Restated)  \n  \n\nConvertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024\nand currently in default (1) \n$83,894  \n$133,894 \n\nConvertible Note, dated September 30, 2025, lumpsum repayment at maturity on June 30, 2026 (2) \n 30,000  \n - \n\nConvertible Note, dated October 1, 2025, lumpsum repayment at matured on December 31, 2025 (2) \n 112,500  \n - \n\nConvertible Note, dated November 6, 2025, lumpsum repayment at maturity on September\n30, 2026 (2) \n 120,000  \n - \n\nConvertible Note, dated December 17, 2025, fixed installments commencing\nJune 15, 2026, matures on September 15, 2026 (3) \n 125,190  \n - \n\n  \n    \n   \n\nTotal Convertible Note \n$471,584  \n$133,894 \n\nDeduct: Unamortized Original Issue Discount (1)(2)(3) \n (60,750) \n - \n\nConvertible Note principal balance payable \n$410,834  \n$133,894 \n\nAdd: Convertible Note interest payable (1)(2)(3) \n 135,176  \n 75,777 \n\nTotal Convertible Note payable \n$546,010  \n$209,671 \n\n \n\n(1)*LGH\nInvestments LLC.* On April 25, 2023, the Company entered into a convertible debt agreement with a 10%\noriginal issue discount (OID) on a face value of $220,000;\nand an additional interest charge of $22,000\nat the time of issuance. The fair value of common stock issued as an inducement was $62,500\nand recognized as an additional OID. The convertible dent agreement included a detachable warrant to purchase up to 200,000\nshares of common stock at an exercise price of $5.00\nper warrant, and a common stock conversion feature with a conversion rate of $1.50 per dollar of principal outstanding which was later\ndecreased on January 29, 2024 to $0.50, as part of a debt modification to cure a default which occurred due to nonpayment. The conversion\nratio modification did not substantively change the cash flows associated with the original Convertible Note; however, the modification\nresulted in a substantive change in the conversion feature. This modification of the conversion feature was accounted for as a debt extinguishment\nand a loss on extinguishment of $11,408\nwas recognized during the year ended December 31, 2024. During the year ended December 31, 2024, the Company recorded default penalty\ninterest of $53,778\nas a result of not paying in accordance with the terms and conditions of convertible debt agreement. On February 3, 2024, the noteholder converted $50,000 in outstanding\nprincipal into 100,000 shares of common stock. On October 28, 2025, the noteholder converted an additional $50,000 in outstanding principal\ninto 100,000 shares of common stock. As of December 31, 2025, the fully amortized convertible debt payoff total was $159,671. This convertible\ndebt is convertible into shares of common stock at the option of the noteholder. The potential common stock issuable upon conversation\nwas approximately 319,342 common shares at December 31, 2025.\n\n \n\n(2)*ClearThink Capital Partners LLC.* The Company entered into\nthree separate convertible debt agreements with the following terms and conditions:\n\n \n\n·On\nSeptember 30, 2025, the Company entered into a convertible debt agreement with a face value\nof $30,000 (including a 20% OID) and additional interest of 15%, all of which is payable\nupon maturity on June 30, 2026. During the year ended December 31, 2025, the Company recognized\n$5,000 as an OID, amortized $1,667 in OID and recognized additional interest expense of $4,500.\nAs of December 31, 2025, the Company had $3,333 of unamortized OID and accrued interest payable\nof $4,500. As of March 31, 2026, the fully amortized convertible debt payoff total was $34,500. This convertible debt is\nconvertible into shares of common stock at the option of the noteholder. The potential common stock issuable upon conversation was approximately\n700,152 common shares at December 31, 2025 (computed as total face value plus accrued interest due, all divided by lesser or $0.20 or\n75% of the lowest traded price within a 5-day trading period prior to December 31, 2025).\n\n \n\n F-18 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\n·On October 1, 2025, the Company entered\ninto a convertible debt agreement with a face value of $206,250\n(including a 50%\nOID) and additional interest of 10%,\nall of which is payable upon maturity on December\n31, 2025. During the year ended December 31, 2025, the Company recognized $68,750\nas an OID, amortized $68,750\nin OID and recognized additional interest expense of $20,625.\nAs of December 31, 2025, the Company had no remaining unamortized OID and accrued interest payable of $20,625.\nOn October 20, 2025, the Company converted $93,750\nin outstanding principal into 627,510\nshares of common stock at a conversion price of $0.15.\nAs of December 31, 2025, the fully amortized convertible debt payoff total was $133,125.\nThe potential common stock issuable upon conversation was approximately 2,251,395\ncommon shares at December 31, 2025 (computed as total face value plus accrued interest due, all divided by lesser or $0.50 or 90% of\nthe lowest closing price five days prior to December 31, 2025). Subsequent to December 31, 2025, the Company converted the remaining\noutstanding debt balance of $133,125\ninto 1,331,250\nshares of common stock at a conversion price of $0.10.\n\n \n\n·On November 6, 2025, the Company entered\ninto a convertible debt agreement with a face value of $120,000\n(including a 20%\nOID) and additional guaranteed interest of 18,000,\nall of which is payable upon maturity on September\n30, 2026. The Company issued 50,000\nshares of restricted stock with a fair value of $15,520\nas an additional inducement. During the year ended December 31, 2025, the Company recorded $32,520\nas an OID and amortized $3,293\nin OID. As of December 31, 2025, the Company had $32,227\nof unamortized OID. As of December 31, 2025, the fully amortized convertible debt payoff total was $138,000. The\npotential common stock issuable upon conversation was approximately 2,800,609\ncommon shares at December 31, 2025 (computed as total face value plus accrued interest due, all divided by lesser or $0.20 or 75% of\nthe lowest traded price within a 5-day trading period to December 31, 2025).\n\n \n\n(3)*Vanquish\nFunding Group, Inc.* On December 17, 2025, the Company entered into a convertible debt agreement with a 20%\noriginal OID for total face value of $125,190;\nand an additional interest charge of $16,275\nat the time of issuance. The note requires a large payment of $70,732 on June 15, 2026, followed by three fixed installments of\n$23,577 payable on July 15, 2026, August 15, 2016, and September 15, 2026. The convertible note shall be eligible for a prepayment\ndiscount as follows: a 2% discount if repaid within 121 days of issuance; a 3% discount if repaid within 91 days of issuance; a 4%\ndiscount if repaid within 61 days of issuance; and a 5% discount if repaid within 60 days of issuance. This convertible debt\ninstrument may be converted at the option of the noteholder in the event of a default at 65% of the market price (defined as the\nlowest trading price the prior 10 trading days) prior to conversion notice. A default trigger event may be one or more of the\nfollowing: i) failure to repay principal and interest according to the terms of agreement, ii) restatement of financial statements\nwithin 180 days after issuance, iii) replacement of transfer agent without notice, iv) cross default of other debt agreements, v)\nfailure to maintain the required authorized share reserves under the agreement which was approximately 13,250,439 common shares\n(which is 4 times the amount the debt could be converted into as of December 31, 2025), or vi) failure to execute the conversion\nnotice which is also subject to a daily cash penalty of $2,000\nper day. The potential common stock issuable upon conversation was approximately 3,312,610\ncommon shares at December 31, 2025 (computed as total face value plus accrued interest due, all divided by 65% of the lowest traded price within a 10-day trading period prior to December 31, 2025).\n\n \n\n**NOTE 8 – OPERATING LEASE RIGHT OF USE ASSET AND LIABILITY**\n\n* *\n\nOn May 1, 2021, the Company entered into a 4 year office non-cancellable\noperating lease agreement commencing on June 16, 2021 and recorded a right of use asset and liability of $104,665. On January 31, 2024,\nthe Company abandoned its office space as part of its decision to transition to a remote working environment and entered into early lease\ntermination negotiations with the landlord. On March 29, 2024, the Company finalized an early termination of its operating lease agreement\nwith its landlord. Under the terms of the lease termination agreement dated March 29, 2024, the Company agreed to pay a lease termination\nfee of $33,895, which is included on the balance sheet within “accrued expenses”. The Company and landlord agree to settle\nthe lease termination fee in exchange for digital marketing services to be provided by the Company during the first quarter of 2024,\nafter the landlord completes planned renovations to the building. The Company recognized a net loss of $29,242 under the caption “Loss\non termination of operating lease” within the statement of operations for the year ended December 31, 2024.\n\n \n\n**NOTE 9 – INCOME TAXES**\n\n \n\nThe Company’s deferred tax assets predominantly consist of temporary\ndifferences arising from net operating loss carryforwards, accrued compensation and shared based compensation. In assessing the ability\nto realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred\ntax assets will not be realized. A significant piece of objective negative evidence considered in management’s evaluation of the\nrealizability of its deferred tax assets was the limited financial history and forecasted losses during the first full year of operations\nof the Company. On the basis of this evaluation, management recorded a valuation allowance against all deferred tax assets as the ultimate\nrealization of deferred tax assets is dependent on the generation of future taxable income during the period in which these temporary\ndifferences become deductible.\n\n \n\n F-19 \n\n[Table of Contents](#toc) \n\n \n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n \n\nThe Company’s net deferred tax assets consisted of the following:\n\n \n\nSchedule of deferred tax assets \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n (As Restated)  \n  \n\nDeferred tax assets: \n    \n   \n\nNet operating loss carryforward \n$1,832,186  \n$1,684,352 \n\nShare-based compensation \n 505,861  \n 501,224 \n\nCharitable contributions \n 1,079  \n 1,079 \n\nTotal deferred tax assets \n$2,339,126  \n$2,186,655 \n\nLess: valuation allowance \n (2,275,710) \n (2,129,392)\n\nTotal deferred tax assets, net \n$63,416  \n$57,263 \n\n  \n    \n   \n\nDeferred tax liabilities: \n    \n   \n\nDepreciation \n$1,351  \n$1,351 \n\nAccrued compensation \n 62,065  \n 55,912 \n\nTotal deferred tax liabilities \n$63,416  \n$57,263 \n\n  \n    \n   \n\nNet deferred tax asset or liability \n$-  \n$- \n\n \n\nSchedule of deferred tax asset valuation allowance \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n(As Restated)  \n  \n\nDeferred tax asset valuation allowance: \n    \n   \n\nBeginning balance \n$(2,129,392) \n$(2,129,392)\n\nIncrease \n (146,318) \n - \n\nEnding balance \n$(2,275,710) \n$(2,129,392)\n\n \n\nAs of December 31, 2025 and 2024, the Company provided a 100% valuation\nallowance against the net deferred tax assets.\n\n \n\nProvision for income tax (benefit) effective rates, which differs from\nthe federal and state statutory rates were as follows for the years ended:\n\n \n\nSchedule of provision for income tax (benefit) effective rates \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n (As Restated)  \n  \n\nTax at U.S. federal statutory rate \n 21.00% \n 21.00%\n\nState, net of federal benefit \n 5.87% \n 5.73%\n\nNon-Deductible Expenses \n -0.46% \n -0.94%\n\nChange in valuation allowance \n -26.41% \n -25.79%\n\n  \n 0.00% \n 0.00%\n\n \n\nThe Company files U.S. federal income tax returns with the Internal Revenue\nService (“IRS”). As of December 31, 2025, the Company is currently not under examination by the IRS. The Company did not\nhave any unrecognized tax benefits at either December 31, 2025 or 2024. If applicable in the future, any interest and penalties related\nto uncertain tax positions will be recognized in income tax expense.\n\n \n\nThe Company files state income tax returns in Nevada (state of incorporation)\nand Florida (state in which the Company conducts business). As of December 31, 2025, the Company is currently not under examination by\neither state tax authority.\n\n** **\n\n F-20 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**NOTE 10 – CAPITAL STRUCTURE**\n\n \n\nDuring the year ended December 31, 2025 and 2024, there were no equity\ntransactions that could result in a change in control of the Company which would trigger any conversion provision contained within the\nCompany’s Convertible Note, Series A or B preferred stock agreements. The following is a description of the Company’s equity\ninstruments:\n\n \n\n·**Series\nA Preferred Stock**\n\n \n\nThe Company is authorized to issue 1\nmillion shares $0.001\npar value Series A preferred stock (“Series A”). The\nholder of Series A preferred stock is entity to 80% of all voting rights available at the time of any vote. In the event of\nliquidation or dissolution of the Company, the holders of Series A preferred stock are entitled to share ratably in all assets\nremaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to\nconvert each share of Series A into five shares of common stock (or 5,000,000 shares of common stock). On December 1, 2020, the Company issued 1\nmillion shares of Series A preferred stock to the CEO of the Company for no consideration. There were no changes in Series A shares\nduring the years ended December 31, 2025 or 2024.\n\n** **\n\n·**Series\nB Preferred Stock**\n\n** **\n\nThe Company was authorized to issue 260,000 shares $0.001 par\nvalue Series B preferred stock (“Series B”). In September 2022, the Company increased the Series B preferred stock authorized\nshares to 560,000. The holder of Series B preferred stock do not have any voting rights. In the event of liquidation or dissolution of\nthe Company, the holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities\nand have no liquidation preferences. Holders of Series B preferred stock have a right to convert each share of Series B on a prorate\nbasis of exactly ten (10) percent of the issued and outstanding common stock of the Company. The ultimate redemption value of Series\nB Preferred stock is tied to the value of the Company’s common stock.\n\n \n\nIn 2020, the Company issued 260,000 shares of Series B preferred\nstock for no additional consideration at a fair value of $260. In 2022, the Company issued 300,000 shares of Series B preferred stock\nas compensation to the Chief Revenue Officer (“CRO”) of the Company. The Company estimated the fair value of Series B at\n$1.50 per share (average transaction price for common stock sold during the same period), which resulted in a total fair value of $450,000.\nAs of December 31, 2025 and 2024, the Company’s CRO beneficially held 404,000 Series B shares and indirectly through his spouse\nand son held 196,000 Series B shares.\n\n \n\nThere were no changes in Series B shares during the years ended\nDecember 31, 2025 or 2024.\n\n** **\n\n F-21 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n·**Common\nStock**\n\n \n\nAs of December 31, 2025, the Company had 50 million authorized\nshares of common stock with a par value of $0.001, of which 15,306,108 were issued and outstanding. Common stockholders are entitled\nto one vote per share on all matters submitted to a vote of stockholders. As of December 31, 2025 and 2024, Company insiders held in\naggregate 6.8 million shares and 7.5 million shares of common stock, respectively. The Company’s CEO controls approximately 91%\nof the voting power of the Company’s common stock.\n\n \n\n·**Strata\nPurchase Agreement (As Restated)**\n\n \n\nOn November 29, 2023, the Company entered into a 24-month Strata\nPurchase Agreement (“Strata Agreement”) with a private investor (“ClearThink”). Under the terms of the Strata\nAgreement, ClearThink committed to purchase up to $5,000,000 of the Company’s registered common stock with a purchase price equal\nto 80% of the average of the two lowest daily stock prices during a ten (10) day trading period. The Strata Agreement requires a minimum\npurchase of $25,000 with a maximum purchase at the lesser or $1,000,000 or 500% of the daily average shares traded for the prior 10-day\nperiod. At no time shall the total number of shares purchased under this Strata Agreement exceed 9.99% of the Company’s outstanding\ncommon stock. ClearThink made an initial purchase of 400,000 shares of restricted stock in exchange for $100,000. Additionally, the Company\nissued an additional 200,000 shares of common stock to ClearThink as additional consideration which had a fair value of $50,000. During\nthe year ended December 31, 2025, the Company issued 500,000 shares of common stock under the Strata Agreement at a price per share of\n$0.12 and received net proceeds of $60,000, which was used for operations.\n\n** **\n\n**NOTE 11 – SHARED BASED COMPENSATION AND WARRANTS**\n\n \n\n**Share-Based Compensation**\n\n** **\n\nDuring the years ended December 31, 2025 and 2024, the Company issued\n42,000 and 10,500 shares of common stock, respectively, as share based compensation to its Chief Operating Officer as part of his monthly\ncompensation package. The fair value of shared based compensation recognized during the years ended December 31, 2025 and 2024 was $17,178\nand $7,735, respectively. During the year ended December 31, 2024, the Company did not issue any shares of common stock as based compensation\nto any employees.\n\n \n\nDuring the years ended December 31, 2025 and 2024, the Company issued\n300,681 and 118,975 shares of common stock, respectively, in partial satisfaction of amounts owed to its consultants and financial advisors\ntotaling $115,000 and $89,999, respectively.\n\n \n\nThe Company did not adopt stock option incentive plan during the years\nended December 31, 2025 and 2024.\n\n** **\n\n F-22 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**Warrants to Purchase Common Stock**\n\n \n\nOn October 1, 2021, the Company issued 200,000 detachable warrants at\nan exercise price of $3.00 per warrant in connection with a private equity offering. While the Company contemporaneously issued warrants\nin connection with this capital raise transaction, these warrants are subject to separate agreements with different terms and conditions\nthat are not closely related. The warrants issued in connection with the sale of common stock may be exercised at the option of the purchaser\nand may only be settled in shares of common stock upon payment of the exercise price stated in the stock purchase agreement. These freestanding\nwarrants are classified as an equity instrument and have no expiration date. The fair value of detachable warrants on the grant date\nwas $0 using a Black-Scholes option pricing model with a stock price of $0.25, exercise price of $3.00, risk free rate of 4.57%, volatility\nof 25% (logarithmic average due to limited exchange pricing data) and a dividend rate of 0% and a warrant term of 10 years (as the Company’s\nwarrants have no expiration date). During the years ended December 31, 2025 and 2024, there were no exercises of warrants to purchase\ncommon stock.\n\n \n\nOn April 25, 2023, the Company issued 200,000 detachable freestanding\nwarrants at an exercise price of $5.00 per warrant, as additional consideration in connection with its Convertible Note (see Note 7).\nWhile the Company contemporaneously issued warrants in connection with a Convertible Note issuance, these warrants are subject to separate\nagreements with different terms and conditions that are not closely related. The settlement and/or termination of the Convertible Note\ndoes not cause the warrant agreement to terminate or cause the terms and conditions to change due to changes in the Note instrument.\nThe warrants issued in connection with the sale of common stock may be exercised at the option of the purchaser and may only be settled\nin shares of common stock upon payment of the exercise price stated in the stock purchase agreement. These freestanding warrants are\nclassified as an equity instrument and have no expiration date. During the years ended December 31, 2025 and 2024, there were no exercises\nof warrants to purchase common stock.\n\n \n\nThe table below summarizes the status of warrants outstanding and exercisable\nas follows:\n\n \n\nSchedule of warrants outstanding \n    \n    \n    \n   \n\n  \n2025  \n2024 \n\n  \nWarrants  \nWeighted\nAverage\nExercise Price  \nWarrants  \nWeighted\nAverage\nExercise Price \n\n  \n   \n   \n   \n  \n\nWarrants outstanding, January 1, \n 400,000  \n$4.00  \n 400,000  \n$4.00 \n\nIssued \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nWarrants outstanding, December 31, \n 400,000  \n$4.00  \n 400,000  \n$4.00 \n\n  \n    \n    \n    \n   \n\nWarrants exercisable, December 31, \n 400,000  \n$4.00  \n 400,000  \n$4.00 \n\n \n\n F-23 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**NOTE 12 – WEIGHTED AVERAGE COMMON SHARES**\n\n \n\nThe Company reported a net loss during the years ended December 31, 2025\nand 2024, as such, the inclusion of potentially dilutive securities in the computation of Diluted EPS would be anti-dilutive. Potentially\ndilutive securities excluded from the computation of diluted EPS was as follows:\n\n \n\nSchedule of anti-dilutive earnings per share \n    \n   \n\n  \nDECEMBER 31, \n\n  \n2025  \n2024 \n\n  \n (As Restated)  \n  \n\nConvertible Note (see Note 7) \n \n9,384,108\n  \n 337,776 \n\nSeries A Preferred (see Note 10) \n 5,000,000  \n 5,000,000 \n\nSeries B preferred stock (see Note 10) \n 1,530,611  \n 1,353,954 \n\nDetachable common stock warrants (see Note 11) \n 400,000  \n 400,000 \n\nTotal anti-dilutive securities excluded from diluted weighted average common shares \n \n16,314,719\n  \n 7,091,730 \n\n \n\n**NOTE 13 – COMMITMENTS AND CONTINGENCIES**\n\n** **\n\nIn the ordinary course of business, it is possible that the Company may\nbe the subject of lawsuits and claims from time to time. The Company’s management, with input from legal counsel, assesses such\ncontingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal\nproceedings pending against us or unasserted claims that may result in proceedings, evaluates the perceived merits of any legal proceedings\nor unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment\nof a contingency indicates that a probable and material loss has been incurred and the amount of liability can be estimated, then the\nestimated liability would be accrued in the financial statements. If the assessment indicates a potentially material loss contingency\nis not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together\nwith an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally\nnot disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company is not party to any pending\nor threatened litigation in connection with its principal business activities.\n\n \n\n**NOTE 14 - REVENUE CONCENTRATIONS**\n\n \n\nDuring the year ended December 31, 2025, the Company had one customer\nwhose revenues represented approximately 12% of total revenues. During the year ended December 31, 2024, the Company did not have any\ncustomers whose revenue exceeded 10% of total revenues.\n\n \n\nDuring the year ended December 31, 2025, the Company’s revenue was\ncomprised of $64,669 from customers in Europe and $1,025,781 from customers in the United States. During the year ended December 31,\n2024, all of the Company’s revenue was comprised of customers in the United States.\n\n \n\n F-24 \n\n[Table of Contents](#toc) \n\n** **\n\n**SPECIFICITY, INC.**\n\n \n\nNotes to Financial Statements\n\n(Expressed in U.S. Dollars)\n\n \n\n** **\n\n**NOTE 15 – SUBSEQUENT EVENTS**\n\n \n\nIn accordance with ASC 855-10 the Company has analyzed its operations\nsubsequent to the year ended December 31, 2025, to the date these financial statements were issued, and determined that the following\nsubsequent events should be disclosed in these financial statements.\n\n \n\n \n·\nOn January 12, 2026, the Company entered into a\nconvertible debt agreement with Labrys Fund II, L.P. The note has a 20%\noriginal OID for total face value of $120,750;\nand an additional interest charge of $14,490\nat the time of issuance. The note matures on January\n12, 2027. The note requires seven fixed installments of $19,320 starting on July 12, 2026. The convertible note shall be\neligible for a prepayment discount as follows: a 1% discount if repaid within 180 days of issuance; a 2% discount if repaid within\n120 days of issuance; and a 3% discount if repaid within 60 days of issuance. This convertible debt instrument may be converted at\nthe option of the noteholder in the event of a default at 65% of the market price (defined as the lowest trading price the prior 20\ntrading days) prior to conversion notice. A default trigger event may be one or more of the following: i) failure to repay principal\nand interest according to the terms of agreement, ii) failure to comply with the 1934 Act, iii) delisting, suspension or quotation\nof trading of common stock, iv) replacement of transfer agent without notice, v) cross default of other debt agreements, vi) failure\nto maintain the required authorized share reserves under the agreement which was approximately 27,741,538 common shares (which is 4\ntimes the amount the debt could be converted into as of March 31, 2026. The potential common stock issuable upon conversation was\napproximately 6,935,385\ncommon shares at March 31, 2026 (computed as total face value plus accrued interest due, all divided by 65% of the lowest traded price within a 20-day trading period prior to March 31, 2026).\n\n \n \n \n\n \n·\nOn January 15, 2026, ClearThink Capital Partners LLC elected to convert the remaining outstanding debt balance of $133,125 into 1,331,250 shares of common stock at a conversion price of $0.10. This note was paid in full upon conversion.\n\n \n \n \n\n \n·\nOn May 15, 2026, the Company notified its independent auditors of certain errors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These errors resulted from an inadvertent failure by management to obtain and review certain bank and credit card statements associated with accounts opened in mid-December 2025. The Company previously disclosed material weaknesses in policies and procedures, which includes opening and closing of accounts and ensuring adequate documentation is provided to the outside financial consultants that assist with preparing the financial statements. In connection with the identification of these errors, the Company delayed the completion of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and filed a Form 12b-25 (Notice of Late Filing) with the Securities and Exchange Commission to provide notice of such delay to the SEC and its shareholders. The Company subsequently filed its Form 10-Q for the quarter ended March 31, 2026 on June 4, 2026.  \n\n \n\n F-25"}