{"url_path":"/sec/spty/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","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":4932,"has_tables":true,"body_markdown":"** **\n\n**Item 1A. Risk Factors**\n\n \n\nGenerally, as a smaller reporting and emerging growth company, we are\nrequired to disclose risk factors if material. We have chosen to present the following Risk Factors which we believe are material to\nour ongoing business. These do not encompass all possible risks related to our Company.\n\n \n\nYou should carefully consider the risks described below together with\nall of the other information included in this annual report before making an investment decision with regard to our securities. The statements\ncontained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties\nthat could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the\nfollowing risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose\nall or part of your investment. In addition to the other information provided in this prospectus, you should carefully consider the following\nrisk factors in evaluating our business before purchasing any of our common stock.\n\n \n\n**Risks Related to Our Financial Condition**\n\n \n\n**Since our inception, we have incurred recurring net operating losses\nand negative net working capital and as a result we have had to fund our operations with debt and dilutive equity financing to maintain\noperations.**\n\n \n\nSince our inception, we have failed to create cashflows from revenues\nsufficient to cover our costs and this makes it difficult for us to evaluate our future business prospects with any degree of certainty.\nWe expect we will continue to rely on debt and equity financing. Equity financing, in particular, has created a dilutive effect on our\ncommon stock, which has hampered our ability to attract reasonable financing terms. For the foreseeable future, we will continue to rely\nupon debt and equity financing to maintain operation of our company.\n\n \n\n**We have generated minimal revenues from operations, which makes\nit difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.**\n\n \n\nFor the year ended December 31, 2025, we generated insufficient revenues\nto cover our operating expenses. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our\nhistorical data. Our projections are based upon our best estimates on future growth. Because of the related uncertainties, we may be\nhindered in our ability to anticipate and timely adapt to increases or decreases in our digital marketing revenues, cost of revenues,\nor general and administrative expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable\nor incur losses, which may result in a decline in our stock price.\n\n \n\n**There is substantial doubt about our ability to continue as a going\nconcern and if we are unable to generate significant revenue or secure additional financing, we may be unable to implement our business\nplan and grow our business.**\n\n \n\nWe are an emerging growth company with growing revenues; however, we are\nnot yet at scale. We are in the process of ramping up our sales capabilities and future developing and refining our digital marketing\nservices. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue next fiscal\nyear. Our independent registered public accounting firm has indicated in their report that these conditions raise substantial doubt about\nour ability to continue as a going concern for a period of 12 months from the issuance date of this report. The continuation of our business\nas a going concern is dependent upon the continued financial support from our stockholders.\n\n \n\nThere is uncertainty regarding our ability to grow our business to a greater\nextent than we can with our existing financial resources, also described above, without additional financing. We entered into a 24-month\nStrata Purchase Agreement with a private investor who committed to purchase up to $5,000,000 of our registered common stock at a discounted\nprice to market. We intend to leverage this Strata Purchase Agreement to raise equity necessary to execute its full business plan. This\nsource of financing is a short-term solution to our financing and growth needs. We have no other firm agreements, commitments, or understandings\nto secure additional financing at this time. Our long-term future growth and success is dependent upon our ability to continue selling\nour digital products and services, generate cash from operating activities and obtain additional financing on favorable terms. There\nis no assurance that we will be able to continue selling our digital products and services, generate sufficient cash from operations,\nsell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse\neffect on our ability to grow our business to a greater extent than we can with our existing financial resources, also described above.\n\n \n\n 7 \n\n[Table of Contents](#toc) \n\n  \n\n**Expenses required to operate as a public company will reduce funds\navailable to implement our business plan and could negatively affect our stock price and adversely affect our results of operations,\ncash flow and financial condition.**\n\n \n\nOperating as a public company is more expensive than operating as a private\ncompany. Public companies have additional administrative and transactional costs to comply with securities laws and periodic compliance\nfiling requirements, which require us to engage third party firms that provide legal, accounting, tax planning and compliance, investor\nrelations, stock transfer agent fees (which are often transactional and expensive) and other professionals that could be costlier than\nplanned if we enter into more complex business transactions. We may reach a point where we may be required to hire an internal team of\nsimilar experts to comply with additional SEC reporting requirements as we grow and scale our business. We anticipate that the cost of\nSEC reporting will be approximately $150,000 annually to meet our regulatory compliance filing requirements. We expect annual costs to\nrise as many of these third party firms are experiencing staffing cost increases and are passing those costs onto their clients.\n\n \n\nOur failure to comply with reporting requirements and other provisions\nof securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.\nIf we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTCID, or if\nwe have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTCID. Further, if we\nfail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company\nthat does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly\navailable leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.\n\n \n\n**Risks Related to Our Securities**\n\n \n\n**Our controlling stockholder has significant influence over the Company.**\n\n \n\nAs of December 31, 2025, Jason Wood, our Founder, Chairman and Chief Executive\nOfficer, owns approximately 37% of the issued and outstanding common stock. Additionally, Mr. Wood also holds 1,000,000 shares of Series\nA Preferred which have voting rights, at all times, equal to 80% of all voting rights. As a result, Jason Wood possesses significant\neconomic influence over our financial and operational affairs. His stock ownership and position as a director of the company may have\nthe effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combinations\nor discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the company, which in turn\ncould materially and adversely affect the market price of our common stock.\n\n \n\nMinority shareholders will be unable to affect the outcome of stockholder\nvoting as long as Jason Wood retains a controlling interest.\n\n \n\n**OTCID Market May Delist Our Securities From Trading On Its Exchange,\nWhich Could Limit Investors’ Ability To Make Transactions In Our Securities And Subject Us To Additional Trading Restrictions.**\n\n** **\n\nOur common stock is listed on the OTCID. We cannot assure you that our\nsecurities will be, or will continue to be, listed on the OTCID or any other stock exchange in the future. In order to be eligible to\ncontinue listing our common stock on the OTCID our common stock must have a minimum bid price of $0.01, maintain a minimum freely traded\nfloat of at least 10% of our total issued and outstanding common stock, maintain at least 50 beneficial shareholders each holding a minimum\nof 100 shares, not be in bankruptcy, be in good standing in each jurisdiction in which the company is organized or conducts business,\nand file all required applications and fees with the OTCID. We cannot assure you that we will be able to meet those initial listing requirements\nat that time. Our inability to maintain a listing on the OTCID could significantly limit an individual investors ability to buy or sell\nour securities, if at all.\n\n** **\n\n 8 \n\n[Table of Contents](#toc) \n\n** **\n\n**We may enter into arrangements whereby we may issue our securities\nto investors at a price which is less than the prevailing market price of our publicly traded common stock.**\n\n \n\nIn order to establish a more reliable source of equity capital, we may\nissue shares to investors in private placement transactions (so-called PIPE transactions) at a discount to market ranging from 10-25%\nand include other terms and inducements including issuing stock warrants. In the event we execute a PIPE transaction, our shareholders\nmay experience both price depreciation and share dilution after the transaction closes.\n\n \n\n**Our independent auditors have issued an audit opinion for Specificity,\nInc. that includes a statement describing our going concern status. Our financial status creates doubt whether we will continue as a\ngoing concern.**\n\n \n\nAs described in Note 2 of our accompanying audited financial statements,\nour auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing\nbusiness for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding\nour ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment\nin our company.\n\n \n\n**Risks Related to Our Business**\n\n \n\n**We have a limited operating history and have losses that we expect\nto continue into the future until we are able to scale our business and generate positive cash flow and a net profit.**\n\n \n\nThere is no assurance our future operations will result in profitable\nrevenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations. As reflected in the financial\nstatements, the Company has $1,555,601 in assets, and an accumulated deficit and working capital deficit of $8,635,959 and $1,259,042,\nrespectively, as of December 31, 2025, and incurred a net loss and cash used in operations of $554,067 and $149,371, respectively, for\nthe year ended December 31, 2025. Based upon our current plans, we expect to incur operating losses in future periods because we will\nbe investing in sales resources to grow our Target Market base that may outpace our revenues in the short run.\n\n \n\n**We do not have any additional source of funding for our business\nplans and may be unable to find any such funding if and when needed, resulting in the failure of our business.**\n\n \n\nIn 2024, we entered into a 24-month Strata Purchase Agreement (“Strata\nAgreement”) with a private investor who committed to purchase up to $5,000,000 of our registered common stock. We intend to use\nany proceeds raised under this Strata Agreement to execute our business plan. Even with the Strata Agreement, we cannot guarantee that\nwe will be successful in generating sufficient revenues to support our full business plan. Although we have been able to obtain alternative\nsources of capital including short term loans from our founder and convertible debt, such funding options may not be available or may\nnot be available on terms that are beneficial and/or acceptable to the Company. As a result, we do not have an alternate source of funds\nshould we fail to raise funds under this Strata Agreement and/or complete previous equity offerings under our current S-1 registration.\nIf we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution and the resultant\nlessening of value of the shares of stockholders.\n\n \n\n 9 \n\n[Table of Contents](#toc) \n\n  \n\nIf we are not successful in raising sufficient capital through this Strata\nAgreement, or any other alternative source of capital to execute our business plan, we will be faced with the following options:\n\n \n\n1.abandon our business plans, cease operations and go out of business;\n\n2.continue to seek alternative and acceptable sources of capital; or\n\n3.bring in additional capital that may result in a change of control\nand/or significant shareholder dilution.\n\n \n\nIn the event any of the above circumstances occur, you could lose a substantial\npart or all of your investment. In addition, there can be no guarantee that the total proceeds raised in previous Offerings will be sufficient,\nas we have projected, to fund our business plans or that we will be profitable. As a result, you could lose any investment you make in\nour shares.\n\n \n\nDuring the last fiscal quarter of 2025, we issued 500,000 shares under\nthis Strata Agreement at a price per share of $0.12 and received gross proceeds of $60,000. During the first quarter of 2026 we raised\napproximately $124,000 in capital through a convertible debt issuance ($100,000 net proceeds) and strata equity put exercise ($24,000\nnet proceeds).\n\n \n\n**We operate in an intensely competitive business environment where\nour competitors are working on incorporating AI into their business models.**\n\n \n\nWe operate in a highly competitive environment in an industry characterized\nby numerous advertising and marketing agencies of varying sizes, with no single advertising and marketing agency or group of agencies\nhaving a dominant position in the marketplace. Our competitors may be larger, more diversified, better funded, and have access to more\nadvanced technology, including AI. Competitive factors include creative reputation, management, personal relationships, quality and reliability\nof service and expertise in particular niche areas of the marketplace. Our ability to be competitive and successful as a digital marketing\ncompany requires investment in our people, efficient use of technology capabilities (including AI solutions) and results for our clients\nin the form of new customers and/or expanded business relationships.\n\n \n\nRecent changes in technology have been closing the gap between small and\nlarge competitors in our marketplace. Many of our competitors are actively experimenting with incorporating AI into their marketing services\nand products, which may allow them to innovate better and more quickly, which could allow them to compete more effectively on quality\nand price, causing us to lose business and negatively affect our ability to fully implement our business plan. AI may lower barriers\nto entry in our industry, and we may be unable to effectively compete with the products or services offered by new competitors. AI-related\nchanges to the products and services on offer may affect our customers’ expectations, requirements, or tastes in ways we cannot\nadequately anticipate or adapt to, causing our business to lose sales, market share, or the ability to operate profitably and sustainably.\n\n \n\nAccording to the April 2025 McKinsey Quarterly report, AI infrastructure\nspending is expected to exceed $7 trillion by 2030. AI agents and other solutions are continuing to improve as companies gather large\nlearning data sets to train their AI models, but those models are not yet economical. As global AI infrastructure development stabilizes\nand if AI programming becomes more economical to implement on a wider scale (other than just large well capitalized companies), it could\ndrive more competition within our industry.\n\n \n\nWe have invested in acquiring digital technology marketing databases,\ntechnology stacks and other tools, including alliances with other vertical providers, to build out what we believe will be the right\nmarket offering for digital marketing services for our Target Market. If our target market demands an AI generative solution then we\nmay need to pivot a portion of our capital investment to include AI related solutions, provided the cost offering an AI solution is net\naccretive to our bottom line.\n\n \n\nTo the extent that we fail to efficiently integrate AI and other emerging\ntechnologies into our marketing solutions, maintain existing clients or attract new clients, our business, financial condition, operating\nresults, and cash flows may be affected in a materially adverse manner.\n\n \n\n 10 \n\n[Table of Contents](#toc) \n\n  \n\n**We possess minimal capital, which may severely restrict our ability\nto develop our services. If we are unable to raise additional capital, our business will fail.**\n\n \n\nWe possess minimal capital and must limit the amount of marketing we can\nperform with respect to our services. We feel we require annually a minimum of $1,500,000 in working capital through sales and/or capital\nraise activities to provide sufficient capital to fully develop our business plan. To support an increase our revenues over time, we\nneed to invest in additional tools (including AI) to create greater efficiency in our operations, expand services with our existing clients,\nand close on new business from new clients. Our ability to generate new client business is heavily tied to the reputation and reach of\nour employees and our ability to support their creative digital marketing services with our existing digital technologies. To the extent\nSpecificity cannot generate new business from new and existing clients due to these limitations, Specificity’s ability to grow\nits business and to increase its revenues will be limited.\n\n \n\n**Specificity’s business could be adversely affected if it loses\nor fails to attract or retain key executives or employees.**\n\n \n\nOur business requires us to obtain staff with expertise in brand marketing,\ncreative design and development, digital marketing tools and analytics, B2C media campaigns, technology development, account managers,\nand other subject matter specialists. Most importantly, our employees’ skills and relationships with our clients are among our\nmost important assets. An important aspect of our market competitiveness is our ability to retain key employees and management personnel.\nCompensation for these key employees is an essential factor in attracting and retaining them, and we may not offer sufficient compensation\nto attract and retain these key employees, which could result in higher than expected turnover.\n\n \n\nWe are heavily focused on attracting and retaining key employees that\nare integral to delivering our digital marketing services. We expect for the next 12 months that total compensation will consist of a\nbase salary, stock compensation and any other form of compensation available given our financial resources. If we fail to hire and retain\na sufficient number of key employees, we may not be able to compete effectively.\n\n \n\nManagement succession at our operating units is very important to the\nongoing results because as in any service business, the success of a particular agency is dependent upon the leadership of key executives\nand management and its relationships with its clients. If key executives were to leave our company, the relationships that Specificity\nhas with its clients could be adversely affected. We have outsourced certain executive level advisory roles to cover financial reporting\nand compliance, data services and other key functions in the interim and plan to recruit full time executives when our operations allow\nus to get to scale. Our CEO is a key executive, and an unexpected absence, departure or otherwise could have a material impact on the\ncompany’s operations and ability to grow.\n\n \n\n**Specificity clients are able to pause their digital services which\ncould materially disrupt our revenues and ability to scale our business in a sustainable manner**\n\n \n\nDue to the nature of our services and competition in the marketplace,\nwe may offer clients the ability to pause their digital services for 30 days or more for a number of reasons, including allowing them\ntime to follow-up on qualified lead generation sourced using our services, seasonal factors, product or service branding refreshes or\nchanges that require time to generate market awareness, other unforeseen cash flow factors, executive management transitions, and merger\nand acquisition transactions.\n\n \n\n**Specificity is exposed to the risk of client defaults.**\n\n \n\nDespite our advanced billing approach, we are still exposed to the risk\nof significant uncollectible receivables from our clients in the event we provide services and fail to follow up on collecting for services.\nThe risk of material loss could significantly increase in periods of severe economic downturn. Such a loss could have a material adverse\neffect on our results of operations, cash flows and financial position. We often incur expenses on behalf of our clients in order to\nsecure a variety of media time and space. While we take precautions against default on payment for these services (such as billing in\nadvance for services, setting an advertising spend budget, credit analysis, advance billing of clients, and in some cases acting as an\nagent for a disclosed principal) and have historically had a very low incidence of default.\n\n \n\n 11 \n\n[Table of Contents](#toc) \n\n \n\n**Specificity is subject to regulations and litigation risk that could\nrestrict our activities or negatively impact our revenues.**\n\n \n\nAdvertising and marketing communications businesses are subject to increasing\ngovernment regulation, both domestic and foreign. There has been an increasing trend in the United States and in Europe for advertisers\nto resort to litigation and self-regulatory bodies to challenge comparative advertising on the grounds that the advertising is false\nand deceptive. Moreover, there has recently been an expansion of specific rules, prohibitions, media restrictions, labeling disclosures,\nand warning requirements with respect to advertising for certain products. Proposals have been made to ban the advertising of specific\nproducts and to impose taxes on or deny deductions for advertising which, if successful, may have an adverse effect on advertising expenditures\nand consequently, on our revenues.\n\n \n\nIn addition, laws and regulations related to consumer privacy, use of\npersonal information and digital tracking technologies have been proposed or enacted in the United States and certain international markets\n(including the European Union’s General Data Protection Regulation, or “GDPR,” the proposed European Union “ePrivacy\nRegulation” and the recently enacted California Consumer Privacy Act, or “CCPA”). We face increasing costs of compliance\nin an uncertain regulatory environment and any failure to comply with these legal requirements could result in regulatory penalties or\nother legal action. Furthermore, these laws and regulations may impact the efficacy and profitability of certain digital marketing and\nanalytics services we provide to clients, making it difficult to achieve our clients’ goals. These and other related factors could\naffect our business and reduce demand for certain of our services, which could have a material adverse effect on our results of operations\nand financial position.\n\n \n\nCompliance with data privacy laws requires ongoing investment in systems,\npolicies and personnel and will continue to impact our business in the future by increasing legal, operational and compliance costs.\nWhile we have taken steps to comply with data privacy laws, we cannot guarantee that our efforts will meet the evolving standards imposed\nby data protection authorities. In the event that we are found to have violated data privacy laws, we may be subject to additional potential\nprivate consumer, business partner or securities litigation, regulatory inquiries, governmental investigations and proceedings and we\nmay incur damage to our reputation. Any such developments may subject us to material fines and other monetary penalties and damages,\ndivert management’s time and attention, and lead to enhanced regulatory oversight all of which could have a material adverse effect\non our business and results of operations.\n\n \n\n**We rely extensively on information technology systems and cybersecurity\nincidents could adversely affect us.**\n\n \n\nIncreased cybersecurity threats and attacks, which are becoming more sophisticated,\npose a risk to third-party service providers and even within our systems and networks. Risk of security breaches remains a possibility\nwithin the infrastructure of these large global data and technology companies that we use to execute our services. We manage our cybersecurity\nrisks by leveraging the digital environment of large data and cloud infrastructures owned and operated by the largest technology companies\nin the world. We use the world’s largest third-party service providers, including data and cloud providers, to store, transmit\nand process data. We manage our cybersecurity risks within our own technology environment, by using our mobile computing devices as a\nterminal to access data and information necessary to execute our services. To be clear, we do not directly store or process digital marketing\ndata or information on our mobile computing devices.\n\n \n\nWe also have access to sensitive or personal data or information that\nis subject to privacy laws and regulations when we process client payment for our services. We leverage PCI compliant merchant card processors\nto manage, protect against, detect, prevent, respond to and mitigate cybersecurity incidents.\n\n \n\nWe use organizational training for employees to develop an understanding\nof cybersecurity risks and threats may be unable to prevent material security breaches, theft, modification or loss of data, employee\nmalfeasance and additional known and unknown threats. Any breakdown or breach in our systems or data-protection policies, or those of\nour third-party service providers, could adversely affect our reputation or business.\n\n \n\n 12 \n\n[Table of Contents](#toc) \n\n  \n\n**We are dependent upon our current officers.**\n\n \n\nWe currently are managed by two key officers, and we are entirely dependent\nupon them in order to conduct our operations. If they should resign or die, there will be no one to run Specificity, and the company\nhas no Key Man insurance. If our current officers are no longer able to serve as such and we are unable to find another person to replace\nthem, it will have a negative effect on our ability to continue active business operations and could result in investors losing some\nor all of their investment in us.\n\n \n\nWe have identified material weaknesses in our internal control over financial\nreporting which, if not remediated, could result in material misstatements in our financial statements.\n\n \n\nA material weakness is a deficiency, or combination of deficiencies,\nin internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or\ninterim consolidated financial statements may not be prevented or detected on a timely basis. As of December 31, 2025, we have identified\nfour continuing material weaknesses in internal control over financial reporting that pertain to:\n\n \n\n·We\nhad not established adequate financial reporting monitoring activities to mitigate the risk\nof management override, specifically because there are few employees and only one officers\nwith management functions and therefore there is lack of segregation of duties.\n\n \n\n·We had inadequate document retention policies and procedures to ensure\nthat all financial transactions, including timely communication of and providing financial documentation to our outside financial consultants\nregarding the opening and closing of bank and credit card accounts and convertible debt agreements; as well as timely maintained and easily\naccessible to facilitate the financial close and reporting process.\n\n \n\n·We\nhad inadequate policies and procedures related to internal control over financial reporting\nand as such relied heavily on outside consultants and advisors to assist us in the preparation\nof the annual and quarterly financial statements and partners with us to ensure compliance\nwith US GAAP and SEC disclosure requirements.\n\n \n\n·We\ncurrently do not have an independent board of directors and audit committee oversight. The\nlack of oversight by an independent board of directors could result in failure to ensure\nrobust financial reporting, internal controls and inaccurate disclosures. Additionally, the\nlack of oversight could result in a conflict of interest, undermine board objectivity, transparency,\nand compliance.\n\n \n\nIn July 2024, we engaged an external consultant to provide fractional\nChief Financial Officer and SEC reporting compliance services and to assist in developing a remediation plan. The consultant established\na centralized repository for financial transactions and implemented monthly financial accounting and reporting procedures.\n\n \n\nThe consultant is developing a 2026 remediation plan that includes:\n(i) ongoing financial management coaching and development; (ii) quarterly management review of all bank, credit card, debt, and equity\ntransactions to ensure significant capital activities are properly captured; and (iii) collaboration with senior management and operational\nteams to implement key policies and procedures to mitigate segregation of duties limitations, consistent with our current staffing and\nanticipated growth.\n\n \n\nWe cannot assure you that these remediation efforts will be completed\nwithin a specific timeframe, as our formal plans remain in development.\n\n \n\nThese identified material weaknesses will not be remediated until all\nnecessary internal controls have been designed, implemented, tested and determined to be operating effectively. In addition, we may need\nto take additional measures to address the material weakness or modify the planned remediation steps, and we cannot be certain that the\nmeasures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to\nensure that our internal controls are effective or to ensure that the identified material weakness- will not result in a material misstatement\nof our consolidated financial statements. Moreover, we cannot assure you that we will not identify additional material weakness in our\ninternal control over financial reporting in the future.\n\n \n\n 13 \n\n[Table of Contents](#toc) \n\n  \n\nUntil we remediate the material weakness, our ability to record, process\nand report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms\nof the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our common units,\ncause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties\nand generally materially and adversely impact our business and financial condition.\n\n \n\n**Items 1B. Unresolved Staff Comments.**\n\n \n\nThere are no unresolved staff comments."}