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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ________ to ________.

 Commission File Number: 000-56276

 Unicoin Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 47-4360035

 (State or other jurisdiction of
 incorporation or organization)

 (IRS Employer
 Identification No.)

 228 Park Ave South 16065

 New York, New York

 (Address of principal executive offices)

 (Registrant's telephone number, including area code) ( 212) 216-0001

 Securities registered pursuant to Section 12(b) of the Act:

 NONE

 Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, par value $0.001 per share

 (Title of class)

 Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 There is no established trading market for the registrant's common stock and therefore the aggregate market value of the registrant's common stock held by non-affiliates cannot be determined.

 As of April 15, 2025, there were 741,384,729 shares of the Registrant's common stock outstanding.

 Item

 Description

 Page

 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

 ii

 Item 1.

 BUSINESS

 Item 1A.

 RISK FACTORS

 Item 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 Item 2.

 pROPERTIES

 Item 3.

 LEGAL PROCEEDINGs

 Item 4.

 MINE SAFETY DISCLOSURE

 Item 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES

 Item 6.

 RESERVED

 Item 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Item 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Item 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Item 9a.

 CONTROLS AND PROCEDURES

 Item 9B.

 OTHER INFORMATION

 Item 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Item 11.

 EXECUTIVE COMPENSATION

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Item 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 Item 15.

 FINANCIAL STATEMENTS AND EXHIBITS

 Item 16.

 FORM 10-K SUMMARY

 SIGNATURES

 i

 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K of Unicoin Inc. contains forward-looking statements that are subject to risks and uncertainties. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future financial performance, our growth strategy, our objectives for future operations and industry trends, are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "can," "may," "intend," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," the negative of these terms, and other comparable terminology that convey uncertainty of future events or outcomes. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business and in the industry in which we operate. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under "Risk Factors." Forward-looking statements include, but are not limited to, statements regarding:

 the success or failure of Management's efforts to implement the Company's plan of operation;

 the ability of the Company to fund its operating expenses;

 the ability of the Company to compete with other companies that have a similar plan of operation;

 the effect of changing economic conditions impacting our plan of operation; and

 the ability of the Company to meet the other risks as may be described in future filings with the SEC.

 We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

 These forward-looking statements reflect our management's beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. You should refer to the "Risk Factors" section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. We cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date hereof. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

 You should read this Annual Report on Form 10-K and the documents that we reference in it and have filed as exhibits to the registration statement of which Annual Report on Form 10-K forms a part completely and with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect. We qualify all of the forward-looking statements in this Annual Report on Form 10-K by these cautionary statements.

 Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report on Form 10-K.

 ii

 Item 1.

 BUSINESS

 Unicoin Inc. is a technology company that is strategically positioned to capture a significant share of the rapidly growing digital assets and cryptocurrency market by addressing its most pressing challenges:

 -

 Extreme volatility

 -

 Lack of transparency and compliance

 -

 Absence of investor-friendly brands

 We file annual, quarterly
and other periodic reports, proxy statements and other information with the SEC. You can read our SEC filings over the Internet at the
SEC's website at www.sec.gov.

 The cryptocurrency market achieved a $3 trillion valuation in 2021 and is poised to grow beyond $30 trillion. This growth is driven by cryptocurrencies becoming mainstream payment methods and the increasing entry of institutional investors into the market. However, this financial market sector still lacks brands that fully resonate with institutional and traditional investors.

 Bitcoin, the only household name among cryptocurrencies, was created by an anonymous party to provide anonymity in financial transactions. It was initially used mostly in suspected shady or outright illegal transactions. It consumes more power than Finland and is, therefore, not easily scalable. Bitcoin has lost more than half of the crypto market to newer coins, and this trend is likely to accelerate.

 As governments, major financial institutions, and large corporations have been refraining from issuing their coins, the vacuum was filled by parody coins, including dog, cat, monkey, and frog coins. In 2021, two dog coins (Dogecoin and Shiba Inu coin) reached a combined valuation of $132B. Unicoin aspires to exceed this figure by establishing itself as a leading and enduring brand appealing to institutional and traditional investors.

 Unlike many digital assets and most cryptocurrencies, which lack dedicated branding and marketing efforts, Unicoin Inc. intends to allocate over $2 billion for branding and marketing. This substantial investment will significantly elevate Unicoin's profile, surpassing the marketing spend of all other cryptocurrencies combined. The aim is to spotlight Unicoin's unique features within the cryptocurrency landscape and to a broader market audience. Unicoin Inc.'s approach is not just about launching another cryptocurrency; it's about revolutionizing the market with a brand that embodies transparency, compliance, and investor appeal. By capitalizing on the growing demand for trustworthy digital assets and leveraging strategic branding and marketing initiatives, Unicoin is uniquely positioned to redefine the digital asset landscape and emerge as a leader in the sector.

 We also use proprietary technology to drive our TaaS (as defined below) businesses. Also, through its majority ownership and development of Unicorns (as defined below), Unicoin Inc. is a media ownership entity that expects to derive significant revenue from the Unicorn Hunters show and related opportunities, as described below.

 History and Organization

 Unicoin Inc. was
incorporated in Delaware on June 22, 2015, under the name "Transparent Business, Inc." On October 6, 2022, we changed our
name to "Unicoin Inc." Our principal executive offices are located at 228 Park Avenue South 16065, New York, NY 10003 and
our phone number is (844) 384-5069.

 Unicoin Inc. is an operating and holding company. As an operating company, Unicoin Inc. manages its SaaS software business, which provides for simple and seamless monitoring and management of remote or work-from-home employees. As a holding company, Unicoin Inc. wholly owns one TaaS operating company: SheWorks!. In June 2023, Yandiki, another TaaS company, merged into the SheWorks! operating company. Yandiki was previously owned by KMGi and Silvina Moschini, each of whom transferred their ownership interests in Yandiki to Unicoin Inc. on January 1, 2018. SheWorks! was founded by Silvina Moschini, who transferred her ownership interest to Unicoin Inc. on January 1, 2018. In 2018, KMGi transferred to Unicoin Inc. the intellectual property related to the Unicoin Inc. SaaS platform. In November 2020, Unicoin Inc. acquired a 51% majority ownership interest in ITSQuest, Inc., a regional staffing agency founded on September 21, 1994. In April 2021, Unicoin acquired a 66.67% ownership interest in Unicorns, Inc., a media company showcasing private companies seeking to obtain publicity for their private offerings, and as of April 15, 2025, the Company's ownership interest in Unicorns Inc. is 71.88%. Unicoin Inc. and its subsidiaries principally operate in North America, South America and Central America.

 The organization chart below shows the operating subsidiaries and the interests held in them by the Company:

 Subsidiaries
Outside of the United States

 Outside of the United States, the Company
has recently formed subsidiaries for purposes of holding specific parcels of real estate. These
"real estate subsidiaries" include Genniwine Inc. (organized in Thailand) and Unicoin LATAM C.A. (organized in
Venezuela). Each real estate subsidiary's sole purpose and business is to hold real estate.

 Operations in these entities from formation through
the date of this Annual Report on Form 10-K were de minimis.

 UH Properties Inc.

 While Unicoin Inc does not hold any ownership
interest in UH Properties Inc. (a company organized under the laws of the Philippines), it may be entitled to receive an economic interest
from properties currently owned or acquired in the future by UH Properties, pursuant to a partnership agreement which provides that Unicoin
Inc. will own one hundred percent (100%) of all investments within the Philippines. Under the terms of the agreement, all profits and
losses shall be borne by UH Properties Inc., the domestic Philippine corporation created to manage such investments.

 Unicorns Media Group Ltd.

 While the Company does not hold any ownership
interest in Unicorns Media Group Ltd (a company organized under the laws of the United Kingdom), the Company's subsidiary, Unicorns
Inc., may be entitled to receive economic benefits pursuant to a licensing agreement between Unicorns Inc. and Unicorns Media Group Ltd.
Pursuant to the terms of the licensing agreement, Unicorns Inc. is entitled to seventy percent (70%) of the revenues generated by Unicorns
Media Group Ltd in connection with show productions, including revenues from advertisements, sponsorships, ticket sales, merchandising,
and distribution. Unicoin Inc. owns 71.88% of the outstanding shares of Unicorns Inc., and may therefore indirectly benefit from the revenues
received by Unicorns Inc. under the licensing arrangement.

 Unicoin International Inc.

 Unicoin Inc. and Unicoin International Inc. ("UII"), a corporation established under the laws of Panama, are affiliated but
distinct legal entities, with UII operating as a non-subsidiary affiliate of Unicoin. While Unicoin has been actively engaged in fundraising
efforts, brand development, and investor outreach for its token known as "unicoin," UII is separately planning the launch
of a blockchain-based digital asset referred to as the "Unicoin International Token" or "UIT." In support of UII's
operations and marketing efforts, Unicoin provides various services and operational support—including marketing, advisory, investor
relations, IT infrastructure, and the sharing of personnel and office resources—pursuant to a contractual services and support agreement.
Under the agreement, UII compensates Unicoin for these services and may also, at its discretion and subject to applicable law, provide
UIT tokens as further consideration. Although the two entities collaborate closely and share resources, UII maintains operational and
legal independence from Unicoin, and the shared personnel remain solely employed or contracted by Unicoin, not by UII. This collaborative
arrangement is structured to enhance efficiency while preserving each party's separate corporate identity and regulatory compliance
obligations.

 Business Overview

 SaaS and TaaS Legacy Business

 Unicoin was originally a SaaS company engaged in providing workforce management software in order to better monitor and manage a remote workforce. However, the legacy operations of our SaaS business are currently being phased out of our operations through customer attrition, and are no longer the focus of our efforts.

 Unicoin's wholly owned subsidiary SheWorks!, a TaaS platform, is, we believe, a valuable asset that can operate independently or in conjunction with the Company's SaaS software. SheWorks! is a talent exchange focused on connecting women seeking freelance or employment opportunities with companies looking for freelancers or employees to fill their needs. Our Yandiki platform (now a part of SheWorks!) is also a talent exchange and platform that connects freelance talent with companies looking for leaner, more transparent ways of carrying out remote contractual work. Nevertheless, the legacy SheWorks! and Yandiki businesses are currently not the focus of our operations and are being phased out through customer attrition. Our TaaS business also encompasses ITSQuest, Inc., ("ITSQuest") a regional staffing agency with twelve locations throughout New Mexico and Texas. ITSQuest has significant contacts with employers throughout the US Southwest.

 Unicorns is a Nevada corporation, in which the Company owns a majority stake. Unicorns produces a reality television/streaming show called Unicorn Hunters that showcases private companies seeking to obtain publicity for their private offerings by appearing on the show and attempting to raise capital by advertising their exempt offerings to a wide audience.

 Currently, revenue consideration generally consists of the fair value of equity shares, stock options or warrants committed from companies that have appeared on the Unicorn Hunters show. Non-cash consideration is recognized at the estimated fair value at or near the date of contract execution. Additionally, in the future, the Company expects to earn revenue from (i) sales of "memberships" to potential investors who will gain preferred access to the private offerings showcased on the Unicorn Hunters show and (ii) the commercialization of the Unicorn Hunters shows, through syndication, advertising revenue and merchandising. All rights to Unicorn Hunters content, including all recordings and logos, are owned by Unicorns Inc.

 The Company follows the following 10-point criteria when we evaluate companies to be part of the Unicorn Hunters show, and therefore determine which securities will be added to the Fund supporting unicoins:

 1.

 Innovative Idea: A unicorn company typically starts with a unique and disruptive idea that solves a significant problem or meets an unmet need in the market.

 2.

 Scalable Business Model: The company must have a business model that can scale rapidly and efficiently, allowing it to grow exponentially.

 3.

 Strong
 Leadership: A unicorn company is led by visionary and capable leaders who can navigate challenges, make strategic decisions, and
 inspire a high-performing team.

 4.

 Market Potential: The company must operate in a large and growing market with significant opportunities for expansion and revenue generation.

 5.

 Product-Market Fit: The company's product or service must resonate with customers and offer a compelling value proposition that differentiates it from competitors.

 6.

 Rapid Growth: Unicorns experience rapid and sustained growth, often achieving high revenue and user/customer numbers within a short period.

 7.

 Funding and Investment: Securing substantial funding from venture capitalists, private equity firms, or other investors is crucial for a company to fuel its growth and reach unicorn status.

 8.

 Talent Acquisition: Attracting and retaining top talent is essential for a unicorn company to build a skilled and dedicated workforce that can drive innovation and growth.

 9.

 Global Expansion: Successful unicorns often expand their operations beyond their home market, targeting international customers and establishing a global presence.

 10.

 Adaptability and Resilience: Unicorns must be adaptable to changing market dynamics, customer preferences, and technological advancements. They should also demonstrate resilience in the face of challenges and setbacks.

 Unicoins

 Unicoin Inc. developed a token called unicoin ("unicoins" or "tokens"). We are currently
contemplating collateralizing the unicoins with additional assets. Such assets will be held by a subsidiary of ours and pledged to a
collateral agent for the benefit of the unicoin holders. We are still in the process of determining the exact nature and structure of
such collateralization.

 A portion of the unicoins' value is intended
to be supported by the equity positions received from Unicorn Hunters show participants and by other assets, such as a portion of certain
United States-based real estate. Such equity positions may be held in a to-be-created entity to facilitate proper management of the asset
portfolio. Upon the liquidation of these equity stakes and real estate assets, we intend to distribute the realized proceeds to unicoin
holders after deduction of fees and expenses, including a 20% maintenance fee for our maintenance of the unicoin ecosystem. We intend
to mint a total of 25 billion unicoins. A portion of the minted unicoins will be retained by us; accordingly, the value of these retained
unicoins could benefit our stockholders. As of February 1, 2025, we have sold unicoin presale certificates ("Certificates")
to acquire up to approximately 1.8 billion unicoins and raised approximately $37.4 million. We have also agreed to issue Certificates
for up to approximately 3.4 billion unicoins through our deferred payment plans (approximately 134 million of which have been issued).
Through these deferred payment programs, we are contractually entitled to future installment payments of $147.5 million (which, if not
made, will result in us retaining collateral contributed to us to secure a portion of the payment obligations). Additionally, we have
issued Certificates for approximately (i) 730 million unicoins to our stockholders, (ii) 522 million unicoins as discretionary compensation
payments to insiders, including employees, (iii) 200 million unicoins to service providers and influencers, (iv) 22 million unicoins to
the founders of our affiliate, ITSQuest, and (v) 1.21 billion unicoins through real estate transactions (approximately 777.4 million of
which are cancelable or in an escrow arrangement pending tokenization and title transfer).

 Holders of unicoins may use unicoins to purchase media inventory on Unicorn Hunters at our
discounted rate. We plan to purchase media inventory and resell it to unicoin holders in exchange for unicoins and/or cash, thereby giving
such holders preferred access and pricing for media inventory on Unicorn Hunters and allowing us to retain a portion of the "spread"
in pricing for its effort. Exact pricing and spreads will be determined on a case-by-case basis and has not been predetermined.

 The unicoins will have a utility function in what is referred to as the "Unicorn Hunters Ecosystem," in that holders may use unicoins to purchase media inventory at our discounted rate. The Company plans to purchase media inventory and resell it to unicoin holders in exchange for unicoins and/or cash, thereby giving such holders preferred access and pricing for media inventory and allowing to retain a portion of the "spread" in pricing for its effort. Exact pricing and spreads will be determined on a case-by-case basis and have not been predetermined.

 We may accept certain cryptocurrencies, such as Bitcoin (BTC), Ether
(ETH), Litecoin (LTC), USD Coin (USDC), Bitcoin Cash (BCH) and Tether (USDT) among others, as payment for the purchase of unicoins. Upon future liquidity needs,
the Company could pay a vendor for goods or services or convert the digital assets to a fiat currency, using the proceeds for general
business operational purposes.

 The unicoins will be issued once the groundwork
for that issuance has been completed, such as legal, technical, regulatory, brand recognition, initial portfolio of assets, and listing
on crypto exchanges. On August 28, 2024, we notified our existing investors that we were postponing the initial coin offering ("ICO")
of unicoins to conduct a thorough review of our public statements, offering materials and our business in general. We have been conducting
a thorough review of our compliance with applicable regulatory requirements with the assistance of a leading national law firm. We cannot
assess at this time the exact length of the review and will work with outside legal counsel and the appropriate regulators as expeditiously
as possible toward a path to continue our efforts and plans for the launch of unicoins.

 As of February 1, 2025, we have not issued any
unicoins and there is no assurance as to whether, or at what amount, or on what terms, unicoins will be available to be issued, if ever.

 Real Estate Subsidiaries

 Outside of the United States, we have recently
formed wholly owned or controlled subsidiaries for purposes of holding specific parcels of real estate. These "real estate subsidiaries"
include Genniwine Inc. (organized in Thailand) and Unicoin LATAM C.A. (organized in Venezuela). Each real estate subsidiary's sole
purpose and business is to hold and/or manage real estate. We may create in the future additional wholly owned or controlled subsidiaries
for holding specific parcels of real estate in the United States and outside of the United States.

 Business Organization

 Operating segments are defined as components of an enterprise, in which separate financial information is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company evaluates operating results based on measures of performance, including revenues and profit (loss). The Company currently operates in the three reporting segments: TaaS, Unicorn Hunters and SaaS.

 Our Strategy

 Through our Unicorns subsidiary, we seek to make
Unicorn Hunters the most widely watched business program and bring democratization and transparency to the pre-IPO fundraising process,
while building the Unicoin Inc. brand and increasing shareholder value.

 Our TaaS company, ITSQuest, has been a revenue-generating
talent provider for our TaaS and SaaS businesses by adding traditional staffing services and their associated revenue to our product
line. Going forward, we expect our remote workforce management business to produce lower returns than those we deem achievable through
Unicorn Hunters and unicoin.

 Our
Competitive Strengths

 Our
competitive strengths include:

 Unique
 business reality show production with celebrity participation and endorsement (Unicorns).

 Unique token project to be launched, capable
of paying distributions supported by a global marketing and visibility initiative and collateralized by various assets, including but
not limited to, equity, copper mining rights, villas, hotels and even vacant beach-front property.

 Legal
Proceedings

 We may from time to time be involved in various
claims and legal proceedings of a nature we believe are normal and are incidental to our business. These matters may include product liability,
intellectual property, employment, personal injury caused by our employees, and other general claims.

 On December 10, 2024, we received a "Wells
Notice" from the Staff of the SEC stating that it has made a preliminary determination to recommend that the SEC file an enforcement
action against us. This proposed action would allege violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections
5 and 17(a) of the Securities Act of 1933. The Staff further advised us that the potential enforcement action may involve a civil injunctive
action or other action allowed by law, and may seek remedies that include an injunction, disgorgement, pre-judgment interest, civil money
penalties, and such other relief as may be available.

 In addition, on December 10, 2024, Alex Konanykhin,
our Chief Executive Officer and Chairman of our board of directors, Silvina Moschini, one of our directors and the Chief Executive Officer
of our subsidiary Unicorns, Inc., Alejandro Dominguez, our former Chief Investment Officer, and Richard Devlin, our Senior Vice President
and General Counsel, each received a "Wells Notice" from the Staff stating that it has made a preliminary determination to
recommend that the SEC file an enforcement action against Messrs. Konanykhin, Dominguez and Devlin and Ms. Moschini. This proposed action
would allege violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections 5 and 17(a) of the Securities Act,
as well as, in the case of Mr. Konanykhin and Ms. Moschini, violations of these provisions as a controlling person of us under Section
20(a) of the Exchange Act. The Staff further advised these individuals that the potential enforcement action may involve a civil injunctive
action or other action allowed by law, and may seek remedies that include an injunction, disgorgement, pre-judgment interest, civil money
penalties, a bar from service as an officer or director and limitations on activities or bars from association and such other relief as
may be available.

 The Wells Notices are neither formal allegations
nor findings of wrongdoing. They allow the recipients the opportunity to address the issues raised by Staff before they make an enforcement
recommendation to the SEC or the SEC votes on whether to authorize an enforcement action. See our Current Report on Form 8-K filed on
December 16, 2024 regarding our response to the Wells Notices which can be found at

 We are not presently a party to any other legal
proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome,
litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 Smaller
Reporting Company

 The
Company is a "smaller reporting company" as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions
available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements
of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only
two years of audited financial statements, instead of three years. As long as we maintain our status as a "smaller reporting company",
these exemptions will continue to be available to us.

 Emerging
Growth Company

 As
a public company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company"
under the Jumpstart our Business Start-ups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of
certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable
to public companies and can avail itself of various exemptions such as an exemption from Section 404(b) of the Sarbanes-Oxley Act
of 2002 and Section 14(a) and (b) of the Exchange Act.

 As
an emerging growth company, we:

 are
 not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over
 financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

 are
 not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing
 how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

 are
 not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements
 (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);

 are
 exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

 may
 present only two years of audited financial statements and only two years of related Management's Discussion & Analysis
 of Financial Condition and Results of Operations ("MD&A"); and

 are
 eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the
 JOBS Act. Emerging growth companies may elect to defer compliance with new or revised accounting standards until private companies
 are required to comply. Emerging growth companies must make a one-time irrevocable election to apply all new or revised accounting
 standards at the same date required of non-emerging growth companies or defer adoption until private company compliance dates.

 We
intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the
adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may
make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that
have opted out of the phase-in periods under §107 of the JOBS Act.

 Certain
of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller
reporting company" under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation
and report regarding management's assessment of internal control over financial reporting; are not required to provide a compensation
discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and
may present only two years of audited financial statements and related MD&A disclosure.

 Under
the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our
initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time
that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be
an "emerging growth company" if we have more than $1.235 billion in annual revenues, have more than $700 million in market
value of our Common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year
period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary
of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1.235 billion
in gross revenues. Further, under current SEC rules we will continue to qualify as a "smaller reporting company" for so long
as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business
day of our most recently completed second fiscal quarter.

 Employees

 As of the day of this
Annual Report on Form 10-K, we had 11 employees. We also utilize consultants and temporary service providers who are not our employees,
as necessary. None of our employees are represented by a labor union or are subject to collective-bargaining agreements and we believe
we have good relationships with our employees.

 Item
 1A.

 RISK
 FACTORS

 Investment
in our securities involve a high degree of risk. You should carefully consider the risks and uncertainties described below, together
with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes
and "Management's Discussion and Analysis of Financial Condition and Results of Operations", before investing in our
securities. If any of the following risks are realized, in whole or in part, our business, financial condition, and results of operations
could be materially and adversely affected. In that event, the market value of our securities could decline, and you could lose part
or all of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may
impair the operation of our business.

 Risks
Related to Our Business

 We
have a history of losses and may not achieve profitability in the near term or at all.

 If
we increase our SaaS and TaaS subscriber and user base, we cannot provide any assurance that our subscribers will maintain their subscription
or use our services for any period of time. We expect that our operating expenses will increase as we invest in marketing efforts, hire
contractors and employees, and continue to invest in the marketing and development of our product and services. These efforts may be
costlier than we expected, and our revenue may not increase sufficiently to offset these expenses. We may continue to take action and
make investments that do not generate optimal short- or medium-term financial results and may even result in increased operating losses
in the short or medium term with no assurance that we will eventually achieve the intended long-term benefits or profitability. Further,
producing television series is both risky and costly, and we cannot provide any assurance that we will successfully syndicate the Unicorn
Hunters show or obtain any positive equity value from the issuers featured on the show. These factors, among others set out in this "Risk
Factors" section or elsewhere in this Annual Report on Form 10-K, may negatively affect our ability to achieve profitability in
the near or medium term, if at all.

 We
may fail to compete effectively in the market in which we operate.

 We
face competition from similar software-as-a-service providers, talent-as-a-service providers and media distribution companies. The failure
to compete effectively could materially and adversely affect our business, financial condition and our results of operations. There are
many providers of services that offer similar functionality, and competition will likely evolve. Our TaaS competitors also offer talent-finding
products, some of which are industry-specific. The television, entertainment and streaming video markets are highly competitive, and
there are multiple well-established players in this market who may compete against us or have a higher likelihood of gaining viewership
for new productions that our Unicorns subsidiary is able to achieve for the Unicorn Hunters show. Our main SaaS competitors primarily
include companies that offer project management software, time-tracking software or cloud-based team collaboration software. Our competitors
may have greater access to financial and marketing resources than we do and/or, may be able to capitalize on brand recognition in ways
that we may not be able to, or offer lower subscription fees with which we may not be able to compete.

 We
have a limited operating history.

 We
have a short operating history upon which to evaluate the viability and sustainability of our platform and services. We achieved only
modest revenues and are just starting to build our sales team. As our businesses expand, our historical results may not be indicative
of our future performance, and you should consider our future prospects in light of the risks and uncertainties of early-stage companies
operating in the fast-evolving industries of technology, remote work and streaming media. Some of these risks and uncertainties relate
to our ability to:

 Anticipate
 and adapt to changing user preferences;

 Increase
 awareness of our brands;

 Anticipate
 and adapt to changing preferences in the TaaS marketplace;

 Gain
 viewership and therefore revenues from Unicorns' media assets;

 Continue
 to develop additional or successful episodes of the Unicorn Hunters show;

 Adapt
 to competitive market conditions;

 Attract
 and retain qualified personnel and contractor services.

 If
we are unsuccessful in addressing any of these risks and uncertainties, our business, financial condition and results of operations may
be materially and adversely affected.

 We
need additional capital but may not be able to obtain it on favorable terms or at all.

 We
need additional cash capital resources to fund future growth and development of our businesses necessary to achieve our vision and strategy,
including developing the Unicorn Hunters show and expanding strategic partnership arrangements. We plan to continue to issue additional
equity or debt securities or obtain new or expanded credit facilities. There can be no assurance that financing will be available in
a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or
at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results
of operations. Moreover, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders.

 Although
our financial statements have been prepared on a going concern basis, we must raise additional capital to fund our operations in order
to continue as a going concern.

 Our independent registered public accounting
firm for the fiscal years ended December 31, 2024 and 2023, included an explanatory paragraph in their opinion that accompany our
audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, indicating that our current
liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity
position, we may not be able to continue as a going concern. Our ability to raise the capital needed to improve our financial condition
may be hindered by our increasing obligations which may deter investors from purchasing our equity securities or unicoin rights. The
consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and
reported expenses that may be necessary if the Company were unable to continue as a going concern.

 Our
expansion places a significant strain on our management, operational, financial, and other resources.

 We
are rapidly and significantly expanding our global operations, including increasing our service offerings and scaling our infrastructure
to support our TaaS, Unicorns and SaaS businesses. This expansion exacerbates the strain on our management, personnel, operations, systems,
technical performance, financial resources, and internal financial control and reporting functions, and our expansion increases these
factors. Failure to manage growth effectively could damage our reputation, limit our growth, and negatively affect our operating results.

 Our
acquisition of ITSQuest contains a divestiture provision, which could cause a divestiture of ITSQuest and therefore a loss of the associated
revenue to the Company.

 As of the date hereof, the Company cannot yet
assess the likelihood or probability of achieving either of the two trigger events necessary to avoid divestiture of ITSQuest. However,
if the Company is not able to achieve such trigger events, the Company's business, financial condition, results of operations and
liquidity will be materially impacted as ITSQuest represented Company assets of $10,213 thousand, revenues of $17,928 thousand, and generated
gross margins of $3,598 thousand as of and for the year ended December 31, 2024, respectively.

 Unicorn
Hunters is as-yet-unproven as a media asset or as a method of marketing our products, which may not be successful, and may be a drain
on our management and financial resources.

 Streaming
and television media and production are highly competitive industries in which our management team has limited experience. There can
be no assurance that Unicorn Hunters, the business reality series being produced by Unicorns, will achieve sufficient paid memberships,
viewership, or syndication and merchandising revenues to be profitable. In such case, Unicorns may be unable to repay the amounts drawn
on its line of credit provided by Unicoin Inc. to produce the first season of the Unicorn Hunters show, and we could incur a loss on
the operation of Unicorns. If we produce a second season of Unicorn Hunters prior to generating profit from season one, it will cause
an additional drain on our financial resources and the availability of management and other personnel who participate in the production
of the show. Finally, if Unicorn Hunters is not successful, we will not be able to fulfil our goal of using Unicoin Inc.'s sponsorship
of the show as a means to increase Unicoin Inc.'s brand awareness and awareness of our other products and services.

 Our
strategy of acquiring equity stakes in private companies featured on Unicorn Hunters may not enhance shareholder value for an extended
period of time, if at all.

 We
plan to require, as a fee for appearing on the Unicorn Hunters show, approximately 5% to 10% equity stakes (or options or warrants to
acquire the same) in some or all the companies featured in future episodes. Any such equity acquired will be illiquid and may be difficult
to value. When acquired, there will be no public market for such options or the shares underlying such options, and there can be no guarantee
that a market for such securities will ever develop. If a secondary market or exit opportunity does develop, we cannot be assured that
the price at which such securities can be sold will meaningfully contribute to shareholder value for Unicoin Inc. shareholders, or that
such value will be in line with our estimates. Further, such securities may be held for the benefit of unicoin token holders, and to
the extent that shareholders of Unicoin Inc. do not also own unicoins, such shareholders may not benefit from these securities positions
at all.

 We
have identified material weaknesses in our internal control over financial reporting. If we fail to develop and maintain an effective
system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner,
which may adversely affect investor confidence in Unicoin Inc.

 A
material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of a company's financial statements would not be prevented or detected on a timely basis.
These deficiencies could result in additional material misstatements to its financial statements that could not be prevented or detected
on a timely basis. As of the year ended December 31, 2024, we have identified un-remediated material weaknesses in connection with
our (i) entity-level controls (ii) information technology general controls and segregation of duties and (iii) equity accounting primarily
related to issuance of stock to investors. This resulted from a lack of necessary business processes, internal controls, record retention
policy, and adequate number of qualified personnel within our accounting function.

 The
material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient
period of time and management has concluded, through testing, that these controls are effective.

 We
cannot assure you that the measures will be sufficient to avoid potential future material weaknesses. Accordingly, there could continue
to be a possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

 We and certain of our current and former
executive officers have received "Wells Notices" from the SEC staff recommending that the SEC bring enforcement actions against
us and such executive officers which could have a material adverse effect on our business, financial condition and results of operations,
prospects, and/or the value of our Common Stock.

 On
December 10, 2024, we, along with Alex Konanykhin, our Chief Executive Officer and Chairman of our board of directors, Silvina
Moschini, one of our directors, the Chief Executive Officer of our subsidiary Unicorns, Inc. and recently named Chief Strategy Officer, Alejandro Dominguez, our former Chief
Investment Officer, and Richard Devlin, our Senior Vice President and General Counsel, received a "Wells Notice" (the
" Wells Notices ") from the Staff of the SEC (the " Staff ")
stating that the Staff has made a preliminary determination to recommend that the SEC file an enforcement action against us and each
such individual. The Staff further advised us that the potential enforcement action may involve a civil injunctive action or other
action allowed by law, and may seek remedies that include an injunction, disgorgement, pre-judgment interest, civil money penalties,
a bar from service as an officer or director and limitations on activities or bars from association and such other relief as may be
available. On December 31, 2024, we, along with Messrs. Konanykhin, Dominguez and Devlin and Ms. Moschini, responded to the Wells
Notices we received in the form of a "Wells Submission".

 Although a Wells Notice is
neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law, it is a formal notice that the
SEC intends to bring an enforcement action against the recipient. If the SEC were to authorize an action against us and/or any of the
individuals named above, it could seek an injunction against future violations of provisions of the federal securities laws, the imposition
of civil monetary penalties, and other equitable relief within the SEC's authority. The SEC could also seek an order barring the
individuals from serving as an officer or director of a public company. In addition, the SEC could seek disgorgement of an amount from
us that may exceed our ability to pay.

 Certain
communications and marketing materials have incorrectly stated the regulatory status of unicoins, which could cause market confusion
and expose the Company to enforcement actions by regulatory authorities such as the Securities and Exchange Commission if such statements
are deemed to be materially misleading, which would adversely affect the Company's ability to carry out its plans with respect
to the launch of tokenized unicoins.

 Statements
contained in promotional videos and on our Unicorn Hunters show have erroneously stated the unicoins are "registered with the SEC,"
which statements are factually incorrect, as unicoins have not been registered, and unicoin rights have been sold only
pursuant to exemptions from the SEC's registration requirements, as described in this Annual Report on Form 10-K and in "Risks
Related to Our Unicoin Offering" below. Such statements were the result of the misunderstanding of the registration process and
the regulatory status of unicoins and unicoin rights by the speakers of these statements. Despite the correct disclosure in the Company's
offering materials and other SEC filings, such incorrect statements could have material adverse effects on our company and its plans
for the tokenization and launch of unicoins. For example, although unintentional, such statements could be deemed to have been materially
misleading statements regarding the characteristics of unicoins and unicoin rights, thereby exposing the Company to possible enforcement
action or civil actions by investors. Such actions could substantially delay our ability to register unicoins for sale to the public
in the future, or substantially delay our ability to list unicoins on a digital asset exchange. Further, an adverse outcome in any such
action could impose substantial financial penalties and consequences on the Company, which could have a material adverse impact on our
financial condition or delay or prevent the successful public launch of unicoins.

 Unicoins do not yet exist, and their terms
have not yet been finalized.

 Unicoins are intended to
have aspects of a security token as well as aspects of a utility token. Unicoins, including the utility for which they will be used,
are subject to modification by our management as we more fully explore the market opportunities, our need for capital, regulatory and
legislative changes, and technological needs and limitations. We also reserve the right to issue unicoins under a different name than
now contemplated, in our discretion. We can make no assurances that any modifications or adjustments to our plan of operations for unicoins
will be more beneficial than our original intentions, and therefore the future value and/or utility of unicoins may decline.

 We
accept payments for investments in our securities in the form of cryptocurrencies, including Bitcoin and Ether, which could cause the
value of those investments to fluctuate.

 The
prices of blockchain assets such as Bitcoin and Ether have historically been subject to dramatic fluctuations and are highly volatile.
Therefore, the value initially received upon an investment using cryptocurrencies could fluctuate, causing the value of such investments
to be more or less than originally received as we hold onto such blockchain assets. The value of blockchain assets and fluctuations in
the price of blockchain assets could materially and adversely affect our business and the value of an investment in our common stock.

 We
currently generate significant revenue from a limited number of key customers and the loss of any of our key customers may harm our business,
results of operations and financial results.

 A small number of customers account for a large
share of our revenue and accounts receivable. The following table summarizes the Company's revenues from customers that contributed
to at least 10% of total revenues:

as a % of
Total Revenues

 Year
Ended

 Customer Reference

 2024

 2023

 Customer A (a TAAS customer)

 %

 %

 Customer B (a TAAS customer)

 %

 *

 *
 Revenue from this customer did
not amount to 10% or more of total revenues during the period reported.

 The following table summarizes the Company's
accounts receivable from customers that contributed to at least 10% of total accounts receivable, net:

 Accounts Receivable
as a % of

Accounts Receivable, net

 Customer Reference

2024

2023

 Customer A (a TAAS customer)

 %

 *

 Customer B (a TAAS customer)

 %

 %

 Customer C (a TAAS customer)

 %

 *

 Customer D (a Unicorns customer)

 *

 %

 *
 Accounts Receivable from this
customer did not amount to 10% or more of Accounts Receivable as of the period reported.

 TaaS
contracts with these customers (similar to contracts with other TaaS customers) are for a duration of less than a year. Each contract
is a straightforward time and materials arrangement to provide professional services with monthly billings. The Company's TaaS
operations could be adversely affected if management is not able to obtain significant new customers and retain existing customers.

 Because
of the nature of the Unicorns business, we expect that a relatively small number of customers will continue to account for a substantial
portion of our Unicorns revenues for the foreseeable future. Unicorns contracts for the customers referenced above were both billed and
recorded as revenue at the time the episode was distributed on the Unicorn Hunters website in accordance with Company's accounting
policy. There are no remaining episodes under contract to be distributed in relation to the Unicorns customers referenced above. Consideration
from Unicorns customer is fixed at contract inception and has historically been received in one of two forms: 1) either a pre-determined
number of stock options, warrants or shares or 2) options, warrants or shares representing a specific percentage of the customer's
common stock outstanding as of a particular point in time. Unicorns customers are generally smaller start-up companies which are not
publicly traded. As noted elsewhere in the "Risk Factors," there is no public market for such stock options and warrants
or the shares underlying such options and warrants, and there can be no guaranty that a market for such securities will ever develop.
Non-cash consideration from Unicorns customers is further discussed in the Critical Accounting Policies and Estimates section under Revenue
Recognition in "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Unicorns
business is not dependent on renewal of existing contracts, instead it relies on management's ability to successfully identify
and contract with high-potential private businesses interested in the opportunity to "pitch" for payment of stock options
or warrants (private equity).

 There
are multiple cryptocurrencies in various stages of development with the name Unicoin or a similar variant of Unicoin. Investors may be
confused as to which cryptocurrency or digital asset is the one offered by the Company.

 Despite
the distinguishing characteristics of similarly named cryptocurrency projects, such as the "central bank cash reserve currency"
being developed by the Digital Currency Monetary Authority (the "DCMA"), also called "Unicoin," there remains
a risk of investor confusion in the marketplace. We have had initial discussions about trademark coverage with the owner of the DCMA's
cryptocurrency, also called "Unicoin," although we cannot guarantee that we will come to a favorable resolution with the DCMA
on this issue and cannot determine its materiality at this time. Despite the different structure, target audience and features of the
DCMA's coin and other similarly named coins, there remains a risk that potential investors may select the wrong "Unicoin"
when attempting to purchase unicoins on an exchange after tokenization.

 The
Company's business is exposed to the potential misuse of digital assets and malicious actors.

 The
security procedures and operational infrastructure of the Company and INX may be breached due to the actions of outside parties, error
or malfeasance of an employee of the Company or INX, or otherwise, and, as a result, an unauthorized party may obtain access to the Company's
digital asset accounts, private keys, data or tokens. Additionally, outside parties may attempt to fraudulently induce employees of the
Company or INX to disclose sensitive information in order to gain access to the infrastructure of the Company or INX. As the techniques
used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant
until a predetermined event, and often are not recognized until launched against a target, the Company may be unable to anticipate these
techniques or implement adequate preventative measures. If an actual or perceived breach of the Company's digital assets account
occurs, the market perception of the effectiveness of its security protocols could be harmed and the value of the Company's common
stock could be materially adversely affected. As an example, as discussed in Note 5, the Company concluded that certain digital assets
were misappropriated by an unknown and unauthorized outside party that bypassed the Company's security procedures and operational
infrastructure. The Company is currently exploring its legal options; however, has been determined it will not be able to recover those assets.

 We
will need to implement strict finance and accounting systems, procedures and controls to operate our business.

 We
will be required to comply with a variety of reporting, accounting and other rules and regulations. Compliance with these requirements
will be expensive. We will need to implement strict finance and accounting systems, procedures and controls to satisfy our reporting
requirements and these requirements may increase our costs and require additional management time and resources. If our internal controls
have undetected weaknesses or our internal control over financial reporting is determined to be ineffective, such failure could cause
investors to lose confidence in our reported financial information, negatively affect the market price of unicoins (and our common stock)
and adversely impact our business and financial condition.

 Global or regional
health pandemics or epidemics could negatively impact our business, financial position and results of operations.

 The emergence, severity,
magnitude and duration of global or regional pandemics, epidemics or other health crises are uncertain and difficult to predict. A pandemic,
epidemic or contagious disease outbreak that affects humans or the food supply, such as the avian flu impact on poultry and egg production
could impact our business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory,
supply chain operations, the extent and duration of measures to try to contain the spread of a virus or other disease (such as travel
bans and restrictions, quarantines, shelter-in-place orders, limitations on large gatherings, business and government shutdowns and other
restrictions on retailers), our ability to predict future performance, exposure to litigation and our financial performance, among other
things. In the event of any global or regional health crisis, customer demand for certain products may fluctuate, customer behaviors
may change and consumer disposable income could be negatively impacted, which may challenge our ability to anticipate and/or adjust inventory
levels to meet that demand. These risks and their impacts are difficult to predict and could otherwise disrupt and adversely affect our
operations and our financial performance.

 To the extent that a
future pandemic, epidemic or contagious disease outbreak occurs, such events may also heighten other risks described in this Item 1A,
including but not limited to those related to consumer behavior and expectations, competition, our reputation, implementation of strategic
initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability
and cost, and litigation and regulatory requirements.

 Risk
Related to Our Management and Control Persons

 We
depend on key personnel, the loss of any of whom could be detrimental to our business.

 Our
success depends to a significant degree upon the continued contributions of certain key personnel, including co-founders Alex Konanykhin
and Silvina Moschini, who would be difficult to replace. If any of our key personnel were to cease employment with us, our operating
results could suffer. We also believe that our future success depends, in large part, upon our ability to attract and retain highly skilled
managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot provide assurance that we will
be successful in attracting and retaining such personnel.

 The
concentration of our capital stock ownership with insiders will likely limit your ability to influence corporate matters.

 Our executive officers, directors, and
several stockholders and their affiliated entities together beneficially own a majority of our outstanding common stock. In
particular, as of December 31, 2024, Silvina Moschini, our Chief Strategy Officer and our Unicorns, Inc. Chief Executive Officer,
and Alex Konanykhin, Chairman of the Board of Directors and our Chief Executive Officer, together beneficially own 73.05% of our
outstanding common stock. As a result, these stockholders, if they act together or in a block, could have significant influence over
most matters that require approval by our stockholders, including the election of directors and approval of significant corporate
transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or
preventing a change of control of our company that other stockholders may view as beneficial.

 Certain
provisions of our Bylaws provide our Chairman and Chief Executive Officer with control over the Board and grant them discretion over
total director compensation.

 Our
Bylaws provide that our directors have no voting rights during their initial one-year term. As a result of this provision and recent
director resignations, our Chairman and Chief Executive Officer is currently the only director with voting rights and thereby controls
the Board. In addition, our Bylaws permit the Chairman and Chief Executive Officer, at his discretion, to pay bonuses to directors in
recognition of their contributions to the growth of the Company. This provision may result in the Chairman and Chief Executive Officer
granting a bonus to himself or to other directors, which gives them discretion over total compensation for each director.

 Risks
Related to our Unicoin Offering

 The
terms of the to-be-issued unicoins have not yet been finalized.

 Unicoins are intended to have aspects of
a token, as well as aspects of a utility token within the Unicorn Hunters ecosystem. Unicoins, including the utility for which they will
be used, are subject to modification by our management as we more fully explore the market opportunities, our need for capital, regulatory
and legislative changes, and technological needs and limitations. The Company also reserves the right to issue unicoins under a different
name than now contemplated, in its discretion. We can make no assurances that any modifications or adjustments to our plan of operations
for unicoins will be more beneficial than our original intentions, and therefore the future value and/or utility of unicoins may decline,
which may impact the price of our common stock.

 We
have not identified all the persons that we will need to hire to provide services and functions critical to the launch of unicoins
and no assurance can be given that we will be able to hire the necessary persons on acceptable terms, if at all.

 Our unicoin business has not been launched yet
and we have not identified all the persons that we will need to hire to provide services and functions critical to this line of business.
If we are unable to hire persons with the necessary expertise on terms acceptable to us, then we will not be able to launch unicoins as
contemplated. Further, even if we are able to hire such service providers, they might be unable to meet our specifications and requirements,
which could have a material adverse effect on our ability to develop and launch our business plan.

 We
may not be able to successfully execute our business strategy if we are deemed to be an investment company under the Investment Company
Act of 1940.

 In
general, under the Investment Company Act, a U.S. company that does not qualify to use one of the "private investment company"
(or other specialized) exemptions from investment company status, that has made (or proposes to make) a public offering of its securities
and that is, or holds itself out as being, engaged primarily in the business of investing, reinvesting or trading in securities must
register, and is subject to regulation, as an investment company under that Act. In addition, in general, investment company status may
apply (again, unless a specialized exemption is available) because a company owns "investment securities" (essentially, non-controlling
interests in other companies' securities or controlling interests in companies that have the characteristics of an investment company)
constituting more than 40% of the value of the investing company's unconsolidated assets (disregarding U.S. government securities
and "cash items"). The future activities of our Unicorn Hunters show, which is intended to develop a diversified portfolio
of startup and emerging growth companies to support the value of unicoins, is likely to cause us or one or more of our subsidiaries to
be considered an investment company.

 We may accept certain cryptocurrencies, such as Bitcoin (BTC), Ether
(ETH), Litecoin (LTC) and USD Coin (USDC) among others, as payment for the purchase of unicoins. The Company intends to hold these cryptocurrencies
without converting into fiat currencies, in custodial wallets through INX and Coinbase. If these assets constitute more than 40%
of the value of the Company's unconsolidated assets (disregarding U.S. government securities and "cash items"), the
Company may need to register and operate as an investment company.

 If
the Company were deemed to be an "investment company" under the Investment Company Act, applicable restrictions could make
it impractical for us to continue our business as contemplated and could have a material adverse effect on our business. The Investment
Company Act contains substantive legal requirements that regulate the manner in which an "investment company" is permitted
to conduct its business activities. If we or one of our subsidiaries are deemed to be, and are required to register as, an investment
company under the Investment Company Act, our activities may be restricted, including limitations on our ability to borrow, limitations
on our capital structure, limitations on our ability to issue additional common stock, restrictions on acquisitions of interests in associated
companies, prohibitions on transactions with affiliates, restrictions on specific investments. In addition, we may have imposed upon
us burdensome requirements, including compliance with governance, reporting, record keeping, voting, proxy disclosure and other statutory
requirements and related rules and regulations. If and when we are deemed to be an investment company, we would need to arrange our structure
and future operations accordingly in order to comply with the foregoing restrictions and requirements. Compliance with the requirements
of the Investment Company Act applicable to registered investment companies will add significant costs to our operations and could have
a negative impact on our consolidated revenues and cost of operations. If we were ever deemed to be in noncompliance with the Investment
Company Act, we could also be subject to various penalties, including administrative or judicial proceedings that might result in censure,
fine, civil penalties, cease-and-desist orders or other adverse consequences, as well as private rights of action, any of which could
materially adversely affect our business and the price of our common stock.

 We have no operating history in blockchain
and tokens, and therefore valuation of the Certificates and unicoins is difficult.

 Our operations to date have consisted of developing,
marketing and selling our SaaS and TaaS services and the Unicorn Hunters show. Accordingly, we have no operating history in the blockchain
and token industries upon which an evaluation of our prospects and future performance with respect to unicoins can be made.

 We believe that the value of unicoins will be
influenced by the supply of unicoins, the market's perception of the Unicoin's value and the liquidity for unicoins on a secondary
market, as well as the success of Unicorn Hunters and the development of a diversified portfolio of interests in promising companies and
other assets, which will support the value proposition of unicoins. The original purchase price of certificates evidencing the right to
receive unicoins and the underlying unicoins may not be indicative of the market price of unicoins after they have been made available
for trading on a market. There is also no assurance that the market price of unicoins will not decline below their original purchase price.

 The
application of distributed ledger technology and reliance on third-party blockchains is novel and untested and may contain inherent flaws
or limitations.

 Blockchain is an emerging technology that offers
new capabilities which are not fully proven in use. There are limited examples of the application of distributed ledger technology. In
most cases, software used by blockchain asset issuing entities will be in an early development stage and still unproven. As with other
novel software products, the computer code underpinning the unicoins and Ethereum blockchain may contain errors, or function in unexpected
ways. Insufficient testing of smart contract code, as well as the use of external code libraries, may cause the software to break or function
incorrectly.

 If we discover errors or unexpected functionalities
in the unicoin smart contract after it has been deployed, we may make a determination that the unicoin smart contract is defective and
that its use should be discontinued. Although we intend to replace the unicoins and the unicoin smart contract with a new token using
a new smart contract, we may be required to take certain measures, such as freezing digital wallet addresses so that such wallets cannot
transfer unicoins, which may disrupt trading in unicoins. Such a determination and our subsequent deployment of a new smart contract and
replacement token could have a material effect on the value of any investment in our business.

 In addition, if we utilize an Ethereum-based blockchain,
transactions on that blockchain may require a "gas fee," which is a fee payable in ETH, for verifying a transaction. Depending
on the mechanics and pricing of the digital asset exchange that we choose, gas fees may be payable by us, or may be passed on to users
when transacting on the blockchain. Further, the cost to tokenize and list unicoins on a trading platform consists of multiple due diligence,
technical and setup fees, which are presently unknown, but expected to be between $250 thousand and $500 thousand. Such fees will vary,
depending upon the exchange platform chosen and the number of unicoin rights holders to be onboarded onto a platform. The variable amount
of gas fees and other expenses presents an undetermined expense for investors and/or the company, which may have an adverse effect on
the eventual market value for our unicoins and could negatively impact their liquidity.

 The
creation and operation of digital platforms for the public trading of blockchain assets will be subject to potential technical, legal
and regulatory constraints. There is no warranty that the process for receiving, use and ownership of blockchain assets will be uninterrupted
or error-free and there is an inherent risk that the software, network, blockchain assets and related technologies and theories could
contain undiscovered technical flaws or weaknesses, the cryptographic security measures that authenticate transactions and the distributed
ledger could be compromised, and breakdowns and trading halts could cause the partial or complete inability to use or loss of blockchain
assets.

 Risks
associated with the distributed ledger technology could affect our business directly or the market for blockchain assets generally. In
either case, the occurrence of these events could have a materially adverse effect on an investment in the Company.

 Because
we rely on third-party blockchain technologies, users of our platform could be subject to blockchain protocol risks.

 Reliance
upon other third-party blockchain technologies to create our platform subjects us and our customers to the risk of ecosystem malfunction,
unintended function, unexpected functioning of, or attack on, the providers' blockchain protocol, which may cause our platform
to malfunction or function in an unexpected manner, including, but not limited to, slowdown or complete cessation in functionality of
the platform.

 The unicoins project may ultimately fail,
for technical, operational, commercial, regulatory or any other reasons.

 It is possible that despite the reasonable endeavors
of such persons and their advisors, the unicoin project may fail, e.g., if insufficient funds are received during the unicoin fundraising
effort or if unicoins are not ultimately launched, including due to technical, operational, commercial, regulatory or any other reasons.
These events will negatively impact our current business strategy and are therefore likely to negatively impact the value of Unicoin Inc.
and its common stock.

 The prospect of any holder of unicoins to
receive any cash or unicoin distributions from us is highly uncertain.

 We plan, through our Unicorns, Inc. subsidiary
and the Unicorn Hunters show, to develop a diversified portfolio of equity interests in private companies that we believe have the potential
to reach a valuation of $1 billion or more. Our intent is to liquidate such positions for a gain, when such companies achieve a liquidity
event, such as through a public offering, listing, merger or otherwise. Upon a liquidity event and divestiture of any such holdings, we
plan to distribute net proceeds to holders of unicoins and/or shareholders of Unicoin Inc., in amounts and allocation percentages that
remain unknown and undecided at this time. There can be no assurance that any of such portfolio companies will achieve a liquidity event,
or that we will be successful in developing a diversified portfolio, or that any such liquidity event will allow us to achieve a net gain.
Therefore, our ability to pay distributions to holders of unicoins in any form (i.e., cash, additional unicoins or a combination of both)
is highly uncertain at this time, and we may not be able to make such distributions at all. Further, we can give no assurance that the
company can accurately predict the future value of any portfolio company. In such case, the value of unicoins could be materially negatively
impacted, and harm to our reputation could occur.

 There is currently no trading market for
unicoins and we cannot ensure that a liquid market will occur or be sustainable.

 As of the date of this Annual Report on Form 10-K,
unicoins have not yet been released into the market, and there is therefore no public market for unicoins or for the Certificates. There
can be no assurance that there will be an active market for unicoins in the future, whether on a registered securities exchange or ATS
that has accepted unicoins for trading or quotation, or elsewhere. Also, there is significant uncertainty as to whether unicoins will
or may be traded on any trading platform, whether within or outside the United States.

 We may, in the future, take certain steps, including
utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business. We may need
to compensate consultants with cash and/or unicoins. There can be no assurance that there will be any awareness generated or the results
of any efforts will result in any impact on unicoin trading volume.

 We have taken advantage of certain exemptions
to the registration requirements of the Securities and Exchange Commission when selling our securities, including rights to acquire unicoins,
and any failure to adhere to the requirements of such exemptions could adversely affect our ability to raise future capital and could
subject us to significant penalties, which could have a material adverse impact on our financial condition and ability to continue operations.

 The
Company has offered unicoin right certificates with terms and conditions which are set forth in a confidential private placement memorandum
initially dated February 2022, and a confidential private placement memorandum for an offering through INX Securities dated February 2024
(collectively, "the Private Offering"). The Private Offering is being conducted pursuant to an exemption from U.S. securities
registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
and Rule 506(c) thereunder. Each U.S. domiciled investor in unicoin rights must be an "accredited investor," as defined
in Rule 501 of the Securities Act, and a sale to each non-U.S. domiciled investor in unicoin rights must comply with Regulation
S of the Securities Act.

 We do not plan to register the Private Offering
with either the U.S. Securities and Exchange Commission or any state securities commission. Rather, we will rely on the private offering
exemptions from registration provided by Section 4(a)(2) of the Act, and/or the safe harbor provided by Rule 506(c) of Regulation
D, as well as Regulation S promulgated thereunder and applicable state exemptions or notice filing provisions related to private offerings.
Additionally, should the SEC determine that the offering was or is not in compliance with Section 4(a)(2), the Company could be forced
to refund all purchases by investors, which could occur after the Company has sold unicoin rights and spent some or all of the proceeds
of the offering. Penalties could also be imposed, which may be significant. In such an event, holders of unicoins of unicoin rights could
lose some or all of their investment. Such actions could substantially delay our ability to register unicoins for sale to the public in
the future, or substantially delay our ability to list unicoins on a digital asset exchange. Further, an adverse outcome in any such action
could impose substantial financial penalties and consequences on the Company, which could have a material adverse impact on our financial
condition or delay or prevent the successful public launch of unicoins.

 For example, our failure to comply with the applicable
exemptions could cause the Company and its officers and directors to be labeled as "Bad Actors," which will prohibit the Company
and such persons from being involved in future private placements for 10 years or more. Such a penalty will have a material adverse impact
on our ability to raise additional capital in unregistered offerings, which could adversely impact our financial condition or delay or
prevent the successful public launch of unicoins.

 Blockchain
is a nascent and rapidly changing technology and there remains relatively small use of blockchain networks and blockchain assets in the
retail and commercial marketplace. The slowing or stopping of the development or acceptance of blockchain networks may adversely affect
an investment in our Company.

 The
development of blockchain networks is a new and rapidly evolving industry that is subject to a high degree of uncertainty. Factors affecting
the further development of the blockchain industry include:

 continued
 worldwide growth in the adoption and use of blockchain networks and assets;

 the
 maintenance and development of the open-source software protocol of blockchain networks;

 changes
 in consumer demographics and public tastes and preferences;

 the
 popularity or acceptance of the Bitcoin or Ethereum networks;

 the
 availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat
 currencies;

 government
 and quasi-government regulation of blockchain networks and assets, including any restrictions on access, operation and use of blockchain
 networks and assets; and

 the
 general economic environment and conditions relating to blockchain networks and assets.

 Our
business model is dependent on continued investment in and development of the blockchain industry and related technologies. If investments
in the blockchain industry become less attractive to investors or innovators and developers, or if blockchain networks and assets do
not gain public acceptance or are not adopted and used by a substantial number of individuals, companies and other entities, then it
would have a material adverse impact on our prospects and our operations.

 The
application of distributed ledger technology remains relatively novel and untested and may contain inherent flaws or limitations.

 Blockchain, while becoming more prevalent in today's
economy, is still an emerging technology that offers new capabilities which are not fully proven in use. There are limited examples of
the application of distributed ledger technology. In most cases, software used by blockchain asset issuing entities will be in an early
development stage and still unproven. As with other novel software products, the computer code underpinning unicoins and Ethereum blockchain
may contain errors, or function in unexpected ways. Insufficient testing of smart contract code, as well as the use of external code libraries,
may cause the software to break or function incorrectly. Any error or unexpected functionality may cause a decline in the value of unicoins
after their issuance and result in substantial losses to purchasers of Certificates and the underlying unicoins.

 If we discover errors or unexpected functionalities
in the unicoin smart contract after it has been deployed, we may make a determination that the unicoin smart contract is defective and
that its use should be discontinued. We may be required to take certain measures, such as freezing digital wallet addresses so that such
wallets cannot transfer unicoins, which may disrupt trading in unicoins. Such a determination and our subsequent deployment of a new smart
contract and replacement token could have a material effect on the value of any investment in our common stock or our business.

 The
creation and operation of digital platforms for the public trading of blockchain assets will be subject to potential technical, legal
and regulatory constraints. There is no guaranty that the process for receiving, use and ownership of blockchain assets will be uninterrupted
or error-free and there is an inherent risk that the software, network, blockchain assets and related technologies and theories could
contain undiscovered technical flaws or weaknesses, the cryptographic security measures that authenticate transactions and the distributed
ledger could be compromised, and breakdowns and trading halts could cause the partial or complete inability to use or loss of blockchain
assets.

 Risks
associated with the distributed ledger technology could affect our business directly or the market for blockchain assets generally. In
either case, the occurrence of these events could have a materially adverse effect on the Company.

 The
open-source structure of blockchain software means that blockchain networks may be susceptible to malicious cyber-attacks or may contain
exploitable flaws, which may result in security breaches and the loss or theft of blockchain assets.

 Most
blockchain networks operate based on some form of open-source software. An open-source project is not represented, maintained or monitored
by an official organization or authority. Because of the nature of open-source software projects, it may be easier for third parties
not affiliated with the issuer to introduce weaknesses or bugs into the core infrastructure elements of the blockchain network. This
could result in the corruption of the open-source code which may result in the loss or theft of blockchain assets.

 Blockchain
networks may be the target of malicious attacks seeking to identify and exploit weaknesses in the software. Such events may result in
a loss of trust in the security and operation of blockchain networks and a decline in user activity which could have a negative impact
on the Company.

 Each
blockchain network, including the Ethereum network, is dependent upon its users and contributors, and actions taken, or not taken, by
the users or contributors of a blockchain network could damage its reputation and the reputation of blockchain networks generally.

 Developers
and other contributors to blockchain network protocols generally maintain or develop those blockchain networks, including the verification
of transactions on such networks. Because the networks are decentralized, these contributors are generally not directly compensated for
their actions. Therefore, most blockchain networks provide that such contributors receive awards and transfer fees for recording transactions
and otherwise maintaining the blockchain network. Such fees are generally paid in the blockchain asset of that network.

 The security and
integrity of blockchain assets, including the value ascribed to blockchain assets, relies on the integrity of the underlying
blockchain networks. We currently plan to issue unicoins as an ERC1404 blockchain asset that is programmed using a smart contract
that is compatible with the Ethereum blockchain. As the unicoin has not yet been tokenized, it remains uncertain which blockchain
standard will ultimately be utilized, while the ERC-20 standard was originally contemplated. While the Company believes that
Ethereum may be a suitable blockchain for Unicoin, further technological and regulatory developments prior to the tokenization of
unicoin may result in the Company selecting a different blockchain. Therefore, based upon the available technologies and the
Company's needs at the time of tokenization, a standard will be selected at a later date. Transfer costs will include exchange
fees of the individual exchanges on which unicoin may be traded.

 The Company has begun exploring possible service
providers and exchanges who can assist with the tokenization of unicoins and eventual launch. Neither the unicoin rights nor the tokenized
unicoins will grant any intellectual property rights to holders.

 The
prices of blockchain assets are extremely volatile. Fluctuations in the price of Bitcoin, Ether and/or other blockchain assets could
materially and adversely affect the Company and the value of unicoins.

 The
prices of blockchain assets such as Bitcoin and Ether have historically been subject to dramatic fluctuations and are highly volatile.
As relatively new products and technologies, blockchain assets have only recently become accepted as a means of payment for goods and
services, and such acceptance and use remains limited. Conversely, a significant portion of demand for blockchain assets is generated
by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets.

 In
addition, some blockchain industry participants have reported that a significant percentage of blockchain asset trading activity is artificial
or non-economic in nature and may represent attempts to manipulate the price of certain blockchain assets. Trading platforms or blockchain
assets may seek to inflate demand for a specific blockchain assets, or blockchain assets generally, which could increase the volatility
of that asset or blockchain asset trading prices generally.

 The
market price of these blockchain assets, as well as other blockchain assets that may be developed in the future, may continue to be highly
volatile. A lack of expansion, or a contraction of adoption and use of blockchain assets, may result in increased volatility or a reduction
in the price of blockchain assets.

 Several
additional factors may influence the market price of blockchain assets, including, but not limited to:

 Global
 blockchain asset supply;

 Global
 blockchain asset demand, which can be influenced by the growth of retail merchants' and commercial businesses' acceptance
 of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset trading platforms
 and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure,
 and the regulatory restrictions on their use;

 Changes
 in the software, software requirements or hardware requirements underlying the blockchain networks;

 Changes
 in the rights, obligations, incentives, or rewards for the various participants in blockchain networks;

 The
 cost of trading and transacting in blockchain assets, and whether such costs may become fixed or standardized;

 Investors'
 expectations with respect to the rate of inflation;

 Interest
 rates;

 Currency
 exchange rates, including the rates at which blockchain assets may be exchanged for fiat currencies;

 Fiat
 currency withdrawal and deposit policies of blockchain asset trading platforms and liquidity on such platforms;

 Interruptions
 in service or other failures of major blockchain asset trading platforms;

 Investment
 and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in blockchain
 networks or blockchain assets;

 Monetary
 policies of governments, trade restrictions, currency devaluations and revaluations;

 Regulatory
 measures, if any, that affect the use of blockchain assets;

 The
 maintenance and development of the open-source software utilized in blockchain networks;

 Global
 or regional political, economic or financial events and situations; or

 Expectations
 among blockchain network participants that the value of such blockchain assets will soon change.

 A
decrease in the price of a single blockchain asset may cause volatility in the entire blockchain industry and may affect other blockchain
assets. For example, a security breach that affects investor or user confidence in Ether or Bitcoin may affect the industry as a whole
and may also cause the price of other blockchain assets to fluctuate.

 The
value of blockchain assets and fluctuations in the price of blockchain assets could materially and adversely affect our business and
investment in the Company.

 The
regulatory regimes governing blockchain technologies, blockchain assets and the purchase and sale of blockchain assets, especially securities
tokens such as unicoins, are uncertain, and new regulations or policies may materially adversely affect the development of blockchain
networks and the use of blockchain assets.

 Initially,
it was unclear how distributed ledger technologies, blockchain assets and the businesses and activities utilizing such technologies and
assets would fit into the current web of government regulation. As blockchain networks and blockchain assets have grown in popularity
and in market size, international, federal, state and local regulatory agencies have begun to clarify their position regarding the sale,
purchase, ownership and trading of blockchain assets.

 Regulation of the
trading of blockchain assets has evolved significantly over the past several years. On November 16, 2018, the Division of
Corporation Finance, Division of Investment Management, and Division of Trading and Markets issued the Statement on Digital Asset
Securities Issuance and Trading, confirming the applicability of the federal securities law framework to new and emerging
technologies, such as blockchain assets. The Statement summarized the SEC's stance on actors and institutions that sell tokens
in initial offerings or develop and facilitate the secondary market for tokens, which is that market participants must still adhere
to the SEC's well-established and well-functioning federal securities law framework when dealing with technological
innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain.
Although the Statement provides additional guidance to participants in the blockchain asset marketplace, in general the regulation
of blockchain assets under the current regulatory framework applicable to currencies or securities remains in its early stages and
is subject to uncertainty.

 In
addition, various legislative and executive bodies in the United States and in other countries have shown that they intend to adopt legislation
to regulate the sale and use of blockchain assets. Such legislation may vary significantly among jurisdictions, which may subject participants
in the blockchain trading marketplace to different and perhaps contradictory requirements. As of March 2023, thirty-nine states, Puerto
Rico and the District of Columbia have addressed legislation regarding cryptocurrency, digital or virtual currencies and other digital
assets in the 2023 legislative session, according to the National Conference of State Legislators.

 New
or changing laws and regulations or interpretations of existing laws and regulations, in the United States and elsewhere, may materially
and adversely impact the development and growth of blockchain networks and the adoption and use of blockchain assets. The imposition
of restrictions on all blockchain assets, or certain blockchain assets, could affect the value, liquidity and market price of blockchain
assets subject to heightened regulation, by limiting access to marketplaces or exchanges on which to trade such blockchain assets, or imposing
restrictions on the structure, rights and transferability of such blockchain assets. Some governments may seek to ban transactions in
blockchain assets altogether.

 The
Company may be prevented from entering, or it may be required to cease operations in, a jurisdiction that makes it illegal or commercially
unviable or undesirable to operate in such jurisdiction. Enforcement, or the threat of enforcement, may also drive a critical mass of
participants and trading activity away from regulated markets, and toward unregulated exchanges. Although it is impossible to predict
the positions that will be taken by certain governments, any regulatory changes affecting blockchain assets could be substantial and
materially adverse to the development and growth of our business and investment in the Company.

 Risks
Related to Our Industry

 We
rely upon the internet infrastructure, cloud service providers and telecommunications networks in the markets in which we operate.

 Our
product and services are provided as a software-as-a-service and talent-as-a-service, meaning that we contract with third-party providers
to host our application and platform. While we take every precaution and use best-in class providers, our business depends on the performance
and reliability of our third-party cloud service providers in the markets where we operate. There are risks inherent in all cloud computing
that if our platform were affected, could affect the availability of our service or negatively impact our subscribers. Key risks include:

 Unauthorized
 access to or leaks of our customer data;

 Security
 risks in the technology itself;

 Unauthorized
 access to or leaks of our proprietary technology;

 Inability
 to set or reinforce security policy;

 Application
 or system performance; and

 Provider's
 business continuity and disaster readiness.

 In
the event of a technology breakdown by our service provider, our subscribers may experience disruptions or failures of, or other problems
with use of our platform. In addition, the Internet infrastructure in emerging markets where we operate may hold higher risks of failure.

 Any
interruptions or delays in services from third parties, including data center hosting facilities, cloud computing platform providers
and other hardware and software vendors, or our inability to adequately plan for and manage service interruptions or infrastructure capacity
requirements, could impair the delivery of our services and harm our business.

 We
currently serve our customers from third-party data center hosting facilities and cloud computing platform providers located in the United
States, Canada and the United Kingdom. We also rely on computer hardware purchased or leased from, software licensed from, and cloud
computing platforms provided by, third parties to offer our services, including database software, hardware and data from a variety of
vendors. Any damage to, or failure of our systems generally, including the systems of our third-party platform providers, could result
in interruptions in our services. As we increase our reliance on these third-party systems, our exposure to damage from service interruptions
may increase. Interruptions in our services may cause us to issue credits or pay penalties, cause customers to make warranty or other
claims against us or to terminate their subscriptions and adversely affect our attrition rates and our ability to attract new customers,
all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our services
are unreliable.

 Infrastructure
capacity requirements may exceed our expectation such that we experience significant strains on our data center capacity, resulting in
our customers experiencing performance degradation or service outages that may subject us to financial liabilities and harm our business.
As we add data-centers and capacity and continue to utilize cloud computing platform providers, we may move or transfer our data and
our customers' data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of
our services, which may damage our business.

 We
may not have adequate sources of recovery if the digital assets held by us are lost, stolen or destroyed due to third-party digital asset
services, which could have a material adverse effect on our business, financial condition and results of operations.

 Certain
digital assets held by us have previously been stored on Coinbase. We believe that the security procedures that Coinbase utilizes, such
as dual authentication security, secured facilities, segregated accounts and cold storage, are reasonably designed to safeguard our digital
assets from theft, loss, destruction or other issues relating to hackers and technological attack. Nevertheless, the security procedures
cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by us. In addition,
Coinbase's limited liability under its services agreement with us may limit our ability to recover losses relating to our digital
assets. If such digital assets are lost, stolen or destroyed under circumstances rendering a third party liable to us, it is possible
that the responsible third party may not have the financial resources or insurance sufficient to satisfy any or all of our claims against
the third party, or have the ability to retrieve, restore or replace the lost, stolen or destroyed digital assets due to governing network
protocols and the strength of the cryptographic systems associated with such digital assets. To the extent that we are unable to recover
on any of our claims against any such third party, such loss could have a material adverse effect on our business, financial condition,
and results of operations.

 The
popularity of content is difficult to predict and can change rapidly, and low public acceptance of the Unicorn Hunters show could adversely
affect our results of operations.

 The
anticipated revenues derived from the sale, distribution and licensing of television and streaming programming, and our ability to acquire
our desired portfolio of private equities, depend primarily on widespread public acceptance of the Unicorn Hunters show, which is difficult
to predict and can change rapidly. We have invested and must continue to invest substantial amounts in the production and marketing of
the Unicorn Hunters show before we learn whether it will reach anticipated levels of popularity with consumers and potential investors.
The popularity of the Unicorn Hunters show depends on many factors, only some of which are within our control. Examples include the popularity,
quality and amount of competing content (including, in addition to traditional competitors in media and entertainment, locally-produced
content internationally and other business-related programming, some of which have large and growing subscriber/user bases and are significantly
increasing their programming investments), our ability to maintain or develop strong brand awareness and target key audiences, and our
ability to successfully anticipate (and timely adapt to) changes in consumer tastes in the many countries and territories in which we
operate. Low public acceptance of the Unicorn Hunters could adversely affect its results of operations and therefore the overall value
of Unicoin Inc.

 We may be subject to reputational harm,
regulatory scrutiny, and financial losses due to the unauthorized use of our brand and the emergence of fraudulent websites and scams
impersonating our company.

 We have become aware of an increasing number of
fake websites, phishing schemes, and other scams that falsely represent themselves as being affiliated with Unicoin Inc. These fraudulent
activities often mimic our branding, trademarks, or website design to mislead consumers, divert traffic, or solicit unauthorized investments.
Such scams can result in consumer confusion, reputational damage, and potential legal exposure, especially if victims mistakenly associate
their losses with our business.

 Despite our ongoing efforts
to monitor, report, and remove such fraudulent content, we may be unable to fully prevent these activities or mitigate their impact.
Any failure to detect or address these impersonation efforts promptly may erode trust in our brand, reduce user engagement, and lead
to regulatory or law enforcement investigations. In addition, any public association with these scams, even if we are not responsible
for them, may materially and adversely affect our reputation, operations, and financial condition.

 Privacy
concerns and laws such as the European Union's General Data Protection Regulation, evolving regulation of cloud computing, cross-border
data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our services and adversely affect
our business.

 Regulation
related to the provision of services over the Internet is evolving, as federal, state and foreign governments continue to adopt new,
or modify existing, laws and regulations addressing data privacy and the collection, processing, storage, transfer and use of data. In
some cases, data privacy laws and regulations, such as the European Union's ("EU") General Data Protection Regulation
("GDPR") that took effect in May 2018, could impose new obligations directly on us as both a data controller and a data
processor, as well as on many of our customers. In addition, domestic data privacy laws, such as the California Consumer Privacy Act
("CCPA") which took effect in January 2020, continue to evolve and could expose us to further regulatory burdens. Further,
laws such as the EU's proposed e-Privacy Regulation are increasingly aimed at the use of personal information for marketing purposes,
and the tracking of individuals' online activities.

 These
laws may require us to make additional changes to our services to enable Unicoin Inc. or our customers to meet the new legal requirements
and may also increase our potential liability exposure through higher potential penalties for non-compliance. These new or proposed laws
and regulations are subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements could
reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer
and process data or, in some cases, impact our ability or our customers' ability to offer our services in certain locations, to
deploy our solutions, to reach current and prospective customers, or to derive insights from customer data globally. For example, ongoing
legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United
States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or
unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S. and Swiss-U.S. Privacy
Shield framework. Additionally, certain countries have passed or are considering passing laws requiring local data residency. The costs
of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services,
reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant
fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any
of which could harm our business.

 Furthermore,
the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers
or our customers' customers to resist providing the data necessary to allow our customers to use our services effectively. Even
the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could
inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

 If
we fail to anticipate or identify significant Internet-related and other technology trends and developments early enough, or if we do
not devote appropriate resources to adapting to such trends and developments, our business could be harmed.

 If
we are unable to develop enhancements to and new features for our existing or new services that keep pace with rapid technological developments,
our business could be harmed. The success of enhancements, new features and services depends on several factors, including the timely
completion, introduction and market acceptance of the feature, service or enhancement by customers, administrators and developers, as
well as our ability to seamlessly integrate all of our service offerings and develop adequate selling capabilities in new markets. Failure
in this regard may significantly impair our revenue growth as well as negatively impact our operating results if the additional costs
are not offset by additional revenues. In addition, because our services are designed to operate over various network technologies and
on a variety of operating systems and computer hardware and software platforms using a standard browser, we will need to continuously
modify and enhance our services to keep pace with changes in Internet-related hardware, software, communication, browser, and database
technologies, as well as continue to maintain and support our services on legacy systems. We may not be successful in either developing
these modifications and enhancements or in bringing them to market in a timely manner. Furthermore, uncertainties about the timing and
nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research
and development or service delivery expenses. Any failure of our services to operate effectively with future network platforms and technologies
could reduce the demand for our services, result in customer dissatisfaction and harm our business.

 Our
ability to deliver our services is dependent on the development and maintenance of the infrastructure of the Internet by third parties.

 The
Internet's infrastructure is comprised of many different networks and services that are highly fragmented and distributed by design.
This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and
supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names ("ICANN")
and the Internet Assigned Numbers Authority, now under the stewardship of ICANN.

 The
Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, denial-of-service
attacks or related cyber incidents, and it could face outages and delays in the future. These outages and delays could reduce the level
of Internet usage or result in fragmentation of the Internet, resulting in multiple separate Internets. These scenarios are not under
our control and could reduce the availability of the Internet to us or our customers for delivery of our Internet-based services. Any
resulting interruptions in our services or the ability of our customers to access our services could result in a loss of potential or
existing customers and harm our business.

 In
addition, certain countries have implemented (or may implement) legislative and technological actions that either do or can effectively
regulate access to the Internet, including the ability of Internet Service Providers to limit access to specific websites or content.
These actions could potentially limit or interrupt access to our services from certain countries or Internet Service Providers, impede
our growth, result in the loss of potential or existing customers and harm our business.

 Sales
to customers outside the United States expose us to risks inherent in international operations.

 We
sell our services throughout the world and are subject to risks and challenges associated with international business. We intend to continue
to expand our international sales efforts. The risks and challenges associated with sales to customers outside the United States or those
that can affect international operations generally, include:

 localization
 of our services, including translation into foreign languages and associated expenses;

 regulatory
 frameworks or business practices favoring local competitors;

 evolving
 domestic and international tax environments;

 foreign
 currency fluctuations and controls, which may make our services more expensive for international customers and could add volatility
 to our operating results;

 compliance
 with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption,
 import/export, antitrust, data transfer, storage and protection, and industry-specific laws and regulations, and our ability to identify
 and respond timely to compliance issues when they occur;

 regional
 data privacy laws and other regulatory requirements that apply to outsourced service providers and to the transmission of our customers'
 data across international borders, which grow more complex as we scale and expand into new markets;

 treatment
 of revenue from international sources, intellectual property considerations and changes to tax codes, including being subject to
 foreign tax laws and being liable for paying withholding income or other taxes in foreign jurisdictions;

 different
 pricing environments;

 natural
 disasters, acts of war, terrorism, pandemics or security breaches; and

 regional
 economic and political conditions.

 Any
of these factors could negatively impact our business and results of operations. The above factors may also negatively impact our ability
to successfully expand into emerging market countries, where it can be costly and challenging to establish and maintain operations, including
hiring and managing required personnel, and difficult to promote our brand, and where we may not otherwise succeed.

 Weakened
global economic conditions may adversely affect our industry, business and results of operations.

 Our
overall performance depends in part on worldwide economic and geopolitical conditions. The United States and other key international
economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety
of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange
markets, bankruptcies and overall uncertainty with respect to the economy. These economic conditions can arise suddenly, and the full
impact of such conditions can remain uncertain. In addition, geopolitical developments, such as potential trade wars, can increase levels
of political and economic unpredictability globally and increase the volatility of global financial markets. Moreover, these conditions
can affect the rate of information technology spending and could adversely affect our customers' ability or willingness to purchase
our services, delay prospective customers' purchasing decisions, reduce the value or duration of their subscription contracts,
or affect attrition rates, all of which could adversely affect our future sales and operating results. These conditions may also limit
the overall willingness or ability of employers to hire additional staff, contractors or freelancers, and could decrease the willingness
of investors to invest in the securities of private companies, such as those featured on our Unicorn Hunters show. All of these conditions
could adversely affect our future sales and operating results. Also, the broader consequences in the current conflict between Russia
and Ukraine, which may include further embargoes, regional instability and geopolitical shifts; airspace bans relating to certain routes,
or strategic decisions to alter certain routes; and potential retaliatory action by the Russian government against companies, and the
extent of the conflict on our business and operating results cannot be predicted. We may incur expenses or delays relating to such events
outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

 Our
operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto.

 Due
to the highly volatile nature of the cryptoeconomy and the prices of crypto assets, which have experienced and continue to experience
significant volatility, our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments
and movements in the broader cryptoeconomy. Our operating results may fluctuate significantly as a result of a variety of factors, many
of which are unpredictable and in certain instances are outside of our control.

 In
view of the rapidly evolving nature of our business and the cryptoeconomy, periodic comparisons of our operating results may not be meaningful,
and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements
may be significantly different from historical or projected rates. Our operating results in one or more future quarters may fall below
the expectations of securities analysts and investors, which may impact the price of our common stock significantly.

 Due
to unfamiliarity and some negative publicity associated with crypto asset platforms, confidence or interest in crypto asset companies
may decline.

 Crypto
asset companies are relatively new. Many of our competitors are unlicensed, unregulated, operate without supervision by any governmental
authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate
practices, cybersecurity, and regulatory compliance. As a result, customers and the general public may lose confidence or interest in
crypto asset companies, similar to us.

 Since
the inception of the cryptoeconomy, numerous crypto asset companies have been sued, investigated, or shut down due to fraud, manipulative
practices, business failure, and security breaches. In many of these instances, customers of these companies were not compensated or
made whole for their losses. Similar companies like us are more appealing targets for hackers and malware, and may also be more likely
to be targets of regulatory enforcement actions. For example, in May 2019, Binance, one of the world's largest platforms,
was hacked, resulting in losses of approximately $40 million, and in February 2021, Bitfinex settled a long-running legal dispute
with the State of New York related to Bitfinex's alleged misuse of over $800 million of customer assets. Most recently the collapse
of FTX in the fourth quarter of 2022 drove additional credit related bankruptcies. These events, among others, contributed to an overall
market capitalization decline and resulted in a loss of confidence in the broader cryptoeconomy, adverse reputational impact to crypto
asset companies, increased negative publicity surrounding crypto more broadly, heightened scrutiny by regulators and lawmakers and a
call for increased regulations of crypto assets and crypto asset companies.

 We
may be subject to risks related to government contracts and related procurement regulations.

 Our
contracts with federal, state, local, and foreign government entities, as well as those of our customers, are subject to various procurement
regulations and other requirements relating to their formation, administration and performance. We may be subject to audits and investigations
relating to our government contracts, and any violations could result in various civil and criminal penalties and administrative sanctions,
including termination of contract, refunding or suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment
from future government business. In addition, such contracts may provide for termination by the government at any time, without cause.
Any of these risks related to contracting with governmental entities, whether by us or our customers who are government contractors could
adversely impact our future sales and operating results.

 We
may be subject to risks related to talent classification in our TaaS businesses in various jurisdictions.

 While
our terms of service for users of our TaaS services limit all sourced talent to the classification of independent contractor, we cannot
be assured that local regulations in all countries into which we place or from which we secure talent will agree with our classification.
Therefore, we face the risk that certain jurisdictions will treat our sourced talent as employees of our users/customers, which will
subject us to increased regulatory burdens, increased costs, and possibly misclassification penalties. Such classification disputes,
or an undesired result of such disputes, could cause our TaaS businesses to become less profitable or unprofitable, or could limit the
geographic diversity from which we source talent.

 Other
Risk Factors

 We
have historically failed to provide current and timely disclosure as a reporting company under Section 12 under the Exchange Act.

 We
are required to provide current and timely disclosure, including financial information, as a reporting company under Section 12
under the Exchange Act. We did not timely file our interim financial statements on Form 10-Q for the periods ended March 31, 2022
and June 30, 2022. While these reports were outstanding, investors and shareholders did not have complete and current business and
financial information about the Company, including unaudited quarterly financial information. As such, there was inadequate public information
available about the Company to properly evaluate its common stock or the prospects of the Company at the time such reports were outstanding.
While future compliance with all reporting requirements is a top priority of our current management, no assurances can be provided, given
our limited operating history and our inability to comply with reporting requirements in the past, that we will be able to comply with
our reporting obligations in the future. Failure to comply with reporting obligations subjects us to possible regulatory action by the
SEC, which could adversely affect our business and our results of operations.

 We are an "emerging growth company"
and a "smaller reporting company," and the reduced disclosure requirements applicable to emerging growth companies and smaller
reporting companies may make our Common Stock less attractive to investors.

 We are an "emerging growth company,"
as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and may remain an emerging growth company for
up to five years. For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure
requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"),
not being required to comply with any requirement for a supplement to the auditor's report providing additional information about
the audit and the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. As a result, the information we provide stockholders will be different than the information that is available with respect to
other public companies.

 In addition, the JOBS Act provides that an emerging
growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows
an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to avail ourselves of this exemption, and, therefore, while we are an emerging growth company, we will not
be subject to the new or revised accounting standards at the same time that they become applicable to other public companies that are
not emerging growth companies. As a result of this election, our financial statements may not be comparable to those of other public companies
that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or
revised accounting standards whenever such early adoption is permitted for private companies.

 We are also a "smaller reporting company,"
meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result
of this Offering is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal
year. We may continue to be a smaller reporting company after this Offering if either (i) the market value of our stock held by nonaffiliates
is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the
market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease
to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller
reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited
financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced
disclosure obligations regarding executive compensation.

 We cannot predict whether investors will find
our Common Stock less attractive if we rely on these exemptions. If some investors find our Common Stock less attractive as a result,
there may be a less active trading market for our Common Stock and our stock price may be more volatile.

 Obligations
associated with being a public company will require significant resources and management attention.

 As
a public company, we are subject to certain reporting requirements, including those of the Exchange Act, which require that we timely
file annual, quarterly and current reports with respect to our business and financial condition. The obligations of being a public company
in the United States require significant expenditures and will place significant demands on our management and other personnel, including
costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance
practices, including those under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley") and the Dodd-Frank Wall Street
Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls
and procedures and internal control over financial reporting among many other complex rules that are often difficult to implement, monitor
and maintain compliance with. Moreover, the reporting requirements, rules and regulations will make some activities more time-consuming
and costly, particularly after we are no longer deemed an "emerging growth company" or "smaller reporting company."
In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Our management
and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep
pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation, among other potential problems.
Compliance with these rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board
of Directors.

 In
addition, we will be required to, among other things, institute more comprehensive financial reporting and disclosure compliance procedures
and establish new internal policies, including those relating to disclosure controls and procedures. These rules and regulations, and
any future changes thereto, will increase our legal and financial compliance costs compared to our prior operations and will require
significant time and attention from our management team.

 Our actual results of operations may not
meet our guidance and investor expectations, which would likely cause our share price to decline.

 From time to time, we may release guidance in
our earnings releases, earnings conference calls, or otherwise, regarding our future performance that represent our management's
estimates as of the date of release. If given, this guidance, which will include forward-looking statements, will be based on projections
prepared by our management. Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity,
are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our
control. The principal reason that we expect to release guidance is to provide a basis for our management to discuss our business outlook
with analysts and investors. With or without our guidance, analysts and investors may publish expectations regarding our business, financial
condition, and results of operations. We do not accept any responsibility for any projections or reports published by any such third parties.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by
us will not materialize or will vary significantly from actual results. If our actual performance does not meet or exceed our guidance
or investor expectations, the value of our Common Stock may decline.

 We do not expect to declare or pay any dividends
on our Common Stock for the foreseeable future.

 We do not intend to pay cash dividends on our
Common Stock for the foreseeable future. Consequently, investors must rely on sales of their shares after price appreciation, which may
never occur, as the only way to realize any future gains on their investment. Any future determination to pay dividends will be at the
discretion of our board of directors and subject to, among other things, our compliance with applicable law, and depending on, among
other things, our business prospects, financial condition, results of operations, cash requirements and availability, capital expenditure
needs, the terms of any preference equity securities we may issue in the future, covenants in the agreements governing any current or
future indebtedness, other contractual restrictions, industry trends, and any other factors or considerations our board of directors
may regard as relevant. Furthermore, our ability to pay dividends on our Common Stock will depend on our receipt of cash distributions
and dividends from our direct and indirect subsidiaries, which may be similarly impacted by, among other things, the terms of any preferred
equity securities these subsidiaries may issue in the future, debt agreements, other contractual restrictions, and provisions of applicable
law.

 Item
 1 B.

 U NRESOLVED
 STAFF COMMENTS

 The
requirements for Item 1B. "Unresolved Staff Comments" are not applicable to the Company, as it is not an accelerated filer,
a large accelerated filer (each as defined in Rule 12b-2 of the Exchange Act) or a well-known seasoned issuer (as defined in Rule 405
of the Securities Act).

 ITEM
 1C.

 CYBERSECURITY

 We
operate in the technology sector, which is subject to various cybersecurity risks that could adversely affect our business, financial
condition, and results of operations, including intellectual property theft, fraud, violation of privacy laws, other litigation and legal
risk, and reputational risk. We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect
our business and information systems. We use various tools and methodologies to manage cybersecurity risks that are tested on a regular
cadence to the best of our ability.

 Our
business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property.
Any disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our operations,
research, product development, and competitive position. They
may also result in a breach of our contractual obligations or legal duties to protect the privacy and confidentiality of our stakeholders.
Such a breach could expose us to business interruption, future lost revenue, ransom payments, remediation costs, liabilities to affected
parties, cybersecurity protection costs, lost assets, litigation, regulatory scrutiny and actions, and reputational harm.

 Our
Chief Information Officer works with others in our information technology department (IT) to assess any reasonably foreseeable internal
and external risks to our information systems, including the likelihood of malware, ransomware, cyber espionage, and any other cybersecurity
threats. Through these risk assessments, management seeks to determine the likelihood of, and potential
damage that could result from, such risks, and the sufficiency of existing systems and safeguards in place to manage them. Our IT continually
monitors our systems for any attempted unauthorized entries or breaches. Information gathered from these processes enables our IT to
make any necessary adjustments to our systems and address any identified gaps in existing safeguards.

 Our
IT also provides guidance and support with respect to protecting our information systems from these various threats.

 The
Company is currently in the process of implementing a more formalized cybersecurity program.

 Item
 2.

 DESCRIPTION
 OF PROPERTY

 The Company has facilities in Nevada, New York,
New Mexico, and Texas. These facilities have leases that expire on various dates through 2028
and are subject to periodic changes. We believe that our existing facilities are well-maintained and in good operating condition.

 ITEM 3.

 LEGAL PROCEEDINGS

 We may from time to time be involved
in various claims and legal proceedings of a nature we believe are normal and are incidental to our business. These matters may include
product liability, intellectual property, employment, personal injury caused by our employees, and other general claims. Regardless of
outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other
factors.

 On
December 10, 2024, we received a "Wells Notice" from the Staff of the SEC stating that it has made a preliminary determination
to recommend that the SEC file an enforcement action against us. This proposed action would allege violations of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder and Sections 5 and 17(a) of the Securities Act of 1933. The Staff further advised us that the potential
enforcement action may involve a civil injunctive action or other action allowed by law, and may seek remedies that include an injunction,
disgorgement, pre-judgment interest, civil money penalties, and such other relief as may be available.

 In
addition, on December 10, 2024, Alex Konanykhin, our Chief Executive Officer and Chairman of our board of directors, Silvina Moschini,
one of our directors and the Chief Executive Officer of our subsidiary Unicorns, Inc., Alejandro Dominguez, our former Chief Investment
Officer, and Richard Devlin, our Senior Vice President and General Counsel, each received a "Wells Notice" from the Staff
stating that it has made a preliminary determination to recommend that the SEC file an enforcement action against Messrs. Konanykhin,
Dominguez and Devlin and Ms. Moschini. This proposed action would allege violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder and Sections 5 and 17(a) of the Securities Act, as well as, in the case of Mr. Konanykhin and Ms. Moschini, violations of these
provisions as a controlling person of us under Section 20(a) of the Exchange Act. The Staff further advised these individuals that the
potential enforcement action may involve a civil injunctive action or other action allowed by law, and may seek remedies that include
an injunction, disgorgement, pre-judgment interest, civil money penalties, a bar from service as an officer or director and limitations
on activities or bars from association and such other relief as may be available.

 The Wells Notices are neither formal allegations
nor findings of wrongdoing. They allow the recipients the opportunity to address the issues raised by Staff before they make an enforcement
recommendation to the SEC or the SEC votes on whether to authorize an enforcement action. See our Current Report on Form 8-K filed on
December 16, 2024 regarding our response to the Wells Notices which can be found at

 Regardless of outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.

 Item
 4.

 mine
 safety disclosures

 Not
applicable.

 PART
II

 Item
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES

 (a)
Market Information.

 Our
Common Stock is not trading on any stock exchange.

 (b)
Holders.

 As
of the date of this Annual Report on Form 10-K, there are approximately 4,223 holders of our Common Stock.

 (c)
Dividends.

 We
have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present
intention of our management to utilize all available funds for the development of our business.

 (d)
Issuer Purchase of Equity Securities

 None.

 (e)
Recent Sales of Unregistered Equity Securities

 Capital
Raising Transactions - Common Stock

 Price

 Common
 Stock
 Shares Issued

 Dates

 Exemption

 Various

 82,913,692

 *

 5/1/18 to
 5/31/20

 Section 4(a)(2)

 $

 0.10

 44,150,000

 1/8/19 to 2/3/20

 S

 $

 0.20

 22,306,525

 5/1/20 to 8/2/20

 S

 $

 0.30

 7,398,278

 8/3/20 to 8/23/20

 S

 $

 0.60

 7,598,831

 8/24/20 to 10/5/22

 S

 $

 1.00

 7,485,660

 10/6/20 to 6/30/23

 S

 $

 2.00

 9,158,529

 12/1/20 to 3/31/23

 S

 $

 3.00

 1,877,856

 7/31/21 to 3/31/23

 S

 $

 4.00

 1,114,607

 12/1/20 to 3/31/23

 S

 $

 0.40

 5,273,029

 5/1/24 to 10/31/24

 S

 $

 1.00

 1,541,965

 5/22/24 to 10/31/24

 S

 *

 Convertible
 Notes. All notes have converted. Original total face amount of $2,097,000 and accrued interest of $307,682 into 82,913,691 shares,
 for an average conversion price of $0.13

 Common
Stock Shares Issued in Exchange for Other Securities - ITSQuest, Inc. Acquisition

 Fair
 Value on
 Date of Issuance
 or Release from Escrow

 Common
 Stock
 Shares Issued

 Dates

 Exemption

 $

 0.19

 6,500,000

 11/25/20

 Section 4(a)(2)

 $

 0.39

 1,500,000

 12/28/22*

 Section 4(a)(2)

 *

 Out
 of the initial 3,500,000 shares subject to the holdback provision, the Company released 1,500,000 shares on December 28, 2022,
 pursuant to the amended Share Exchange Agreement, as discussed in Note 13 – Related Party Transactions of "Notes to Consolidated
 Financial Statements". As of the day of this Annual Report on Form 10-K, 2,000,000 shares remain subject to the holdback provision,
 pending resolution of the ITSQuest tax liability that existed at the time of the acquisition.

 Capital
Raising Transaction - Debt

 On
May 24, 2021, we commenced a private placement of debt securities, in the form of short-term unsecured promissory notes. Amounts
sold through December 31, 2024 are as follows:

 Minimum
 Price

 Total
 Amount Sold

 Interest
 Rate

 Dates

 Exemption

 $

 1,000

 $

 1,229,000

 *

 20.0

 %

 6/3/21 to 12/31/21

 $

 1,000

 $

 80,100

 20.0

 %

 1/26/22 to 12/31/22

 $

 1,000

 136,000

 20.0

 %

 4/17/23 to 7/31/23

 *

 Through the day of this Annual Report on Form
 10-K, the outstanding balance on these Unsecured Notes amounts to $100 thousand.

 Capital
Raising Transaction - Offering of Unicoin Rights

 On
February 7, 2022, we commenced a private placement of rights to receive unicoins, in the form of a Token Purchase Agreement or Unicoin
Grant Agreement. Amounts sold to accredited investors or issued to service providers through the day of this Annual Report on Form 10-K
are as follows:

 Price
 per
 Unicoin Right*

 Total
 Number of
 Unicoin Rights Sold**

 Dates***

 Exemption

 $

 0.0014

 462,000,000

 9/1/24 to 12/31/24

 $

 0.0074

 747,600

 9/1/24 to 9/30/24

 $

 0.01

 1,367,851,280

 2/24/22 to 12/31/24

 $

 0.017

 77,690,886

 4/1/22 to 3/31/24

 $

 0.02

 46,710,400

 8/1/24 to 12/31/24

 $

 0.03

 633,333

 3/01/24 to 9/30/24

 $

 0.04

 45,615,000

 8/1/24 to 12/31/24

 $

 0.05

 57,084,200

 3/12/22 to 12/31/24

 $

 0.05

 243,586,226

 5/1/23 to 12/31/24

 $

 0.055

 29,867,260

 9/1/22 to 7/31/2024

 $

 0.06

 676,667

 8/1/24 to 12/31/24

 $

 0.07

 19,200,000

 4/1/23 to 12/31/24

 $

 0.08

 4,040,000

 4/1/23 to 12/31/24

 $

 0.089

 30,395,447

 12/1/22 to 12/31/24

 $

 0.09

 5,060,000

 8/1/24 to 12/31/24

 $

 0.10

 129,903,168

 3/18/22 to 12/31/24

 $

 0.101

 7,182,006

 3/1/23 to 9/30/24

 $

 0.11

 1,065,000

 4/1/23 to 12/31/24

 $

 0.12

 234,000

 5/1/23 to 12/31/24

 $

 0.122

 6,628,306

 6/1/23 to 9/30/24

 $

 0.13

 125,000

 9/1/24 to 9/30/24

 $

 0.14

 1,415,000

 4/1/23 to 9/30/24

 $

 0.15

 1,667

 3/01/24 to 3/31/24

 $

 0.18

 100,000

 9/1/22 to 9/30/2024

 $

 0.19

 27,500

 1/12/24 to 12/31/24

 $

 0.20

 11,770,395

 9/8/22 to 12/31/24

 $

 0.30

 153,067

 9/1/22 to 12/31/24

 $

 0.35

 1,136,314

 6/1/23 to 12/31/24

 $

 0.36

 1,899,741

 3/1/24 to 12/31/24

 $

 0.373

 3,804,607

 9/1/23 to 10/31/23

 $

 0.395

 5,363,133

 9/1/24 to 12/31/24

 $

 0.40

 5,234,221

 11/2/22 to 9/30/24

 $

 0.459

 1,028,203

 10/31/23 to 3/31/24

 $

 0.493

 2,528,752

 4/1/23 to 6/30/2024

 $

 0.50

 8,104,231

 3/1/23 to 12/31/24

 $

 0.52

 9,334

 9/1/22 to 9/30/2024

 $

 0.75

 8,806,263

 4/1/24 to 12/31/24

 *

 The
 price per unicoin right was determined by a tiered pricing schedule based on volume. Each transaction on each of these issuances
 had at least a certain number of unicoin rights issued at the specified price.

 **

 unicoin
 rights issued as a non-cash distribution to shareholders and as discretionary compensation to employees are not included in this
 table. Refer to Note 7 – Unicoin rights financing obligation for details regarding the issuance of those unicoin rights.

 ***

 The
 date represents when the unicoin right transaction was accounted by the company for the investor's purchase. The price was
 agreed at a previous date when the investor subscribed to such price with a commitment to purchase soon after. In the future, there
 might be additional transactions funded at each of these prices listed.

 Pursuant
to the five-year deferred payment plan and ten-year prepaid plan discussed in Note 7 – Unicoin rights financing obligation of "Notes
to Consolidated Financial Statements," included in Item 8 of this Annual Report on Form 10-K, we are reporting the following transactions
up to the date of this report:

 -

 Five-Year Deferred Payment Plan – through the date hereof, investors signed agreements to purchase 3,260 million.

 -

 Ten-Year Prepaid Plan – through the date hereof, investors paid have paid $1,897 thousand for the future purchase of unicoins pursuant to the ten-year plan.

 Item
 6.

 RESERVED

 Item
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts of this
Annual Report on Form 10-K contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions,
and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those
discussed in the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" included
elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected
for any period in the future.

 Overview

 Unicoin
Inc. (hereinafter the "Company", "Unicoin", "we", "us", or "our") was incorporated
in the state of Delaware on June 22, 2015. In 2008, our SaaS platform was developed by KMGi, the precursor to Unicoin, as an internal
tool for monitoring and managing computer-based work for the purpose of improving efficiency of both remote and on-site employees and
eliminating overbilling by contractors. The SaaS platform has been in use since 2009, initially under the name TransparentBilling, serving
KMGi's internal operations. With clients of all sizes in multiple countries around the world, and over 30,000 registered individual users of our remote talent platform,
Unicoin Inc. brings together an end-to-end solution to manage distributed teams in a transparent and efficient way.

 Unicoin Inc. is an operating and holding company.
As an operating company, Unicoin Inc. manages its SaaS (Software-as-a-Service) software business which provides for simple and seamless
monitoring and management of remote or work-from-home employees. Unicoin Inc. has also launched a token project in early 2022, as a complementary
business to its Unicorns, Inc. (hereinafter "Unicorns" or "Unicorn Hunters") subsidiary. As a holding company,
Unicoin Inc. wholly owns one Talent-as-a-Service ("TaaS") operating company and platform: SheWorks! In June 2023, Unicoin
Inc. merged Yandiki, previously the Company's second TaaS operating company, into the SheWorks! operating company. As a holding
company, Unicoin Inc. is also the majority owner of a traditional staffing agency, ITSQuest, with a regional presence in the U.S. Southwest.
Finally, as a holding company, Unicoin Inc. also became the majority owner in 2021 of Unicorns Inc., a media production company producing
Unicorn Hunters, a business and investing reality show.

 Unicoin Inc. developed a token called unicoin
("unicoins" or "tokens"). We are currently contemplating collateralizing the unicoins with additional assets.
Such assets will be held by a subsidiary of ours and pledged to a collateral agent for the benefit of the unicoin holders. We are still
in the process of determining the exact nature and structure of such collateralization. The unicoins will have a utility function in what
is referred to as the "Unicorn Hunters Ecosystem," in that holders may use unicoins to purchase media inventory at our discounted
rate. The Company plans to purchase media inventory and resell it to unicoin holders in exchange for unicoins and/or cash, thereby giving
such holders preferred access and pricing for media inventory and allowing to retain a portion of the "spread" in pricing
for its effort. Exact pricing and spreads will be determined on a case-by-case basis and have not been predetermined.

 Key
Factors and Measures We Use to Evaluate Our Business

 Sources
of Revenue

 The
Company primarily derives its revenues from three revenue streams:

 1.

 Subscription
 Revenue (Software-as-a-Service or "SaaS") – which is comprised of fees from customers
 accessing the Company's all-in-one cloud-based solution to manage remote workers ("software platform").

 2.

 Staffing
 Revenue (Talent-as-a-Service or "TaaS") – whereby enterprise customers are connected to individuals who are
 able to assist them in projects.

 3.

 Revenue – which generally represents the fair value of private company stock options or warrants, committed to be granted
 to the Company, as consideration for the right to present and promote those private companies on the Unicorn Hunters show.

 SaaS
Revenue. For SaaS contracts, the typical subscription term is one year or less and the Company generally invoices its customers at
the start of the subscription period when access to the software platform is provided. Amounts that have been invoiced are recorded in
accounts receivable and deferred revenue and revenue is recognized over the subscription period.

 TaaS
Revenue. For TaaS contracts, the Company's staffing contracts are typically for a duration of less than a year and are either
on a fixed hourly rate basis or on a fixed cost basis billed upon satisfaction of respective milestones. The Company typically invoices
its customers at the end of each month in cases where the contracts involve billing based on fixed hourly rates and/or once a milestone
is reached. An over-time method is used to measure progress because the Company's obligation is to provide continuous service over
the contractual period when fixed hourly rate billing is involved. For time-and-materials contracts, revenue from contracts with customers
is recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company's remote
workers in such cases. For milestone-based contracts, revenue is recognized over time using an output method based upon milestones achieved.
Revenue is recognized once a milestone is reached for an amount of the transaction price that is proportionate to the total milestones
in the contract. Milestones reached represent work performed and thereby best depicts the transfer of control to the customer.

Revenue. For Unicorns contracts, customers are billed when an episode is distributed for broadcast or streaming. The promise to the
customer is fulfilled and revenue is recognized for the entire transaction price when an episode is distributed on the Unicorn Hunters
website.

 Gross
Profit

 We
define gross profit as the difference between total revenue and cost of revenue.

 For
the SaaS and TaaS segments, cost of revenue includes salaries, and personnel compensation costs, associated with the Company's
website hosting and other costs including providing technical support, materials, and supplies. For Unicorns, cost of revenue includes
salaries and personnel compensation costs as noted for SaaS and TaaS but also includes third party costs for production team, celebrity
hosts and travel. The Company evaluates if Unicorn Hunters show production costs are expected to be recovered. Costs are capitalized
if expected to be recovered and otherwise are expensed as incurred. Any capitalized costs are expensed when the related show is distributed
on the Unicorn Hunters website.

 Operating
Expenses

 Research
and development costs are related to maintaining and improving the Company's software platform and primarily consist of personnel-related
costs, including salaries and bonuses, benefits and stock-based compensation expense. Research and development costs related to internal
use software are not material and are expensed as they are incurred.

 Sales
and marketing costs principally consist of third-party marketing, advertising, and branding in addition to compensation and benefits
of the Company's own marketing personnel. Sales, marketing and advertising costs are expensed as incurred.

 General
and administrative costs primarily consist of compensation, employee benefits, and stock-based compensation related to executive management,
finance, administration and human resources, facility costs, professional service fees, and other general overhead costs.

 Economic
and Labor Trends

 Demand
for our talent pool, consultants and growth of placement services are dependent upon general economic and labor trends. We believe that
the Company is well positioned in the current macroeconomic environment, particularly as economies continue to reopen and demand for
services increase. We expect greater geographical work flexibility and the legacy of the coronavirus pandemic to continue and help drive
business growth as travel restrictions may be slow to be lifted.

 Demand
for Diversity and Demographic Changes

 Diversity
and talent form the bedrock of our company. We believe that female engagement in the workplace will increase and become a major feature
of the corporate environment going forward as female workforce participation and higher education opportunities increase.

 Dynamic
and Evolving Technology

 The
ability to respond in time to technology trends and new developments is a key determinant of our business and operational performance.
We have a clearly focused technology roadmap, combined with the forward-looking outlook of the Unicorn Hunters show, that introduces
new functionality and features from our audience, thereby ensuring a dynamic and evolving experience. We believe this will widen our
platform's appeal to new customers, while expanding our potential opportunities for investment, resulting in greater revenue growth.

 Business
Acquisitions

 ITSQuest,
Inc.

 We
acquired ITSQuest as an information technology staffing company, providing staffing services and solutions.

 Total
consideration paid on closing date was $3,800 thousand. Equity sources of funding included 10,000,000 shares of the Company's
common stock to the Sellers at a value of $1,900 thousand and an estimated contingent divestiture feature at a value of $1,900
thousand. As of the closing date, ITSQuest was responsible for an outstanding tax liability in the amount of $4,992 thousand. As result of the tax liability, under the Share Exchange Agreement ("SEA"), the Company withheld in reserve 3,500,000 of
the 10,000,000 shares of common stock until the tax liability has been settled. These shares have been held in reserve and subject
to an agreed-upon Escrow Agreement.

 The
contingent divestiture clause provided that, in the event that Unicoin Inc. did not conduct a registered public offering of its Common
Stock (as defined therein) in which the Unicoin Inc. shares issued to ITSQuest pursuant to the agreement are registered with the SEC
and listed for trading on a national securities exchange in the United States, with an initial listing price of at least $10 per share
(the "trigger event"), on or before December 31, 2022, Unicoin Inc. shall transfer to ITSQuest all of Unicoin Inc.'s
rights, title and interest in ITSQuest, including ITSQuest equity as well as any Unicoin Inc. shares that remain subject to a holdback
provision regarding tax liabilities, thus completely divesting itself of all ownership in ITSQuest.

 On December 28, 2022, the Company and the
sellers of ITSQuest amended the SEA (the "Amended SEA") to delay the date of the trigger event to December 31, 2024 (i.e.,
by an additional 24 months). In addition, the Amended SEA incorporated a second trigger event, also required to be achieved on or before
December 31, 2024, whereby ITSQuest would not be required to divest its interest in ITSQuest back to the sellers if Unicoin Inc.'s
proposed tokens "unicoins" are tokenized and listed on an available ATS or cryptocurrency exchange (whichever is applicable),
with a quoted price at or above $1.00 per token.

 As
consideration for the Amended SEA, 1,500,000 of the Company's shares previously held in escrow, pending resolution of the ITSQuest
tax liability that existed at the time of the acquisition, were released to the sellers of ITSQuest and 20,000,000 unicoin rights (i.e.,
10,000,000 to each of the two prior ITSQuest owners) were issued upon its execution.

 On
December 31, 2024, the Company and the sellers of ITSQuest agreed to delay the trigger events to December 31, 2025 in consideration,
2,000,000 unicoin rights were issued to the sellers of ITSQuest upon execution of the agreement.

 The Company originally
recorded estimated contingent consideration in the form of the contingent divestiture provision in the amount of $1,900 thousand. The
estimate was calculated by applying a probability model using expected values. The most significant assumption utilized in this model
is the probability related to achieving the $10 per share trading price, which had a probability of 0%. In addition, the other significant
estimate relates to the estimated fair value of the common stock issued in exchange for the 51% interest in ITSQuest.

 As of the date hereof, as a result of the extended
deadline provided in the Amended SEA, the Company cannot yet assess the likelihood or probability of achieving either of the two trigger
events necessary to avoid divestiture of ITSQuest. However, if the Company is not able to achieve such
trigger events, the Company's business, financial condition, results of operations and liquidity will be materially impacted
as ITSQuest represented Company assets of $10,213 thousand, revenues of $17,928
thousand, and generated gross margins of $3,598 thousand as of and for the year
ended December 31, 2024, respectively.

 Unicorns, Inc.

 The Company owns a majority stake in Unicorns
of 71.88%.

 Major operations in Unicorns were initiated after
the year ended December 31, 2020. Unicorns produces a reality television/streaming show called Unicorn Hunters that showcases private
companies seeking to obtain publicity for their private offerings by appearing on the show and attempting to raise capital by advertising
their exempt offerings to a wide audience. The revenue consideration from Unicorns customers is fixed at contract inception and has historically
been received in one of two forms: 1) either a pre-determined number of stock options, warrants
or shares or 2) options or warrants or shares representing a specific percentage of the customer's common stock outstanding as of
a particular point in time. Non-cash consideration is recognized at the estimated fair value at or near the date of contract inception.
As of the date hereof, we have collected all securities as payment for Unicorns services.

 Significant
Related Party Transactions

 A total of
1,191 million unicoin rights valued at $4,337 thousand and 977 million unicoin rights valued at $14,614 thousand were issued to related
parties during the year ended December 31, 2024 and 2023, respectively.

 Results
of Operations

 The
following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage
of our sales.

 We
derived the consolidated statements of operations for fiscal 2024 and fiscal 2023 from our consolidated financial statements, respectively.
Furthermore, our consolidated statements of operations include the post-acquisition period activity for Unicorns. Our historical results
are not necessarily indicative of the results that may be expected in the future.

 Years Ended December 31,

 2024

 % of
 Total Revenue

 2023

 % of
 Total Revenue

 Revenues:

 Staffing revenues

 $
 20,409,354

 %

 $
 19,424,953

 %

 Subscription revenues

 %

 -

 Unicorns revenues

 2,676

 %

 %

 Total Revenues

 %

 %

 Cost of Revenues:

 Staffing cost of revenues

 16,285,134

 %

 15,571,071

 %

 Subscription cost of revenues

 -

 -

 -

 -

 Unicorns cost of revenues

 128,415

 %

 34,634

 %

 Total Cost of Revenues

 16,413,549

 %

 15,605,705

 %

 GROSS PROFIT

 4,031,030

 %

 5,344,157

 %

 OPERATING COSTS AND EXPENSES

 General and administrative

 22,396,088

 %

 37,699,135

 %

 Sales and marketing

 14,026,495

 %

 6,009,692

 %

 Research and development

 12,511

 %

 1,843

 -

 Cost of contract amendment

 790,000

 %

 -

 -

 TOTAL OPERATING COSTS AND EXPENSES

 37,225,094

 %

 43,710,670

 %

 LOSS FROM OPERATIONS

 (33,194,064
)

 (162
)%

 (38,366,513
)

 (183
)%

 Interest income (expense), net

 (158,984
)

 (1
)%

 (310,275
)

 (1
)%

 Other income (expense), net

 (1,988,506
)

 (10
)%

 356,800

 %

 LOSS BEFORE INCOME TAXES

 (35,341,554
)

 (173
)%

 (38,319,988
)

 (183
)%

 Income tax expense

 (230,287
)

 (1
)%

 581,245

 %

 NET LOSS AND COMPREHENSIVE LOSS

 (35,571,841
)

 (174
)%

 (37,738,743
)

 (180
)%

 Less: net loss attributable to the noncontrolling interest

 (617,190
)

 (3
)%

 1,066,275

 %

 NET LOSS ATTRIBUTABLE TO UNICOIN INC.

 $
 (34,954,651
)

 (171
)%

 $
 (38,805,018
)

 (185
)%

 The following
table presents our revenue for the periods indicated.

 Year
 ended December 31,

 2024

 2023

 ($)

 (%)

 TAAS
 revenues

 $

 20,409,354

 $

 19,424,953

 $

 984,401

 %

 SAAS
 revenues

 19,933

 %

 revenues

 2,676

 (1,509,617

)

 (100

)%

 Total

 $

 $

 $

 (505,283

)

 (2

)%

 Total revenues
decreased by $505 thousand, or 2%, to $20,445 thousand in 2024.

 TaaS. TAAS revenues increased by $984 thousand,
or 5%, to $20,409 thousand in 2024 and comprised 100% of our total revenues. The increase was primarily due to increase in ITSQuest related
revenues of $1,220 thousand, or 7% to $17,928 thousand, partially offset by a decrease in SheWorks
related revenue of $236 thousand, or 9% to $2,481 thousand. The increase in ITSQuest was mainly driven by government customers.

 SaaS. Our SaaS business is currently being
phased out of our operations through customer attrition, and are no longer the focus of our efforts.

 Unicorns. Unicorns revenues decreased by
$1,509 thousand, or 100%, to $3 thousand in 2024
as Unicorn did not release any episodes of Unicorns in 2024 as the Company is currently in
the production phase of Season 2. Unicorns revenues of $1,512 thousand for the year ended December 31, 2023, corresponded to one
revenue generating episodes that was distributed in December 2023.

 Cost of Revenues

 The following
table presents our cost of revenues for the periods indicated.

 Year
 ended December 31,

 2024

 2023

 ($)

 (%)

 TAAS
 cost of revenues

 $

 16,285,134

 15,571,071

 714,063

 %

 SAAS
 cost of revenues

 -

 -

 -

 N/A

 cost of revenues

 128,415

 34,634

 93,781

 %

 Total
 Cost of Revenues

 $

 16,413,549

 $

 15,605,705

 $

 807,844

 %

 Total cost of
revenues decreased by $808 thousand, or 5%, to $16,414 thousand in 2024.

 TaaS. TAAS
cost of revenues increased by $714 thousand, or 5%, to $16,285 thousand. The increase was proportional with the increase in TAAS revenues.

 Unicorns.
 Unicorns cost of revenues for the year ended December 31, 2024 was $128 thousand, compared to $35 thousand for the year ended
December 31, 2023. No revenue generating Unicorn Hunters episode released in the year ended December 31, 2024. The Company did not
capitalize any costs of revenues for the years ended December 31, 2024 and 2023, in relation to any undistributed episodes, based
on the uncertainty as to whether the costs of such episodes was recoverable during the Company's start-up phase.

 General and
administrative

 General and administrative expenses decreased
by $15,303 thousand, or 41%, to $22,396 thousand in 2024. The decrease was mainly due to a decrease in the transaction loss on repurchase
of unicoin rights compared to 2023 of $7,025 thousand. In addition, the decrease in general and administrative expenses was due to a decrease
in services paid in unicoin rights of $10,009 thousand. These decreases were partially offset by an increase in legal costs of $1,943
thousand.

 Sales and marketing

 Sales and marketing expenses increased by $8,017
thousand, or 133%, to $14,026 thousand in 2024. The increase was primarily due to increase in advertising and marketing services of $7,785
thousand) during the year ended December 31, 2024 (of which $6,404 thousand corresponded to increases in expenses paid with unicoin rights).

 Research and development

 Research and development
expenses increased by $11 thousand, or 579%, to $13 thousand. Research and development mainly
consist of personnel related costs such as salaries and benefits. Internally developed software costs for internal use are not material
and are expensed as they are incurred.

 Cost of contract amendment

 Cost of contract amendment was $790
thousand, for the year ended December 31, 2024, compared to $0, for the year ended December 31, 2023. This cost reflects the fair
value of the consideration given to the former owners of ITSQuest in exchange for amending the contingent divestiture provision, as
discussed in Note 7 – Unicoin rights financing obligation of "Notes to Consolidated Financial Statements,"
included in Item 8 of this Annual Report on Form 10-K.

 Interest income (expense), net

 Interest expense,
net decreased by $151 thousand to $159 thousand for the year ended December 31, 2024. This was due to repayments of short-term debt
that became due in 2023 and early in 2024.

 Other income (expense), net

 Other expenses, net decreased by $2,345 thousand
to $(1,989) thousand for the year ended December 31, 2024. During the year ended December 31, 2024, we identified an indicator of impairment
for one of the private companies in which we hold an investment and recognized an impairment charge for the full carrying value of $1,973
thousand. The impairment charge was recorded within other income (expense), net in our consolidated statements of operations and comprehensive
loss. As of December 31, 2024, no other impairment or bad debt expense had been recorded on any of the other long-term investments in
private companies or non-cash receivables.

 Provision
for Income Taxes

 Year
 Ended December 31,

 2024

 2023

 ($)

 (%)

 Income
 tax benefit (expense)

 $

 (230,287

)

 $

 581,245

 $

 (811,532

)

 (140

)%

 Effective
 tax rate

 0.65

 %

 (1.52

)%

 Income tax benefit
(expense) was $(230) thousand for the year ended December 31, 2024, compared to $581 thousand for the year ended December 31,
2023. The Company's effective tax rate was 0.65% and (1.52)% during the years ended December 31, 2024 and 2023, respectively.
During such years, the Company recorded a full valuation allowance against its otherwise recognizable deferred income tax assets, except
for deferred taxes related to ITSQuest, a majority owned company. The Company's deferred tax assets principally result from net
operating loss carryforwards.

 Net income
(losses) attributable to the noncontrolling interest

 Net income (losses) attributable to the
noncontrolling interest decreased by $1,683 thousand, or (158)%, to $(617) thousand for the year ended December 31, 2024. Our
noncontrolling interest partners in ITSQuest were allocated income of $267 thousand and $565 thousand for the years ended
December 31, 2024 and 2023, respectively. Our noncontrolling interest partners in Unicorns were allocated loss of $(884)
thousand and income of $501 thousand for the years ended December 31, 2024 and 2023, respectively. December 31, 2024,
noncontrolling interest in ITSQuest and Unicorns represented an ownership interest of 49% and 28.12%, respectively. As of December
31, 2023, noncontrolling interest in ITSQuest and Unicorns represented an ownership interest of 49% and 33.33%, respectively.

 Liquidity
and Capital Resources

 Our primary future uses of cash will be to fund working
capital requirements and expenditures of Unicorns.

 We had cash and cash equivalents of $2,598 thousand
available as of December 31, 2024. Based on currently available capital resources (cash and cash equivalents on hand as of December 31,
2024), we estimate that at our current cash "burn rate", the Company will not be able to operate for more than four months.
For the company to maintain operations for at least twelve months, we would need to receive further equity or debt financing of approximately
$5,967 thousand. For the period from January 1, 2025 through the date of this Annual Report on Form 10-K, we have received cash funding
of $2,644 thousand, from issuances of $1,760 thousand Unicoin shares and $884 thousand unicoin rights. However, given the impact of the
economic downturn on the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when
needed. In addition, the Company has recorded a significant financing obligation that we believe the Company would be required to pay
in the event the unicoins have not been launched and there remains significant uncertainty as to if, and when, this launch may
occur. There can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms,
if at all. Our auditors have included an explanatory paragraph in their audit opinion, included as part of our Annual Report on Form
10-K for the year ended December 31, 2023, that our current liquidity position raises substantial doubt about our ability to continue
as a going concern for the next twelve months unless we obtain additional capital. The Company anticipates that such conditions will
continue to exist until either significant financing has been obtained and/or the uncertainty surrounding the launch
of the unicoin has been resolved.

 From January 1, 2024 through December 31,
2024, the Company issued unicoin rights to investors and service providers in exchange of consideration consisting of cash $1,424 thousand
and incurred operating expenses paid with unicoin rights with a fair value of $12,444 thousand, together amounting to approximately $13,868
thousand.

 Through December 31, 2024, the Company
has recorded a financing obligation of $109.9 million associated with unicoin rights issued to date which represents the
Company's estimate of what it would be obligated to pay in the event the unicoin is never launched. Although it is the
Company's intention to ultimately launch the unicoin and settle unicoin rights obligations by issuing unicoins to rights
holders, there are aspects of the launch process, including certain regulatory approvals of the Unicoin, that may be outside of the
Company's control. If the Company fails to launch the unicoin, its intent would be to pay for the unicoin rights financing
obligations using cash flows from its existing operations and/or through future debt or equity financing. In order to be able to pay
the financing obligation using cash from operations or to achieve financing at terms acceptable to the Company, the Company will
have to achieve substantial additional revenue growth and positive cash flows from operations or achieve substantial growth in its
existing private company investment values and experience one or more exits or other liquidity transactions associated with its
private company investments. There can be no assurance that the Company will achieve these successes prior to events or
circumstances that lead to a future conclusion that the unicoin will not be able to be launched. If one or more of these factors
leading to positive growth in the Company's liquid resources do not occur prior to a conclusion that the Company will fail to
launch the Unicoin, the financing obligation to holders of unicoin rights may need to be settled for a fraction of the recorded
obligation, or in the worst case, there may be no funds available to settle the obligation.

 As part of the
agreement in which the Company received 50,000,001 shares of Unicorns stock, the Company extended an initial line of credit to Unicorns
in the amount of $10,000 thousand to fund production of the Unicorn Hunters show and related expenses. Further additional ongoing funding
has been provided by Unicoin Inc. to Unicorns, since the initial line of credit, to fund the production-related expenses of Unicorn Hunters
show. This intercompany loan, which is eliminated in consolidation, amounted to $26,595 thousand and $26,430 thousand as of December 31,
2024 and 2023, respectively. Beyond the initial $10,000 thousand line of credit, the Company does not have any contractual commitments
to fund the operations of Unicorns. However, it is the Company's intention to continue funding the operations of Unicorns, until
Unicorns begins generating sufficient cash flows to sustain its own business operations without using additional funding from the Company.

 Summary of
Cash Flows

 Year Ended
December 31, 2024 compared with Year Ended December 31, 2023

 The following
table sets forth our cash flows for the periods indicated:

 Year Ended

 (In
 thousands)

 2024

 2023

 Cash
 flows used in continuing operations:

 Net
 cash used in operating activities

 $

 (8,252

)

 $

 (26,406

)

 Net
 cash used in investing activities

 (333

)

 -

 Net
 cash provided by financing activities

 4,721

 31,346

 Net
 increase (decrease) in cash and cash equivalents

 $

 (3,864

)

 $

 4,940

 Cash Used
in Operating Activities

 Cash flows used
in operating activities increased by $18,154 thousand to $(8,252) thousand for the year ended
December 31, 2024, compared to $(26,406) thousand for the year ended December 31, 2023. Net cash used in operating activities
for the year ended December 31, 2024, was due to our net loss of $(35,572) thousand, offset by non-cash items of $22,531 thousand
and an increase in operating assets and liabilities of $4,789 thousand. Net cash used in operating activities for the year ended December
31, 2023, was due to our net loss of $(37,739) thousand, offset by non-cash items of $13,861 thousand and a decrease in operating assets
and liabilities of $(2,528) thousand.

 The operating
activities section of the statement of cash flow for the year ended December 31, 2024 includes a $12,444 thousand non-cash adjustment
to net loss for operating expenses incurred and paid for with the issuance of unicoin rights. These unicoin rights were issued in exchange
for professional services such as from advertisers, marketers, influencers and other general vendors. The contracts with marketers, advertisers
and other general vendors were payable either in cash or unicoin rights. The contracts with influencers were only payable with unicoin
rights. If the practice of issuing unicoin rights in exchange of professional services is discontinued, the Company would have to perform
additional fundraising activities to continue the same level of marketing, advertising and influencer activities required to successfully launch unicoins.

 Cash Provided
by Investing Activities

 Net cash flows used in investing activities decreased
by $333 thousand to $(333) thousand for the year ended December 31, 2024, compared to
net cash flows provided by investing activities of $0 thousand for the year ended December 31, 2023. The increase was mainly due
to purchases of digital assets and USDC for the year ended December 31, 2023 amounting to $330 thousand.

 Cash Provided by Financing Activities

 Net cash flows provided by financing activities
decreased by $26,625 thousand to $4,721 thousand for the year ended December 31, 2024, compared to $31,346 thousand for the year
ended December 31, 2023. The decrease in net cash provided by financing activities was mainly due to a
decrease of proceeds from the issuance of unicoin rights of $31,415 thousand, partially offset by an
increase in proceeds from sales of common stock of $3,515 thousand.

 Cash and Cash
Equivalents

 We maintain cash
with several high credit quality financial institutions. Temporary cash investments with original maturities of 90 days or less are considered
cash equivalents. Temporary cash investments are stated at cost, which approximates fair value. These investments are not subject to
significant market risk. We maintain our cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits.
We have not experienced any losses in such accounts.

 Critical Accounting
Policies and Estimates

 Our consolidated
financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation
of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Actual results
may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our
future financial statements will be affected.

 Going Concern

 These consolidated
financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company
will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities
in the normal course of business.

 The Company incurred net losses of $35,572 thousand
and $37,739 thousand and used cash in operating activities of $8,252 thousand and $26,406 thousand for the years ended December 31,
2024 and 2023 and had an accumulated deficit of $166,330 thousand and $131,375 thousand as
of December 31, 2024, and 2023, respectively, as well as expects to incur future additional losses. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The Company's long-term success is dependent upon its ability
to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations.

 The Company is
evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited
to, issuing unicoin rights, obtaining equity financing, issuing debt, or entering other financing arrangements, and restructuring of
operations to grow revenues and decrease expenses. However, in view of uncertainties in U.S. and global financial markets, the Company
may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able
to obtain additional liquidity when needed or under acceptable terms, if at all.

 The consolidated
financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses
that may be necessary if the Company were unable to continue as a going concern.

 Variable Interest
Entity

 The Company's
policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance
under ASC 810 "Consolidation" ("ASC 810") requires an analysis to determine if an entity should be evaluated
for consolidation under the voting interest entity ("VOE") model or the variable interest model ("VIE"). Under
the VOE model, controlling financial interest is generally defined as majority ownership of voting interests. The consolidated financial
statements include the accounts of all subsidiaries or other entities in which the Company has a direct or indirect controlling financial
interest.

 The Company assesses
all entities in which it has a significant economic, ownership or other financial interest for consolidation on a case-by-case basis
depending on the specific facts and circumstances surrounding each entity. Pursuant to ASC 810, the Company first evaluates whether it
holds a variable interest in an entity. The Company considers all economic interests, including proportionate interests through related
parties, to determine if such interests are considered a variable interest.

 For any entity
where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether it qualifies
as a variable interest entity ("VIE"). The Company consolidates a VIE if it is the primary beneficiary having the power to
direct the activities that most significantly affect the economic performance of the VIE as well as the obligation to absorb losses and
the right to receive benefits that could be significant to the VIE.

 Use of Estimates

 The preparation
of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions in the consolidated financial
statements and accompanying notes. Significant estimates and assumptions made by us include: the valuation of unicoin rights and the
related embedded feature, the valuation of non-cash consideration received from Unicorns customers and the associated revenue recognition;
valuation of investments in private companies; valuation of the Company's common stock as a private company, valuation of the NCI
in ITSQuest; valuation of the ITSQuest contingent divestiture; determination of the useful lives assigned to intangible assets; assessments
for potential impairment of goodwill and acquisition related intangible assets; assessments of the recoverability of accounts receivable
and determination of the fair value of certain stock awards issued. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable, the result of which forms the basis for making judgements about the carrying values of
assets and liabilities. Actual results could differ materially from those estimates.

 Accounts Receivable

 Accounts receivable
consist of receivables from sale or renewal of SaaS subscriptions to its software platform or TaaS staffing arrangements. The Company
records a receivable for its SaaS segment when customer access to the software platform is provided. For the TaaS segment, receivables
are recorded when the Company has a right to invoice and are typically invoiced on a monthly basis. Typical cash payment terms provide
that customers pay within 30 days of invoicing.

 As more fully
discussed in the Revenue Recognition section below, accounts receivable for Unicorns generally consists of commitments from companies,
that have appeared on the Unicorn Hunters show, to issue stock options or warrants to the Company. These options or warrants typically
have a term of five to ten years and are recorded at their estimated fair values. Unicorns invoices customers when an episode is distributed
for broadcast or streaming. Receipt of the option or warrant certificates is handled on a case-by-case basis in accordance with each
customer agreement. Unicorns receivables are classified as current because the underlying option or warrant certificates are generally
received within one year of invoicing.

 Subsequent to
receipt of these option or warrant certificates, the related receivables are reclassified to investments in privately-held companies,
a long-term asset account. The Company does not charge interest for past due accounts and does not require any collateral for its receivables.
As more fully discussed in the Revenue Recognition section below, Unicorns non-cash consideration is recorded at fair value as determined
at, or near the date of contract inception. As permitted by a practical expedient provision in ASC 606 "Revenue Recognition,"
the Company does not adjust Unicorns contract consideration for the effects of a significant financing component if, at contract inception,
management expects the period between time of service and payment to be less than one year.

 Allowance
for Doubtful Accounts

 The Company evaluates
the collectability of its accounts receivable based on a combination of factors. Where the Company is aware of circumstances that may
impair a specific customer's ability to meet its financial obligations, the Company records a specific allowance against amounts
due. The Company writes off a receivable and charges it against its recorded allowance when all collection efforts are exhausted without
success. Amounts are included as a component of general and administrative expenses on the accompanying consolidated statements of operations.
For Unicorns, revenue and receivables are generally in the form of commitments from companies, that have appeared on the Unicorn Hunters
show, to issue stock options or warrants to the Company.

 Accounts receivable
are recorded at the invoiced amount, net of allowance for expected credit losses. The Company's primary allowance for credit losses
is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the accounts receivable balance to the estimated
net realizable value. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors.
In establishing any required allowance, management considers historical losses adjusted for current market conditions, the Company's
customers' financial condition, the amount of any receivables in dispute, the current receivables aging, current payment terms
and expectations of forward-looking loss estimates.

 The allowance
for doubtful accounts related to Unicorns non-cash receivables is subject to uncertainty because the fair value of the underlying private
company options, warrants or shares could change subsequent to the initial determination of fair value and before receipt of the related
option, warrant or share certificates. In addition, unforeseen circumstances could arise after contract inception which could impact
the customer's intent or ability to pay. Because the value of any one of the receivables associated with Unicorn's contracts
may be material, changes such as these could have a material effect on the Company's future financial condition, results of operations
and cash flows.

 As discussed
in the Investments in Privately-Held Companies section below, the fair value of options or warrants of private companies, held upon settlement
of such receivables, may fluctuate subsequent to receipt resulting in charges or gains to the Company's consolidated statements
of operations in future periods.

 Investments
in Privately-Held Companies

 In accordance
with ASC 321 "Investments-Equity Securities" ("ASC 321"), equity securities for which the Company has no significant
influence (generally less than a 20% ownership interest), and which do not have readily determinable fair values, are accounted for using
the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes
in orderly transactions for identical or a similar investments of the same issuer. Gains and losses on investments in equity securities
are recognized in the consolidated statements of operations.

 The Company regularly
reviews such equity securities for impairment based on a qualitative assessment which includes, but is not limited to (i) significant
deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee, (ii) significant adverse
changes in the regulatory, economic or technological environment of the investee and (iii) significant adverse changes in the general
market condition of either the geographical area or the industry in which the investee operates, (iv) a bona fide offer to purchase,
an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying
amount of that investment, (v) factors that raise significant concerns about the investee's ability to continue as a going concern
such as negative cash flows from operations, working capital deficiencies, or non-compliance with statutory capital requirements or debt
covenants. If an equity security is impaired, an impairment loss is recognized in the consolidated statements of operations (as other
income (expense), net) equal to the difference between the fair value of the investment and its carrying amount. If such impairment is
determined prior to receiving options or warrants to be received as consideration for Unicorns customer contracts, the related loss on
impairment is reflected as bad debt expense.

 Digital Assets

 The Company has
accepted digital assets including Bitcoin (BTC), Ether (ETH), Litecoin (LTC), USD Coin (USDC), Bitcoin Cash (BCH), Tether (USDT) and
Wrapped Ethereum (WETH) as consideration from certain investors in exchange for equity, debt or unicoin rights issued by the Company.
The Company records the initial cost basis at their original purchase prices or the then-current quoted market prices (e.g., if received
in an exchange rather than purchase transaction) and presents all digital assets held as a result of these transactions as indefinite-lived
intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other, except USD Coin. Fair value of the Company's
digital assets is determined in accordance with ASC 820, "Fair Value Measurement" ("ASC 820"), based on quoted
prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). The Company has ownership
and control of its digital assets and utilizes INX and/or Coinbase, third-party custodians, to secure its holdings and facilitate transactions.

 The Company has
revised its Intangible Assets and Financial Assets accounting policies to acknowledge that USD Coin ("USDC") meets the definition
of financial assets and as such will be measured going forward at fair value. The Company previously reported USDC within Intangible
assets, net, and will report USDC within the prepaid expenses and other current assets line item going forward.

 During the year
ended December 31, 2023, the Company has revised its impairment loss assessment methodology for digital assets to record write-downs
to the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. This revision
would be consistent with the requirements of ASC 350-30-35-19, which indicates impairment exists whenever carrying value exceeds fair
value. It also indicates that after an impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its
new accounting basis. Management assessed the potential difference in impairment loss that would have resulted in prior periods if this
impairment methodology had been applied retroactively, noting the amounts were immaterial.

 The Company performs
an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active
exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred,
we consider the quoted price of the digital asset. If the then-current carrying value of a digital asset exceeds the fair value so determined,
an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values
and the price determined.

 Impairment losses
are recognized within loss from operations in the consolidated statements of operations in the period in which the impairment is identified.
The impaired digital assets are written down to their fair values at the time of impairment and this new cost basis is not adjusted upward
for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are recorded within loss
from operations in the consolidated statements of operations. In determining the gain to be recognized upon sale, we calculate the difference
between the sales price and carrying value of the digital assets sold immediately prior to sale.

 The Company uses
digital assets as payment to vendors for goods or services from time to time. The Company computes resulting gains or losses by subtracting
the then-current carrying value from the realized proceeds or the fair value of cryptocurrencies on the goods or services transaction
date, or the fair value of the goods or services received in exchange for cryptocurrencies, if more readily determinable. Such transactions
are processed by the Company's digital assets custodian. The transfer of control and transaction date are based on the transaction
date as indicated in reports from the custodian. Gains and losses are determined separately for each digital asset purchase in accordance
with the first in first out (FIFO) method of accounting.

 Goodwill and
Acquisition-Related Intangible Assets

 Goodwill and
finite-lived intangible assets resulted from the acquisition of ITSQuest in 2020. Intangible assets consist primarily of customer relationships
and trade names. Upon acquisition, the purchase price was first allocated to identifiable assets and liabilities, including customer-related
intangible assets and tradenames, with any remaining purchase price recorded as Goodwill. Finite-lived intangible assets are amortized
on a straight-line basis over their estimated useful lives, generally 15 years for customer relationships and 5 years for trade names.
Straight line amortization is not materially different from an amortization method based upon projected future cash flows from the customers
acquired.

 The Company tests
goodwill impairment under ASC 350 at least annually or more frequently if triggering events occur or other impairment indicators arise
which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors,
operating performance indicators, competition, sale, disposition of a significant portion of the business, or other relevant factors.
Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e., before aggregation
or combination), or one level below an operating segment (i.e., a component).

 The Company tests
finite-lived intangible assets and other long-lived assets under ASC 360 whenever impairment indicators arise which might impair recoverability.
These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators,
competition, sale, disposition of a significant portion of the business, or other relevant factors. Impairment of long-lived assets is
evaluated at the asset-group level. An asset group is defined as the lowest level of identifiable cash flows that are largely independent
of the cash flows of other groups of assets or liabilities.

 Operating
Segments

 Our reportable
segments consist of SaaS, TaaS and Unicorn Hunters. We determine our operating segments based on how the chief operating decision maker
("CODM") manages the business, allocate resources, make operating decisions and evaluate operating performance. The Company's
CODM is the Chief Executive Officer. Our CODM reviews financial information presented on a consolidated basis accompanied by information
about revenue and cost of revenue by services type along with gross profit for purposes of allocating resources and evaluating financial
performance, as such we have disclosed segment information up to gross profit for each operating segment. Furthermore, our revenues are
derived from the United States and foreign countries which includes the South American and Europeans regions ("Foreign countries").

 Unicoin Rights Financing Obligation

 The Company is offering unicoin right certificates
with terms and conditions which are set forth in a confidential private placement memorandum initially dated February 2022 ("the
Offering"). The Offering is being conducted pursuant to an exemption from U.S. securities registration requirements provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(c) and Regulation S thereunder.
Each U.S. domiciled investor in unicoin rights must be an "accredited investor," as defined in Rule 501 of the Securities
Act. On March 18, 2024, the private placement memorandum was supplemented to indicate that it would be utilized only for deferred payment
sales and real estate swaps. For direct purchases from the Company, on March 18, 2024 the Company began offering up to 10 million unicoin
rights for $0.50 each through the INX platform, pursuant to terms and conditions where are set forth in a private placement memorandum
dated February 27, 2024 (the "INX Offering"). The INX offering is being conducted pursuant to an exemption from U.S. securities
registration requirements provided by Section 4(a)(2) of the Securities Act and Rule 506(c) and Regulation S thereunder. For its services
in conducting the INX Offering and processing direct sales, INX Securities LLC, a FINRA and SEC U.S.-registered broker-dealer, received
a 5% commission on all sales made in the INX Offering. Additionally, the Company began offering up to 133,333,333 unicoin rights for $0.75 each pursuant to a private placement memorandum dated
December 3, 2024 pursuant to an exemption from U.S. securities registration requirements provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act") and Rule 506(c) thereunder.

 The Company accounts for unicoin rights by
recording a liability representing the amount management believes the Company would be obligated to pay or refund (i.e., the amount
holders have a right to claim and would likely be awarded in settlement) for fair value exchanged (i.e., in the form of cash or
services) for rights to receive unicoins in the future in the event the unicoin is never launched. As of December 31, 2024, and
through the date of filing, the Company has not issued any unicoins and there is no assurance as to whether, or at what volumes, or
on what terms, the unicoins will be available to be issued, if ever. As of December 31, 2024, any amounts received for unicoin
rights are not considered equity or revenue, management determined that 100% of the obligation is a liability to be settled by
through the issuance of unicoins, or through other means if unicoins are never issued. The obligation to settle this liability
through the exchange of a fixed number of unicoins, when and if all contingencies are resolved and unicoins are launched, represents
an embedded feature that may result in additional charges to the Company's consolidated statement of operations upon
settlement.

 Equity Warrants

 The Company has
issued warrants to individuals who provided referrals to accredited investors that resulted in sales of ordinary shares in connection
with the Company's various funding rounds. Warrants issued by the Company are evaluated as either equity-classified or liability-classified
instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance pursuant to ASC 480, Distinguishing
Liabilities from Equity ("ASC 480") and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could
potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions
for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance
and as of each subsequent quarterly period end date while the warrants are outstanding.

 Revenue Recognition

 The Company recognizes
revenue in accordance with ASC 606 which requires revenue to be recorded in a manner which depicts the transfer of goods or services
to customers at amounts that reflect the consideration the Company expects to receive in exchange for those goods or services. Under
ASC 606, revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer
of control of the Company's goods or services.

 The Company primarily
derives its revenues from three revenue streams:

 1.

 Subscription
 Revenue (Software-as-a-Service or "SaaS") – which is comprised of fees from customers
 accessing the Company's all-in-one cloud-based solution to manage remote workers ("software platform").

 2.

 Staffing
 Revenue (Talent-as-a-Service or "TaaS") – whereby enterprise customers are connected to individuals who are
 able to assist them in projects.

 3.

 Revenue – which generally represents the fair value of private company stock options or warrants, committed to be granted
 to the Company, as consideration for the right to present and promote those private companies on the Unicorn Hunters show.

 The Company accounts
for revenue contracts with customers through the following five steps: (i) identification of the contract, or contracts, with a customer,
(ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of
the transaction price to the performance obligation in the contract, and (v) recognition of revenue when, or as, the Company satisfies
a performance obligation. The Company's subscription service arrangements and Unicorns agreements are non-cancellable and do not
contain refund-type provisions. Certain service agreements include cancelation clauses and there is a right of refund provided to the
customer. The Company estimates and maintains a reserve for expected customer refunds. These estimates involve inherent uncertainties
and management judgment. As of December 31, 2024 and 2023 no such reserves were recorded.

 The Company's customers include government
institutions, a Fortune 500 Company, and small businesses. At contract inception, the Company assesses the product offerings in its
contracts to identify performance obligation(s) that are distinct. A performance obligation is distinct when the customer can benefit
from it on its own or together with other resources that are readily available and when it is separately identifiable from other items
in the contract. Historically, costs to obtain a contract have not been significant.

 To identify its
performance obligation(s), the Company considers all the promises in the contract for SaaS, TaaS or Unicorns Services. The Company has
concluded there to be a single performance obligation in each of these services. For SaaS arrangements, the primary obligation is the
license issuance to the customer to access the Company's workforce platform. For TaaS arrangements, the primary performance obligation
is services provided to the customer by the professional resulting in hours accrued or milestones reached. For Unicorns arrangements,
the primary performance obligation is to provide customers with publicity and exposure through appearance on the Unicorn Hunters show
which occurs when an episode is distributed for broadcast or streaming.

 The transaction
price is the total amount of consideration the Company expects to be entitled to in exchange for the service offerings in a contract.
At the inception of the contract, the transaction price is known for all the services in the contracts. For SaaS contracts the transaction
price is based on the number of licenses sold. TaaS contracts are based on the contracted service hours. Some contracts have a form of
variable consideration, for example discounts on licenses sold that exceed certain volumes, or TaaS remote talent projects with a 10%
discount for long term engagements that could impact the base transaction price of our services in contracts with the customers. The
Company estimates variable consideration and adjusts the transaction price at the time of contract signing.

 Revenue and accounts
receivable for Unicorns generally consists of the fair value of stock options, warrants or shares of common stock committed from companies
that have appeared on the Unicorn Hunters show. Contract consideration is fixed at contract inception and has historically been received
in one of two forms; 1) either a pre-determined number of stock options, warrants or shares or 2) options or warrants or shares representing
a specific percentage of the customer's common stock outstanding as of a particular point in time. Other key terms specified in
customer contracts include the exercise price and the duration or term of the options or warrants. The options or warrants underlying
the commitments typically have a term of five to ten years and accounts receivable are recorded at the estimated fair value of such options
or warrants as determined at contract inception. The estimated fair value of stock options and warrants, expected to be received as consideration,
is dependent on the fair value of the underlying equity of each privately held presenting company.

 The fair value
of such underlying private company equity is determined based on (i) the valuation indicated in a recent round of financing (ii) a recent
pre-existing third-party valuation report or (iii) a new third-party valuation report as of or near the date of contract inception. Third-party
valuation reports consider factors such as recent financing rounds, third-party financing transactions, discounted cash flow analyses
and market-based information, including comparable transactions, trading multiples and other factors based on facts and circumstances
specific to each privately held presenting company. For non-cash consideration in the form of stock options or warrants of the presenting
company, the Company, with assistance from third-party valuation advisors, determines the fair value of such consideration using the
Black-Scholes option pricing model which, in addition to the fair value of underlying stock, considers the term of the stock options
or warrants, exercise price, volatility, interest rate and dividend yield. These are Level 3 estimates under the fair value hierarchy
because they involve significant unobservable inputs. The valuation of stock options or warrants committed by Unicorns customers requires
management judgment due to the absence of an observable market price for those options or warrants.

 Under ASC 606,
the total transaction price is allocated to each performance obligation in the contract. As noted above, each contract in each segment
contains only one performance obligation. Accordingly, the total transaction price for all Company contracts relates a to the single
performance obligation and no allocation is required.

 Revenue is recognized
upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive
in exchange for those services. If the consideration promised in a contract includes a variable amount, for example, a discount for the
subscription to access the software platform or for long term staffing engagements, the Company includes an estimate of the amount it
expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will
not occur.

 For SaaS contracts,
the typical subscription term is one year or less and the Company generally invoices its customers at the start of the subscription period
when access to the software platform is provided. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue
and related revenue is recognized over the subscription period. For TaaS contracts, the Company's staffing contracts are typically
for a duration of less than a year and are either on a fixed hourly rate basis or on a fixed cost basis billed upon satisfaction of respective
milestones. For Unicorns contracts, customers are billed when an episode is distributed for broadcast or streaming.

 The Company typically
invoices its customers at the end of each month in cases where the contracts involve billing based on fixed hourly rates and/or once
a milestone is reached. An over-time method is used to measure progress because the Company's obligation is to provide continuous
service over the contractual period when fixed hourly rate billing is involved. For time-and-materials contracts, revenue from contracts
with customers is recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company's
remote workers in such cases. For milestone-based contracts, revenue is recognized over time using an output method based upon milestones
achieved. Revenue is recognized once a milestone is reached for an amount of the transaction price that is proportionate to the total
milestones in the contract. Milestones reached represent work performed and thereby best depicts the transfer of control to the customer.
For Unicorns contracts, the promise to the customer is fulfilled and revenue is recognized for the entire transaction price when an episode
is distributed on the Unicorn Hunters website.

 Revenue from
TaaS arrangements is recorded on a gross basis, as principal, rather than on a net basis, as agent. The Company concluded that it is
the principal in these arrangements because the Company contracts separately with customers and service providers, is responsible for
directing service providers to meet the agreed upon customer specifications, has discretion to establish pricing for services provided
to end customers and bears the primary risks related to billing, collection and customer satisfaction.

 Deferred Revenue

 Deferred revenue
represents amounts that have been prepaid in advance of revenue recognition. Deferred revenue is recognized as revenue when transfer
of control to customers has occurred or as services are being provided. The Company generally invoices customers in monthly installments
for the TaaS business and for SaaS, business customers are invoiced at the start of the contract period therefore timing differences
and deferred revenue can occur in the SaaS and TaaS segments. As noted above, Unicorns invoicing and revenue recognition both occur at
the time an episode is distributed on the Unicorn Hunters website therefore there is no deferred revenue recorded for the Unicorn Hunters
segment.

 The Company had
deferred revenue of $4 thousand and $5 thousand as of December 31, 2024 and December 2023, respectively. The amount of revenue
recognized in fiscal 2024 and 2023 that was included in deferred revenue at the beginning of the periods was $5 thousand and $19 thousand,
respectively.

 Remaining
Performance Obligation

 In accordance
with ASC 606, the Company is required to include disclosures on its remaining performance obligations as of the end of the current reporting
period. Due to the nature of the contracts in the Company's businesses, these reporting requirements are not applicable. Most of
the Company's remaining contracts meet certain exceptions as defined in ASC 606. For the Company's contracts that pertain
to these exceptions: (i) the remaining performance obligations primarily relates to the provision of access to the software platform
for its subscribers; and (ii) the estimated duration of these performance obligations is less than one year or ranges from the remaining
of the current calendar year to the next calendar year.

 Income Taxes

 Income taxes
are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing
assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations
in the period in which the change was enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets
if management has determined that it is more likely than not that such assets will not be realized. The calculation of tax liabilities
involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. The Company is subject
to examinations by federal and state authorities for the income tax periods that remain open. In the event that a taxing jurisdiction
levies an assessment in the future, it is possible the assessment could have a material adverse effect on the consolidated financial
condition or results of operations.

 The consolidated
financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable
upon audit by the applicable tax authority. If this threshold is met, the tax benefit is then measured and recognized at the largest
amount that is greater than 50% likely of being realized upon ultimate settlement. In the event that the Internal Revenue Service ("IRS")
or another taxing jurisdiction levies an assessment in the future, it is possible the assessment could have a material adverse effect
on the consolidated financial condition or results of operations. The provision for income taxes includes the effects of any resulting
tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company
recognizes interest and penalties related to income tax matters in income tax expense.

 Off-Balance
Sheet Arrangements

 As of December 31,
2024 and 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under
the Securities Act of 1934.

 Recently Issued
and Adopted Accounting Standards

 Refer to Note
2 of "Notes to Consolidated Financial Statements," included in Item 8 of this Annual Report on Form 10-K for details.

 Item
 7a.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Market risk is
the risk associated with the effect of changes in market factors on the value of the assets and liabilities held on our consolidated
balance sheets, including interest rate risk, foreign currency exchange risk, prices of digital assets and credit risk.

 Interest
Rate Risk

 We had cash and
cash equivalents of $2,598 thousand and $6,462 thousand available as of December 31, 2024 and December 31, 2023, respectively,
which consists of cash on hand and temporary cash investments with original maturities of three months or less, which are unrestricted
as to withdrawal and use. Temporary cash investments are stated at cost, which approximates fair value. These investments are not subject
to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally
insured limits. The Company has not experienced any losses in such accounts.

 Foreign
Currency Exchange Risk

 Our reporting
currency is the United States dollar. The functional currency of our foreign subsidiaries is the U.S. dollar. The majority of our sales
are currently denominated in U.S. dollars, although we also have sales internationally. Therefore, our revenue is not currently subject
to significant foreign currency risk, but that may change in the future. Our operating expenses are denominated in the currencies of
the countries in which our operations are located, which is primarily in the United States. Our consolidated results of operations and
cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in
the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign
currency risk or other derivative financial instruments, although we may choose to do so in the future. We do not believe a 10% increase
or decrease in the relative value of the U.S. dollar would have a material impact on our operating results.

 Market
price risk of digital assets

 The Company has
accepted digital assets as consideration from certain investors in exchange for equity, debt or unicoin rights issued by the Company.
The Company's primary purpose for the digital assets is to use as payment to its vendors for goods or services and for general
business operational purposes. Accordingly, the digital asset price risk could adversely affect our operating results. Our future profitability
may depend upon the market price of such digital assets. There is no assurance that market price for digital assets will reflect historical
trends. A decline in market price for digital assets could in the future could have an adverse effect on our earnings, the carrying value
of our digital assets and our future cash flows. This may also affect our liquidity and our ability to meet our ongoing obligations.

 Credit
Risk

 Financial instruments
that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The
Company's cash and cash equivalents are held in accounts with major financial institutions, and, at times, exceed federally insured
limits. We have not experienced any losses on our deposits of cash and cash equivalents, and accounts are monitored by management to
mitigate risk. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents
or an event of default by the issuers of the corporate debt securities we hold.

 Item 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 UNICOIN INC. AND SUBSIDIARIES

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023:

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board of Directors and Shareholders

 Unicoin Inc. and Subsidiaries

 Opinion on the Financial Statements

 We have audited the
accompanying consolidated balance sheets of Unicoin Inc. and Subsidiaries (the "Company") as of December 31, 2024, and 2023,
and the consolidated statements of operations and comprehensive loss, stockholders' equity (deficit) and cash flows for the years
then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the
results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in
the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1 to the financial statements, the Company had an accumulated deficit of $166,330 thousand and $131,375 thousand as of December
31, 2024 and 2023, respectively. The Company has incurred net losses of $35,572 thousand and $37,739 thousand for the years ended December
31, 2024 and 2023, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments
that might become necessary should the Company be unable to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Kreit and Chiu CPA LLP

 We have served as Unicoin Inc.'s auditor since 2022.

 6651

 Los Angeles, California

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Cash and cash equivalents

 $

 2,598,208

 $

 6,462,171

 Accounts receivable, net

 Trade receivables payable in cash

 2,121,839

 2,331,888

 Unicorn Hunters non-cash receivables

 -

 1,509,528

 Prepaid expenses and other current assets

 1,064,031

 1,275,102

 Indemnification asset

 5,196,624

 4,922,426

 TOTAL CURRENT ASSETS

 10,980,702

 16,501,115

 Property and equipment, net

 26,925

 35,446

 Investments in land

 683,979

 -

 Mining rights

 580,000

 -

 Goodwill

 3,865,695

 3,865,695

 Intangible assets, net

 2,418,159

 2,688,493

 Investments in privately-held companies

 8,163,528

 8,627,000

 Other assets

 3,200

 -

 Operating lease right-of-use assets

 177,685

 313,656

 TOTAL ASSETS

 $

 26,899,873

 $

 32,031,405

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Accounts payable

 $

 2,255,273

 $

 819,198

 Income tax payable

 8,431

 2,281

 Accrued expenses

 3,934,324

 2,158,534

 Accrued payroll liabilities

 634,603

 976,862

 Deferred revenue

 3,940

 5,368

 ITSQuest tax liability

 4,991,620

 4,922,426

 Short-term debt

 100,000

 309,200

 Loan from related party

 -

 51,398

 Operating lease liabilities, current

 121,335

 159,679

 Other current liabilities

 245,692

 403,193

 TOTAL CURRENT LIABILITIES

 12,295,218

 9,808,139

 Deferred income tax liability, net

 278,617

 334,622

 Unicoin rights financing obligation

 109,910,781

 84,674,022

 Operating lease liabilities, noncurrent

 61,098

 160,470

 TOTAL LIABILITIES

 122,545,714

 94,977,253

 STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $ 0.001 par value; 1,000,000,000 authorized; 781,065,752 and 773,232,422 issued; 739,614,045 and 732,320,282 outstanding, net of treasury stock at December 31, 2024 and 2023, respectively

 781,066

 773,233

 Treasury stock, at cost; 41,451,707 and 40,912,140 shares at December 31, 2024 and 2023, respectively

 ( 4,074,110

)

 ( 3,880,025

)

 Additional paid-in capital

 74,714,958

 72,999,935

 Accumulated deficit

 ( 166,330,117

)

 ( 131,375,466

)

 TOTAL UNICOIN INC. STOCKHOLDERS' DEFICIT

 ( 94,908,203

)

 ( 61,482,323

)

 Noncontrolling interest

 ( 737,638

)

 ( 1,463,525

)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 95,645,841

)

 ( 62,945,848

)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $

 26,899,873

 $

 32,031,405

 See accompanying notes which are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2024

 2023

 REVENUES

 $

 $

 COST OF REVENUES

 16,413,549

 15,605,705

 GROSS PROFIT

 4,031,030

 5,344,157

 OPERATING COSTS AND EXPENSES

 General and administrative

 22,396,088

 37,699,135

 Sales and marketing

 14,026,495

 6,009,692

 Research and development

 12,511

 1,843

 Cost of contract amendment

 790,000

 -

 TOTAL OPERATING COSTS AND EXPENSES

 37,225,094

 43,710,670

 LOSS FROM OPERATIONS

 ( 33,194,064

)

 ( 38,366,513

)

 Interest income (expense), net

 ( 158,984

)

 ( 310,275

)

 Other income (expense), net

 ( 1,988,506

)

 356,800

 LOSS BEFORE INCOME TAXES

 ( 35,341,554

)

 ( 38,319,988

)

 Income tax (expense) benefit

 ( 230,287

)

 581,245

 NET LOSS AND COMPREHENSIVE LOSS

 ( 35,571,841

)

 ( 37,738,743

)

 Less: net income (loss) attributable to the noncontrolling interest

 ( 617,190

)

 1,066,275

 NET LOSS ATTRIBUTABLE TO UNICOIN INC.

 $

 ( 34,954,651

)

 $

 ( 38,805,018

)

 Net loss per share attributable to Unicoin Inc., basic and diluted

 $

 ( 0.05

)

 $

 ( 0.05

)

 Weighted average common shares outstanding used to compute basic and diluted loss per share

 735,982,489

 733,395,464

 See accompanying notes which are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Common Stock

 Additional
Paid-In

 Treasury Stock

 Accumulated

 Unicoin Inc.
Stockholders'

 Equity

 Unicoin Inc.
Noncontrolling

 Total
Stockholders'
Equity

 Capital

 Deficit

 (Deficit)

 Interest

 (Deficit)

 Balance as of December 31, 2022

 772,938,415

 $

 772,938

 $

 72,831,056

 ( 39,510,647

)

 $

 ( 3,389,446

)

 $

 ( 92,570,448

)

 $

 ( 22,355,900

)

 $

 ( 2,529,800

)

 $

 ( 24,885,700

)

 Issuance of common stock

 14,979

 41,486

 -

 -

 -

 41,500

 -

 41,500

 Stock-based compensation expense

 279,028

 127,393

 -

 -

 -

 -

 Repurchase of common stock (Note 8)

 -

 -

 -

 ( 1,401,493

)

 ( 490,579

)

 -

 ( 490,579

)

 -

 ( 490,579

)

 Net loss

 -

 -

 -

 -

 -

 ( 38,805,018

)

 ( 38,805,018

)

 1,066,275

 ( 37,738,743

)

 Balance as of December 31, 2023

 773,232,422

 $

 773,233

 $

 72,999,935

 ( 40,912,140

)

 $

 ( 3,880,025

)

 $

 ( 131,375,466

)

 $

 ( 61,482,323

)

 $

 ( 1,463,525

)

 $

 ( 62,945,848

)

 Issuance of common stock

 6,814,994

 6,815

 3,644,362

 -

 -

 -

 3,651,177

 -

 3,651,177

 Stock-based compensation expense

 -

 -

 -

 -

 -

 Issuance of common stock upon release of restricted stock units

 78,336

 ( 78

)

 -

 -

 -

 -

 -

 Repurchase of common stock

 -

 -

 -

 ( 539,567

)

 ( 194,085

)

 -

 ( 194,085

)

 -

 - 194,085

 Exercise of stock options and warrants

 940,000

 ( 165

)

 -

 -

 -

 -

 Ownership interest increase in Unicorns Inc.

 -

 -

 ( 2,082,579

)

 -

 -

 -

 ( 2,082,579

)

 1,343,077

 ( 739,502

)

 Net loss

 -

 -

 -

 -

 -

 ( 34,954,651

)

 ( 34,954,651

)

 ( 617,190

)

 ( 35,571,841

)

 Balance as of December 31, 2024

 781,065,752

 $

 781,066

 $

 74,714,958

 ( 41,451,707

)

 $

 ( 4,074,110

)

 $

 ( 166,330,117

)

 $

 ( 94,908,203

)

 $

 ( 737,638

)

 $

 ( 95,645,841

)

 See accompanying notes which are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $

 ( 35,571,841

)

 $

 ( 37,738,743

)

 Adjustments to reconcile net loss to cash used in operating activities:

 Stock-based compensation expense

 Operating expenses paid with unicoin rights

 12,443,767

 14,218,462

 Operating expenses paid with digital assets and USDC

 341,994

 387,582

 Non-cash consideration from customers of Unicorns, Inc.

 -

 ( 1,516,527

)

 Impairment of investments in privately held companies

 1,973,000

 -

 Impairment and write-off of digital assets and USDC

 183,558

 1,435

 Depreciation and amortization expense

 366,257

 416,717

 Credit losses

 9,278

 64,117

 Non-cash operating lease expense

 194,188

 161,268

 Interest expense accrued on the ten-year prepaid plan

 161,068

 -

 Non-cash transaction loss on reacquisition of unicoin rights

 6,694,634

 -

 Interest Income from the five-year deferred payment plan

 9,300

 -

 Changes in operating assets and liabilities:

 Trade receivables payable in cash

 200,771

 22,768

 Prepaid expenses and other current assets

 256,618

 ( 763,312

)

 Other assets

 ( 16,492

)

 Accounts payable

 1,376,115

 ( 1,340,479

)

 Accrued expenses and payroll liabilities

 3,633,923

 824,951

 Deferred revenue

 ( 1,427

)

 ( 13,601

)

 Deferred income tax

 ( 205,005

)

 ( 806,831

)

 Operating lease right-of-use assets / liability

 ( 195,933

)

 ( 154,576

)

 Deferred income tax

 ( 56,005

)

 -

 Other liabilities

 ( 203,402

)

 ( 296,972

)

 Net cash used in operating activities

 ( 8,252,151

)

 ( 26,406,067

)

 CASH FLOWS USED IN INVESTING ACTIVITIES:

 Purchase of property and equipment

 ( 3,002

)

 -

 Purchase of digital assets and USD coin, net of proceeds from sales

 ( 329,856

)

 -

 Net cash used in investing activities

 ( 332,858

)

 -

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of private placement unsecured notes

 -

 394,200

 Payment of short-term debt

 ( 209,200

)

 ( 793,100

)

 Repayment from related party loan
 payable

 ( 51,398

)

 ( 645,000

)

 Proceeds from sales of unicoin rights

 1,423,896

 32,839,148

 Proceeds from sales of common stock

 3,556,973

 41,500

 Repurchase of common stock

 -

 ( 490,579

)

 Proceeds from exercise of stock options and warrants

 -

 Net cash provided by financing activities

 4,721,046

 31,346,169

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 ( 3,863,963

)

 4,940,102

 CASH AND CASH EQUIVALENTS—Beginning of period

 6,462,171

 1,522,069

 CASH AND CASH EQUIVALENTS—End of period

 $

 2,598,208

 $

 6,462,171

 See accompanying notes which are an integral part of these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $

 122,694

 $

 211,575

 Cash paid for income taxes

 $

 73,350

 $

 31,045

 Non-cash investing and financing activity:

 Change in non-controlling interest upon increase in ownership of Unicorns, Inc.

 $

 1,343,077

 $

 -

 Market value of digital assets and USD Coin received as proceeds from issuance of common stock

 $

 94,204

 $

 -

 Market value of digital assets received as proceeds from sales of unicoin rights

 $

 229,948

 $

 390,271

 Receipt (i.e., "collection") of private company equity securities

 $

 1,509,528

 $

 8,329,000

 Recognition of operating lease right-of-use assets and operating lease liabilities in relation to new operating leases

 $

 31,899

 $

 125,293

 Investment in land and mining rights in exchange of unicoin rights

 $

 1,263,979

 $

 -

 Change in additional paid-in capital upon increase in ownership of Unicorns, Inc.

 $

 2,082,579

 $

 -

 Expenses paid by related party on behalf of the Company

 $

 13,992

 $

 51,398

 Repurchase of Unicorns common stock in exchange for unicoin rights

 $

 194,085

 $

 -

 See accompanying notes which are an integral part of these consolidated financial statements.

 F- 7

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 – ORGANIZATION AND OPERATIONS

 Description of Business

 Unicoin Inc. ("Unicoin" or the "Company") is a Delaware corporation incorporated in 2015. In addition to a wholly owned operating company running a Software-as-a-Service ("SaaS") and Talent-as-a-Service ("TaaS") platform, and a majority-owned staffing agency, the Company is also the majority owners of Unicorns Inc., a media production company producing Unicorn Hunters, a business and investing reality show.

 In addition to the businesses it operates
through its subsidiaries, the Company developed a token called unicoin ("unicoins" or "tokens"). We are
currently contemplating collateralizing the unicoins with additional assets. Such assets will be held by a subsidiary of ours and
pledged to a collateral agent for the benefit of the unicoin holders. We are still in the process of determining the exact nature
and structure of such collateralization. There can be no assurance, however, that such current or prospective collateral will equal
or exceed the fair market value of the unicoins or whether such collateral will be subject to liens of its other creditors. When any
of the assets collateralized for the benefit of the holders of unicoins are liquidated, a portion of the resulting proceeds, after
deduction of any related transaction fees and expenses, will be distributed to holders of the unicoins. The firm will be paid a
maintenance fee of 20% of the gross proceeds of any such distribution.

 We have begun exploring possible service providers
and exchanges which can assist with the tokenization of the unicoins and eventual launch of the unicoins. As of the date of this 10-K,
we have not issued any unicoins and there is no assurance as to whether, or at what amount, or on what terms, unicoins will be available
to be issued, if ever.

 On August 28, 2024, the Company notified its existing
investors that it had postponed its initial coin offering of unicoins in order to conduct a thorough review of its public statements,
offering materials and its business in general. The Company has been conducting a thorough review of its compliance with applicable regulatory
requirements with the assistance of a leading national law firm. The Company cannot assess at this time the exact length of the review
and will work with outside legal counsel and the appropriate regulators as expeditiously as possible toward a path to continue its efforts
and plans for the launch of unicoins. As of December 31, 2024 and through the filing date of this Annual Report on Form 10-K, the Company
has not issued any unicoins and there is no assurance as to whether, or at what amount, or on what terms, unicoins will be available to
be issued, if ever.

 Subsidiaries Outside of the United States

 Outside of the United States, the Company
has recently formed subsidiaries for purposes of holding specific parcels of real estate. These
"real estate subsidiaries" include Genniwine Inc. (organized in Thailand) and Unicoin LATAM C.A. (organized in
Venezuela). Each real estate subsidiary's sole purpose and business is to hold real estate.

 Operations in these entities from formation through
the date of this Annual Report on Form 10-K were de minimis.

 UH Properties Inc.

 While Unicoin Inc. does not hold any ownership
interest in UH Properties Inc. (a company organized under the laws of the Philippines), it may be entitled to receive an economic interest
from properties currently owned or acquired in the future by UH Properties, pursuant to a partnership agreement which provides that Unicoin
Inc. will own one hundred percent (100%) of all investments within the Philippines. Under the terms of the agreement, all profits and
losses shall be borne by UH Properties Inc., the domestic Philippine corporation created to manage such investments.

 F- 8

 Unicorns Media Group Ltd:

 While the Company does not hold any ownership
interest in Unicorns Media Group Ltd (a company organized under the laws of the United Kingdom), the Company's subsidiary, Unicorns
Inc., may be entitled to receive economic benefits pursuant to a licensing agreement between Unicorns Inc. and Unicorns Media Group Ltd.
Pursuant to the terms of the licensing agreement, Unicorns Inc. is entitled to seventy percent (70%) of the revenues generated by Unicorns
Media Group Ltd in connection with show productions, including revenues from advertisements, sponsorships, ticket sales, merchandising,
and distribution. Unicoin Inc. owns 71.88% of the outstanding shares of Unicorns Inc., and may therefore indirectly benefit from the revenues
received by Unicorns Inc. under the licensing arrangement.

 Unicoin International Inc

 Unicoin Inc. and Unicoin International Inc. ("UII"),
a corporation established under the laws of Panama, are affiliated but distinct legal entities, with UII operating as a non-subsidiary
affiliate of Unicoin. While Unicoin has been actively engaged in fundraising efforts, brand development, and investor outreach for its
token known as "Unicoin," UII is separately planning the launch of a blockchain-based digital asset referred to as the "unicoin
international token" or "UIT." In support of UII's operations and marketing efforts, Unicoin provides various
services and operational support—including marketing, advisory, investor relations, IT infrastructure, and the sharing of personnel
and office resources—pursuant to a contractual services and support agreement. Under the agreement, UII compensates Unicoin for
these services and may also, at its discretion and subject to applicable law, provide UIT tokens as further consideration. Although the
two entities collaborate closely and share resources, UII maintains operational and legal independence from Unicoin, and the shared personnel
remain solely employed or contracted by Unicoin, not by UII. This collaborative arrangement is structured to enhance efficiency while
preserving each party's separate corporate identity and regulatory compliance obligations.

 Business Organization

 Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, or decision-making group in deciding how to allocate resources and in assessing performance. The Company evaluates operating results based on measures of performance, including revenues and gross profit (loss). The Company currently operates in the following three reporting segments: SaaS, TaaS and Unicorn Hunters. Refer to Note 16 – Segment Information. The legacy operations of the SaaS business are currently being phased out of operations through customer attrition, and are no longer the focus of the Company's efforts.

 Going Concern

 These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

 The Company incurred net losses of $( 35,572) thousand and $( 37,739) thousand and used cash in operating activities of $( 8,252) thousand and $( 26,406) thousand for the years ended December 31, 2024 and 2023 and had an accumulated deficit of $( 166,330) thousand and $( 131,375) thousand as of December 31, 2024, and 2023, respectively, and expects to incur significant additional losses in the future.

 These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations.

 F- 9

 The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, issuing unicoin rights, obtaining equity financing, issuing debt, or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, in view of uncertainties in the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

 The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

 Other Events

 On August 9, 2024, the Company detected an unknown threat actor had gained access to the Company's Google G-Suite account and therefore the Company's G-Suite products (i.e., G-Mail, G-Drive and other related G-Suite functionality). The Company previously disclosed that the unknown actor changed passwords and access to all users having an "@unicoin.com" email address (the "Event"). Upon further investigation, it was determined that the unknown actor did not in fact change passwords, but rather the Company's IT team disabled all passwords when the unauthorized access was discovered, and implemented stricter verification and access protocols for its users. On or about August 13, 2024, the Company was able to remove the threat actor's access to the G-Suite accounts and restore access to its internal users. The Company examined the information accessed to determine and mitigate the impact of the Event, and determined that no data or funds were accessed or taken from its systems, and therefore the Event was immaterial. The Company determined the following details in connection with the Event:

 1.

 Unauthorized access to corporate G-Suite services was gained by unknown persons.

 2.

 During a personal check of corporate users of internal services, discrepancies were found in the personal data of employees and/or contractors in the Company's accounting department.

 3.

 Traces of hacked messages and email accounts of certain managers of the Company were found.

 4.

 Traces of identity forgery of one of the contractors of the Company were found and such contractor subsequently was terminated.

 As of the date of this Annual Report on Form 10-K, the Event has not had a material impact on the Company's financial condition or results of operations. To the knowledge of the Company's management, no traces of loss of any of the Company's cash or crypto assets have been found as a result of the Event.

 F- 10

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company, its wholly owned subsidiaries, SheWorks! and Yandiki (for periods prior to its June 2023 merger with SheWorks!), as well as ITSQuest and Unicorns. These entities are consolidated in accordance with Accounting Standards Codification ("ASC") 810, Consolidations ("ASC 810"). All significant intercompany accounts and transactions have been eliminated in consolidation. For ITSQuest, which is 51% owned, and Unicorns, which is 71.88 % and 66.67 % owned as of December 31, 2024 and December 31, 2023, respectively, the minority interests are reflected in the consolidated financial statements as non-controlling interests ("NCI").

 On February 21, 2024, the Company's majority owned subsidiary, Unicorns, issued 5,000,000 common stock shares to an Executive Producer for the Unicorn Hunters show. This issuance was compensation in connection with the completion of Season 1 of the Unicorn Hunters show. This transaction decreased the Company's ownership interest from 66.67 % to 62.50 %.

 On March 11, 2024, Moe Vela sold his entire ownership
in Unicorns of 7,500,000
common stock shares to the Company, in exchange for 1,500,000
unicoin rights. This transaction increased the Company's ownership interest from 62.50 %
to 71.88 %.
The Company paid Moe Vela with unicoin rights valued at $ 740
thousand.

 These transactions were accounted for under the guidance of ASC 810- Consolidations by recording a change in the non-controlling
interest of $ 1,343
thousand, which represents the increase in the Company's share of the carrying value of Unicorns net assets. The $ 2,083
thousand excess of carrying value of Unicorns net assets over the fair value of the unicoin rights paid in consideration was recorded
to Additional Paid-In-Capital during the year ended December 31, 2024.

 Variable Interest Entity

 The Company's policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance under ASC 810 "Consolidation" ("ASC 810") requires an analysis to determine if an entity should be evaluated for consolidation under the voting interest entity ("VOE") model or the variable interest model ("VIE"). Under the VOE model, controlling financial interest is generally defined as majority ownership of voting interests. The consolidated financial statements include the accounts of all subsidiaries or other entities in which the Company has a direct or indirect controlling financial interest.

 The Company assesses all entities in which it has a significant economic, ownership or other financial interest for consolidation on a case-by-case basis depending on the specific facts and circumstances surrounding each entity. Pursuant to ASC 810, the Company first evaluates whether it holds a variable interest in an entity. The Company considers all economic interests, including proportionate interests through related parties, to determine if such interests are considered a variable interest.

 For any entity where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether it qualifies as a VIE. The Company consolidates a VIE if it is the primary beneficiary having the power to direct the activities that most significantly affect the economic performance of the VIE as well as the obligation to absorb losses and the right to receive benefits that could be significant to the VIE.

 Management evaluated whether Unicorns meets the criteria for classification as a VIE or as VOE and concluded that Unicorns meets the criteria of a VIE. Management further concluded that the Company is the primary beneficiary of Unicorns because the Company has the power to direct the activities that most affect its economic performance and further has the obligation to absorb losses and the right to receive benefits that could be significant to the VIE. Accordingly, the Company is required to consolidate Unicorns as a VIE.

 F- 11

 Use of Estimates

 The preparation of consolidated financial statements
in conformity with GAAP requires us to make estimates and assumptions in the consolidated financial statements and accompanying notes.
Significant estimates and assumptions made by us include: the valuation of unicoin rights and the related embedded feature, valuation
of non-cash contract consideration received from certain investors in unicoin rights, the valuation of non-cash consideration received
from Unicorns customers and the associated revenue recognition; valuation of investments in private companies; valuation of land and other
real estate received in exchange for unicoin rights; valuation of the Company's common stock as a private company, valuation of
the NCI in ITSQuest; valuation of the ITSQuest contingent divestiture; determination of the useful lives assigned to intangible assets;
assessments for potential impairment of goodwill and acquisition related intangible assets; assessments of the recoverability of accounts
receivable and determination of the fair value of certain stock awards issued. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable, the result of which forms the basis for making judgements about the carrying values
of assets and liabilities. Actual results could differ materially from those estimates.

 Cash and Cash Equivalents

 Cash and cash equivalents consist of cash and money market funds with original maturities of three months or less when acquired. Cash equivalents are stated at cost, which approximates fair value. These investments are not subject to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. As of December 31, 2024 and 2023, the Company had $ 2,059 thousand and $ 5,657 thousand of cash in excess of the FDIC insured amount, respectively. The bank at which the Company had deposits that exceed FDIC limits is not in receivership or under the control of the FDIC. The Company has not experienced any losses in such accounts.

 Accounts Receivable

 Accounts receivable consist of receivables from sale or renewal of SaaS subscriptions to its software platform or TaaS staffing arrangements. The Company records a receivable for its SaaS segment when customer access to the software platform is provided. For the TaaS segment, receivables are recorded when the Company has a right to invoice and are typically invoiced on a monthly basis. Typical cash payment terms provide that customers pay within 30 days of invoicing.

 As more fully discussed in the Revenue Recognition section below, accounts receivable for Unicorns generally consists of commitments from companies that have appeared on the Unicorn Hunters show, to issue stock options, warrants or shares to the Company. These options or warrants typically have a term of five to ten years and are recorded at their estimated fair values. Unicorns invoices customers when an episode is distributed for broadcast or streaming. Receipt of the option or warrant certificates is handled on a case-by-case basis in accordance with each customer agreement. Unicorns receivables are classified as current because the underlying option or warrant certificates are expected to be received within one year of release or distribution of each related episode.

 Subsequent to receipt of these option, warrant or share certificates, the related receivables are reclassified to investments in privately-held companies, a long-term asset account. The Company does not charge interest for past due accounts and does not require any collateral for its receivables. As more fully discussed in the Revenue Recognition section below, Unicorns non-cash consideration is recorded at fair value as determined at, or near the date of contract inception. As permitted by a practical expedient provision in ASC 606 "Revenue Recognition," the Company does not adjust Unicorns contract consideration for the effects of a significant financing component if, at contract inception, management expects the period between time of service and payment to be less than one year.

 During 2020, ITSQuest entered an account receivable financing arrangement with a financial institution ("Factor"). Pursuant to the terms of the arrangement, the Company sells amounts of its accounts receivable balances to the Factor as absolute owner with full recourse against ITSQuest. In accordance with ASC 860, Transfers and Servicing ("ASC 860"), we concluded that the transaction with the Factor represents a transfer of financial assets in which the Company retains effective control over the transferred receivables. As such it was determined that the transfer of financial asset should be recorded as a secured borrowing. Furthermore, the Company shall continue to report the transferred financial asset in its consolidated balance sheets with no change in the assets' measurement. Accordingly, the Company records the receivable on its Consolidated Balance Sheets and records a liability for the amount received from the Factor towards factored receivables in a manner similar to secured borrowing with pledge of collateral. The Factor remits 95% of the account receivable balance to the Company and retains 5% factoring fee for the invoices factored. As of December 31, 2024 and 2023, the Company recorded a liability of $ 84 thousand and $ 312 thousand, respectively, towards the Factor which is included in other current liabilities on the Company's consolidated balance sheets. The cost of factoring is included as a component of general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. During the years ended December 31, 2024 and 2023, the Company incurred $ 35 thousand and $ 71 thousand in factoring fee expense, respectively.

 F- 12

 Allowance for Doubtful Accounts

 The Company evaluates the collectability of its accounts receivable based on a combination of factors. Where the Company is aware of circumstances that may impair a specific customer's ability to meet its financial obligations, the Company records a specific allowance against amounts due. The Company writes off a receivable and charges it against its recorded allowance when all collection efforts are exhausted without success. Amounts are included as a component of general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered. For Unicorns, revenue and receivables are generally in the form of commitments from companies, that have appeared on the Unicorn Hunters show, to issue stock options or warrants to the Company.

 Accounts receivable is recorded at the invoiced amount, net of allowance for expected credit losses. The Company's primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the accounts receivable balance to the estimated net realizable value. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the Company's customers financial condition, the amount of any receivables in dispute, the current receivables aging, current payment terms and expectations of forward-looking loss estimates.

 The allowance for doubtful accounts related to Unicorns non-cash receivables is subject to uncertainty because the fair value of the underlying private company options, warrants or shares could change subsequent to the initial determination of fair value and before receipt of the related option, warrant or share certificates. In addition, unforeseen circumstances could arise after contract inception which could impact the customer's intent or ability to pay. Because the value of any one of the receivables associated with Unicorn's contracts may be material, changes such as these could have a material effect on the Company's future financial condition, results of operations and cash flows.

 During the years ended December 31, 2024
and 2023, the Company incurred bad debt expense of $9
 9,278 thousand and $64 64,117
thousand, respectively.

 As discussed in the Investments in Privately-Held Companies section below, the fair value of options or warrants of private companies, held upon settlement of such receivables, may fluctuate subsequent to receipt resulting in charges or gains to the Company's consolidated statements of operations and comprehensive loss in future periods.

 Investments in Privately-Held Companies

 In accordance with ASC 321 "Investments-Equity Securities" ("ASC 321"), equity securities for which the Company has no significant influence (generally less than a 20% ownership interest), and which do not have readily determinable fair values, are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Gains and losses on investments in equity securities are recognized in the consolidated statements of operations and comprehensive loss.

 The Company regularly reviews such equity securities
for impairment based on a qualitative assessment which includes, but is not limited to (i) significant deterioration in the earnings
performance, credit rating, asset quality or business prospects of the investee, (ii) significant adverse changes in the regulatory,
economic or technological environment of the investee and (iii) significant adverse changes in the general market condition of either
the geographical area or the industry in which the investee operates, (iv) a bona fide offer to purchase, an offer by the investee to
sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment,
(v) factors that raise significant concerns about the investee's ability to continue as a going concern such as negative cash flows
from operations, working capital deficiencies, or non-compliance with statutory capital requirements or debt covenants. If an equity
security is impaired, an impairment loss is recognized in the consolidated statements of operations and comprehensive loss equal to the
difference between the fair value of the investment and its carrying amount. If such impairment is determined prior to receiving options
or warrants to be received as consideration for Unicorns customer contracts, the related loss on impairment is reflected as bad debt
expense.

 As discussed in Note 4, as of December 31, 2023, the Company had non-cash receivables consisting of options and warrants to purchase common stock in privately-held companies. The options and warrants underlying these non-cash receivables are subject to significant fluctuations in market values. As of December 31, 2024 all related option and warrant certificates have been received and these accounts receivable have been reclassified to investments in privately-held companies in the Company's consolidated balance sheet.

 F- 13

 Property and Equipment

 Property and equipment are recorded at cost
less accumulated depreciation. Depreciation of property and equipment is provided for by the straight-line method over the estimated
useful lives of the related assets. Gains and losses on depreciable assets retired or sold are recognized in the consolidated
statements of operations in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. Depreciation
expense for the years ended December 31, 2024 and 2023, amounted to $ 11
thousand and $ 11
thousand, respectively.

 Digital Assets

 The Company has accepted digital assets including Bitcoin (BTC), Ether (ETH), Litecoin (LTC), USD Coin (USDC), Bitcoin Cash (BCH), Tether (USDT) and Wrapped Ethereum (WETH) as consideration from certain investors in exchange for equity, debt or unicoin rights issued by the Company. The Company records the initial cost basis at their original purchase prices or at their then-current quoted market prices (e.g., when received in an exchange rather than purchase transaction) and presents all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other, except USDC (refer to Note 3 – Fair Value Measurement, for details of accounting policy regarding USDC). Fair value of the Company's digital assets is determined in accordance with ASC 820, "Fair Value Measurement" ("ASC 820"), based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). The Company has ownership and control of its digital assets and utilizes INX and/or Coinbase, third-party custodians, to secure its holdings and facilitate transactions.

 During the year ended December 31, 2023, the Company has revised its impairment loss assessment methodology for digital assets to record write-downs to the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. This revision would be consistent with the requirements of ASC 350-30-35-19, which indicates impairment exists whenever carrying value exceeds fair value. It also indicates that after an impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its new accounting basis. Management assessed the potential difference in impairment loss that would have resulted in prior periods if this impairment methodology had been applied retroactively, noting the amounts were immaterial.

 Impairment losses are recognized within loss from operations in the consolidated statements of operations and comprehensive loss in the period in which the impairment is identified. The impaired digital assets are written down to their fair values at the time of impairment and this new cost basis is not adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are recorded within loss from operations in the consolidated statements of operations and comprehensive loss. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

 The Company uses digital assets as payment to vendors for goods or services from time to time. The Company computes resulting gains or losses by subtracting the then-current carrying value from the realized proceeds or the fair value of cryptocurrencies on the goods or services transaction date, or the fair value of the goods or services received in exchange for cryptocurrencies, if more readily determinable. Such transactions are processed by the Company's digital assets custodian. The transfer of control and transaction date are based on the transaction date as indicated in reports from the custodian. Gains and losses are determined separately for each digital asset purchase in accordance with the first in first out (FIFO) method of accounting.

 Goodwill and Acquisition-Related Intangible Assets

 Goodwill and finite-lived intangible assets resulted from the acquisition of ITSQuest in 2020. Intangible assets consist primarily of customer relationships and trade names. Upon acquisition, the purchase price was first allocated to identifiable assets and liabilities, including customer-related intangible assets and tradenames, with any remaining purchase price recorded as Goodwill. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 15 years for customer relationships and 5 years for trade names. Straight line amortization is not materially different from an amortization method based upon projected future cash flows from the customers acquired.

 F- 14

 The Company tests goodwill impairment under ASC 350 at least annually or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other relevant factors. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e., before aggregation or combination), or one level below an operating segment (i.e., a component). There was no impairment of goodwill during the years ended December 31, 2024 and 2023.

 The Company tests finite-lived intangible assets and other long-lived assets under ASC 360 whenever impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other relevant factors. Impairment of long-lived assets is evaluated at the asset-group level. An asset group is defined as the lowest level of identifiable cash flows that are largely independent of the cash flows of other groups of assets or liabilities. There was no impairment of finite-lived intangible assets or other long-lived assets during the years ended December 31, 2024 and 2023.

 Derivative Financial Instruments

 The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives, as defined by ASC 815, Derivatives and Hedging ("ASC 815"). Under ASC 815, derivative financial instruments that are accounted for as liabilities are initially recorded at fair value and are then revalued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the accompanying consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the consolidated balance sheets date. The Company did not have any significant derivative instruments during the years ended December 31, 2024 or 2023.

 Common Stock Warrants

 The Company has issued common stock warrants to individuals who provided referrals to accredited investors that resulted in sales of common stock in connection with the Company's various funding rounds. Warrants issued by the Company are evaluated as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance pursuant to ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own equity and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of December 31, 2024 and December 31, 2023, all of the Company's outstanding warrants were classified as equity in accordance with ASC 815-40.

 Leases

 The Company accounts for leases in
accordance with ASC 842. ASC 842 generally requires an entity to recognize on its balance sheet operating and finance lease
liabilities and corresponding right-of-use ("ROU") assets, as well as to recognize the associated operating lease
expenses in its consolidated statements of operations. The Company policy is to not capitalize leases with a term of 12 months or
less on its consolidated balance sheets.

 F- 15

 Revenue Recognition

 The Company recognizes revenue in accordance with ASC 606 which requires revenue to be recorded in a manner which depicts the transfer of goods or services to customers at amounts that reflect the consideration the Company expects to receive in exchange for those goods or services. Under ASC 606, revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company's goods or services.

 The Company primarily derives its revenues from three revenue streams:

 1.

 Subscription Revenue (Software-as-a-Service or "SaaS")
 – which is comprised of fees from customers accessing the Company's all-in-one cloud-based solution to manage remote
 workers ("software platform").

 2.

 Staffing Revenue (Talent-as-a-Service or "TaaS")
 – whereby enterprise customers are connected to individuals who are able to assist them in projects.

 3.

 Unicorns Revenue – which generally represents the fair
 value of private company stock options or warrants, committed to be granted to the Company, as consideration for the right to present
 and promote those private companies on the Unicorn Hunters show.

 The Company accounts for revenue contracts with customers through the following five steps: (i) identification of the contract, or contracts, with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligation in the contract, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company's subscription service arrangements and Unicorns agreements are non-cancellable and do not contain refund-type provisions. Certain service agreements include cancelation clauses and there is a right of refund provided to the customer. The Company estimates and maintains a reserve for expected customer refunds. These estimates involve inherent uncertainties and management judgment. As of December 31, 2024 and 2023 no such reserves were recorded.

 The Company's customers include government institutions, a Fortune
500 Company, and small businesses. At contract inception, the Company assesses the product offerings in its contracts to identify
performance obligation(s) that are distinct. A performance obligation is distinct when the customer can benefit from it on its own or
together with other resources that are readily available and when it is separately identifiable from other items in the contract. Historically,
costs to obtain a contract have not been significant.

 To identify its performance obligation(s), the Company considers all the promises in the contract for SaaS, TaaS or Unicorns Services. The Company has concluded there to be a single performance obligation in each of these services. For SaaS arrangements, the primary obligation is the license issuance to the customer to access the Company's workforce platform. For TaaS arrangements, the primary performance obligation is services provided to the customer by the professional resulting in hours accrued or milestones reached. For Unicorns arrangements, the primary performance obligation is to provide customers with publicity and exposure through appearance on the Unicorn Hunters show which occurs when an episode is distributed for broadcast or streaming.

 The transaction price is the total amount of consideration the Company expects to be entitled to in exchange for the service offerings in a contract. At the inception of the contract, the transaction price is known for all the services in the contracts. For SaaS contracts the transaction price is based on the number of licenses sold. TaaS contracts are based on the contracted service hours. Some contracts have a form of variable consideration, for example discounts on licenses sold that exceed certain volumes, or TaaS remote talent projects with a 10% discount for long term engagements that could impact the base transaction price of our services in contracts with the customers. The Company estimates variable consideration and adjusts the transaction price at the time of contract signing.

 Revenue and accounts receivable for Unicorns generally consists of the fair value of stock options, warrants or shares of common stock
committed from companies that have appeared on the Unicorn Hunters show. Contract consideration is fixed at contract inception and has
historically been received in one of two forms: 1) either a pre-determined number of stock options, warrants or shares or 2) options or
warrants or shares representing a specific percentage of the customer's common stock outstanding as of a particular point in time.
Other key terms specified in customer contracts include the exercise price and the duration or term of the options or warrants. The options
or warrants underlying the commitments typically have a term of five to ten years and accounts receivable are recorded at the estimated
fair value of such options or warrants as determined at contract inception. The estimated fair value of stock options and warrants, expected
to be received as consideration, is dependent on the fair value of the underlying equity of each privately held presenting company.

 F- 16

 The fair value of such underlying private company equity is determined based on (i) the valuation indicated in a recent round of financing (ii) a recent pre-existing third-party valuation report or (iii) a new third-party valuation report as of or near the date of contract inception. Third-party valuation reports consider factors such as recent financing rounds, third-party financing transactions, discounted cash flow analyses and market-based information, including comparable transactions, trading multiples and other factors based on facts and circumstances specific to each privately held presenting company. For non-cash consideration in the form of stock options or warrants of the presenting company, the Company, with assistance from third-party valuation advisors, determines the fair value of such consideration using the Black-Scholes option pricing model which, in addition to the fair value of underlying stock, considers the term of the stock options or warrants, exercise price, volatility, interest rate and dividend yield. These are Level 3 estimates under the fair value hierarchy because they involve significant unobservable inputs. The valuation of stock options or warrants committed by Unicorns customers requires management judgment due to the absence of an observable market price for those options or warrants.

 Under ASC 606, the total transaction price is allocated to each performance obligation in the contract. As noted above, each contract in each segment contains only one performance obligation. Accordingly, the total transaction price for all Company contracts relates to the single performance obligation and no allocation is required.

 Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. If the consideration promised in a contract includes a variable amount, for example, a discount for the subscription to access the software platform or for long term staffing engagements, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur.

 For SaaS contracts, the typical subscription term is one year or less and the Company generally invoices its customers at the start of the subscription period when access to the software platform is provided. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue and related revenue is recognized over the subscription period. For TaaS contracts, the Company's staffing contracts are typically for a duration of less than a year and are either on a fixed hourly rate basis or on a fixed cost basis billed upon satisfaction of respective milestones. For Unicorns' contracts, customers are billed when an episode is distributed for broadcast or streaming.

 The Company typically invoices its customers
at the end of each month in cases where the contracts involve billing based on fixed hourly rates and/or once a milestone is reached.
An over-time method is used to measure progress because the Company's obligation is to provide continuous service over the contractual
period when fixed hourly rate billing is involved. For time-and-materials contracts, revenue from contracts with customers is recognized
in the amount to which the Company has a right to invoice, when the services are rendered by the Company's remote workers in such
cases. For milestone-based contracts, revenue is recognized when the milestones are achieved. Revenue is recognized once a milestone
is reached for an amount of the transaction price that is proportional to the total milestones in the contract. Milestones reached represent
work performed and thereby best depicts the transfer of control to the customer. For Unicorns' contracts, the promise to the customer
is fulfilled and revenue is recognized for the entire transaction price when an episode is distributed on the Unicorn Hunters website.

 Revenue from TaaS arrangements is recorded on a gross basis, as principal, rather than on a net basis, as agent. The Company concluded that it is the principal in these arrangements because the Company contracts separately with customers and service providers, is responsible for directing service providers to meet the agreed upon customer specifications, has discretion to establish pricing for services provided to end customers and bears the primary risks related to billing, collection and customer satisfaction.

 Deferred Revenue

 Deferred revenue represents amounts that have been prepaid in advance of revenue recognition. Deferred revenue is recognized as revenue when transfer of control to customers has occurred or as services are being provided. The Company generally invoices customers in monthly installments for the TaaS business and for SaaS, business customers are invoiced at the start of the contract period therefore timing differences and deferred revenue can occur in the SaaS and TaaS segments. As noted above, Unicorns invoicing and revenue recognition both occur at the time an episode is distributed on the Unicorn Hunters website therefore there is no deferred revenue recorded for the Unicorn Hunters segment.

 F- 17

 The Company had deferred revenue of $4 thousand and $5 thousand as of December 31, 2024 and December 2023, respectively. The amount of revenue recognized in fiscal 2024 and 2023 that was included in deferred revenue at the beginning of the periods was $ 5 thousand and $ 19 thousand, respectively.

 Remaining Performance Obligation

 In accordance with ASC 606, the Company is required to include disclosures on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the contracts in the Company's businesses, these reporting requirements are not applicable. Most of the Company's remaining contracts meet certain exceptions as defined in ASC 606. For the Company's contracts that pertain to these exceptions: (i) the remaining performance obligations primarily relates to the provision of access to the software platform for its subscribers; and (ii) the estimated duration of these performance obligations is less than one year or ranges from the remaining of the current calendar year to the next calendar year.

 Cost of Revenue

 For the SaaS and TaaS segments, cost of revenue includes salaries, and personnel compensation costs, associated with the Company's website hosting and other costs including providing technical support, materials, and supplies. For Unicorns, cost of revenue includes salaries and personnel compensation costs as noted for SaaS and TaaS but also includes third party costs for production team, celebrity hosts and travel. The Company evaluates if Unicorn Hunters show production costs are expected to be recovered. Costs are capitalized if expected to be recovered and otherwise are expensed as incurred. Any capitalized costs are expensed when the related show is distributed on the Unicorn Hunters website. No production costs were capitalized during the years ended December 31, 2024 or 2023 because of uncertainty about recovery of such costs during the Company's early stages.

 General and Administrative Expense

 General and administrative costs primarily consist of compensation, employee benefits, and stock-based compensation related to executive management, finance, administration and human resources, facility costs, professional service fees, and other general overhead costs.

 Sales and Marketing Expense

 Sales and marketing costs principally consist of
third-party marketing, advertising, and branding in addition to compensation and benefits of the Company's own marketing
personnel. Sales, marketing and advertising costs are expensed as incurred. During the years ended December 31, 2024 and 2023, the
Company incurred marketing/advertising expenses of $ 11,486 thousand and $ 5,100 thousand, respectively, of which $8,708 thousand and
$3,702 thousand were paid for by exchanging unicoin rights with such fair value. Sales and marketing expense includes costs
associated with promoting the Unicorn Hunters show.

 Research and Development Expense

 Research and development costs are related to maintaining and improving the Company's software platform and primarily consist of personnel-related costs, including salaries and bonuses, benefits and stock-based compensation expense. Research and development costs related to internal use software are not material and are expensed as they are incurred.

 Stock-Based Compensation Expense

 The Company measures and records stock-based compensation expense related to stock awards and stock options awarded to certain officers, directors, employees and consultants based on the grant date fair value of the award under ASC 718, Stock Compensation ("ASC 718"). The Company estimates the fair value of each stock option at the grant date using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period, of the individual option, generally equal to the vesting period.

 F- 18

 Income Taxes

 Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period in which the change was enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if management has determined that it is more likely than not that such assets will not be realized. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. The Company is subject to examinations by federal and state authorities for the income tax periods that remain open. In the event that a taxing jurisdiction levies an assessment in the future, it is possible the assessment could have a material adverse effect on the consolidated financial condition or results of operations.

 The consolidated financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable tax authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. In the event that the Internal Revenue Service ("IRS") or another taxing jurisdiction levies an assessment in the future, it is possible the assessment could have a material adverse effect on the consolidated financial condition or results of operations. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes interest and penalties related to income tax matters in income tax expense.

 Net Loss per Share

 Net loss per common share is computed pursuant to ASC 260-10, Earnings Per Share ("ASC 260"). Basic net loss per share is computed by dividing net loss by the weighted average number of common stock shares outstanding. For each of the years ended December 31, 2024 and 2023, the Company had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation because the effect would have been anti-dilutive.

 Contingent Liabilities

 The Company accounts for contingent liabilities in accordance with the ASC 450, Contingencies ("ASC 450"). This guidance requires management to assess potential contingent liabilities that may exist as of the date of the consolidated financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed in the notes to the consolidated financial statements.

 Risks and Uncertainties

 The Company is subject to a number of risks that are similar to those which other companies of similar size in its industry are facing, including, but not limited to, the need for additional capital (or financing) to fund operations, competition from substitute products and services from larger companies, protection of proprietary technology, dependence on key customers, dependence on key individuals, and risks associated with changes in information technology.

 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and accounts receivable. The Company's cash and cash equivalents are held in accounts with major financial institutions, and, at times, exceed federally insured limits. As of December 31, 2024 and 2023, the Company had $ 2,059 thousand and $ 5,657 thousand of cash in excess of the FDIC insured amount, respectively. The bank at which the Company had deposits that exceed FDIC limits is not in receivership or under the control of the FDIC. The Company has not experienced any losses in such accounts.

 F- 19

 In addition, as discussed in Note 4, as of December 31, 2023 the Company had non-cash receivables consisting of options and warrants to purchase common stock in small privately-held companies. The options and warrants underlying these non-cash receivables are subject to significant fluctuations in market values. As of December 31, 2024 all related option and warrant certificates have been received and these accounts receivable have been reclassified to investments in privately-held companies in the Company's consolidated balance sheets.

 As discussed above and in Note 5, the Company has accepted digital assets as consideration from certain investors in exchange for equity, debt or unicoin rights issued by the Company. Digital asset market values are subject to significant fluctuations based on supply and demand for such digital assets and other factors. The Company can either hold, sell, or use digital assets as payment to vendors. Digital asset price risk could adversely affect future operating results including earnings, cash flows and the Company's ability to meet its ongoing obligations.

 The following table summarizes the Company's revenues from customers that contributed to at least 10% of total revenues:

 Schedule of revenues from customers

 Schedule of revenues from customers

 Revenues as a % of
 Total Revenues

 Year Ended

 Customer Reference

 2024

 2023

 Customer A

 %

 %

 Customer B

 %

 -

 *

 *

 Revenue from this customer did not amount to 10% or more of total revenues during the period reported.

 The following table summarizes the Company's accounts receivable from customers that contributed to at least 10% of total accounts receivable, net:

 Schedule of accounts receivable from customers

 Accounts Receivable
 as a % of
 Accounts Receivable, net

 Customer Reference

 2024

 2023

 Customer A

 %

 -

 *

 Customer B

 %

 %

 Customer C

 %

 -

 *

 Customer D

 -

 *

 %

 *

 Accounts Receivable from this customer did not amount to 10% or more of Accounts Receivable as of the period reported.

 Effective on December 31, 2024, the Company and the sellers of ITSQuest amended the SEA (the "Amended SEA") to delay the date of the trigger event to December 31, 2025 (i.e., by an additional twelve months). The trigger event provides that the Company would divest itself of the acquired ITSQuest equity by returning the same to the founders of ITSQuest, and such founders shall be entitled to retain the shares of the Company received pursuant to the original and amended SEA upon any of the following two scenarios:

 -

 if the Company does not engage in a public offering of its securities at a price of at least $10.00 per share by December 31, 2025; or,

 -

 if the Company's proposed tokens are not tokenized and listed on an available Alternative Trading System ("ATS") or cryptocurrency exchange (whichever is applicable), with a quoted price of at least $1.00 per token by December 31, 2025.

 F- 20

 As
consideration for this extension, the sellers of ITSQuest received 2 million unicoin rights. Because the measurement period for the
ITSQuest acquisition ended, at the latest, on November 30, 2021, the impact of the Amended SEA was not considered as an adjustment
to the original purchase price allocation. The Company recorded a unicoin rights financing obligation of $ 790 thousand associated
with the amendment or settlement of the terms of the original contingent divestiture provision. This amount represents the fair
value of the 2 million unicoin rights issued to the sellers of ITSQuest and is reflected as cost of contract amendment as operating
expense in the Company's consolidated statement of operations and comprehensive loss for the year ended December 31,
2024.

 As of the date of filing of this Annual Report on Form 10-K, the Company cannot yet assess the likelihood or probability of achieving
either of the two trigger events necessary to avoid divestiture if ITSQuest. However, if the Company is not able to achieve such trigger
events, the Company's business, financial condition, results of operations and liquidity will be materially impacted as ITSQuest
represented Company assets of $ 10,213 thousand, revenues of $ 17,928 thousand, and generated gross margins of $ 3,598 thousand as of and for the year ended December 31, 2024, respectively.

 Financial Instruments – Credit Losses

 The Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on financial instruments later codified as Accounting Standard codification ("ASC") 326 ("ASC 326"), effective January 1, 2023, using a modified retrospective approach. The guidance introduces a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. There was no significant impact on the date of adoption of ASC 326.

 Under ASC 326, accounts receivable are recorded at the invoiced amount, net of allowance for expected credit losses. The Company's primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the accounts receivable balance to the estimated net realizable value. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the Company's customers' financial condition, the amount of any receivables in dispute, the current receivables aging, current payment terms and expectations of forward-looking loss estimates.

 All provisions for the allowance for doubtful accounts are included as a component of general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered.

 The allowance for doubtful accounts related to Unicorns non-cash receivables is subject to uncertainty because the fair value of the underlying private company options, warrants or shares could change subsequent to the initial determination of fair value and before receipt of the related option, warrant or share certificates. In addition, unforeseen circumstances could arise after contract inception which could impact the customer's intent or ability to pay. Because the value of any one of the receivables associated with Unicorn's contracts may be material, changes such as these could have a material effect on the Company's future financial condition, results of operations and cash flows.

 Since the inception of Unicorn Hunters, the Company has recognized revenue in connection with seven Unicorn Hunters agreements. The total revenue amount related to these agreements was $ 10,130 thousand to-date. As of December 31, 2024 and 2023, Unicorn Hunters non-cash receivables were $ 0 and 1,510 thousand, respectively and represented 0 % and 39 % of total receivables, respectively. In addition, these receivables represented 0 % and 5 % of total assets as of December 31, 2024 and 2023, respectively.

 The Company reviews each outstanding customer's non-cash receivable balance with management of the private company customer, and records an allowance for doubtful accounts if either of the following are noted:

 a.

 A specific milestone, equity financing or other event has occurred that is a clear indication that there has been a material change in the enterprise value of the private company customer since the original recording of the Unicorns accounts receivable balance and before the Company has received the underlying stock option, warrants or shares certificates.

 b.

 The Company's review identifies facts and circumstances that have substantially changed either the private company customers' intent or its ability to issue the stock option, warrants or shares certificates due in satisfaction of their related accounts receivable balance.

 F- 21

 To date, the Company has not recorded any bad debt expense or allowance for doubtful accounts related to Unicorn Hunters non-cash receivables and the Company has not experienced any fluctuations or significant matters that would require recording a material allowance for doubtful accounts in any period to date.

 As of December 31, 2024 and 2023, the
Company had an allowance for doubtful accounts balance of $ 5
thousand and $ 5
thousand, respectively. For the year ended December 31, 2024 and 2023, the Company recorded bad debt expense of $9 9,278
thousand and $64 thousand, 64,117 respectively.
These amounts were related to trade receivables payable in cash.

 Effect of Recently Adopted Accounting Pronouncements

 In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280), which will require public companies to provide more transparency in both quarterly and annual reports about the expenses they incur from revenue generating reportable business segments. In addition, the ASU requires that a public entity disclose significant segment expenses that are regularly provided to the chief operating decision maker, an amount for other segment items by reportable business segment, including a description of its composition, and the primary measures of a business segment's profit or loss in assessing segment performance. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company implemented the updated guidance as of December 31, 2024, which resulted in the incorporation of new segment disclosures, as noted in Note 16 - Segment Information. Also, the implementation of ASU 2023-07, did not have an impact on other disclosures to the consolidated financial statements.

 Recently Issued Not Yet Adopted Accounting Pronouncements

 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820), which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined. The amendment clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires certain qualitative and quantitative disclosures related to equity securities subject to contractual sale restrictions. This authoritative guidance will be effective for us in the first quarter of fiscal 2025, with early adoption permitted. We are currently evaluating the effect of this new guidance on our consolidated financial statements.

 In November 2023, the FASB issued Accounting Standards
Update ("ASU") 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures (Topic 280), which will require
public companies to provide more transparency in both quarterly and annual reports about the expenses they incur from revenue generating
reportable business segments. In addition, the ASU requires that a public entity disclose significant segment expenses that are regularly
provided to the chief operating decision maker, an amount for other segment items by reportable business segment, including a description
of its composition, and the primary measures of a business segment's profit or loss in assessing segment performance. This ASU
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. The Company implemented the updated guidance as of December 31, 2024, which resulted in revising the segments disclosures presented
in Note 16 - Segment Information. Also, the implementation of ASU 2023-07, did not have an impact on other disclosures to the consolidated
financial statements.

 In December 2023, the FASB issued ASU 2023-08, Intangibles-Goodwill
and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which seeks to provide financial
statement users with more decision-useful information about the underlying economics of crypto assets, and a reporting
entity's financial position. The amendment requires an entity to present crypto assets at fair value on the consolidated
balance sheet, present these assets separate from other intangible assets, and record changes from remeasurements of crypto assets
separately from changes in carrying amounts from other intangible assets on the income statement. The amendment also requires
entities to disclose by crypto asset the name, fair value, cost basis, and number of units, as well as changes crypto holdings over
the periods presented. Although early adoption is permitted, the new guidance becomes effective on January 1, 2025, and should be
applied using a modified retrospective transition method with a cumulative-effect adjustment recorded to the opening balance of
retained earnings as of the beginning of the year of adoption. We are currently evaluating the effect of this new guidance on our
consolidated financial statements.

 F- 22

 NOTE 3 – FAIR VALUE MEASUREMENT

 The Company measures the fair value for financial instruments under ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements.

 To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, as follows:

 Level 1

 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

 Level 2

 Significant other inputs that are directly or indirectly observable in the marketplace.

 Level 3

 Assets and liabilities whose significant value drivers are unobservable.

 Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company's market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

 The Company has revised its Intangible Assets
and Financial Assets accounting policies to account for USD Coin ("USDC") as a financial asset. As a result, USDC will
be measured at fair value in future periods with changes in fair value reported in earnings as they occur. The Company previously
reported USDC within Intangible assets, net, and has reclassified USDC to prepaid expenses and other current assets beginning in the
third quarter of 2023. The Company's USDC balance as of December 31, 2024 and 2023 amounted to $ 44 thousand (included within the prepaid and other current assets line item of the consolidated balance sheets) and $ 0 thousand
respectively. Management assessed the balance of USDC in historical periods, noting the change has an immaterial impact on
previously reported amounts.

 The following table is a summary of financial assets measured at fair value on a recurring basis and their classification within the fair value hierarchy:

 As of December 31, 2024

 Schedule of fair value assets measured on recurring basis

 Carrying
 Value

 Level 1

 Level 2

 Level 3

 Total

 ASSETS

 Money market funds

 $

 1,875,633

 $

 1,875,633

 $

 -

 $

 -

 $

 1,875,633

 As of December 31, 2023

 Carrying
 Value

 Level 1

 Level 2

 Level 3

 Total

 ASSETS

 Money market funds

 $

 5,299,530

 $

 5,299,530

 $

 -

 $

 -

 $

 5,299,530

 F- 23

 The obligation to settle the Company's unicoin
rights liability through the exchange of a fixed number of unicoins, when and if all contingencies are resolved and unicoins are launched,
represents an embedded feature that may result in additional charges to the Company's consolidated statements of operations and
comprehensive loss upon settlement. The embedded feature was initially valued at $0 and is not expected to fluctuate until the unicoins
are launched or probable of launch.

 Assets Measured at Fair Value on a Non-Recurring Basis

 Unicorns accounts receivable generally consist of commitments to issue stock options or warrants from customers which appear on the Unicorn Hunters show. This non-cash consideration is recognized in accounts receivable at the estimated fair values at or near the dates of contract inception using Level 3 inputs. The fair value of these commitments, as well as the options or warrants of private companies, held upon settlement of such receivables, as measured using Level 3 inputs, may fluctuate as discussed in the Company's accounting policy for private company investments, which is included in Note 2. Certain other items such as goodwill, intangible assets, contingent divestiture and NCI resulting from the ITSQuest acquisition are recognized or disclosed at fair value on a non-recurring basis. The Company determines the fair value of these items using Level 3 inputs. There are inherent limitations when estimating the fair value of financial instruments, and the fair values reported are not necessarily indicative of the amounts that would be realized in current market transactions.

 NOTE 4 – INVESTMENTS IN PRIVATELY-HELD COMPANIES

 Revenue and accounts receivable for Unicorns generally consists of the fair value of stock options or warrants committed from companies that have appeared on the Unicorn Hunters show. The options or warrants underlying the commitments typically have a term of five to ten years and accounts receivable are recorded at the estimated fair value of such options or warrants as determined at contract inception. Subsequent to issuance of the option or warrant certificates to the Company, the related receivables are reclassified to investments in privately-held companies, a long-term asset account representing investments in private company equity securities or rights to acquire private company equity securities.

 The Company's non-cash receivables and the underlying investments in privately-held companies do not have readily determinable fair values. Their initial cost (i.e., estimated fair value at or near contract inception) is subsequently adjusted to fair value on a nonrecurring basis based on observable price changes from orderly transactions of identical or similar securities of the same issuer or upon impairment. These investments are classified within Level 3 of the fair value hierarchy as we estimate the value based on valuation methods using the observable transaction price at the transaction date and other significant unobservable inputs, such as volatility, rights and obligations related to these securities. These valuations require management judgment due to the absence of an observable market price and lack of liquidity.

 During the year ended December 31, 2024, we identified
an indicator of impairment for one of the private companies in which we hold an investment and recognized an impairment charge for the
full carrying value of $ 1,973 thousand. The impairment charge was recorded within Other income (expense), net in our consolidated statements
of operations and comprehensive loss. As of December 31, 2024, no other impairment or bad debt expense had been recorded on any of the
other long-term investments in private companies or non-cash receivables.

 During the year ended December 31, 2024, the
Company received option or warrant certificate from one Unicorn Hunters customer with an aggregate carrying value, and estimated
fair value, of $ 1,510
thousand. As of December 31, 2024, the Company has no outstanding non-cash receivables. During the year ended December 31, 2023, the
Company received option or warrant certificates from five customers with an aggregate carrying value, and estimated fair value, of
$ 8,627 thousand.
Upon receipt the Company reclassified the amounts from Unicorn Hunters non-cash receivables to Investments in privately held
companies.

 F- 24

 NOTE 5 – GOODWILL AND INTANGIBLE ASSETS INCLUDING DIGITAL ASSETS

 Goodwill and Acquisition-Related Intangible Assets

 As of both December 31, 2024 and 2023, the Company's goodwill balance was $ 3,866 thousand. Goodwill resulted from the acquisition of ITSQuest and thus is included in the Company's TaaS segment. There were no impairment charges related to goodwill during the year ended December 31, 2024 and 2023. The Company's goodwill was not tax deductible for income tax purposes.

 Acquisition-related intangible assets consisted of the following at December 31, 2024 and 2023:

 Schedule of finite-lived intangible assets

 December 31, 2024

 Useful life

 Gross
 carrying
amount

 Accumulated
amortization

 Net
 carrying
amount

 Intangible assets with finite lives:

 Customer Relationships

 15 years

 $

 3,011,000

 $

 819,661

 $

 2,191,339

 Trade Names

 5 years

 770,000

 628,833

 141,167

 $

 3,781,000

 $

 1,448,494

 $

 2,332,506

 December 31, 2023

 Useful life

 Gross
 carrying
amount

 Accumulated
 amortization

 Net
 carrying
amount

 Intangible assets with finite lives:

 Customer Relationships

 15 years

 $

 3,011,000

 $

 618,926

 $

 2,392,074

 Trade Names

 5 years

 770,000

 474,835

 295,165

 $

 3,781,000

 $

 1,093,761

 $

 2,687,239

 Intangible assets were recorded at fair value consistent with the requirements of ASC 805 as a result of the acquisition of ITSQuest. Pursuant to ASC 820, the fair value measurement of the assets was based on significant inputs not observable in the market and represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparable data and companies.

 F- 25

 Amortization expense related to intangible assets was $ 355 thousand for the years ended December 31, 2024 and 2023. As of December 31, 2024, estimated future amortization was as follows:

 Schedule of amortization expense

 Schedule of amortization expense:

 Amortization

 2025

 $

 341,900

 2026

 200,733

 2027

 200,733

 2028

 200,733

 2029

 200,733

 Thereafter

 1,187,674

 Total

 $

 2,332,506

 During the fourth quarters of the years ended December 31, 2024 and 2023, the Company performed qualitative assessments of goodwill and intangible assets to determine if the carrying values of these assets exceeded their fair values noting there were no indicators of impairment for goodwill or intangible assets.

 Digital Assets

 The Company records the initial cost basis of digital assets at their original purchase price or the then-current quoted market prices (e.g., if received in an exchange rather than through purchase) and presents all digital asset holdings as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other, except USD Coin. The Company performs an analysis to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the quoted price of the digital asset. If the then current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined.

 The Company has revised its impairment loss assessment methodology for digital assets to record write-downs to the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset (i.e., on a daily basis rather than quarterly). This revision is consistent with the requirements of ASC 350-30-35-19, which indicates impairment exists whenever carrying value exceeds fair value. It also indicates that after an impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its new accounting basis. Management assessed the potential difference in impairment loss that would have resulted in prior periods if this daily impairment methodology had been applied retroactively, noting the amounts were immaterial.

 During the years ended December 31, 2024 and 2023, the Company received digital assets as consideration from investors for the purchases of unicoin rights, common stock and private placement unsecured notes issued by the Company. These digital assets included Bitcoin (BTC), Bitcoin Cash (BCH), Ethereum (ETH), Litecoin (LTC), Tether (USDT) and Wrapped Ethereum (WETH). Unicoin rights are more fully discussed in Note 7. The Company utilized $ 358 thousand and $ 385 thousand of its digital asset holdings for vendor payments during the years ended December 31, 2024 and 2023, respectively.

 During the years ended December 31, 2024 and 2023, the Company recorded $ 15 thousand and $ 1 thousand, respectively, of impairment losses on such digital assets. Impairment losses are included in operating expenses in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2024, there were no sales of digital assets thus no realized gains or losses were recorded.

 F- 26

 The table below summarizes the carrying values and activity for the Company's digital asset holdings as of and for the year ended December 31, 2024 and 2023:

 Schedule of digital assets

2024

2023

 Bitcoin (BTC)

 $

 78,399

 $

 Ethereum (ETH)

 7,254

 Wrapped Ethereum (WETH)

 -

 Total

 $

 85,653

 $

 1,254

 Schedule of digital assets activity

 Year Ended December 31, 2024

 Bitcoin

 Bitcoin Cash

 Ethereum

 Litecoin

 Tether

 [USD Coin]

 WETH

 Total

 Beginning balance

 $

 $

 -

 $

 $

 -

 $

 -

 $

 -

 $

 $

 1,254

 Received as consideration in sales of unicoin rights

 ( 4,094

)

 -

 18,680

 -

 1,965

 213,397

 -

 229,948

 Vendors payments

 ( 28,337

)

 -

 -

 -

 -

 ( 329,933

)

 -

 ( 358,270

)

 Received as consideration in sales of common stock

 -

 -

 -

 -

 -

 94,204

 -

 94,204

 Proceeds from disposal of digital assets

 103,445

 -

 -

 -

 -

 226,411

 -

 329,856

 Impairments

 ( 8,968

)

 -

 ( 6,208

)

 -

 -

 -

 -

 ( 15,176

)

 Write-off

 ( 1,051

)

 -

 ( 6,168

)

 -

 ( 1,965

)

 ( 158,906

)

 ( 292

)

 ( 168,382

)

 Fees and other

 17,399

 -

 ( 7

)

 -

 -

 ( 45,173

)

 -

 ( 27,781

)

 Ending balance

 $

 78,398

 $

 -

 $

 7,255

 $

 -

 $

 -

 $

 -

 $

 -

 $

 85,653

 Year
 Ended December 31, 2023

 Bitcoin

 Bitcoin
 Cash

 Ethereum

 Litecoin

 Tether

 [USD
 Coin]

 WETH

 Total

 Beginning
 balance

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 Received
 as consideration in sales of unicoin rights

 106,629

 1,200

 44,738

 8,172

 226,094

 -

 3,438

 390,271

 Vendors
 payments

 ( 104,375

)

 ( 1,200

)

 ( 43,055

)

 ( 8,127

)

 ( 225,660

)

 -

 ( 3,000

)

 ( 385,417

)

 Impairments

 ( 811

)

 -

 ( 478

)

 -

 -

 -

 ( 146

)

 ( 1,435

)

 Fees
 and other

 ( 1,439

)

 -

 ( 247

)

 ( 45

)

 ( 434

)

 -

 -

 ( 2,165

)

 Ending
 balance

 $

 $

 -

 $

 $

 -

 $

 -

 $

 -

 $

 $

 1,254

 The market value of the Company's digital assets, based on quoted prices on active exchanges, was approximately $ 86 thousand and $ 1 thousand as of December 31, 2024 and 2023, respectively.

 NOTE 6 – DEBT

 As of December 31, 2024 and 2023 the Company held short-term debt of $ 100 thousand and $ 309 thousand, respectively. The Company did no t hold any long-term debt as of December 31, 2024 or 2023. The Unsecured Notes bear interest at a rate of 20.0 % per annum, payable, at maturity, and mature one year from issuance unless the holder elects to extend the maturity for one additional year. Prepayment is not permitted.

 The Unsecured Notes generally rank pari-passu relative to other unsecured obligations. As of December 31, 2024, $ 100 thousand of Unsecured Notes were outstanding and all are due and payable during the year ended December 31, 2025 to the extent holders do not elect to extend one additional year.

 Interest expense on Unsecured Notes of $ 39 thousand and $ 133 thousand was incurred during the years ended December 31, 2024 and 2023, respectively, and was recorded as accrued expenses in the consolidated balance sheet. No significant third-party financing costs were incurred because the Company managed the issuance of the Unsecured Notes internally, without use of an underwriter or trustee. Based on their short duration, the fair value of the Unsecured Notes as of December 31, 2024 approximates their carrying amounts. Substantially all of the Unsecured Notes are due and payable during the year ended December 31, 2024 to the extent holders do not elect to extend one additional year.

 F- 27

 NOTE 7 – UNICOIN RIGHTS FINANCING OBLIGATION

 As of December 31, 2024 and through the filing
date of this Annual Report on Form 10-K, the Company has not issued any unicoins and there is no assurance as to whether, or at what amount,
or on what terms, unicoins will be available to be issued, if ever.

 The Company is offering rights to receive unicoins
upon tokenization ("unicoin rights" or "rights") with terms and conditions set forth in a confidential private
placement memorandum initially dated February 2022 and updated periodically thereafter ("the Offering"). The Offering is being
conducted pursuant to an exemption from U.S. securities registration requirements provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act") and Rule 506(c) thereunder. Each U.S. domiciled investor in unicoin rights must be
an "accredited investor," as defined in Rule 501 of the Securities Act.

 The Company accounts for unicoin rights by recording
a liability representing the amount that management believes the Company would be obligated to pay or refund (i.e., the amount holders
have a right to claim and would likely be awarded in settlement) for fair value exchanged as consideration for rights to receive unicoins
in the future and in the event the unicoin is never launched. The Company concluded that it has a legal or contractual obligation and
recorded an amount necessary to refund the amount originally paid by investors if holders' reasonable expectation to receive unicoins
is not achieved.

 To date, the Company has issued 5,104,207,173
unicoin rights (excluding those unicoin rights the Company has committed but not issued pursuant to the five-year deferred payment program
and the ten-year prepaid plan). There are currently 75,911 total holders of unicoin rights listed in the Company's registry (not
accounting for duplication for individuals who invested more than once), including the holders of free coins, and 5,907 purchasers worldwide.
Of these, 1,791 are US Citizen investors (30.32% of purchasers), and 4116 (4.46% of holders) are non-US citizens or were not verified
(69.68%). Note that non-accredited holders or those not verified are either non-US Persons who purchased pursuant to Regulation S, or
were given unicoin rights for free, and thus were not sold unicoin rights.

 As of December 31, 2024 and 2023, the
Company has issued rights to acquire 7.1
billion and 6.2
billion unicoins, respectively. As of December 31, 2024 and 2023 the outstanding financing obligation related to unicoin
rights was $109,911 109,910,781
thousand and $84,674 84,674,022 thousand, respectively. The obligation to settle this liability through the exchange of a fixed number of unicoins,
when and if all contingencies are resolved and unicoins are launched, represents an embedded feature that may result in additional
charges to the Company's consolidated statements of operations and comprehensive loss upon settlement. Although the
Company intends to do so, if it is unable to launch the unicoin, there can be no assurance that the Company can generate
sufficient funds through operations, or through financing transactions on terms acceptable to the Company in order to settle the
unicoin rights financing obligation. Due to the currently undetermined rights of unicoin holders, the significant nature of required
regulatory approvals and the likely registration required prior to unicoins achieving liquidity (all of which have aspects whose
success is outside of the Company's control), management initially concluded that the value of the embedded feature is de
minimis and will likely remain de minimis until the unicoin is probable of regulatory approval and launch. Accordingly, the embedded
feature was initially valued at $0 and is not expected to fluctuate until the unicoin is launched or probable of launch. The
expected fair value measurement of the embedded feature was based on significant inputs not observable in the market and represent
Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of
information, including estimated future cash flows.

 During the years ended December 31, 2024 and 2023, the Company paid operating expenses to employees and service providers by issuing unicoin rights with a fair value of $ 12,444 thousand and $ 14,218 thousand, respectively.

 F- 28

 The following table summarizes the components of the unicoin rights financing obligation recorded on the Company's consolidated balance sheet as of December 31, 2024 and 2023:

 Schedule of components of the Unicoin Rights financing obligation

 Outstanding Unicoin Rights and
Related Financing Obligation

 Nature / Category of Unicoin

2024

2023

 Right Holder

 Form of Consideration

 Units

 Units

 Sales to Investors

 Cash, Digital Assets and Treasury Stock

 1,850,019,968

 $

 43,551,938

 1,763,813,346

 $

 38,198,488

 Unicoin Inc. Shareholders

 Non-Cash Dividends

 727,725,875

 72,773

 727,594,375

 72,772

 Employee, Contractors, Directors

 Discretionary Compensation

 521,771,178

 52,177

 340,112,801

 34,012

 Service Providers, Influencers and Employees

 Services and Employee Labor

 273,733,579

 37,048,661

 243,287,273

 25,603,663

 Subtotal

 3,373,250,600

 $

 80,725,549

 3,074,807,795

 $

 63,908,935

 ITSQuest Contingent Divestiture Amendment

 Contract Amendment

 22,000,000

 $

 2,570,000

 20,000,000

 $

 1,780,000

 Five-Year Deferred Payment Plan

 Cash

 3,260,484,068

 *

 22,963,296

 3,101,478,719

 *

 17,047,143

 Ten-Year Prepaid Plan

 Cash

 8,337,046

 *

 2,206,998

 8,175,047

 *

 1,937,944

 Asset Swap and related commission

 Land

 464,896,751

 1,444,938

 Total

 7,128,968,465

 $

 109,910,781

 6,204,461,561

 $

 84,674,022

 *

 Unicoin rights certificates for Units under the Five-Year Deferred Payment Plan and the Ten-Year Prepaid Plan will not be issued until the purchase transaction is completed under the terms discussed in the explanatory sections below for "Five-Year Deferred Payment Plan" and "Ten-Year Prepaid Plan".

 Sales to Investors

 As of December 31, 2024 and 2023, the
unicoin rights financing obligation associated with sales to Investors amounted to $ 43,552
thousand and $ 38,198
thousand, respectively. The cumulative amounts were received from completed cash and non-cash sales of unicoin rights in the
Company's various financing rounds at prices ranging from $ 0.01
to $ 0.75.
Although there are no stated legal rights requiring the Company to return amounts received from investors, management believes the
holders of unicoin rights have a reasonable right to either 1) receive the number of unicoins specified in their unicoin rights
agreement upon the future launch of the unicoin or 2) a refund of the amount invested in anticipation of the future and launch of
unicoins. Therefore, all amounts received from sales to Investors have been recorded as a unicoin rights financing obligation.

 Dividend Issued to Shareholders

 The Company declared and issued a non-cash dividend of unicoin rights, on a pro-rata basis, to all shareholders of record as of the dividend declaration date of February 10, 2022. This non-cash dividend was the initial issuance of unicoin rights, prior to finalizing any plan to market and sell rights in connection with any of the Company's financing rounds, and at the time of the pro-rata distribution, management and the Board had not yet ascribed a value to such rights. As a result, the Company has ascribed a de minimis value to all unicoin rights issued to shareholders on February 10, 2022. As of December 31, 2024 and 2023, the unicoin rights financing obligation associated non-cash dividend of unicoin rights amounted to $ 73 thousand, respectively.

 F- 29

 Discretionary Payments to Employees, Contractors and Directors

 The Company has issued unicoin rights to certain employees, Board members and external contractors/consultants as discretionary awards. These unicoin rights were issued on a discretionary basis and do not indicate that employees, Board members or contractors/consultants are being rewarded with a specific value attributable to past or future services rendered by such individuals. The unicoin rights were also not issued as a replacement for, or in lieu of, cash or equity awards due under any type of pre-determined bonus or other incentive plan that quantifies a value that the holders are entitled to as a result of their services or performance. The Company believes that, because of the nature of these discretionary awards (i.e., nothing of specific value was exchanged to the Company in return), together with the legal disclaimer of any obligation to launch the unicoin within the terms of the unicoin rights agreement, on a per unicoin right basis, the amount that holders would be entitled to if the unicoin is not ultimately launched is de minimis in relation to the actual fair value per unicoin right. As of December 31, 2024 and 2023, the unicoin rights financing obligation associated with discretionary payments to employees, contractors and directors amounted to $ 52 thousand and $ 34 thousand, respectively.

 Issued to Service Providers, Influencers and Employees

 The Company has issued unicoin rights in exchange
for services from advertising agencies, marketing firms and other vendors. Also, the Company has issued unicoin rights as part of the
compensation package negotiated with certain employees. The related contracts for these third-party providers and employees specify the
value provided, as negotiated by these parties, and the number of unicoin rights accepted as compensation for the dollar value of those
services.

 Similar to investors, service providers exchanged
a specified, negotiated value relating to services provided to the Company in exchange for unicoin rights and have the right to receive
either 1) the negotiated number of unicoins upon launch, or 2) payment of cash equivalent to the value of services provided. In addition,
from time to time the Company engages Influencers to promote unicoins and/or the Unicorn Hunters show in exchange for unicoin rights.
The form of Influencer engagement may include promoting Unicoin in a social media post, making brief reference in a speech, posting about
Unicoin on a website or any other media form.

 These contracts do not specify the value of
services rendered by the Influencer nor the specific format of engagement required. Because an "engagement" can
represent something as simple as brief mention in a speaking engagement, or posting on a social media account, etc. management
determined there is very little effort involved by the Influencer in order to perform services in a manner consistent with the
contractual terms. As of December 31, 2024 and 2023, the unicoin rights financing obligation associated with unicoin rights
issued to service providers, influencers and employees amounted to $ 37,049
thousand and $ 25,604
thousand, respectively.

 Five-Year Deferred Payment Plan

 In August 2022 the Company began offering
a five-year deferred payment plan (the "deferred payment plan") to investors in its ongoing unicoin rights offering. The deferred
payment plan permits investors to purchase unicoin rights immediately and pay for such unicoin rights in five equal annual installments,
with the first installment due one year after the date of purchase. Purchases through the deferred payment plan requires that investors
provide collateral to the Company having a value of at least 20% of the total purchase price of the purchased unicoin rights. Collateral
can be in the form of Company common stock owned by the investor, unicoin rights already owned by the investor, cash, digital assets or
other assets with a demonstrable value, at the Company's discretion, if such assets can be transferred to the Company or a valid
lien on such assets can be secured. Pursuant to the terms of the installment payment plan, both the pledged collateral and the unicoin
rights being purchased under the installment plan will be forfeited to the Company if the investor fails to make any of the five annual
installment payments.

 F- 30

 The following table summarizes the pledged collateral pursuant to the deferred payment plan as of December 31, 2024 and 2023:

 Schedule of pledged collateral

 Estimated Fair Value of
Collateral Submitted

 Form of Collateral Received

 2024

 2023

 Cash

 $

 716,406

 $

 870,715

 Digital Assets

 97,996

 127,840

 Non-Unicoin Inc. Stock

 1,769,980

 1,771,180

 Unicoin Inc. Shares of Common Stock

 3,410,556

 4,457,432

 Unicoin rights

 30,970,832

 17,135,029

 Real Estate

 15,586,914

 13,129,514

 Total

 $

 52,552,684

 $

 37,491,710

 The fair value of the collateral received by Company is determined as follows:

 Cash – Based on the value of cash received.

 Digital Assets – Fair value is determined based on quoted prices on the active exchanges as of the balance sheet date for the reporting period.

 Non-Unicoin Inc. Stock – Fair value is determined based on quoted prices on the active exchanges as of the balance sheet date for the reporting period.

 Unicoin Inc. Common Stock – Based on fair value of common stock, as of the balance sheet date for the reporting period, determined with the assistance of a third-party valuation firm.

 Unicoin rights – Based on fair value of unicoin rights, as of the balance sheet date for the reporting period, determined with the assistance of a third-party valuation firm.

 Real Estate – Based on third-party appraisal as of or near the balance sheet date for the reporting period.

 Ten-Year Prepaid Plan

 In November 2022 the Company began offering
a ten-year prepaid plan (the "prepaid plan") to investors in its ongoing unicoin rights offering. Under the prepaid plan,
the investor remits a cash or digital asset deposit (the "principal") for a period of up to ten years. After the first year
(the "maturity date"), the investor can either withdraw the principal or apply it towards the purchase of unicoins at 20 cents
per unit. Amounts recorded within the unicoin rights financing obligation were as follows:

 Schedule of unicoin right financing obligation

2024

2023

 Cash Receipts

 $

 1,897,000

 $

 1,788,208

 Accrued Interest

 309,998

 148,936

 Unicoin rights financing
 obligation, Ten-Year Prepaid Plan

 $

 2,206,998

 $

 1,937,144

 F- 31

 After five years following the deposit (the
"interest vesting date"), a portion of these proceeds are entitled to earn cumulative (i.e., non-compounded) interest of
50%, which can either be withdrawn or applied to the purchase of Unicoins. The remaining proceeds did not include a contractual
interest rate. Proceeds subject to contractual interest are as follows:

 Schedule
 of proceeds subject to contractual interest

2024

2023

 Proceeds subject to interest

 $

 1,629,500

 $

 1,649,708

 Exempt from contractual
 interest

 267,500

 138,500

 Total

 $

 1,897,000

 $

 1,788,208

 Accrued interest under the prepaid plan has been
calculated using the straight-line method, which approximates the effective interest method. The financing obligation did not include
present value adjustments to account for lower than market interest rate, in relation to those transactions with no contractual interest,
as such adjustments would have been immaterial.

 ITSQuest Contingent Divestiture Amendment

 Effective on December 31, 2024, the Company and the sellers of ITSQuest amended the SEA (the "Amended SEA") to delay the date of the trigger event to December 31, 2025 (i.e., by an additional twelve months). The trigger event provides that the Company would divest itself of the acquired ITSQuest equity by returning the same to the founders of ITSQuest, and such founders shall be entitled to retain the shares of the Company received pursuant to the original and amended SEA upon any of the following two scenarios:

 -

 if the Company does not engage in a public offering
 of its securities at a price of at least $10.00 per share by December 31, 2025; or,

 -

 if the Company's proposed tokens are not tokenized and
 listed on an available Alternative Trading System ("ATS") or cryptocurrency exchange (whichever is applicable), with
 a quoted price of at least $1.00 per token by December 31, 2025.

 As consideration for this extension, the sellers of ITSQuest received 2 million unicoin rights. Because the measurement period for the ITSQuest acquisition ended, at the latest, on November 30, 2021, the impact of the Amended SEA was not considered as an adjustment to the original purchase price allocation. The Company recorded a unicoin rights financing obligation of $790 thousand associated with the amendment or settlement of the terms of the original contingent divestiture provision. This amount represents the fair value of the 2 million unicoin rights issued to the sellers of ITSQuest and is reflected as cost of contract amendment as operating expense in the Company's consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

 Asset Swap Agreement and Related Commission

 The Company records assets on the consolidated
balance sheets for the fair value (as determined by a third-party specialist) of land and mining rights received in exchange of unicoin
rights. The Company recorded investments in land and mining rights assets, and the respective unicoin rights financing obligation from
asset swap agreements as of December 31, 2024, as follows:

 Schedule of Unicoin Rights Financing Obligation from asset swap agreements

 Investment in

Land/Unicoin

Right Financing

Obligation

 Eco Club, Venezuela

 $

 623,749

 Vacant Land, California City

 5,500

 7R-Ranch, Texas

 54,730

 Investments in land

 683,979

 Mining rights asset

 580,000

 Commissions for asset swap agreements paid with unicoin rights

 180,959

 Unicoin rights financing
 obligation from asset swap agreements

 $

 1,444,938

 F- 32

 The following items include descriptions of the
assets included in the table above:

 -
 Eco Club, Venezuela - On October 9, 2023, the Company entered into an asset swap agreement with Cesar
Armando S nchez Roberto, a resident of Venezuela, wherein the Company agreed to provide a total of 1,746,497 unicoin rights in exchange
for real estate assets consisting of 175,265 square meters of land, located in Fundo el Chuponal del Sector la Entrada, Municipio Naguanagua
Edo Carabobo, Venezuela. In March 2024, the Company completed its due diligence, released 1,746,497 unicoin rights and received the title
for the real estate assets.

 -
 Vacant Land, California City - On February 9, 2024, the Company entered into an asset swap agreement with
Vessa Jenine Rinehart-Phillips, a U.S. Citizen, wherein the Company agreed to provide a total of 747,600 unicoin rights in exchange for
real estate assets consisting of vacant land city of California City.

 -
 Mining rights, Argentina - On August 7, 2023, Unicoin entered into an asset swap agreement with Electroquimica
del Neuquen S.A., an Argentine corporation (the "Argentina Seller"), pursuant to which the Argentina seller acquired rights
to obtain 420,000,000 unicoin rights from the Company in exchange for the disposition of certain real estate assets described in the asset swap agreement (the "Argentina Real Estate Assets") of the Argentina seller to the Company (the "Argentina Transaction").

 On December 20, 2023, a deed of assignment
(the "Deed") of rights to explore for copper deposits in the Argentina Real Estate Assets was signed by the Argentina Seller
and the Company. According to Argentine law, the Deed is required to be filed with and approved by the State Government, Mining Registry
(Provice of Neuquen), for the transfer to be effective. Pursuant to the terms of the Deed, the Argentina Seller was required to register
the transfer of ownership of the Argentina Real Estate Assets to the Company with the local mining registry within 10 business days of
the execution of the Deed, and as of February 23, 2024, did not do so. On July 23, 2024, the Company formally registered with the Province
of Neuquen the transfer of the exploration rights to the Company. Therefore, the Company deems this transaction as executed on July 23,
2024. Because of the contingencies regarding the registration and the fact that management had not become the owner of record until July
23, 2024, management had not previously recorded this transaction on the Company's consolidated balance sheet.

 -
 7R-Ranch - Texas - In 2024, Unicoin entered into an asset swap agreement with Randal P. Shaffer, a citizen from United States, pursuant to which the Randal Investor
acquired rights to obtain 153,244 unicoin rights from the Company in exchange for the disposition of certain real estate assets described
in the asset swap agreement of the Randal Investor to the Company.

 F- 33

 Unicoin Rights Issued to Related Parties

 The unicoin rights issuances discussed above include a total of 1,191 million unicoin rights, and the respective unicoin rights financing obligation of $4,337 thousand, which represent the cumulative amounts issued to related parties during the year ended December 31, 2024 and 2023. The composition of these is summarized in the following table:

 Schedule of unicoin rights issued to related parties

 Outstanding Unicoin Rights and
Related Financing Obligation

 2024

 2023

 Nature / Category

 Relationship

 Units

 Units

 Sales to Investors

 Officers and Directors

 51,006,000

 $

 16,200

 3,000,000

 $

 30,000

 Unicoin Inc. Shareholders (Dividends)

 Officers and Directors

 548,526,464

 54,852

 542,425,284

 54,242

 Discretionary Awards

 Officers, Directors & their Families

 126,339,548

 14,314

 89,329,000

 8,933

 Consideration for Services

 Officers, Directors & their Families

 13,523,333

 1,681,697

 70,895,600

 12,723,470

 ITSQuest Contingent Divestiture Amendment

 Former Owners of ITSQuest

 22,000,000

 2,570,000

 20,000,000

 1,780,000

 Five-Year Deferred Payment Plan

 Officers, Directors & their Families

 429,333,400

 -

 251,666,500

 17,500

 Total

 1,190,728,745

 $

 4,337,063

 977,316,384

 $

 14,614,145

 Other Matters

 As of December 31, 2024 and 2023, the
Company had $ 35
thousand and $ 249
thousand, respectively, of cash deposits pursuant to completion of the due diligence process required before issuance of unicoin
right certificates. This amount is included in other current liabilities on the consolidated balance sheet and in proceeds from
sales of unicoin rights on the consolidated statements of cash flows.

 Transaction Loss on Repurchase of Unicoin Rights

 During the years ended December 31, 2024 and
2023, the Company recorded a transaction loss on repurchase of unicoin rights amounting to $ 6,941
thousand (of which $6,695 thousand were non-cash) and $ 13,966
thousand, respectively.

 -

 During the years ended December 31, 2024 and 2023, the transaction loss included $6,842 thousand and $13,966 thousand, respectively, due to investors under the five-year deferred payment plan that paid installments using previously acquired unicoin rights as consideration. This component of the transaction loss results from differences between the fair value of the unicoin rights as of the time of installment under the five-year deferred payment plan compared to the initial acquisition cost of such unicoin rights.

 -

 During the years ended December 31, 2024 and 2023, the transaction loss included $99 thousand and $0 thousand, respectively, from repurchased unicoin rights from investors. This component of the transaction loss represented the excess of cash proceeds over the unicoin rights financing obligation that was previously recorded when the investor initially acquired the unicoin rights.

 F- 34

 NOTE 8 – COMMON STOCK

 The Company is authorized to issue 1,000,000,000 shares of common stock with 781,065,752 and 773,232,422 shares of common stock issued and 739,614,045 and 732,320,282 outstanding, net of treasury stock, as of December 31, 2024 and 2023, respectively. Stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. Stockholders have no conversion, pre-emptive, or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.

 Issuance of Common Stock

 During the year ended December 31, 2024,
the Company raised $ 3,651
(of which $3,557 was raised in cash) thousand via a series of funding rounds as follows:

 Schedule of issuance of common stock

 Common Stock Issuances by Round

 Weighted Average
 Price per Share

 Proceeds

 Round 6

 5,273,029

 $

 0.40

 $

 2,109,212

 Round 7

 1,541,965

 1.00

 1,541,965

 Total stock issued

 6,814,994

 $

 3,651,177

 During the year ended December 31, 2023,
the Company raised $ 42
thousand in cash via a series of funding rounds as follows:

 Common Stock Issuances by Round

 Weighted Average
Price per Share

 Proceeds

 Round 4a & 4b

 8,000

 $

 2.06

 $

 16,500

 Round 5*

 6,979

 3.58

 25,000

 Total stock issued

 14,979

 $

 41,500

 *

 In the year ended December 31, 2023, the Company issued 34 shares as part of Round 5 to correct a previously issued stock certificate. No additional proceeds were collected as part of the correction.

 All shares were issued from the Company's pool of authorized common stock, which rights and privileges are discussed above and were the same for all shares issued to date. Each funding round was available for a defined period with a specified price per share and did not overlap with other funding rounds. Investors that subscribed during a specific round, locked the pricing offered for that round and Company had a limited time to close on the issuance of shares. Once a funding round was fully subscribed to and committed, management evaluated capital needs and determined the price for the following round.

 Repurchases of Common Stock

 During the year ended December 31, 2024 and 2023, the Company repurchased 539,567 common stock shares and 1,401,493 common stock shares in exchange for consideration of $ 194 thousand and $ 491 thousand, respectively, which were recorded as treasury stock.

 Treasury stock is recorded on the consolidated balance sheets at cost and is reflected as an increase to stockholders' deficit.

 F- 35

 NOTE 9 – STOCK-BASED COMPENSATION

 The following table summarizes the source and classification of the
Company's stock-based compensation expense:

 Schedule of stock-based compensation expense

 Source of Stock-Based Compensation Expense

 Classification in the Consolidated

Statements of Operations

 2024

 2023

 Unicorns common stock awards

 Cost of revenues

 $

 100,000

 $

 -

 Restricted stock units

 General and administrative

 53,483

 Stock-options

 Not applicable

 -

 -

 Total Stock-based compensation

 $

 $

 Unicorns Common Stock Awards

 On March 14, 2021, Unicorns, a majority-owned subsidiary of the Company, granted Unicorns Common Stock Awards to the executive producers of the Unicorn Hunters TV show. These awards have a grant-date fair value equal to the fair market value of the underlying Unicorns stock on the grant date less present value of expected dividends. During the year ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense within the Cost of Revenues line item of $ 100 thousand and $ 0, respectively, in relation to the vesting of five million Unicorns Common Stock Awards. As of December 31, 2024, five million Unicorns Common Stock Awards remain outstanding and not vested. The total grant-date fair value of the outstanding Unicorns Common Stock Awards amount to $ 100 thousand, for which no stock-based compensation expense has been recorded as the Company has assessed that is not probable the performance condition is going to be achieved.

 Restricted Stock Units Classified as Equity

 The following table summarizes information about RSUs as of and for the years ended December 31, 2024 and 2023:

 Schedule of liability and restricted stock units

 Equity
 Classified

Grant Date
Fair Value

 Beginning balance - January 1, 2023

 369,571

 $

 0.73

 Vested

 ( 279,028

)

 Forfeited

 ( 5,681

)

 Ending balance - December 31, 2023

 84,862

 $

 0.73

 Beginning balance - January 1, 2024

 84,862

 Vested

 ( 78,336

)

 Forfeited

 -

 Ending balance - December 31, 2024

 6,526

 $

 0.73

 The Company recorded $ 53 thousand and $ 128 thousand of stock-based compensation expense relating to equity classified RSU's during the years ended December 31, 2024 and 2023, respectively.

 F- 36

 Stock Options

 The following is a summary of stock option activity and related information for the years ended December 31, 2024 and 2023:

 Schedule of stock option activity

 Number of

 Exercise Price

Grant Date
Fair Value

Remaining
Contractual
Term (Years)

 Aggregate
Intrinsic Value

 Beginning balance January 1, 2023

 $

 0.031

 6.61

 $

 20,271,659

 Granted

 -

 -

 Exercised

 -

 -

 -

 Ending balance December 31, 2023

 $

 0.031

 5.61

 $

 18,619,327

 Vested and exercisable as of December 31, 2023

 $

 0.031

 5.61

 $

 18,619,327

 Beginning balance January 1, 2024

 $

 0.031

 5.61

 $

 18,619,327

 Granted

 -

 -

 Exercised

 ( 430,000

)

 -

 Adjustments

 5,000

 -

 Ending balance December 31, 2024

 55,110,881

 $

 0.031

 4.61

 $

 14,639,230

 Vested and exercisable as of December 31, 2024

 55,110,881

 $

 0.031

 4.61

 $

 14,639,230

 As of December 31, 2024 and 2023, there was no
unrecognized stock-based compensation for stock options because all outstanding shares were fully vested. For the years ended
December 31, 2024, and 2023, there was no
stock-based compensation for stock options.

 NOTE 10 – WARRANTS

 In connection with the execution of multiple Private Placement Memoranda during the years ended December 31, 2018 and 2017, the Company granted sales commission warrants to purchase shares of the Company's common stock at exercise prices ranging from $ 0.001 to $ 1.00 per share with a term of 10 years from the closing date of each offer. These were considered to be share issuance costs and were recognized in Additional Paid in Capital.

 Common stock purchase warrants issued and currently outstanding are recorded at their initial fair value and reported in stockholders' equity (deficit) as increases to additional paid-in capital. These warrants were reported as equity, rather than liabilities, since (i) the warrants may not be net-cash settled, (ii) the warrant contractually limits the number of shares to be delivered in a net-share settlement, and (iii) the Company has sufficient unissued common stock shares available to settle outstanding warrants. Subsequent changes in fair value from the warrants' initial fair value are not recognized as long as the warrants continue to be classified as equity. As of December 31, 2024 and 2023 all warrants were classified as equity with a weighted average grant date fair value of $0.01.

 The following table summarizes information about
the warrants as of and for the years ended December 31, 2024 and 2023:

 Schedule of common stock warrants

 Equity

Classified

Grant Date

Fair Value

 Beginning balance - January 1, 2023

 10,310,000

 $

 0.01

 Granted

 -

 Exercises

 -

 Forfeited

 -

 Ending balance - December 31, 2023

 10,310,000

 $

 0.01

 Beginning balance - January 1, 2024

 10,310,000

 Granted

 -

 Exercises

 ( 510,000
)

 $

 0.01

 Forfeited

 -

 Ending balance - December 31, 2023

 9,800,000

 $

 0.01

 F- 37

 NOTE 11 – LEASES

 As discussed in Note 2, the Company adopted ASC 842 effective January 1, 2022 and applied a modified retrospective transition approach. The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2028. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. ROU assets also include adjustments related to prepaid or deferred lease payments. As the Company's leases do not provide an implicit rate, it uses the incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Options to extend a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. As of December 31, 2024, the remaining lease term of the Company's operating leases ranges from less than one year to five years.

 The components of operating lease expense are as follows:

 Schedule of operating lease expense

 Year Ended

 2024

 2023

 Operating lease expense

 $

 194,188

 $

 161,268

 Short-term lease expense

 214,246

 166,034

 Total operating lease expense

 $

 408,434

 $

 327,302

 As discussed in Note 2, the Company elected to exclude leases with a term of 12 months or less from its consolidated balance sheets. For the year ended December 31, 2024, the Company recorded operating lease expense of $214 thousand for those short-term leases.

 Supplemental balance sheet information related to operating leases was as follow:

 Supplemental balance sheet information related to operating leases

 As of

 2024

 2023

 Operating leases

 Assets:

 Operating lease right-of-use assets

 $

 177,685

 $

 313,656

 Liabilities:

 Current portion of operating lease liabilities

 $

 121,335

 $

 159,679

 Operating lease liabilities, noncurrent

 61,098

 160,470

 Total operating lease liabilities

 $

 182,433

 $

 320,149

 Other information:

 Weighted-average remaining lease term (in years)

 1.8

 1.8

 Weighted-average discount rate %

 10.00

 %

 10.00

 %

 As of December 31, 2024, maturities of operating lease liabilities were as follows:

 Schedule of maturities of operating lease liabilities

 2025

 $

 133,475

 2026

 43,655

 2027

 12,578

 2028

 10,915

 Future operating lease payments

 200,623

 Imputed interest

 ( 18,190

)

 Total operating lease liabilities

 $

 182,433

 The Company did not have any finance leases during the years ended December 31, 2024 or 2023.

 F- 38

 NOTE 12 – COMMITMENTS AND CONTINGENCIES

 From time to time, the Company may be subject to
legal proceedings and claims in the ordinary course of business. The Company is currently not aware of any legal proceedings or
claims that will have, individually or in the aggregate, a material adverse effect on its consolidated financial statements.

 The Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

 As more fully discussed in Note 7, the acquisition of ITSQuest included a contingent divestiture clause where if certain trigger events are not achieved by December 31, 2025, ITSQuest would divest back to its founders. If the Company is not able to achieve such trigger events, the Company's business, financial condition, results of operations and liquidity will be materially impacted as ITSQuest represented Company assets of $10,213 thousand, revenues of $17,928 thousand, and generated gross margins of $3,598 thousand as of and for the year ended December 31, 2024, respectively.

 Asset Swap A greements

 As
of December 31, 2024, the Company has signed certain asset swap agreements where consideration consisted of unicoins. Because
the unicoin has not been launched yet, management can't yet ascertain control over the assets included in such asset swap
agreements. Accordingly, management has not recorded these transactions in the consolidated balance sheet. The following represents
summaries of each transaction:

 -

 In
 February 2024, the Company acquired vacant farmland in Puerto Carre o Guacamayas, Colombia, having an appraised value of
 approximately $1,300,000. Final transfer of title for such land is contingent upon tokenization and release of unicoins to the
 seller within twelve months of the closing date, and therefore if such condition is not met, the transaction may be terminated. The
 agreement includes a project failure clause in which if the unicoin is not tokenized, the agreement would be deemed as terminated.
 Upon the agreement termination, the asset and the unicoin rights would go back to the seller and purchaser, respectively.
 Accordingly, management has not met control criteria for recognition of this transaction in the consolidated balance
 sheet.

 -

 On July 29, 2024, the Company entered into an asset swap agreement (as amended) with Grupo Spira S.A.S., a company organized under the
laws of Colombia, pursuant to which the seller agreed to transfer 100% ownership of certain real estate assets to the Company in exchange
for rights to receive 4,340,000 unicoin tokens. Pursuant to the terms of the asset swap agreement, the seller is required to transfer
the asset by deed. While due diligence has been completed, the transfer of title has not yet occurred. Accordingly, management has determined
that the criteria for recognition of this transaction on the consolidated balance sheet has not been met.

 -

 On June 26, 2024, the Company entered into an asset swap agreement (as amended) with Victor Raul Montenegro Criado, an individual citizen of Peru, and Villa Paradiso S.A.C., a company organized under the laws of Peru, pursuant to which the sellers agreed to transfer 100% of the ownership interest in Buona Vista – Casas Club & Resort S.A.C., a Peruvian entity that owns certain real estate assets, to the Company, in exchange for rights to receive 61,795,216 unicoin tokens. Pursuant to the terms of the asset swap agreement (as amended), consideration is payable in three tranches based on the achievement of specified construction milestones related to the real estate assets. The ICO was originally scheduled for September 30, 2024, and was subsequently extended to March 30, 2025. The parties are currently negotiating a second amendment intended to revive and amend the original agreement, and extend the ICO deadline. As of the date of this report, the transaction has not yet closed; title to the assets has not transferred, and no unicoin rights have been issued in connection with the transaction. Accordingly, management has determined that the criteria for recognition of this transaction on the consolidated balance sheet has not been met.

 F- 39

 -

 On January 24, 2024, the Company executed two asset swap agreements (as amended) to acquire the beneficial interest in two entities that each own specified parcels of land in the Bahamas—namely, Long Island Investments Ltd. and Newport Harbour Ltd., both Bahamian entities—in exchange for unicoin rights, for a combined total of 1,108,863,283 unicoins. The agreements allow the Company to convert its beneficial interest in the two entities into full legal ownership. Each agreement includes a rescission clause under which, if the unicoin was not tokenized within six months, the agreements would terminate, and the assets and unicoin rights will revert to the seller and purchaser, respectively. On September 27, 2024, the parties executed an amendment reviving the agreements by extending the ICO deadlines to December 31, 2024, and modifying the rescission provisions accordingly. The parties are currently negotiating a subsequent amendment intended to revive the agreements and to again extend the ICO deadlines. Due to the existence of the rescission provision in the agreements, and because the Company is still in the process of converting beneficial ownership into full legal ownership, management has concluded that the control criteria for recognition of this transaction in the consolidated balance sheet has not been met.

 -

 On February 16, 2024, the Company entered
into an asset swap agreement with Dan Iacovelli, a Canadian citizen domiciled in Canada, pursuant to which the Company agreed to acquire
all the shares of ICO DE ESPARZA NOVENTA Y SIETE S.A. and ICO NOVENTA Y UNO S.A., the two entities owning certain real estate assets,
in exchange for 64,210,342 unicoins. The agreement included a provision under which failure to tokenize the unicoin by the ICO deadline
would result in automatic termination. The ICO was originally scheduled for September 30, 2024, and the agreement terminated in accordance
with its terms following the failure to meet that deadline. The parties are currently negotiating a new amendment intended to revive
and amend the terms of the original transaction, and extend the ICO deadline. As of the date of this report, the transaction has not
closed, title to the assets has not transferred, and no unicoin rights have been issued. Accordingly, management has not met the control
criteria for recognition of this transaction in the consolidated balance sheet.

 -

 On November
7, 2023, the Company entered into an asset swap agreement with Green Valley MDM S.A. a company organized under the laws of Panama,
pursuant to which the seller agreed to transfer 100% of the ownership interest in Unicoin Panama S.A. a Panama entity that owns certain
real estate assets, to the Company, in exchange for rights to receive 14,784,000 unicoin tokens. Pursuant to the terms of the asset swap
agreement, all corporate documents that constitute the sale where deposited in escrow until consideration is paid/transferred to the
wallet. As of the date of this report, although the agreement remains in effect, the escrow agreement by which escrow agents held the
corporate documents in custody, is overdue. Therefore, although escrow agent has not notified Company about having returned all
corporate documents to seller, management has determined that the criteria for recognition of this transaction on the consolidated balance
sheet has not been met.

 -

 On November 1, 2023, the Company entered into an asset swap agreement with Shine Investement Corp. a company organized under the laws of Panama, pursuant to which the seller agreed to transfer 100% of the ownership interest in Inversiones Inmobiliarias Petroin CA, a Venezuelan entity that owns certain real estate assets, to the Company, in exchange for rights to receive 11,496,800 unicoin rights. Pursuant to the terms of the asset swap agreement, all corporate documents that constitute the sale are deposited in escrow until consideration is paid/transferred to the wallet. As of the date of this report, although the agreement remains in effect, the escrow agreement by which escrow agents held the corporate documents in custody, is overdue. Therefore, the escrow agent notified Company that all corporate documents where returned to the seller. Accordingly, management has determined that the criteria for recognition of this transaction in the consolidated balance sheet has not been met.

 -

 On October 23, 2023, the Company entered into an asset swap agreement (as amended) with Bart M Gould & Rozalyn S Gould, husband and wife, residents of United States of America, pursuant to which the Company agreed to acquire certain real estate assets in exchange for 11,564,000 unicoins. The Agreement requires that when the unicoins are issued to the sellers and become tradable on a token trading platform or exchange, the deed shall be released to Company. As of the date of this report, the transaction has not closed, title has not transferred, and no unicoin rights have been issued in connection therewith. Accordingly, management has not met the control criteria for recognition of this transaction in the consolidated balance sheet.

 -

 In relation to an asset swap agreement the Company
 entered on July 27, 2023 with Eugenio de la Torre, a U.S. resident, wherein the Company agreed to provide a total of 36,400,000
 unicoin rights in exchange for real estate assets consisting of an agricultural farm called La Esperanza in Cumaribo, Vichada,
 Colombia. The agreement includes a project failure clause in which if the unicoin is not tokenized, the agreement would be deemed as
 terminated. Upon the agreement termination, the asset and the unicoin rights would go back to the seller and purchaser,
 respectively. Accordingly, management has not met control criteria for recognition of this transaction in the consolidated balance
 sheet.

 F- 40

 NOTE 13 – RELATED PARTY TRANSACTIONS

 Loan from Chief Executive Officer

 During the year ended December 31, 2024, the Company paid in full a $ 51 thousand loan payable to Alex Konanykhin, CEO and Chairman of the Board of Directors. The $ 51 thousand loan payable was outstanding as of December 31, 2023.

 During the year ended December 31, 2023, the Company
paid the full amount of its loan payable of $ 645
 thousand to Alex Konanykhin, CEO.

 Unicoin Rights Issued to Related Parties

 As discussed in Note 7, a total of 1,191 million unicoin rights valued at $ 4,337 thousand and 977 million unicoin rights valued at $ 14,614 thousand were issued to related parties during the year ended December 31, 2024 and 2023, respectively.

 As a result of the extended deadline provided in the Amended SEA, the Company cannot yet assess the likelihood or probability of achieving either of the two trigger events necessary to avoid divestiture of ITSQuest. However, if the Company is not able to achieve an initial offering of its Common Stock or an initial registration of its unicoins, sufficient to meet the criteria outlined in the Amended SEA on or before December 31, 2024, the Company's business, financial condition, results of operations and liquidity will be materially impacted as ITSQuest represented Company assets of $ 10,213 thousand, revenues of $ 17,928 thousand, and generated gross margins of $ 3,598 thousand, respectively, as of and for the year ended December 31, 2024, respectively.

 NOTE 14 – INCOME TAXES

 The components of income tax provision are as follows:

 Schedule of components of income tax provision

 2024

 2023

 Current:

 U.S. federal

 $

 242,448

 $

 185,226

 U.S. state

 43,736

 40,360

 Total current expense

 286,184

 225,586

 Deferred:

 U.S. federal

 ( 29,782

)

 ( 790,546

)

 U.S. state

 ( 26,115

)

 ( 16,285

)

 Total deferred expense

 ( 55,897

)

 ( 806,831

)

 Total income taxes

 $

 230,287

 $

 ( 581,245

)

 F- 41

 The tax effects of temporary differences and tax loss carry forwards that give rise to significant portions of deferred tax assets and liabilities as of December 31, 2024 and 2023 are comprised of the following:

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred income tax assets:

 Net operating loss carry-forwards

 $

 24,389,883

 $

 21,916,489

 Accrued expenses

 9,165,818

 5,685,725

 Impairment of digital assets

 570,413

 152,766

 Disallowed loss on digital assets

 310,666

 262,508

 Outside basis difference on ITSQuest investment - contingent consideration

 -

 -

 Operating lease liabilities

 45,042

 79,421

 State Taxes

 696,956

 724,278

 Charitable Contributions

 1,209

 1,209

 Section 174 Costs

 20,635

 3,841

 Unicoin right transaction gain or loss

 5,042,690

 3,376,120

 Stock Based Compensation

 2,235,294

 2,253,547

 Total deferred income tax assets

 42,478,606

 34,455,904

 Deferred income tax liability:

 Intangible assets

 ( 577,550

)

 ( 670,336

)

 Outside basis difference on ITSQuest investment - acquisition equity

 ( 458,260

)

 ( 459,292

)

 Unicorn Hunters unexercised stock options and warrants

 ( 1,810,200

)

 ( 1,810,200

)

 ITSQuest tax accounting method

 ( 398,713

)

 ( 398,142

)

 Operating lease right-of-use assets

 ( 43,873

)

 ( 77,820

)

 Other

 ( 5,585

)

 ( 7,600

)

 Total deferred income tax liability

 ( 3,294,181

)

 ( 3,423,390

)

 Net deferred tax assets

 39,184,425

 31,032,514

 Valuation allowance

 ( 39,463,042

)

 ( 31,367,136

)

 Net deferred income tax liability

 $

 ( 278,617

)

 $

 ( 334,622

)

 The Company has recorded a full valuation allowance against its otherwise recognizable deferred income tax assets as of December 31, 2024 and 2023 with the exception of deferred taxes related to ITSQuest, a majority owned company. The Company has determined, after evaluating all positive and negative historical and prospective evidence, that it is more likely than not that the net deferred tax assets will not be realized. During the year ended December 31, 2024, and 2023, there was an increase of $ 8,096 thousand and $ 9,299 thousand to the valuation allowance, respectively. The Company's valuation allowance is $ 39,463 thousand and $ 31,367 thousand as of December 31, 2024 and 2023, respectively.

 As of December 31, 2024, the Company's tax
return filing group, Unicoin, Inc. and Subsidiaries had federal net operating loss carry-forwards of approximately $ 76,338
thousand, of which $275 thousand were generated prior to 2018 and will begin expiring in 2036. The remaining $ 76,063
thousand can be carried forward indefinitely. As of December 31, 2024, the Company had state net operating loss carry-forwards
of approximately $ 43,670
thousand. The state net operating loss carry-forward will begin expiring in 2036. As of December 31, 2024, the Company's
majority owned investments in ITSQuest, Inc. and Unicorns, Inc. had federal net operating losses generated after 2018 of $ 0
thousand and $ 26,100
thousand, respectively. ITSQuest, Inc. and Unicorns, Inc. had no
state operating losses.

 F- 42

 The following is a reconciliation of the statutory federal income tax rate to our effective tax rate:

 Schedule of reconciliation of statutory federal income tax rate

 2024

 2023

 Current:

 Tax at U.S. statutory rate

 $

 ( 7,421,727

)

 $

 ( 8,047,197

)

 State tax provision

 ( 947,983

)

 ( 1,234,213

)

 Rate change

 17,429

 15,777

 Deferred tax true up

 9,481

 ( 594,075

)

 Other

 477,182

 ( 20,577

)

 Change in federal and state valuation allowance

 8,095,905

 9,299,040

 Total income taxes

 $

 230,287

 $

 ( 581,245

)

 As of December 31, 2024, and 2023, we had $ 107 thousand and $ 97 thousand, respectively, of unrecognized tax benefits that, if recognized, would not impact the Company's effective tax rate because of the Company's net operating loss carryforwards and the related valuation allowance. The total amount of unrecognized tax benefits could change within the next 12 months for a number of reasons, including audit settlements, tax examination activities, and the recognition and measurement considerations under this guidance.

 The Company applies ASC 740 to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. The following is a tabular reconciliation of our total gross unrecognized tax benefits:

 Schedule of unrecognized tax benefits

 2024

 2023

 Balance as of January 1

 $

 97,134

 $

 2,448,435

 Reversals related to the prior year

 -

 ( 2,361,541

)

 Additions related to the current year

 10,118

 10,240

 Balance as of December 31

 $

 107,252

 $

 97,134

 Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an "ownership change," as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carry-forward before utilization.

 The Company's income tax returns for all years remain open to examination by federal and state taxing authorities for a period of three years and four years after the utilization of its NOLs, respectively. ITSQuest, Inc.'s income tax returns remain open to examination for a period of three years by federal and state taxing authorities. Generally, tax authorities can include returns filed within the last three years in an audit. If they identify a substantial error, tax authorities may add additional years, however no more than the last six years.

 Other Considerations

 The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by federal and state tax jurisdictions. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues addressed in the Company's tax audits are resolved in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future.

 F- 43

 In November 2019, ITSQuest received final
notice of proposed adjustments primarily related to the New Mexico Taxation and Revenue Department's interpretation of the
applicability of the gross receipts tax to staffing agencies. ITSQuest appealed the proposed adjustments. On June 17, 2021, the
New Mexico tax authorities issued a decision denying ITSQuest's protest and upholding ITSQuest's assessment of $ 3,019
thousand in gross receipt tax plus applicable penalty and interest. The Company continues to accrue interest as an increase to both
the tax liability and the indemnification asset. As of December 31, 2024 and 2023 the total liability, including penalty and
interest, was $ 4,992
thousand and $ 4,922
thousand, respectively. The related indemnification asset amounts were $5,196
 5,196,624 thousand and $4,922 thousand as of December 31, 2024 and 2023, respectively.

 NOTE 15 – NET LOSS PER SHARE

 Net loss per common share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted-average shares outstanding, as the inclusion of common share equivalents would be antidilutive. The common share equivalents consist of stock options, restricted stock units, warrants for common stock, and common stock.

 Calculation of net losses per share is as follows for the years ended December 31, 2024 and 2023:

 Schedule of earning per shares basis and diluted

 Basic and Diluted:

 2024

 2023

 Numerator:

 Net loss attributable to Unicoin Inc. per consolidated statements of operations

 $

 ( 34,954,651

)

 $

 ( 38,805,018

)

 Denominator:

 Weighted average common shares outstanding used to compute basic and diluted loss per share

 735,982,489

 733,395,464

 Net loss per common share attributable to Unicoin Inc., basic and diluted

 $

 ( 0.05

)

 $

 ( 0.05

)

 The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:

 Schedule of potentially dilutive shares

 2024

 2023

 Stock options outstanding

 55,110,881

 Warrants for common stock

 9,800,000

 10,310,000

 Restricted stock units

 6,526

 84,862

 F- 44

 NOTE 16 – SEGMENT INFORMATION

 Operating segments are defined as components
of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, or decision-making
group in deciding how to allocate resources and in assessing performance. The Company evaluates operating results based on measures of
performance, including revenues, cost of revenue and gross profit. The Company currently operates in the following three reporting segments:
SaaS, TaaS and Unicorn Hunters.

 Our reportable segments consist of SaaS, TaaS and Unicorn Hunters. We determine our operating segments based on how the chief operating decision maker ("CODM") manages the business, allocate resources, make operating decisions and evaluate operating performance. The Company's CODM is the Chief Executive Officer. Our CODM reviews financial information presented on a consolidated basis accompanied by information about revenue and cost of revenue by services type along with gross profit for purposes of allocating resources and evaluating financial performance, as such we have disclosed segment information up to gross profit for each operating segment. Furthermore, our revenues are derived from the United States and foreign countries which includes the South American and European regions ("Foreign countries").

 As discussed in Note 1, the Company operates in three business segments – SaaS, which consists of operations related to the Company's fully integrated all-in-one cloud-based solution to manage remote workers; TaaS, which consists of operations related to the Company's staffing service offerings, whereby customers are connected to individuals by the Company who are able to assist them in projects; and Unicorns, which consists of operations relative to production and streaming of the Unicorn Hunters show which provides publicity and exposure to customers through their appearances on the Unicorn Hunters show.

 The following tables set forth certain reportable segment information relating to where the Company derived its revenue for the years ended December 31, 2024, and 2023:

 Schedule of revenue from segments

 Years Ended December 31,

 2024

 2023

 United States

 Foreign countries

 Consolidated

 United States

 Foreign countries

 Consolidated

 Staffing revenues

 $

 20,156,511

 $

 252,843

 $

 20,409,354

 $

 19,030,225

 $

 394,728

 $

 19,424,953

 Subscription revenues

 32,357

 1,220

 11,396

 Unicorn Hunters

 2,591

 2,676

 -

 Total revenues

 $

 20,156,788

 $

 287,791

 $

 $

 20,543,738

 $

 406,124

 $

 The following tables set forth certain reportable segment information relating to the Company's operations for the years ended December 31, 2024, and 2023:

 Schedule of operations from operations

 Years Ended December 31, 2024

 SaaS

 TaaS

 Unicorn Hunters

 Consolidated

 $

 $

 20,409,354

 $

 2,676

 $

 Cost of revenues

 -

 16,285,134

 128,415

 16,413,549

 Gross profit (loss)

 $

 $

 4,124,220

 $

 ( 125,739

)

 $

 4,031,030

 F- 45

 Years Ended December 31, 2023

 SaaS

 TaaS

 Unicorn Hunters

 Consolidated

 $

 $

 19,424,953

 $

 $

 Cost of revenues

 -

 15,571,071

 34,634

 15,605,705

 Gross profit (loss)

 $

 $

 3,853,882

 $

 1,477,659

 $

 5,344,157

 The following table includes a reconciliation of
Gross Profit allocated to segments to Loss Before Income Taxes:

2024

2023

 Gross Profit allocated to segments, net

 $

 4,031,030

 $

 5,344,157

 Expenses not allocated to segments, net*

 ( 39,372,584

)

 ( 43,664,145
)

 Loss Before Income Taxes

 $

 ( 35,341,554

)

 $

 ( 38,319,988
)

 *
 Includes mainly Unicoin marketing expense, stock-based compensation,
Unicoin's right transaction gain or Loss, and other Gen admin expenses, Amortization of intangibles, Bad debt expense and other
Gen admin expense Software Development Expense, Impairment of investments in privately held companies, interest income (expense), net,
other income (expense), net.

 There were no material transactions between reportable segments during the years ended December 31, 2024 and 2023.

 Assets by reportable segment and operating costs by reportable segment are not presented as the Company does not allocate assets to its reportable segments, nor is such information used by management for purposes of assessing performance or allocating resources.

 NOTE 17 – SUBSEQUENT EVENTS

 Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those described below:

 -
 Issued 14,281 thou sand
 unicoin rights in exchange of aggregate consideration of $ 1,207 thousand (cash of $ 1,146
 thousand and non-cash of $ 62 thousand).

 -
 Investors
 have signed contracts for the purchase of 33,433 thousands unicoin rights under the five-year
 deferred payment plan.

 -
 Issued
 1,773 thousand s hares of common stock in exchange of cash consideration of $ 1,772
 thousand.

 -
 The contract with our largest client (referenced in our disclosure of revenue and accounts
 receivable concentrations as Customer A in Note 2) will expire on March 31 and it does not appear we will be able to renew it. This
 will represent loss of annual revenues of approximately $2 million. The gross margin associated with this client is
 approximately 5%.

 F- 46

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A.

 Controls and procedures

 Evaluation of Disclosure Controls and Procedures

 Based on an evaluation under the supervision and with the participation of the Company's management, and due to the material weakness in internal controls over financial reporting described below, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective for the periods ending December 31, 2024 and 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Inherent Limitations Over Internal Controls

 The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's internal control over financial reporting includes those policies and procedures that:

 (i)

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

 (ii)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

 (iii)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

 Management, including the Company's Chief Executive Officer and Chief Financial Officer, does not expect that the Company's internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management's Annual Report on Internal Control Over Financial Reporting

 Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management has determined that our internal control over financial reporting as of December 31, 2024, was not effective due to material weaknesses in internal controls over financial reporting.

 Material Weaknesses in Internal Control Over Financial Reporting

 A material weakness in internal controls over financial reporting is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 The review, testing and evaluation of key internal controls over financial reporting completed by the Company resulted in the Company's principal executive officer and principal financial officer concluding that as of December 31, 2024, material weaknesses existed in the Company's internal controls over financial reporting. Specifically, in connection with our:

 (i)

 entity-level controls - Controls are not in place with respect to the five components of entity-level controls: Control Environment, Risk Assessment, Monitoring, Information and Communication, and Control Activities;

 (ii)

 information technology general controls and segregation of duties - Lack of proper segregation of duties related to journal entries. The accounting software does not require approval before a journal entry is posted to the general ledger. Thus, an unapproved journal entry can be easily input into the system without the knowledge of senior management; and

 (iii)

 equity accounting - There was a large volume of equity transactions, mainly related to the issuance of stock to investors. The Company has a manually intensive set of processes and controls in place to record and review these transactions. We do not believe the controls are properly designed to sufficiently mitigate the risk of material misstatement given the large volume of transactions that are processed.

 The Company has continued to address the material weaknesses described above through the following actions:

 -

 Engaging third-party consultants with appropriate expertise to assist the finance and accounting department on an interim basis until key roles are filled;

 -

 Assessing finance and accounting resources to identify the areas and functions that lack sufficient personnel and recruiting for experienced personnel to assume these roles;

 -

 Further centralization of key accounting processes to enable greater segregation of duties;

 -

 Developing further training on segregation of duties; and

 -

 Designing and implementing additional compensating controls where necessary.

 While we continue working diligently to remediate these material weaknesses, there is no assurance that these material weaknesses will be fully remediated by December 31, 2025.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(d) or 15d-15(d) of the Exchange Act) identified in connection with management's evaluation during the year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.

 other information

 None.

 Item 9C.

 Disclosure regarding foreign jurisdictions that prevent inspections

 None.

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The following table sets forth information for our executive officers and directors as of the day of this Annual Report on Form 10-K:

 Name

 Age

 Position

 Chief Strategy Officer

 Chairman of the Board and Chief Executive Officer

 Andrew Winn

 Chief Financial Officer

 Richard Devlin

 Senior Vice President, General Counsel and Secretary

 Deniece Ky

 Principal Accounting Officer

 Germ n Montoya

 Chief Operating Officer

 Robert Newman

 Director

 Executive Officers and Directors

 Ms.
Moschini is a Co-Founder of the Company and served as the Chairwoman and President of the Company since its founding in 2015. In
December 2023, she resigned from her role as President, and was named CEO of the Company's Unicorns Inc. subsidiary. In
March 2024, Ms. Moschini resigned from the Board of Directors of the Company. She was re-elected to the Board in June 2024, and named Chief Strategy Officer in April 2025. Prior to her roles at the Company, Ms. Moschini was Vice President of Corporate Communications at Visa
International from 2002 to 2003, where she developed the public relations function, further positioning Visa as one of the most
globally valued brands. She joined Visa from Patagon.com, the Internet branch of Santander Central Hispano Group, where she was Vice
President of Corporate Communications from 2001 to 2002. Prior to joining Patagon, Ms. Moschini was the Public Relations manager for
Compaq Computer Corporation Latin America from 1999 to 2001, creating the Public Relations Department and supervising the
implementation of the communications strategy in the region. Ms. Moschini is also the founder of SheWorks, Inc., where she has
served as its Chief Executive Officer and a director since November 2016 and the founder of Yandiki, Inc., where she has served
as its Chief Executive Officer and a director from August 2014 until June 2023 when Yandiki was merged into SheWorks. Ms.
Moschini is also a board member, CEO, co-producer and co-star in the Company's affiliated business reality show, Unicorn
Hunters. Ms. Moschini has a B.S. in public relations from Universidad Argentina de la Empresa (Buenos Aires, Argentina) and a degree
in marketing from New York University. She also completed a master's course in public relations from the University of Houston
in Texas and graduate courses in web communications and social media at the Libera Universit di Lingue e Comunicazione and the
Universit Commerciale Luigi Bocconi, both in Milan, Italy. Ms. Moschini was selected to serve on the board due to her
extensive experience and leadership skills, including being responsible for developing the Company's industry-leading
operating platform.

 Mr. Konanykhin is a Co-Founder of the Company and has served as the Chief Executive Officer and a director of the Company since its founding in 2015. Mr. Konanykhin was named Chairman of the Board on March 21, 2024, upon the resignation of Silvina Moschini from her role as Chairworman and resignation from the Board of Directors. Mr. Konanykhin is a serial entrepreneur, author and business expert. At the age of 23, he founded the Russian Exchange Bank, becoming one of the wealthiest men in post-Communist Russia. After defecting to the United States in 1992, he created KMGi in 1997, an international award-winning production studio that is widely recognized by leading publications such as Forbes and CNN as the "Future of the Internet" for innovative implementations of cutting-edge technology. KMGi developed a variety of businesses, including Intuic, Unicoin Inc., Yandiki, KMGi Studios, WikiExperts, ForWellConnected, Stock4Services and Services4Stock. He has also been a member of the board of directors of SheWorks, Inc. since 2016 and Yandiki, Inc. since 2014 and has served as the Chief Executive Officer and a member of the board of directors of Unicorns since November 2020. Most recently, Mr. Konanykhin has founded and become a board member, co-producer and co-star in the Company's affiliated business reality show, Unicorn Hunters. He has an MBA from the Edinburgh Business School. Mr. Konanykhin is qualified to serve on the board with his significant sector experience and key leadership skills.

 Andrew Winn

 Mr. Winn has served as the Chief Financial Officer of the Company since 2020. He is responsible for all duties of the CFO function, including accounting, reporting functions, investor relations, fundraising and investment presentations. He also has served as the Company's Chief Investor Relations Officer since 2017. Prior to joining the Company, Mr. Winn was a trader at Mid Atlantic Capital Group Inc. from 2013 through 2017. While there, Mr. Winn successfully executed fixed income trades for investment grade, high yield, structured and emerging market bonds and further enhanced and incorporated electronic trading platforms into the existing trading framework. He also significantly increased the visibility of the firm by building relationships and executing many trades in the United States and overseas. Mr. Winn earned a bachelor's degree in finance and accounting at the University of Berkeley and an MBA from Santa Clara University. He also took courses for a master's degree in taxation at Golden Gate University and earned the Chartered Financial Analyst designation. Mr. Winn brings to the board extensive experience related to financial reporting, internal controls, compliance, risk and regulatory strategy, developed from over 18 years of experience in accounting and investment functions in large investment institutions.

 Richard Devlin

 Mr. Devlin has served as Senior Vice President and General Counsel of the Company since June 2022, and was named Secretary in February 2023. Prior to joining the Company, he represented the Company as outside counsel beginning in 2018. In 2016, Mr. Devlin founded Forefront Legal Group, LLC, a Pennsylvania-based law firm which provides counsel to small businesses on contractual issues, capital raising and formation. Mr. Devlin served as General Counsel of Aston Chase from 2018 to 2019. From 2012 to 2018, he served as Vice President and Counsel for Lombard International, a private investment services company with a $39 billion portfolio of privately placed assets. There, he assisted with structuring and providing regulatory advice regarding managed asset accounts, mutual funds and hedge funds. Mr. Devlin has a B.S. in Finance from American University and a J.D. from the University of Pittsburgh School of Law.

 Deniece Ky

 Ms. Ky has served as Principal Accounting Officer of the Company since November 2020, where she has been responsible for all the Company's finance and accounting functions. Ms. Ky manages financial reporting, internal controls and processes, corporate taxes and filings, audits, accounting and internal compliance, systems integration and prepares the books, systems and processes to ensure IPO readiness. Prior to joining the Company, Ms. Ky served as Corporate Controller of Milestone Technologies from May 2018 through November 2020. At Milestone Technologies, Ms. Ky managed the financial processes for general and internal accounting and was responsible for audits, statutory reporting and handling the taxes of the business. She further led a team of individuals who were responsible for cash, job costing, expense reports, payroll and accounts payable. Ms. Ky also has nearly four years of experience, beginning in July 2014, as the Manager of Project, General Accounting & SOX PMO of Seagate Technology. In that role, she acted as the financial project lead for SAP to Oracle R12 and Oracle 11i to R12 implementation. She also led SOX compliance execution and provided internal controls related knowledge and guidance to SOX 404 leads. She has a BA in Business Administration, Accounting and Finance.

 Germ n Montoya, Chief Operating Officer

 Mr. Montoya was appointed to serve as Chief Operating Officer in March 2025. He has over two decades of experience in technological transformation,
venture building and strategic growth. Previously, Mr. Montoya served as the founder and Chief Executive Officer of Wao!, a social e-commerce
platform, from October 2020 to February 2024, where he also served as a board member until August 2024. He also served as founding partner
of Fuel Venture Capital, a technology fund, from January 2017 to December 2019. Additionally, Mr. Montoya currently serves as a board
member of Rokk3r, which he co-founded in 2012, and AdMobilize, where he has served as a board member since 2012. Mr. Montoya received
a BS in Applied Economics and Business Management from Cornell University and received a fellowship in Economics at the Harvard Kennedy
School.

 Robert Newman

 Robert Newman is the owner of Glass Systems, Inc., a company he founded in 2000, where he has served as President since 2000. Mr. Newman attended William Paterson University from 1982 through 1985 (no degree earned). Mr. Newman's qualifications to serve on the Board include his 25 years of success as an entrepreneur, as well as his experience in growing a small business, and his unwavering support for the Company and its mission as a shareholder and investor in unicoins.

 Family Relationships

 Silvina
Moschini, the Company's Chief Strategy Officer and former President and Chairwoman of the Board, was previously married to
Alex Konanykhin, a director and the Chief Executive Officer of the Company, until December 2022.

 Item 11.

 EXECUTIVE COMPENSATION

 EXECUTIVE COMPENSATION

 Executive
Compensation Overview

 As an emerging growth company, we have opted to comply with the executive compensation disclosure applicable to "smaller reporting companies," as such term is defined in the rules promulgated under the Securities Act. This section describes the material components of the executive compensation program for our Chief Executive Officer and our two other most highly compensated executive officers whom we refer to as our "named executive officers." For the year ended December 31, 2024, our named executive officers were:

 Mariano
 Dall'Orso, our Chief Operations Officer (who subsequent to December 31, 2024 is no longer in that role);

 Alex
 Konanykhin, our Chief Executive Officer; and

 Silvina Moschini, our Chief Strategy Officer and our Chief Executive Officer of Unicorns Inc.

 To date, the compensation of our named executive officers has consisted of a combination of base salary, cash incentive compensation and long-term incentive compensation, as more fully described below. Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. As we transition from a private company to a publicly traded company, we intend to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require.

 Summary Compensation Table

 The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officers paid by us during the years ended December 31, 2024 and 2023:

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Mariano Dall'Orso

 2024

 104,058

 1,635,613

 1,739,671

 Chief Operations Officer

 2023

 -

 13,604

 1,191

 14,795

 2024

 316,000

 -

 14,306

 330,306

 Chief Executive Officer

 2023

 316,000

 23,700

 14,306

 354,006

 2024

 316,000

 -

 2,655

 318,655

 Chief
 Strategy Officer and Chief Executive Officer of Unicorns

 2023

 316,000

 23,700

 2,684

 342,384

 Narrative to the Summary Compensation Table

 Employment Arrangements with our Named Executive Officers

 All of our named executive officers are employees-at-will and we have not entered into any employment, severance, change in control or similar agreements with any of them, nor are we otherwise currently responsible for any payment upon the termination of their employment.

 Base Salaries

 Each named executive officer's base salary is a fixed component of annual compensation for performing specific duties and functions. Base salaries are reviewed annually, typically in connection with our annual performance review process and adjusted from time to time to realign salaries with market levels, when applicable, after taking into account individual responsibilities, performance and experience.

 Bonuses

 Annual cash incentive awards are used to motivate and reward our employees. We do not maintain a formal annual cash incentive award plan. Instead, such awards are determined on a discretionary basis and are generally based on individual and Company performance.

 Equity Awards

 Equity incentive compensation in the form of stock awards and option awards is used to promote performance-based pay that aligns the interests of our executive officers with the long-term interests of our equity-owners and to enhance executive retention.

 All Other Compensation

 We issue unicoin rights to our executive officers as a form of other compensation. The amounts listed in the table above under the column "All Other Compensation" include the dollar value of the total unicoin rights each named executive officer received during the fiscal years ended 2024 and 2023.

 We also offer participation in broad-based retirement, health and welfare benefit plans to all of our employees. We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. In addition, we do not provide perquisites to our named executive officers.

 Outstanding Equity Awards at 2024 Fiscal Year End

 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:

 Option
 Awards

 Stock
 Awards

 Name

 Grant Date

 Number of

 Securities

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Number
of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 Option Exercise

 Price ($)

 Option Expiration Date

 Number of

 Shares of

 Stock That

 Have Not

 Vested (#)

 Market

Value of

Shares of

Stock That

Have Not

Vested ($)

 Alex
Konanykhin

 2/26/2020

 1,928,830

 -

 0.0010

 2/26/2030

 -

 -

 Silvina
Moschini

 2/26/2020

 1,928,830

 -

 0.0010

 2/26/2030

 -

 -

 8/3/2021

 6,500,000

 -

 0.0010

 8/3/2031

 -

 -

 Non-Employee
Director Compensation

 The following table presents the total
compensation for each person who served as a non-employee member of our board of directors during the year ended December 31,
2024. We do not have any formal agreements or arrangements with our non-employee directors to pay for their services. During the
year ended December 31, 2024, Alex Konanykhin, our Chief Executive Officer, and Silvina Moschini, our Chief Strategy Officer
and our Chief Executive Officer of Unicorns Inc. and our former President, also served as members of our board of directors.
Mr. Konanykhin's detailed compensation is described in the "Summary Compensation Table" above.

 Name

 Fees Earned or

 Paid in Cash

 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Guillermo Diaz (1)

 -

 434,933

 434,933

 Pilar Manchon (2)

 -

 285,600

 285,600

 (1)

 Mr, Diaz was elected to serve on the Board of Directors, from May 2023 until September 22, 2024.

 (2)

 Ms. Manch n was elected to serve on the Board of Directors, from September 2023 until May 2024.

 Each member of the Board of Directors receives one hundred thousand (100,000) unicoin rights per month, which comprise the total compensation that each such member receives. The amounts listed in the table above represent the dollar value of the total unicoin rights each director received during the fiscal year ended 2024.

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth information as of the date hereof regarding beneficial ownership of our common stock (a) prior to this offering and (b) as adjusted to give effect to this offering, by:

 each person known by us to beneficially own more than 5% of our common stock;

 each of our named executive officers and directors; and

 all of our current directors and executive officers as a group.

 Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of December 31, 2024. Applicable percentage ownership in the following table is based on 739,614,045 shares of common stock issued and outstanding as of the date hereof.

 To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 Unless otherwise indicated, the address for each listed stockholder is c/o Unicoin Inc., 228 Park Ave South 16065, New York, New York.

 Shares Beneficially Owned

 Name and Address of Beneficial Owner (1)

 Number

 Percent

 5% Stockholders:

 270,297,882

 36.55

 %

 266,217,848

 35.99

 %

 Named Executive Officers and Directors:

 270,297,882

 36.55

 %

 266,217,848

 35.99

 %

 Andrew Winn

 3,461,425

 *

 Robert Newman

 168,923

 *

 Richard Devlin

 161,907

 *

 Deniece Ky

 131,605

 *

 All current directors and executive officers as a group

 540,439,590

 73.07

 %

 *

 Denotes less than 1% beneficial ownership.

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The following includes a summary of transactions since January 1, 2024 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed $120,000; and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled "Executive Compensation."

 Related Party Transactions

 Refer to Note 13 of "Notes to Consolidated
Financial Statements," included in Item 8 of this Annual Report on Form 10-K for details.

 Director and Officer Indemnification and Insurance

 We plan to enter into indemnification agreements with each of our directors and executive officers and plan to purchase directors' and officers' liability insurance. See "Description of Capital Stock - Limitations on Liability and Indemnification Matters."

 Related Person Transaction Policy

 Our board of directors will adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee will be tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm's length transaction and the extent of the related person's interest in the transaction.

 Director Independence

 As of the date of this Annual Report on Form 10-K, the Company has three directors. Two of such directors, Pilar Manchon and Guillermo Diaz, are independent directors. Therefore, the majority of the members of the board of directors as currently composed qualify as independent in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that a director is not, and has not been for at least three years, one of the Company's employees and that neither the director, nor any of his or her family members, has engaged in various types of business dealings with us.

 Item 14.

 Principal
ACCOUNTANT fees and services

 The following table presents fees billed for professional audit services and other services rendered to the Company by Kreit & Chiu for the years ended December 31, 2024 and 2023, respectively. The dollar amounts in the table and accompanying footnotes are in thousands.

 2024

 2023

 Audit Fees (1)

 $

 $

 Audit-Related Fees

 -

 Tax Fees

 -

 -

 All Other Fees (2)

 -

 -

 Total

 $

 $

 (1)

 Audit Fees consist of fees billed for professional services rendered for the annual audit and quarterly reviews of the Company's consolidated financial statements, as well as services that generally only the Company's independent registered public accounting firm can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

 (2)

 Audit-related fees consist of fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under "Audit Fees".

 Item 15.

 ExhibitS, FINANCIAL STATEMENTS Schedules

 The following documents are filed as part of this Annual Report on Form 10-K:

 a.

 Consolidated Financial Statements

 The consolidated financial statements are filed as part of this Annual Report on Form 10-K under "Item 8. Financial Statements and Supplementary Data."

 b.

 Financial Statement Schedules

 The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under "Item 8. Financial Statements and Supplementary Data."

 c.

 Exhibits

 The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.

 Exhibit No.

 Description

 3.1

 Articles of Incorporation, dated June 22, 2015*

 3.2

 Certificate of Amendment, dated August 10, 2020*

 3.3

 Amended and Restated Bylaws*

 3.4

 Certificate of Amendment, dated October 6, 2022*

 10.1

 TV Series Producer Agreement, dated February 3, 2021, by and between Unicoin Inc., Unicorns, Inc. and Alexander Konanykhin*

 10.3

 Amendment to Share Exchange Agreement, effective on December 28, 2022, by and between Unicoin Inc., ITSQuest, Inc., Sarah Reagan and Jeff Reagan*

 10.4

 Amendment to Share Exchange Agreement, effective on December 31, 2024, by and between Unicoin Inc., ITSQuest, Inc., Sarah Reagan and Jeff Reagan

 10.10

 Board of Directors Services Agreement dated March 17, 2022 by and among TransparentBusiness, Inc., Rosa G. Rios and Red River Associates, LLC*

 10.11

 Indemnification Agreement dated March 17, 2022 by and between TransparentBusiness, Inc. and Rosa G. Rios*

 21.1

 Subsidiaries of the Registrant*

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 32.1

 Certification of Chief Executive Officer Executive Officer under Section 1350 as adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification of Chief Financial Officer under Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 *

 Previously filed

 Item 16.

 fORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Unicoin Inc.

 Date: April 15, 2025

 By:

 /s/ Alex Konanykhin

 Chief Executive Officer

 POWER OF ATTORNEY

 KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Alex Konanykhin and Andrew Winn, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated below.

 SIGNATURE

 TITLE

 DATE

 /s/ Alex Konanykhin

 Chief Executive Officer and Chairman of the Board

 (principal executive officer)

 /s/ Andrew Winn

 Chief Financial Officer

 Andrew Winn

 (principal financial officer)

 /s/ Deniece Ky

 Principal Accounting Officer

 Deniece Ky

 (principal accounting officer)

 /s/ Silvina Moschini

 Director

 /s/ Robert Newman

 Director