Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes which are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. See "Cautionary Note on Forward-Looking Statements".

TransparentBusiness, 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." On April 13, 2026, we changed our name back to "TransparentBusiness, Inc". Our principal executive offices are located at 228 Park Avenue South 16065, New York, NY 10003 and our phone number is (212) 216-0001.

TransparentBusiness, Inc. is an operating and holding company with a principal focus on the digital asset and media sectors. While the Company historically managed a Software as a Service ("SaaS") platform for the monitoring and management of remote workforces, its strategic direction is now centered on its underlying ecosystem. As a holding company, TransparentBusiness, Inc. wholly owns SheWorks!, a Talent as a Service ("TaaS") company.

In addition to its talent platforms, TransparentBusiness, Inc. maintains a controlling interest in Unicorns, Inc., the media company responsible for the Unicorn Hunters show. As of April 1, 2026, the Company's ownership interest in Unicorns, Inc. is 71.88%.

Effective December 31, 2025, TransparentBusiness, Inc. elected not to further extend the divestiture agreement with the original sellers of ITSQuest, Inc., a regional staffing agency in which the Company had held a 51% majority interest since November 2020. Under the terms of the original Share Exchange Agreement, the Company's failure to achieve specific milestones by the expiration date triggered the formal transfer of the equity interest back to the original sellers. Management determined that a further negotiation for extension was not in the Company's strategic interest. This conclusion was based on an internal assessment that the traditional staffing model of ITSQuest constitutes a non-core asset that lacks sufficient synergy with the Company's proprietary technology and brand equity. By allowing the divestiture to proceed, TransparentBusiness, Inc. intends to reallocate its capital and management resources exclusively toward high-growth digital assets and media-driven opportunities across its primary markets.

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 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 condensed consolidated financial statements were de minimis.

Non-Subsidiary, but Affiliated Entities Outside the United States

140 R.E. Properties Inc.

140 R.E. Properties Inc. is a company organized under the laws of the Philippines. TransparentBusiness, Inc. does not currently hold any equity interest in, or have any binding contractual agreement with, 140 R.E. Properties Inc. At present, there is no formal arrangement granting TransparentBusiness, Inc. any economic rights or interests in the assets or operations of 140 R.E. Properties Inc. To better safeguard TransparentBusiness, Inc.'s potential rights and strategic objectives in the region, TransparentBusiness, Inc., with the assistance of local counsel, is also exploring a potential restructuring of 140 R.E. Properties Inc.

UH Properties Inc.

While TransparentBusiness, 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 TransparentBusiness, 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. TransparentBusiness, 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.

TransparentBusiness, Inc. and Unicoin International Inc. ("UII"), a corporation established under the laws of Panama, are affiliated (through common ownership as Alex Konanykhin and Silvina Moschini each own 50% of UII) but distinct legal entities, with UII operating as an affiliate of TransparentBusiness. In support of UII's operations and marketing efforts, TransparentBusiness may provide 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 TransparentBusiness for these services and may also, at its discretion and subject to applicable law. Although the two entities may collaborate closely and share resources, UII maintains operational and legal independence from TransparentBusiness, and the shared personnel remain solely employed or contracted by TransparentBusiness, not by UII. This collaborative arrangement is structured to enhance efficiency while preserving each party's separate corporate identity and regulatory compliance obligations.

UII agrees to provide funding to TransparentBusiness (previously Unicoin, Inc) via its own fundraising efforts in consideration for TransparentBusiness's entry into this Agreement and for the services provided pursuant to this Agreement. The TransparentBusiness Funding shall be made available by TransparentBusiness to the TransparentBusiness in accordance with the agreed schedule and conditions. UII reserves the right to adjust the funding schedule based on TransparentBusiness's compliance with the milestones and performance metrics, which may be defined or adjusted in a separate addendum to this Agreement.

Token Structure

In addition to the businesses it operates through its subsidiaries, the Company tokenized a token called unicoin ("unicoins" or "tokens"). While earlier statements contemplated the potential for unicoins to be supported by reference to certain assets, the Company is currently reassessing this approach in light of evolving regulatory guidance from the U.S. Securities and Exchange Commission. The Company has reviewed and updated its approach to the unicoin token structure in light of evolving regulatory commentary and internal strategic considerations. While prior communications referenced the potential for unicoins to be "asset-backed" or collateralized, the Company has clarified that it does not intend to collateralize the tokens or tie them to any specific pool of assets. Instead, the Company uses the term "asset-backed" in a general, commercial sense-consistent with its ordinary dictionary meaning-to reflect the Company's intent to use token-related proceeds to invest in equity and other assets expected to support long-term token value. This characterization is not intended to imply collateralization, guaranteed redemption rights, or that unicoins represent ownership interests in such assets. The Company plans to further clarify this terminology in future offering documents and marketing materials to ensure transparency and investor understanding.

Business Overview

SaaS and TaaS Legacy Business

TransparentBusiness 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.

TransparentBusiness's wholly owned subsidiary SheWorks!, a TaaS platform, is, we believe, an 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, SheWorks! is currently not the focus of our operations and is being phased out through customer attrition.

Unicorns

Unicorns produced 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 considerations in the periods reported consisted of fees collected for the transmission of the Unicorn Hunters show. 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:

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

TransparentBusiness, Inc. developed a token called unicoin ("unicoins" or "tokens"). 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 May 15, 2026, we have sold unicoin presale certificates ("Certificates") to acquire up to approximately 1.9 billion unicoins and raised approximately $46.8 million. We sold and issued certificates up to approximately 0.8 billion non-security utility issuance of approximately $8.6 million. We have also agreed to issue Certificates for up to approximately 3.3 billion unicoins through our deferred payment plans (approximately 194 million of which have been issued). Through these deferred payment programs, we are contractually entitled to future installment payments of $569 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) 726 million unicoins to our stockholders, (ii) 522 million unicoins as discretionary compensation payments to insiders, including employees, (iii) 283 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 (of which 1.145 billion are cancelable or in an escrow arrangement pending tokenization and title transfer). The Company intends to make unicoins a network token on SafeBets.world, a prediction platform.

We may accept certain cryptocurrencies, such as Ether (ETH), USD Coin (USDC), and Tether (USDT), 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.

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 conducted a thorough review of our compliance with applicable regulatory requirements with the assistance of a leading national law firm. We will engage outside legal counsel, as needed and when possible, to support our continued efforts and plans for the launch of unicoins.

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 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.

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.

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.

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.

Unicorns 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.

Evolving Technology

The ability to respond in time to technology trends and new developments is a key determinant of our business and operational performance.

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.

ITSQuest Divestiture & Financial Recast

Effective December 31, 2025, TransparentBusiness, Inc. elected not to further extend the divestiture agreement with the original sellers of ITSQuest, a regional staffing agency in which the Company had held a 51% majority interest since November 2020. Under the terms of the original Share Exchange Agreement, the Company's failure to achieve specific milestones by the expiration date triggered the formal transfer of the equity interest back to the original sellers. Management determined that a further negotiation for extension was not in the Company's strategic interest. This conclusion was based on an internal assessment that the traditional staffing model of ITSQuest constitutes a non-core asset that lacks sufficient synergy with the Company's proprietary technology and brand equity. By allowing the divestiture to proceed, TransparentBusiness, Inc. intends to reallocate its capital and management resources exclusively toward high-growth digital assets and media-driven opportunities across its primary markets.

Consequently, management has recasted TransparentBusiness's historical financial statements for all periods presented, reclassifying all financial results associated with ITSQuest into discontinued operations.

Significant Related Party Transactions

A total of 1,287 million unicoin rights valued at $4,818 thousand and 1,155 million unicoin rights valued at $2,701 thousand were issued to related parties during the three months ended March 31, 2026 and 2025, 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 condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025 from our condensed consolidated financial statements, respectively. Our historical results are not necessarily indicative of the results that may be expected in the future.

		Three Months Ended March 31,
		2026				% of Total Revenues				2025				% of Total Revenues
REVENUES:
Staffing revenues		$	242,557				100	%		$	639,012				99	%
Subscription revenues			856				0	%			8,734				1	%
Unicorns revenues			-				0	%			19				0	%
Total Revenues			243,413				100	%			647,765				100	%
COST OF REVENUES:
Staffing cost of revenues			195,696				80	%			522,323				81	%
Subscription cost of revenues			0				0	%			0				0	%
Unicorns cost of revenues			6,750				3	%			5,850				1	%
Total Cost of Revenues			202,446				83	%			528,173				82	%
GROSS PROFIT			40,967				17	%			119,592				18	%
OPERATING COSTS AND EXPENSES
General and administrative			1,813,522				745	%			1,956,106				302	%
Sales and marketing			915,099				376	%			177,644				27	%
Research and development			39,300				16	%			-				0	%
TOTAL OPERATING COSTS AND EXPENSES			2,767,921				1137	%			2,133,750				329	%
LOSS FROM OPERATIONS			(2,726,954	)			(1120	)%			(2,014,158	)			(311	)%
Interest income (expense), net			136,456				56	%			(38,739	)			(6	)%
Other income (expense), net			60,180				25	%			(1,676	)			0	%
LOSS BEFORE INCOME TAXES			(2,530,318	)			(1040	)%			(2,054,573	)			(317	)%
Income tax benefit (expense)			(800	)			0	%			-				0	%
Net loss from discontinued Operations			-				-				(58,103	)			0	%
NET LOSS AND COMPREHENSIVE LOSS			(2,531,118	)			(1040	)%			(2,112,676	)			(326	)%
Net income (loss) attributable to the non-controlling interest			(61,259	)			(25	)%			(74,665	)			(12	)%
NET LOSS ATTRIBUTABLE TO THE COMPANY		$	(2,469,859	)			(1015	)%		$	(2,038,011	)			(315	)%

Revenues

The following table presents our revenue for the periods indicated.

		Three Months Ended March 31,
		2026				2025				Change ($)				Change (%)
TAAS revenues		$	242,557			$	639,012			$	(396,455	)			(62	)%
SAAS revenues			856				8,734				(7,878	)			(90	)%
Unicorns revenues			-				19				(19	)			(100	)%
Total Revenues		$	243,413			$	647,765			$	(404,352	)			(62	)%

Total revenues decreased by $404 thousand, or (62)%, to $243 thousand for the three months ended March 31, 2026, from $648 thousand for the three months ended March 31, 2025 and comprised 100% of our total revenues.

TaaS. TAAS revenues decreased by $396 thousand, or (62)%, to $243 thousand for the three months ended March 31, 2026, from $639 thousand for the three months ended March 31, 2025. The decrease was primarily due to a decrease in SheWorks related revenues.

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. Unicorn did not release any episodes of Unicorns during the three months ended March 31, 2026 and 2025.

Cost of Revenues

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

		Three Months Ended March 31,
		2026				2025				Change ($)				Change (%)
TAAS cost of revenues		$	195,696			$	522,323			$	(326,627	)			(63	)%
SAAS cost of revenues			-				-				-				-
Unicorns cost of revenues			6,750				5,850				900				15	%
Total Cost of Revenues		$	202,446			$	528,173			$	(325,727	)			(62	)%

Total cost of revenues decreased by $326 thousand, or (62)%, to $202 thousand for the three months ended March 31, 2026, from $528 thousand for the three months ended March 31, 2025.

TaaS. TAAS cost of revenues decreased by $327 thousand, or (63)%, to $196 thousand. The decrease was proportional to the decrease in TAAS revenues.

Unicorns. Unicorns cost of revenues decreased by $1 thousand to $7 thousand for the three months ended March 31, 2026, compared to $6 thousand, for the three months ended March 31, 2025. No episodes were produced during each of the three months ended March 31, 2026 and 2025.

General and administrative

General and administrative expenses decreased by $143 thousand, or (7)%, to $1,814 thousand for the three months ended March 31, 2026, from $1,956 thousand for the three months ended March 31, 2025. This decrease was primarily driven by a $243 thousand legal fees, $87 thousand contractor expenses, partially offset by a $182 thousand accounting, taxes and professional fees.

Sales and marketing

Sales and marketing expenses increased by $737 thousand, or 415%, to $915 thousand for the three months ended March 31, 2026. The increase was primarily due to the increase in recurring marketing expenses amounted to $644 thousand and in sales & marketing expenses paid with unicoin rights as consideration, which amounted to $63 thousand.

Interest income (expense), net

Net interest expense increased by $175 thousand, or (452)% to $136 thousand for the three months ended March 31, 2026, from $(39) thousand for the three months ended March 31, 2025. This increase was primarily attributable to reversal of 10-Yr Options Interest accruals amounted to $229 thousand due to conversion from the 10-Yr program to non-security unicoins partially offset by $56 thousand reduction of unsecured notes interest from conversion to the sales of non-security unicoins.

Provision for Income Taxes

		Three Months Ended March 31,
		2026				2025				Change ($)				Change (%)
Income tax benefit (expense)		$	(800	)		$	(-	)		$	(800	)			-100	%
Effective tax rate			(0.03	)%			(0.00	)%

The Company's annual effective tax rate from continuing operations was (0.03)% and (0.00%) for the three months ended March 31, 2026 and 2025, respectively. The company's estimated effective tax rate differs from the U.S. federal statutory rate of 21%, due to the valuation allowance recorded against the company's deferred tax assets. During the three months ended March 31, 2026 and 2025, there were no significant changes to the total amount of unrecognized tax benefits.

Net income (losses) attributable to the non-controlling interest

Net losses attributable to noncontrolling interests decreased by $13 thousand, or (18)%, to $(61) thousand for the three months ended March 31, 2026. Noncontrolling interest partners in ITSQuest were allocated income of $0 thousand and $(28) thousand for the three months ended March 31, 2026 and 2025, respectively, while noncontrolling interest partners in Unicorns were allocated losses of $(35) thousand and $(46) thousand for the three months ended March 31, 2026 and 2025, respectively. Noncontrolling interest partners in Unicoin International were allocated losses of $(27) thousand and $0 thousand for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, noncontrolling interests in ITSQuest (immediately prior to its divestiture on December 31, 2025), Unicorns, and Unicoin International represented ownership interests of 0%, 28.12%, and 100%, respectively, compared to ownership interests of 49% and 28.12% in ITSQuest and Unicorns, respectively, as of March 31, 2025.

Net loss from discontinued operations

Net income from discontinued operations was $0 thousand for the three months ended March 31, 2026, as ITSQuest was automatically divested on December 31, 2025, while the three months ended March 31, 2025 include ITSQuest's pre-divestiture operating results; accordingly, discontinued operations did not have a material impact on the Company's net loss for the three months ended March 31, 2026.

Liquidity and Capital Resources

We had cash and cash equivalents of $2,385 thousand available as of March 31, 2026. Based on currently available capital resources (cash and cash equivalents on hand as of March 31, 2026), we estimate that at our current cash "burn rate", the Company will not be able to operate for more than 2 months. For the company to maintain operations for at least twelve months, we would need to receive further equity or debt financing of approximately $17,375 thousand. For the period from April 1, 2026 through the date of this Quarterly Report on Form 10-Q, we have received cash proceeds of $80 thousand from the issuance of 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, 2025, 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, 2026 through March 31, 2026, the Company issued unicoin rights to investors and service providers in exchange of consideration consisting of cash $6,326 thousand and $303 thousand cryptocurrencies and incurred operating expenses paid with unicoin rights with a fair value of $145 thousand, together amounting to approximately $6,774 thousand.

Through March 31, 2026, the Company has recorded a financing obligation of $119.8 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 TransparentBusiness, 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, net amounted to $29,845 thousand and $27,269 thousand as of March 31, 2026 and 2025, 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

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

		Three Months Ended March 31,
(In thousand)		2026				2025
Cash flows provided by (used in) continuing operations:
Net cash used in operating activities		$	(4,291	)		$	(2,477	)
Net cash used in by investing activities			(574	)			(82	)
Net cash provided by financing activities			6,011				2,605
Net increase in cash and cash equivalents from continuing operations		$	1,146			$	46

Cash flows from discontinued operations			-				129
Net increase in cash and cash equivalents		$	1,146			$	175

Cash Used in Operating Activities

Cash flows used in operating activities increased by 1,814 thousand to $(4,291) thousand for the period ended March 31, 2026, compared to $(2,477) thousand for the period ended March 31, 2025. Net cash used in operating activities for the period ended March 31, 2026, was due to our net loss of $(2,531) thousand, a decrease in operating assets, net of liabilities of $(2,009) thousand and non-cash items of $249 thousand. Net cash used in operating activities for the period ended March 31, 2025, was due to our net loss of $(2,055) thousand, an decrease in operating assets and liabilities of $(626) thousand and non-cash items of $205 thousand.

Cash (Used in) Provided by Investing Activities

Net cash flows used in investing activities increased by $492 thousand to $(574) thousand for the period ended March 31, 2026. The increase in net cash used in by investing activities was mainly due to $544 thousand line of credit to related party and $30 thousand purchases of Trademark.

Cash Provided by Financing Activities

Net cash flows provided by financing activities increased by $3,406 thousand to $6,011 thousand for the period ended March 31, 2026, compared to $2,605 thousand for the period ended March 31, 2025. The increase in net cash provided by financing activities was primarily driven by a $5,781 thousand increase in net proceeds from sales and repurchases of Unicoin Rights, as well as a $25 thousand of proceeds from the issuance of private placement unsecured notes, partially offset by $1,726 thousand decrease in proceeds from the issuance of common stock.

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 consist of money market accounts 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.

Off-Balance Sheet Arrangements

As of March 31, 2026 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.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2 to the condensed consolidated financial statements presented in the Annual Report on Form 10-K. Our critical accounting policies and estimates are described in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K. Our significant and critical accounting policies and estimates have not changed significantly since the filing of the Annual Report on Form 10-K, except for as described in Note 2 to the condensed consolidated financial statement included in this Quarterly Report on Form 10-Q.

Recent accounting pronouncements

See "Significant Accounting Policies" in Note 2 of the notes to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for recent accounting pronouncements.