UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549












FORM
10-K/A

(Amendment No. 2)












(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, 2021



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



TransparentBusiness,
Inc.

(Former
name, former address and former fiscal year, if changed since last report)










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



|Title
    of each class                      |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|-------------------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Stock, par value $0.001 per share |  | None               |  | None                                         



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. ☐



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



As of October 25, 2022, there were 730,637,878 shares of the Registrant’s common stock outstanding.






















EXPLANATORY
NOTE



Unicoin Inc. (formerly known as TransparentBusiness,
Inc. and hereinafter the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K (this “Amendment”)
for the fiscal year ended December 31, 2021, which was originally filed with the Securities and Exchange Commission (“SEC”)
on July 19, 2022 (the “Original Filing”). This Amendment is filed as an exhibits-only filing, solely for the purpose of filing
certain exhibits which were inadvertently omitted in the Original Filing.





Other
than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate any other items or disclosures
contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists
solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.















|Item
    15. | ExhibitS,
    FINANCIAL STATEMENTS Schedules
|------------ | --------------------------------------------



|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             |  | Bylaws*                                                                                                                                               
|3.4             |  | Certificate of Amendment, dated October 6, 2022*                                                                                                      
|10.1            |  | TV
    Series Producer Agreement, dated February 3, 2021, by and between TransparentBusiness, Inc., Unicorns, Inc. and Alexander Konanykhin*          
|10.2            |  | Share
    Exchange Agreement, dated November 19, 2020, by and between TransparentBusiness, Inc., ITSQuest, Inc., Sarah Reagan and Jeff Reagan*        
|10.3            |  | Loan
    Agreement and Promissory Note, by and between TransparentBusiness, Inc. and Silvina Moschini*                                                
|10.4            |  | Termination
    of the Loan Agreement and Promissory Note, by and between TransparentBusiness, Inc. and Silvina Moschini*                             
|10.5            |  | Share
    Transfer Agreement, dated January 1, 2018, by and between TransparentBusiness, Inc. and KMGI Studios, Inc.*                                 
|10.6            |  | Share
    Transfer Agreement, dated January 1, 2018, by and between TransparentBusiness, Inc. and Maria Silvina Moschini.*                            
|10.7            |  | Amendment
    No. 1 to Termination of Loan Agreement and Promissory Note, by and between TransparentBusiness, Inc. and Silvina Moschini*              
|10.8            |  | Board
    of Directors Services Agreement dated March 17, 2022 by and among TransparentBusiness, Inc., Rosa G. Rios and Red River Associates,
    LLC*
|10.9            |  | Indemnification
    Agreement dated March 17, 2022 by and between TransparentBusiness, Inc. and Rosa G. Rios*                                         
|10.10           |  | Advisory
    Service Agreement dated May 1, 2021 by and between TransparentBusiness, Inc. and Red River Associates, LLC.*                             
|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
|- | --------------------













SIGNATURES



Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





|                           | Unicoin
Inc.
|-------------------------- | ------------
|                           |             
|Date:
    October 25, 2022 | By:         
|                           |             
|                           |