UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 10-K/A








(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








TransparentBusiness, 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



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








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 June 30, 2022, there were 730,569,873 shares
of the Registrant’s common stock outstanding.


















EXPLANATORY NOTE



TransparentBusiness, Inc. (hereinafter the “Company”)
is filing this Amendment No. 1 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. 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
|-------- | ----------------------------------------



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         |  | Bylaws*                                                                                                                                          
|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*                                                                                                                  








|* | Previously filed
|- | ----------------



|Item 16. | fORM 10-K SUMMARY
|-------- | -----------------



None.





1







SIGNATURES



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



|                    | TransparentBusiness, Inc.
|------------------- | -------------------------
|                    |                          
|Date: July 21, 2022 | By:                      
|                    |                          
|                    |                          





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