UNICOIN RIGHTS FINANCING OBLIGATION | NOTE 7 – UNICOIN RIGHTS FINANCING OBLIGATION The Company is developing a security token called Unicoin (“Unicoins” or “Tokens”) whose value is intended to be supported by the returns generated by equity positions purchased from Unicorn Hunters show participants, as well as the returns from equity positions acquired from non-show participants for other services. Such equity positions may be held in a to-be-created investment fund (the “Fund”), to facilitate proper management of the equity portfolio. The intention of the Company is that when equity positions held by the Fund are liquidated through a liquidity event, some or all of the realized gains are to be distributed to holders of the Unicoins. The holders of Unicoins will only realize a gain in the event of a liquidity event of such equity positions. Unicoin rights do not represent an equity interest in the Company or any other entity, there are no voting rights granted to the holder of Unicoin rights, the Unicoin rights Certificate currently does not trade on any stock exchange or cryptocurrency exchange platform, and that Unicoins might never be developed or launched and that this investment could result in total loss of invested funds. The Company is offering Unicoin Right Certificates (“Unicoin rights” or “Rights”) 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) thereunder. Each U.S. domiciled investor in Unicoin rights must be an “accredited investor,” as defined in Rule 501 of the Securities Act. To date, the Company has issued 3,087,121,714 Unicoin rights, of which 24,617,195 were given away for no consideration. There are currently 77,036 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 4,845 purchasers worldwide. Of these, 1,412 (1.83% of total holders and 29.14% of purchasers) are accredited and 3,433 (4.46% of holders) are not accredited or were not verified. Of the 4,845 purchasers, 3,433 were not accredited or not verified (70.86%). 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. During the three months ended September 30, 2023 and 2022, the Company issued rights to acquire 81 million 72 million Unicoins 1.7 billion 2.7 billion To date, the Company has begun exploring possible service providers and exchanges which can assist with the tokenization of Unicoins and eventual launch but has not yet begun actual technological development or coding of the tokens. The Company reasonably expects that technical development can happen in a relatively short time, assuming regulatory readiness for launch, and hopes to complete this process by the end of the 2023 calendar year or in the first quarter of 2024. Neither the Unicoin rights nor the tokenized Unicoins will grant any intellectual property rights to holders. As of September 30, 2023 and through the filing date of this Quarterly Report on Form 10-Q, the Company has not developed or 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. As of September 30, 2023 and December 31, 2022 the outstanding financing obligation related to Unicoin rights was $ 55,327 37,462 The fair value measurement of the Unicoin rights financing obligation 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. The following table summarizes the components of the Unicoin rights financing obligation recorded on the Company’s condensed consolidated balance sheet as of September 30, 2023 and December 31, 2022: Schedule of components of the unicoin rights financing obligation Outstanding Unicoin Rights and Nature / Category of September 30, December 31, Unicoin Right Holder Form of Consideration Units Amount Units Amount Sales to Investors Cash and Digital Assets 1,752,500,008 $ 35,229,016 1,532,851,167 $ 23,454,700 Unicoin Inc. Shareholders Non-Cash Dividends 730,522,705 73,052 730,524,705 73,052 Employee, Contractors, Directors Discretionary Compensation 343,740,612 34,375 330,052,274 361,119 Service Providers, Influencers and Employees Services and Employee Labor 213,351,300 15,376,947 197,505,326 11,058,094 Subtotal 3,040,114,625 $ 50,713,390 2,790,933,472 $ 34,946,965 ITSQuest Contingent Divestiture Amendment Contract Amendment 20,000,000 1,780,000 20,000,000 1,780,000 Five-Year Deferred Payment Plan Cash 3,072,974,052 1,040,403 1,630,136,422 297,882 Ten-Year Prepaid Plan Cash 8,175,047 1,793,695 2,131,667 437,000 Total 6,141,263,724 $ 55,327,488 4,443,201,561 $ 37,461,847 Sales to Investors As of September 30, 2023 and December 31, 2022, the Unicoin rights financing obligation associated with sales to Investors amounted to $ 35,229 23,455 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 Unicoin 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 September 30, 2023 and December 31, 2022, the Unicoin rights financing obligation associated non-cash dividend of Unicoin rights amounted to $ 73 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 September 30, 2023 and December 31, 2022, the Unicoin rights financing obligation associated with discretionary payments to employees, contractors and directors amounted to $ 34 361 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 development or 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 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 September 30, 2023 and December 31, 2022, the Unicoin rights financing obligation associated with Unicoin rights issued to service providers, influencers and employees amounted to $ 15,377 11,058 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 up to 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. Because there is a limited history of collections under the deferred payment plan, there are no contracts that have reached default status as of September 30, 2023 and because there is uncertainty regarding payment in the event that Unicoins have not been developed and launched by the time the first annual installments become due, the Company has not recorded a receivable and a corresponding Unicoin rights financing obligation for uncollected amounts. As of September 30, 2023 and December 31, 2022, the Company has recognized an asset and a corresponding Unicoin rights financing obligation of $ 1,040 298 As of September 30, 2023 and December 31, 2022, investors had signed contracts for the purchase of 3.1 billion and 1.6 billion Unicoin rights, respectively, under the five-year deferred payment plan that may lead to proceeds of up to $470,998 thousand and $170,418 thousand, respectively, through the five-year period if the Unicoin is successfully developed and launched and the Company’s deferred payment installment sales are fully executed. Upon receiving the annual payments over the five-year term or upon having sufficient history and other positive information regarding collectability to record accounts or notes receivable for remaining amounts due under the deferred sale arrangements, the Company expects to record cash or notes receivable and a corresponding financing obligation, as it would through Sales to Investors as discussed above, until the point in time that the investment contracts are settled through issuance of Unicoins. The following table summarizes the pledged collateral pursuant to the five-year deferred payment plan as of September 30, 2023 and December 31, 2022: Schedule of pledged collateral Estimated Fair Value of Form of Collateral Received September 30, December 31, Cash $ 1,040,403 $ 297,882 Digital Assets 131,841 94,102 Non-Unicoin Inc. Stock 1,771,180 - Unicoin Inc. Common Stock 4,633,210 1,931,116 Unicoin rights 19,631,505 8,175,000 Real Estate 12,719,514 2,300,000 Total $ 39,927,653 $ 12,798,100 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. As of September 30, 2023 and December 31, 2022, cumulative cash receipts of $ 1,793 437 ITSQuest Contingent Divestiture Amendment In December 2022, the Company issued 20 million Unicoin rights to the previous owners of ITSQuest as part of the consideration given in exchange for amending ITSQuest’s contingent divestiture provision. A total of $ 1,780 Unicoin Rights Issued to Related Parties The following table summarizes Unicoin rights issued to related parties as of September 30, 2023 and December 31, 2022: Schedule of unicoin rights issued to related parties Outstanding Unicoin Rights and September 30, December 31, Nature / Category Relationship Units Amount Units Amount Sales to Investors Officers and Directors 3,000,000 $ 30,000 3,000,000 $ 30,000 Unicoin Inc. Shareholders (Dividends) Officers and Directors 542,425,284 54,243 542,014,208 54,201 Discretionary Awards Officers, Directors & their Families 89,329,000 8,933 83,514,999 453,705 Consideration for Services Officers, Directors & their Families 34,948,251 3,180,914 28,747,043 852,514 ITSQuest Contingent Divestiture Amendment Former Owners of ITSQuest 20,000,000 1,780,000 20,000,000 1,780,000 Five-Year Deferred Payment Plan Officers, Directors & their Families 251,666,500 - - - Total 941,369,035 $ 5,054,090 677,276,250 $ 3,170,420 Other Matters As of September 30, 2023 and December 31, 2022, the Company held $ 577 192 On May 5, 2023, the Company entered into an Asset Swap Agreement with an investor in Thailand, the Company agreed to provide 12.8 million Unicoin rights in exchange for real estate assets located in Thailand, currently owned by the noted investor. On August 7, 2023, the Company entered into an Asset Swap Agreement with Electroquimica Del Neuquen S.A., a mining company in Argentina (the “Argentinian counterpart”), the Company agreed to provide 420 million Unicoin rights in exchange for real estate assets owned by the Argentinian counterpart. Also, on August 31, 2023, the Company entered into an Asset Swap Agreement with Mohammad Al Saeed Adnan, a real estate developer and resident of Thailand, wherein the Company agreed to provide a total of 671,206,755 Unicoin rights (payable in milestones based on development progress) in exchange for real estate assets owned by the Mr. Adnan. |