Black Unicorn Factory Files S-1/A for Direct Nasdaq Listing
| Field | Detail |
|---|---|
| Company | Black Unicorn Factory |
| Form Type | S-1/A |
| Filed Date | Aug 12, 2025 |
| Risk Level | high |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $154, $0, $18 billion, $549,187,272.35, $18 b |
| Sentiment | mixed |
Sentiment: mixed
Topics: Direct Listing, Gig Economy, Equity Crowdsourcing, S-1/A Filing, Nasdaq Capital Markets, Going Concern Risk, Social Media Broadcasting
Related Tickers: BLKS
TL;DR
**Black Unicorn Factory's direct listing is a high-risk, high-reward bet on the future of gig worker equity, but its 'going concern' warning makes it a speculative play.**
AI Summary
Black Unicorn Factory (BUF) filed an S-1/A to clarify its direct listing strategy on the Nasdaq Capital Markets, aiming to provide liquidity for its 77,368,436 existing shares without raising new capital. The company, founded in 2020, reported significant revenue growth from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, primarily from barter and service income. Net income also increased to $73,459,479.47 in 2024 from $52,553,346.99 in 2023. BUF's 'Follow Me for Equity' (FMFE) app has over 12,000 participants, generating 120 million social media touchpoints, with a potential to scale to 1 billion. Despite total assets of $549,187,272.35 as of December 31, 2024, the 2024 audited financial statements note substantial doubt about the company's ability to continue as a going concern without additional funding. Key risks include early-stage uncertainties, market volatility due to the direct listing without an underwriter, and reliance on the passage of the Gig Worker Equity Compensation Act (H.R. 2799) for regulatory flexibility.
Why It Matters
This S-1/A filing is crucial for investors as it outlines Black Unicorn Factory's intent to directly list on Nasdaq, offering liquidity to existing shareholders without a traditional IPO. The company's innovative 'Follow Me for Equity' model, which leverages equity crowdsourcing for gig workers, could disrupt the gig economy, especially if H.R. 2799 passes, potentially setting a new standard for equity compensation. However, the 'going concern' warning in its financials and the absence of an underwriter for price stabilization introduce significant risk, making it a high-stakes play for early investors and a potential bellwether for similar equity-based gig platforms.
Risk Assessment
Risk Level: high — The risk level is high due to the 'substantial doubt about the company's ability to continue as a going concern' noted in the 2024 audited financial statements, indicating significant financial instability. Furthermore, the direct listing involves 'no underwriter to stabilize price,' which could lead to extreme market volatility and price fluctuations, as there is no prior public market for its shares.
Analyst Insight
Investors should approach Black Unicorn Factory with extreme caution, recognizing the high speculative nature of this direct listing. While the company's revenue growth is impressive, the 'going concern' warning and lack of underwriter support for the listing demand thorough due diligence into its long-term financial viability and cash flow management before considering any investment.
Financial Highlights
- debt To Equity
- 0.00
- revenue
- $245,317,104.20
- operating Margin
- N/A
- total Assets
- $549,187,272.35
- total Debt
- $0.00
- net Income
- $73,459,479.47
- eps
- N/A
- gross Margin
- N/A
- cash Position
- $128,314,681.63
- revenue Growth
- +366.1%
Revenue Breakdown
| Segment | Revenue | Growth |
|---|---|---|
| Barter Revenue | $169,400,000.00 | N/A |
| Services Revenue | $75,917,104.20 | N/A |
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| John Stewart | CEO and Chairman | $0 |
Key Numbers
- $245,317,104.20 — Total Income in 2024 (Increased from $52,642,760.00 in 2023, driven by barter and service income.)
- $73,459,479.47 — Net Income in 2024 (Increased from $52,553,346.99 in 2023, reflecting growth in operations.)
- $549,187,272.35 — Total Assets as of Dec 31, 2024 (Significant asset base supporting the company's valuation.)
- 77,368,436 — Common Stock Shares Registered (Existing shares to be listed for trading, no new capital raise.)
- $154 — Proposed Maximum Offering Price Per Unit (Reference valuation per share by a nationally accredited expert.)
- $18 billion — Company Valuation (Assessed by a nationally accredited expert, based on assets and potential reach.)
- 120 million — Current Social Media Touchpoints (Generated by over 12,000 Equity Crowdsourcers, scalable to 1 billion.)
- $128,314,681.63 — Ending Cash Balance as of Dec 31, 2024 (Reflects a net cash increase of $75,117,569.93 from operations and financing.)
- 11.4% — John Stewart's Ownership (Represents 8,818,981 shares of the total 77,368,436 shares.)
- $215,000 — Total Estimated Listing Expenses (Includes legal, accounting, Nasdaq listing, and miscellaneous fees.)
Key Players & Entities
- Black Unicorn Factory (company) — Registrant for S-1/A filing
- Nasdaq Capital Markets (regulator) — Proposed listing exchange
- John Stewart (person) — CEO and Chairman of Black Unicorn Factory, 11.4% owner
- Accountingexecs LLC (company) — Auditor of financial statements
- Hugh D. Kelso III, Esq. (person) — Managing Attorney, H.D. Kelso & Associates, legal counsel
- H.R. 2799 (regulator) — Gig Worker Equity Compensation Act, sent to Senate
- SEC (regulator) — U.S. Securities and Exchange Commission
- Mary Williams (person) — CPA at Accountingexecs LLC
- California (regulator) — State of incorporation
- Colonial (company) — Confirmed 77,368,436 shares in 2025
FAQ
What is Black Unicorn Factory's primary business model?
Black Unicorn Factory operates the 'Follow Me for Equity' (FMFE) app, which transforms the gig worker economy by enabling over 12,000 independent contractors to earn liquid equity, up to $100 per task, for collaborating on social media tasks, generating ad revenue through a Social Media Broadcasting Network.
Why is Black Unicorn Factory pursuing a direct listing instead of an IPO?
Black Unicorn Factory is pursuing a direct listing to provide liquidity for its 77,368,436 existing shareholders without raising new capital. This approach means no new shares are being sold by the company, and no underwriter is involved to stabilize the initial trading price.
What were Black Unicorn Factory's key financial results for 2024?
In 2024, Black Unicorn Factory reported total income of $245,317,104.20, a significant increase from $52,642,760.00 in 2023. Net income for 2024 was $73,459,479.47, and total assets stood at $549,187,272.35 as of December 31, 2024.
What is the 'going concern' risk mentioned in Black Unicorn Factory's filing?
The 2024 audited financial statements for Black Unicorn Factory note 'substantial doubt about the company's ability to continue as a going concern' without additional funding or revenue growth. While management has plans to mitigate this through ad revenue and listing liquidity, success is not assured.
How many shares of Black Unicorn Factory Common Stock are being registered?
Black Unicorn Factory is registering 77,368,436 shares of Common Stock. These are existing shares held by current shareholders, and no new securities are being registered or offered for sale by the company in this direct listing.
Who is John Stewart and what is his role at Black Unicorn Factory?
John Stewart is the CEO and Chairman of Black Unicorn Factory, a position he has held since 2020. He owns 11.4% of the company's shares, approximately 8,818,981 shares, and serves voluntarily without formal compensation, dedicating 90% of his time.
What is the significance of H.R. 2799 for Black Unicorn Factory?
H.R. 2799, the Gig Worker Equity Compensation Act, is significant because its passage could enhance regulatory flexibility under Rule 701, supporting Black Unicorn Factory's model of providing equity compensation to gig workers. The bill was recently sent to the Senate for voting on August 02, 2025.
What are the estimated expenses for Black Unicorn Factory's direct listing?
The total estimated expenses for Black Unicorn Factory's direct listing are $215,000, which include $75,000 for legal fees, $35,000 for accounting fees, $80,000 for Nasdaq listing fees, and $25,000 for miscellaneous costs.
What is Black Unicorn Factory's valuation and how was it determined?
Black Unicorn Factory has a valuation of $18 billion, as assessed by a nationally accredited expert. This valuation is based on the company's asset base of $549,187,272.35 as of December 31, 2024, its revenue growth, and its potential reach of 1 billion social media touchpoints.
What are the transfer restrictions on Black Unicorn Factory's shares?
Black Unicorn Factory's shares are subject to a one-year holding period post-issuance under Regulation CF. Transfers are limited to the company, accredited investors, or registered offerings, in accordance with Rule 501.
Risk Factors
- Going Concern Uncertainty [high — financial]: The 2024 audited financial statements note substantial doubt about the company's ability to continue as a going concern without additional funding. Management's plans to leverage ad revenue and listing liquidity are not assured.
- Direct Listing Volatility [medium — market]: The company is pursuing a direct listing without an underwriter, which introduces market volatility and uncertainty regarding price discovery for its 77,368,436 existing shares.
- Reliance on Gig Worker Legislation [medium — regulatory]: The company's business model and regulatory flexibility may depend on the passage of the Gig Worker Equity Compensation Act (H.R. 2799), which is currently under Senate consideration. Enactment could enhance flexibility under Rule 701.
- Scalability of FMFE App [medium — operational]: While the 'Follow Me for Equity' (FMFE) app has generated 120 million social media touchpoints, its ability to scale to 1 billion touchpoints and manage associated costs remains a risk.
- Valuation and Offering Price [medium — financial]: The proposed maximum offering price per unit is $154, with a company valuation of $18 billion assessed by an expert. The actual market price post-listing could deviate significantly.
- Limited Operating History [low — financial]: Founded in 2020, the company has a limited operating history, making future performance projections inherently uncertain and subject to early-stage business risks.
Industry Context
Black Unicorn Factory operates in the burgeoning digital marketing and social media engagement space, leveraging unique barter and service-based revenue models. The company aims to disrupt traditional equity compensation for gig workers, an area seeing increasing regulatory attention. Its 'Follow Me for Equity' app taps into the creator economy, seeking to scale user engagement significantly.
Regulatory Implications
The company's reliance on the potential passage of the Gig Worker Equity Compensation Act (H.R. 2799) presents a significant regulatory risk. While the direct listing avoids traditional underwriter regulations, the company must still comply with Nasdaq listing standards and SEC reporting requirements.
What Investors Should Do
- Monitor the outcome of the Gig Worker Equity Compensation Act (H.R. 2799).
- Assess the volatility and price discovery during the direct listing.
- Evaluate the sustainability of the barter and service revenue model.
- Consider the 'going concern' note from the auditor.
Key Dates
- 2020-01-01: Company Founded — Marks the inception of Black Unicorn Factory and its business model.
- 2023-12-31: End of Fiscal Year 2023 — Reported total income of $52,642,760.00 and net income of $52,553,346.99.
- 2024-12-31: End of Fiscal Year 2024 — Reported total income of $245,317,104.20 and net income of $73,459,479.47. Total assets reached $549,187,272.35.
- N/A: S-1/A Filing — Clarifies direct listing strategy and provides updated financial information for potential investors.
- N/A: Proposed Direct Listing on Nasdaq — Aims to provide liquidity for existing shares without raising new capital.
Glossary
- Direct Listing
- A method for a company to list its shares on a stock exchange without the traditional process of hiring underwriters to sell new shares to the public. Existing shareholders can sell their shares directly. (BUF is using this strategy to provide liquidity for its 77,368,436 existing shares without raising new capital.)
- S-1/A
- An amended registration statement filed with the SEC. It's used to correct or update information previously filed in an S-1 form before an IPO or other public offering. (This filing clarifies BUF's direct listing strategy and provides updated financial details.)
- Going Concern
- An accounting term indicating that a company is expected to remain in business for the foreseeable future. A 'substantial doubt' means there's significant uncertainty. (The auditor's note of substantial doubt highlights financial risks for BUF, despite management's plans.)
- Barter Revenue
- Revenue generated from the exchange of goods or services for other goods or services, rather than for cash. (This is a significant component of BUF's revenue, amounting to $169,400,000.00 in 2024.)
- Follow Me for Equity (FMFE)
- BUF's app that aims to generate social media touchpoints and potentially convert participants into equity holders. (The app has over 12,000 participants and generated 120 million social media touchpoints, indicating its current reach and potential for growth.)
- Gig Worker Equity Compensation Act (H.R. 2799)
- Proposed legislation that could provide regulatory flexibility for gig workers, potentially impacting how companies like BUF offer equity compensation. (BUF's business model may benefit from the passage of this act, enhancing its operational flexibility.)
- Barter Dollars
- A non-cash asset representing the value of goods or services exchanged in a barter transaction, recorded on the balance sheet. (These are listed as a significant current asset ($129,726,585.00), reflecting the company's unique revenue model.)
Year-Over-Year Comparison
The S-1/A filing shows a dramatic increase in revenue, from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, a growth of over 366%. Net income also saw a substantial rise from $52,553,346.99 to $73,459,479.47. While expenses increased, they grew at a much slower rate than revenue, leading to improved profitability. A key new risk highlighted is the substantial doubt about the company's ability to continue as a going concern, a critical point not emphasized in previous discussions.
Filing Stats: 3,006 words · 12 min read · ~10 pages · Grade level 13.6 · Accepted 2025-08-12 17:28:21
Key Financial Figures
- $154 — ration Fee Common Stock 77,368,436 $154 Not applicable (direct listing) $0 (
- $0 — $154 Not applicable (direct listing) $0 (no fee for direct listing) The regist
- $18 billion — ver 12,000 participants, a valuation of $18 billion by a nationally accredited expert, and
- $549,187,272.35 — accredited expert, and total assets of $549,187,272.35 as of December 31, 2024, the company ai
- $18 b — edited expert. This valuation, totaling $18 billion, is based on the company's asset
- $100 — The FMFE app offers liquid equity—up to $100 per task—positioning it as a leader in
- $549,187,272 — n August 02, 2025. With total assets of $549,187,272.35, $645 million raised in prior rounds
- $645 million — . With total assets of $549,187,272.35, $645 million raised in prior rounds, and 13,100 shar
- $52,642,760.00 — financials reflect revenue growth from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, dri
- $245,317,104.20 — e growth from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, driven by barter and service i
- $73,459,479.47 — and service income. Net income rose to $73,459,479.47 from $52,553,346.99, though expenses in
- $52,553,346 — Net income rose to $73,459,479.47 from $52,553,346.99, though expenses increased to $2,457
- $2,457,624.73 — 53,346.99, though expenses increased to $2,457,624.73. This growth stems from the Social Medi
- $128,314,681 — nd Capital Resources: Cash increased to $128,314,681.63, supported by $74,878,380.38 from op
- $74,878,380.38 — reased to $128,314,681.63, supported by $74,878,380.38 from operations, though investing activ
Filing Documents
- buf-20241231_s1z.htm (S-1/A) — 50KB
- buf_ex3z1.htm (EX-3.1) — 1KB
- buf_ex3z2.htm (EX-3.2) — 17KB
- buf_ex4z1.htm (EX-4.1) — 1KB
- buf_ex5z1.htm (EX-5.1) — 11KB
- buf_ex23z1.htm (EX-23.1) — 70KB
- buf_ex23z2.htm (EX-23.2) — 81KB
- buf_ex107.htm (EX-FILING FEES) — 3KB
- bufex3z1_1.jpg (GRAPHIC) — 478KB
- bufex3z1_2.jpg (GRAPHIC) — 528KB
- bufex4z1_1.jpg (GRAPHIC) — 706KB
- bufex5z1_1.jpg (GRAPHIC) — 40KB
- bufex23z1_1.jpg (GRAPHIC) — 43KB
- bufex23z1_2.jpg (GRAPHIC) — 4KB
- bufex23z2_1.jpg (GRAPHIC) — 29KB
- bufex23z2_2.jpg (GRAPHIC) — 3KB
- 0001096906-25-001284.txt ( ) — 2893KB
- buf-20241231_def.xml (EX-101.DEF) — 2KB
- buf-20241231_lab.xml (EX-101.LAB) — 12KB
- buf-20241231_pre.xml (EX-101.PRE) — 8KB
- buf-20241231.xsd (EX-101.SCH) — 2KB
- buf-20241231_s1z_htm.xml (XML) — 3KB
- INFORMATION REQUIRED IN PROSPECTUS
Part I - INFORMATION REQUIRED IN PROSPECTUS 3 Cover Page 4 Prospectus Summary 5
Use of Proceeds
Use of Proceeds 6 Determination of Offering Price 7
Dilution
Dilution 7 Selling Securityholders 8 Plan of Distribution 8
Description of Securities to be Registered
Description of Securities to be Registered 9 Interest of Named Experts and Counsel 9 Information with Respect to the Registrant 9
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations 12
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 13 Directors and Executive Officers 13
Executive Compensation
Executive Compensation 13 Certain Relationships and Related Transactions 4 14
Legal Proceedings
Legal Proceedings 14 Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters 14
Financial Statements and Supplementary Data
Financial Statements and Supplementary Data 18 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18 Defaults Upon Senior Securities 18 Mine Safety Disclosure 18 Other Information 18 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 19
- Information Not Required in Prospectus
Part II - Information Not Required in Prospectus 19 Other Expenses of Issuance and Distribution 19 Indemnification of Directors and Officers 20 Recent Sales of Unregistered Securities 20 Exhibits 20 Undertakings 21
- INFORMATION REQUIRED IN PROSPECTUS
PART I - INFORMATION REQUIRED IN PROSPECTUS COVER PAGE (Page 3) Black Unicorn Factory is filing this Registration Statement on Form S-1 in connection with a proposed direct listing of its Common Stock on the Nasdaq Capital Markets under the Market Value Listing Standard, with no capital raise intended. The company believes it may qualify for this listing standard, subject to Nasdaq and SEC review, but no assurance can be provided regarding approval. This is not an offer to sell new securities; all 77,368,436 shares have been previously sold to existing shareholders. The information in this prospectus is for Nasdaq filing purposes to inform the market and may be changed. This prospectus is included in the Registration Statement that Black Unicorn Factory has filed with the U.S. Securities and Exchange Commission (SEC). Date: Tuesday, August 05, 2025 (12:30 PM PDT) PROSPECTUS SUMMARY (Page 4) Black Unicorn Factory, a California corporation founded on July 12, 2020, is working to transform the gig workers economy through its Follow Me for Equity (FMFE) app, a platform that leverages equity crowdsourcing to build a Social Media Broadcasting Network of Equity Crowdsourcers. With over 12,000 participants, a valuation of $18 billion by a nationally accredited expert, and total assets of $549,187,272.35 as of December 31, 2024, the company aims to provide liquidity for existing shareholders holding 77,368,436 shares through a proposed direct listing on Nasdaq. The company's reach of 120 million touchpoints, scalable to 1 billion, aligns with emerging trends in equity compensation, including the Gig Worker Equity Compensation Act (H.R. 2799), recently sent to the Senate for voting on August 02, 2025. Headquartered at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, BUF seeks to redefine wealth-building through collaborative efforts. RISK FACTORS (Page 5) Early-Stage Risks: As an early-stage company with a limited operating history, Black Unicorn Facto
DESCRIPTION OF SECURITIES TO BE REGISTERED (Page 8)
DESCRIPTION OF SECURITIES TO BE REGISTERED (Page 8) Common Stock: Each share carries one vote per share on all matters submitted to shareholders. No dividends are currently planned, and shares rank junior to any future debt in liquidation. As of today, 77,368,436 shares are outstanding, with a fair value of $154 per share per internal valuation. All shares are registered for potential trading. Transfer Restrictions: Shares are subject to a one-year holding period post-issuance under Regulation CF, with transfers limited to the company, accredited investors, or registered offerings, per Rule 501. INTEREST OF NAMED EXPERTS AND COUNSEL (Page 9) The financial statements have been audited by Accountingexecs LLC, 311 Elm Street Ste 270, Cincinnati, OH, USA, contact Mary Williams (CPA), (774) 322-1209. Legal opinions will be provided by Hugh D. Kelso III, Esq., Managing Attorney, H.D. Kelso & Associates. INFORMATION WITH RESPECT TO THE REGISTRANT BUSINESS (Page 9) Black Unicorn Factory (the "Company"), headquartered at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, is pioneering a transformation of the gig workers economy through its Follow Me for Equity (FMFE) app. Founded on July 12, 2020, the company empowers over 12,000 independent contractors—Equity Crowdsourcers—to collaborate on tasks, such as following the company across 25 social media platforms, each with an average following of 400 individuals. This generates a current reach of 120 million touchpoints, with potential to scale to 1 billion, unlocking ad revenue through targeted advertising, sponsored content, and brand collaborations. The FMFE app offers liquid equity—up to $100 per task—positioning it as a leader in equity compensation, a trend supported by the recent Senate consideration of H.R. 2799 (Gig Worker Equity Compensation Act) on August 02, 2025. With total assets of $549,187,272.35, $645 million raised in prior rounds, and 13,100 shareholders, the company's $18 billion valua
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Page 11)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Page 11) Overview: The company's financials reflect revenue growth from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, driven by barter and service income. Net income rose to $73,459,479.47 from $52,553,346.99, though expenses increased to $2,457,624.73. This growth stems from the Social Media Broadcasting Network's expanding reach, with 120 million touchpoints generating ad revenue potential. Liquidity and Capital Resources: Cash increased to $128,314,681.63, supported by $74,878,380.38 from operations, though investing activities used $23,901,236.00. The company relies on existing assets and equity, with no debt, to fund its proposed direct listing under the Nasdaq Capital Markets Market Value Listing Standard, for which it believes it may qualify pending review. Going Concern: The 2024 audit notes substantial doubt, mitigated by management's plan to leverage ad revenue and listing liquidity, though success is not assured. Trends: Growth in Equity Crowdsourcers and touchpoints suggests potential, but scalability costs remain a risk. The company aims to influence the gig workers economy, with equity compensation gaining traction, notably through H.R. 2799's recent Senate consideration, which could enhance flexibility under Rule 701 if enacted. PROPERTIES (Page 12) The company operates from its headquarters at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, under a lease agreement. No other significant properties are owned or leased.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Page 12)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Page 12) John Stewart: 11.4% (8,818,981 shares of 77,368,436 total). Other Shareholders: 13,100 total, with no other individual exceeding 5%. DIRECTORS AND EXECUTIVE OFFICERS (Page 13) John Stewart: CEO and Chairman since 2020, with 30+ years of entrepreneurial experience in technology and capital markets.
EXECUTIVE COMPENSATION (Page 13)
EXECUTIVE COMPENSATION (Page 13) No formal compensation is paid to John Stewart, who serves voluntarily, dedicating 90% of his time. Future plans may include equity-based incentives. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Page 13) No material related-party transactions beyond owner adjustments ($93,582.46 in 2024). 9 LEGAL PROCEEDINGS (Page 14) No pending or threatened litigation. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (Page 14) No public market exists; the proposed direct listing will establish the initial price under the symbol BLKS, with a reference valuation of $154 per share. No dividends are planned.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Page 14)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Page 14) Balance Sheet (Audited, December 31, 2024) Total Assets: $549,187,272.35 Current Assets: $350,665.47 (Bank Accounts), $398,775.88 (Accounts Receivable), $548,438,831.00 (Other Current Assets including $129,726,585.00 in Barter Dollars and $167,706,000.00 in Prepaid Expense) Total Liabilities: $153,796.00 Total Equity: $549,033,476.35 (Additional Paid-In Capital $420,402,875.00, Retained Earnings $54,008,748.99, Net Income $73,459,479.47) Total Income: $245,317,104.20 (Barter Revenue $169,400,000.00, Services Revenue $75,917,104.20) Total Expenses: $2,457,624.73 Net Income: $73,459,479.47 Cash Flow Statement (Audited, December 31, 2024) Net Cash Provided by Operating Activities: $74,878,380.38 Net Cash Used in Investing Activities: -$23,901,236.00 Net Cash Provided by Financing Activities: $24,140,425.55 Net Cash Increase: $75,117,569.93 Ending Cash Balance: $128,314,681.63
Notes to Financial Statements (Audited, December 31, 2024)
Notes to Financial Statements (Audited, December 31, 2024) Overview: Focuses on empowering underserved entrepreneurs with a pre-IPO program, using GAAP for small- and medium-sized entities. Going Concern: Management believes the company can continue operations, though substantial doubt remains without additional funding. Significant Policies: Includes cash management, revenue recognition (barter and services), and treatment of Barter Dollars as non-cash assets. Shareholder Equity: Reflects 77,368,436 shares, all Restricted under SEC Rule 144, with a fair value of $154 per share. Auditor: Accountingexecs LLC, 311 Elm Street Ste 270, Cincinnati, OH, USA, contact Mary Williams (CPA), (774) 322-1209. 10 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE (Page 18) None. DEFAULTS UPON SENIOR SECURITIES (Page 18) None, as no senior securities exist. MINE SAFETY DISCLOSURE (Page 18) Not applicable. OTHER INFORMATION (Page 18) No additional material information. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES (Page 18) The company may indemnify directors and officers under California law for expenses like attorney's fees, unless gross negligence or willful misconduct is found, subject to court approval. 11
- INFORMATION NOT REQUIRED IN PROSPECTUS
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (Page 19) Legal Fees: $75,000 Accounting Fees: $35,000 NASDAQ Listing Fees: $80,000 Miscellaneous: $25,000 Total: $215,000 INDEMNIFICATION OF DIRECTORS AND OFFICERS (Page 19) Indemnification is authorized under California law for directors and officers against expenses, judgments, and fines, unless gross negligence or willful misconduct is adjudged, per a court of competent jurisdiction. RECENT SALES OF UNREGISTERED SECURITIES (Page 20) 2020-2021: 45,579,176 shares issued to initial investors. 2022-2024: 7,098,998 shares via Transfer Online. 2024: 12,100 shares via Follow Me for Equity App. 2025: 77,368,436 shares confirmed with Colonial. All exempt under Rule 701 or Regulation CF. EXHIBITS (Page 20) Exhibit 3.1: Articles of Incorporation Exhibit 3.2: Bylaws Exhibit 4.1: Specimen common stock certificate Exhibit 5.1: Legal opinion re: legality of the shares Exhibit 23.1: Audited Financial statements 2023 Exhibit 23.2: Audited Financial statements 2024 Exhibit 107: Ex-Filing Fees UNDERTAKINGS (Page 20) The undersigned registrant undertakes to: File any required post-effective amendments. Provide updated information to the SEC as needed. Respond to SEC requests for additional information. 12 SIGNATURES (Page 21) Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 05, 2025. Black Unicorn Factory By: /s/ John Stewart John Stewart CEO Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: /s/ John Stewart John Stewart CEO and Director Date: August 05, 2025 13