UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(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, ~~2023~~2024

☐ 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 000-54995

I-ON DIGITAL CORP.

(Exact name of registrant as specified in its charter)

(formerly known as I-ON Communications Corp.)

Delaware

46-3031328

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification Number)

1244 N. Stone Street, Unit #3, Chicago, IL		60610
(Address of Principal Executive Offices)		(Zip Code)

(866) 440-2278

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		IONI		OTC Markets LLC

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

None

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IONI

OTC Markets LLC

Indicate by 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 15(d) of the Exchange 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 Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7762(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

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, ~~2023~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $~~8.1~~27,410,234 ~~million~~ based on the closing sales price of $0.~~296~~ 535 on the OTC Markets. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

As of ~~June~~April 69, ~~2024~~2025, there were 2731,~~410~~106,234 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		Page	~~Page~~
PART I
Item 1.	Business	4	4
Item 1A.	Risk Factors	8	7
Item 1B.	Unresolved Staff Comments	15	14
Item 2.	Properties	16	15
Item 3.	Legal Proceedings	16	15
Item 4.	Mine Safety Disclosures	16	15
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16	15
Item 6.	Selected Financial Data	18	17
Item 7.	Management’s Discussion and Analysis of Plan of Operation and Results of Operations	18	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19	18
Item 8.	Financial Statements and Supplementary Data	20	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38	35
Item 9A.	Controls and Procedures	38	35
Item 9B.	Other Information	39	36
PART III
Item 10.	Directors, Executive Officers, Promoters and Corporate Governance.	39	36
Item 11.	Executive Compensation	40	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41	38
Item 13.	Certain Relationships and Related Transactions and Director Independence	43	39
Item 14.	Principal Accountant Fees and Services	44	39
PART IV
Item 15.	Exhibits, Financial Statement Schedules	45	40
SIGNATURES		47	42

PART I

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the information incorporated herein by reference contain forward-looking statements that involve a number of risks and uncertainties, many of which are beyond our control. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.”

In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements include, but are not limited to, statements under the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other sections in this Annual Report on Form 10-K. We discuss many of the risks associated with the forward-looking statements in this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should be aware that the occurrence of any of the events discussed under the caption “Risk Factors” and elsewhere in this report could substantially harm our business, results of operations and financial condition and that if any of these events occurs, the trading price of our common stock could decline and you could lose all or a part of the value of your shares of our common stock.

The cautionary statements made in this report are intended to be applicable to all related forward-looking statements wherever they may appear in this Annual Report on Form 10-K. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, we assume no obligation to update our forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.

This Annual Report on Form 10-K also contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. As used in this Annual Report on Form 10-K, unless the context indicates or otherwise requires, “I-ON,” “our company,” “the Company,” “we,” “us,” and “our” refer to I-ON Digital Corp., a Delaware corporation.

You should read the following together with the more detailed information regarding our company, our common stock and our financial statements and notes to those statements appearing elsewhere in this report or incorporated by reference. The SEC allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this report.

Item 1. Business.

About I-ON

I-ON is a leading-edge developer and provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, ~~and~~ and institutional-grade digital asset ecosystem. ~~that~~We ~~digitizes~~specialize in digitizing documentary evidence of ownership, ~~in accordance with a rigorous onboarding and acceptance process,~~ into secure, asset-backed digital certificates, ~~that~~thus ~~bring~~bringing liquidity and ~~accepted~~recognized value to a ~~wide-~~diverse array of asset classes. Our cutting-edge technology includes a hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management, inclusive of artificial intelligence (“AI”) technologies. This system enables the digitization of ownership instruments and records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate value transfer through innovative asset-backed financial instruments.

~~I-ON~~Strategy develops, acquires, and deploys a portfolio of novel and patented next-generation technologies that have been integrated and engineered into a comprehensive ecosystem built on a zero-trust, hybrid blockchain architecture that utilizes state-of-the-art smart contracts and sophisticated workflow management and artificial intelligence-enabled technologies to digitize ownership records of recoverable gold, precious metal, and mineral reserves into digital certificates that facilitate wealth transfer through new asset-backed financial instruments and asset classes that provide reserve owners and investors a new channel to maximize portfolio liquidity.Overview

~~Strategy~~In ~~Overview~~2023, I-ON continued to expand its market presence and product offerings. We notably acquired Orebits’ gold digitization patent and patent-pending portfolio, trademarks, brand marks, and core intellectual property. This acquisition has allowed us to enhance our capabilities and broaden our service offerings, particularly through a new SaaS platform designed as a “digital front-end” for banks, broker-dealers, and other financial intermediaries. This platform supports the receipt, management, and reporting of digital assets, reinforcing our commitment to innovation in the banking, financial technology, and mineral asset industries.

In ~~2023~~ 2024, I-ON ~~continued~~ worked to ~~navigate~~further ~~the~~its ~~challenging~~innovation ~~but~~in ~~evolving~~ digital asset ~~landscape,~~management ~~achieving~~in ~~strategic~~new ~~milestones~~geographic ~~while~~markets ~~maintaining a focus on innovation~~ and ~~operational efficiency~~sectors. WeThese ~~successfully~~initiatives ~~integrated~~are ~~key~~expected ~~acquisitions,~~to ~~expanded~~drive our revenue ~~technological~~growth ~~infrastructure,~~ and ~~made~~diversify ~~significant~~income ~~strides~~streams inover ~~our~~the ~~digital~~long ~~asset management solutions~~term. ~~Financially~~Additionally, we ~~sustained~~continued ~~stable~~our ~~growth~~efforts into ~~revenue~~improve ~~streams~~operational ~~and~~efficiencies ~~managed~~through ~~operational~~strategic ~~costs~~investments ~~effectively,~~in ~~despite~~AI ~~ongoing market volatilities and regulatory complexities~~technologies.

~~For 2024,~~Products ~~I-ON is poised to further our innovation in digital asset management, with plans to expand our offerings in new geographic markets~~ and sectors. These initiatives are expected to drive our revenue growth and diversify our income streams. Additionally, we plan to enhance our customer service capabilities to support our expanding client base and improve operational efficiencies through strategic investments in AI technologies.Services

~~Products~~Secure and Transparent Ecosystem – I-ON’s solutions are engineered to support a secure, transparent, institutional-level ecosystem employing advanced smart contract and ~~Services~~blockchain technologies to identify, secure and perfect evidence of ownership, Proof-of-Reserves (“POR”), ensure compliant digital asset capture, usage, transaction settlement and reporting across all relevant channels.

~~Secure~~Proprietary ~~and~~Hybrid ~~Transparent~~Blockchain ~~Ecosystem~~Technology – ~~I-ON’s~~Deploying ~~solutions~~proprietary ~~are~~technology, ~~engineered~~in toaccordance ~~support~~with arigorous ~~secure~~onboarding, ~~transparent,~~asset ~~institutional-level~~acceptance ~~ecosystem~~and ~~employing~~management ~~advanced~~protocols, ~~smart~~the ~~contract~~Company ~~and~~further employs unique hybrid blockchain ~~technologies~~technology to ~~identify,~~ensure ~~secure~~the ~~and~~integrity ~~perfect~~of ~~evidence~~its ofhighly ~~ownership,~~secure ~~Proof-of-Reserves~~and ~~(“POR”),~~efficient ~~ensuring~~asset-backed ~~compliant~~ digital ~~asset~~certificates ~~capture,~~that ~~usage,~~are ~~transaction~~designed ~~settlement~~to enhance investor and ~~reporting~~institutional ~~across~~value ~~all~~and ~~relevant~~bring ~~channels~~liquidity to a wide-array of asset classes.

~~Proprietary~~Continuous Technological ~~Hybrid~~Innovation ~~Blockchain~~– ~~Technology~~I-ON –will ~~Deploying~~continue ~~proprietary~~to ~~technology~~develop, inacquire ~~accordance~~and ~~with~~deploy ~~rigorous~~a ~~onboarding,~~portfolio ~~asset~~of ~~acceptance~~novel and ~~management~~, ~~protocols~~where applicable, ~~the~~patented ~~Company~~next-generation technologies ~~further~~that ~~employs~~can ~~unique~~be integrated and engineered as part of a comprehensive ecosystem built on zero-trust protocols and hybrid blockchain architecture. ~~technology~~I-ON is further committed to ~~ensure~~utilizing state-of-the-art ~~integrity~~workflow management technologies to build on a legacy of ~~its~~digitizing ownership ~~highly~~records, ~~secure~~deeds and instrumentation, specifically tied to proven and recoverable gold, precious metals and mineral reserves, ~~efficient~~into ~~asset-backed~~compliant digital tokens or certificates ~~that~~which are designed to ~~enhance~~facilitate ~~investor~~value ~~and~~transfer ~~institutional~~through ~~value~~an ever-increasing level of marketplace acceptance and ~~bring~~enhanced ~~liquidity~~fluidity toassociated awith ~~wide-array~~ this new class of asset-backed ~~classes~~financial instrumentation.

~~Continuous~~Commitment to ~~Technological~~Industry ~~Innovation~~Leadership and Data Security – I-ON ~~will~~is ~~continue~~fundamentally toa ~~develop,~~technology ~~acquire~~company ~~and~~that ~~deploy~~is acommitted ~~portfolio~~to ~~of novel and~~innovation, ~~where applicable, patented~~efficiency ~~next-generation technologies that can be integrated~~ and ~~engineered~~improvement asin ~~part~~how ofwe amanage, ~~comprehensive~~deploy ~~ecosystem~~and ~~built~~interact onwith ~~zero-trust~~sensitive ~~protocols and~~financial ~~hybrid blockchain architecture~~data. I-ON is ~~further~~helping ~~committed~~change ~~to utilizing state-of-~~the~~-art~~ ~~workflow~~manner ~~management~~in ~~technologies~~which towe ~~build~~use onidentity, ~~a legacy of digitizing ownership records~~consent, ~~deeds~~ and ~~instrumentation,~~data ~~specifically~~security ~~tied~~in tothe ~~proven~~banking, ~~and~~financial ~~recoverable gold~~services, ~~precious~~payments ~~metals~~ and ~~mineral~~data ~~reserves,~~management ~~into~~industries ~~compliant~~– ~~digital tokens or certificates are designed to facilitate wealth transfer~~ through anthe ~~ever-increasing~~thoughtful ~~level~~application of ~~marketplace~~advanced ~~acceptance~~blockchain, ~~and~~smart ~~enhanced~~contract ~~fluidity~~and ~~associated~~AI ~~with~~enabled ~~this new class of asset-backed~~ financial ~~instrumentation~~technologies.

~~Commitment to~~Strategic ~~Industry Leadership~~ Partnerships and ~~Data~~Market ~~Security~~Expansion – ~~I-ON~~The isCompany’s ~~fundamentally~~targeted achannels ~~technology~~for ~~company~~value ~~that~~creation isinclude ~~committed to innovation~~licensing, ~~efficiency~~ usage and ~~improvement~~service infees ~~how~~associated with weasset ~~manage~~digitization, ~~deploy~~escrow and ~~interact~~custodial ~~with~~services, ~~sensitive~~transactional ~~financial~~capture, ~~data.~~and ~~I-ON~~the isgreater ~~helping~~licensing ~~change~~of the ~~manner~~Company’s ~~in which we use~~growing ~~identity,~~intellectual ~~consent,~~property ~~and~~portfolio. ~~data~~This ~~security~~portfolio inis ~~the~~strategically ~~banking,~~designed ~~financial~~for ~~services,~~further ~~payments~~use and ~~data~~deployment ~~management~~by ~~industries~~recognized –and ~~through~~equally ~~the~~reputable ~~thoughtful~~institutional ~~application~~organizations ofin ~~advanced~~the ~~blockchain~~banking, ~~smart~~financial ~~contract~~services, and ~~artificial~~information ~~intelligence~~technology ~~(“AI”) enabled financial technologies~~marketplaces.

Strategic Partnerships and Market Expansion – The Company’s targeted channels for value creation include licensing, usage and service fees associated with asset digitization, escrow and custodial services, transactional capture, and the greater licensing of the Company’s growing intellectual property portfolio. This portfolio is strategically designed for further use and deployment by recognized and equally reputable institutional organizations in the banking, financial services, and information technology marketplaces.4

4Strategic Partnerships and Market Expansion – The Company’s further goal is to help create a secure, digital world where data is used responsibly and without compromising individual or organizational privacy. To advance this goal, I-ON has established strategic partnerships with industry leading companies to optimize its digitized asset ecosystem.

~~Strategic~~Emerging Leadership ~~Partnerships~~in ~~and~~Digital ~~Market~~Identity ~~Expansion~~Management – ~~The~~By ~~Company´s~~means ~~further~~of ~~goal~~unique istechnology topartnerships, ~~help~~cutting-edge ~~create~~technology ~~a secure~~solutions, ~~digital~~and ~~world~~a ~~where~~commitment to protecting user-based data privacy, I-ON is ~~used~~ ~~responsibly~~looking ~~and~~to ~~without~~become ~~compromising~~an ~~individual~~emerging orindustry ~~organizational~~leader ~~privacy.~~in Toproviding ~~advance~~secure-identity ~~this~~digital ~~goal,~~management solutions ~~I-ON~~for ~~has~~its ~~established~~partnering ~~strategic partnerships~~banks, ~~with~~financial ~~industry~~institutions ~~leading~~and ~~companies~~financial totechnology ~~optimize~~providers ~~its~~having ~~digitized~~both ~~asset~~US ~~ecosystem~~and international reach.

~~Emerging Leadership~~Competition in Digital Identity Management – By means of unique technology partnerships, cutting-edge technology solutions, and a commitment to protecting user-based data privacy, I-ON is looking to become an emerging industry leader in providing secure-identity digital management solutions for its partnering banks, financial institutions and financial technology providers having both US and global reach.

~~Competition~~The Company competes with a range of U.S. and global based digital solutions providers, many of which have greater name recognition and financial resources than the Company. The digitization of products and services is becoming increasingly transformative across the U.S. and global business sectors. The Company anticipates that, as the range of existing and potential digital products and service providers continues to grow, it will require I-ON to continuously differentiate itself by developing and improving on its core business platforms.

~~The Company~~Research ~~competes with a range of U.S.~~ and ~~global~~Development based digital solutions providers, many of which have greater name recognition and financial resources than the Company. The digitization of products and services is becoming increasingly transformative across U.S. and global business sectors, the Company anticipates that, as the range of existing and potential digital product and service providers continues to grow, it will require I-ON to continuously differentiate itself by developing and improving on its core business platforms.

~~Research~~Given the very nature of the Company’s underlying information technology platform, inclusive of hybrid blockchain and ~~Development~~related digital asset workflow platforms, we place a high degree of focus and emphasis on developing new and increasingly effective technological capabilities. This is particularly important as new regulatory standards for digital asset movement, acceptance, capture, POR, custody, settlement and reporting continue to evolve, with purveyors, institutions and individuals, adapting to new and ever-expanding guidelines that govern the use or deployment of digital asset management. The Company will continue to partner with strategic service providers that meet the highest standards of integrity, expertise and capacity in the development of the Company’s specialized product and services offerings.

~~Given the~~Sales ~~very nature of the Company’s underlying IT platform, inclusive of Hybrid Blockchain~~ and related Digital Asset Workflow platforms, we place a high degree of focus and emphasis on continuing the development of new and increasingly effective technological means. This is particularly important as new regulatory standards for digital asset movement, acceptance, capture, POR, custody, settlement and reporting continue to evolve, with purveyors, institutions and, ultimately speaking, individuals, by necessity, adapting to new and ever-expanding guidelines that govern the use or deployment of digital asset. The Company will continue to partner with strategic service providers that meet the highest standards of integrity, expertise and capacity in the development of the Company’s specialized product and services offerings.Marketing

Our Sales and Marketing strategy is designed with two primary groups in mind. The first group consists of claim holders who possess validated rights to proven gold reserves—gold that has been both discovered and is economically feasible to mine—and are interested in creating digital assets that serve as placeholders or representations of their ownership. These digital assets are intended for buying, selling, trading, or using as collateral (hypothecation).

~~Our Sales and Marketing strategy is designed with two primary groups in mind.~~ The ~~first~~second group ~~consists~~includes ~~of claim holders who possess validated~~institutional ~~rights~~entities toor ~~proven~~high ~~gold~~net ~~reserves—gold~~worth ~~that~~investors ~~has~~within ~~been~~the ~~both~~banking ~~discovered~~ and isfinancial ~~economically~~services ~~feasible~~sector, towho ~~mine—and~~have ~~are~~an ~~interested~~ interest in ~~creating~~acquiring a gold-backed digital ~~assets~~asset ~~that~~for ~~serve~~deployment ~~as placeholders~~ or ~~representations~~use ofwithin their ~~ownership.~~respective ~~These~~investment ~~digital~~management ~~assets are intended for buying, selling, trading, or using as collateral (hypothecation)~~portfolios.

~~The second~~At ~~group~~this ~~includes~~early ~~institutional~~stage, ~~entities~~our ormarketing strategy ~~high~~is ~~net~~focused ~~worth~~on ~~investors~~building ~~within~~awareness ~~the~~of ~~banking~~our products and ~~financial~~ services ~~sector~~through content marketing, ~~who~~targeted ~~have~~audience ansegmentation, and ~~interest~~educational ininitiatives ~~acquiring~~via digital marketing and social media development. In targeting our audience, we place a ~~gold-backed~~strong ~~digital~~emphasis ~~asset~~on ~~for~~reaching institutional ~~deployment~~clients, orcrafting ~~use~~messages ~~within~~that ~~their~~highlight ~~respective~~transparency, ~~investment~~trust, ~~management~~and ~~portfolios~~the high level of service they expect.

~~At this~~Market ~~early stage, our marketing strategy is focused on building awareness of our products~~ and ~~services~~Industry ~~through~~Analysis content marketing, targeted audience segmentation, and educational initiatives via digital marketing and social media content development. In targeting our audience, we place a strong emphasis on reaching institutional clients, crafting messages that highlight transparency, trust, and the high level of service they expect.

~~Market~~In 2023, the digital asset industry continued to experience significant growth, driven by increased institutional acceptance and ~~Industry~~technological ~~Analysis~~advancements. I-ON has strategically positioned itself at the forefront of this expanding market through key acquisitions and technological development, particularly in the gold-backed digital securities sector.

~~In 2023,~~Our ~~the~~acquisition ~~digital~~of ~~asset~~Orebits ~~industry~~Corp. and ~~continued~~its toinnovative ~~experience~~technologies ~~significant~~has ~~growth~~strengthened our competitive position, ~~driven~~allowing byus ~~increased~~to ~~institutional~~offer ~~acceptance~~unique asset digitization and ~~technological~~securitization ~~advancements~~solutions that are distinct in the marketplace. ~~I-ON~~This ~~has~~strategic ~~strategically~~move ~~positioned~~not ~~itself~~only atenhances ~~the~~our ~~forefront~~product ofofferings ~~this~~but ~~expanding~~also ~~market~~broadens ~~through~~our ~~key~~appeal in ~~acquisitions~~the ~~and~~financial technology ~~development~~ and banking sectors, ~~particularly~~where indemand ~~the~~for ~~gold-backed~~robust, secure digital ~~securities~~asset ~~sector~~management solutions is increasing.

~~Our~~Technological advancements such ~~acquisition~~as ofour ~~Orebits~~enhanced ~~Corp.~~SaaS platform and ~~its~~next-generation ~~innovative~~blockchain ~~technologies~~integration ~~has~~cater ~~strengthened~~directly ~~our~~to ~~competitive~~the ~~position,~~needs ~~allowing~~of usbanks toand ~~offer~~financial ~~unique asset~~intermediaries, ~~digitization~~offering ~~and~~them ~~securitization~~unprecedented ~~solutions~~security ~~that~~and ~~are~~efficiency ~~distinct~~ in ~~the~~digital ~~marketplace~~transactions. ~~This~~These ~~strategic~~advancements ~~move~~are ~~not~~critical ~~only~~as ~~enhances~~they ~~our~~provide ~~product~~us ~~offerings~~with a ~~but~~competitive ~~also~~edge ~~broadens our appeal~~ in ~~the~~a ~~financial~~market ~~technology and banking sectors,~~ where ~~demand~~reliability ~~for~~and ~~robust,~~trust ~~secure~~are ~~digital asset management solutions is increasing~~paramount.

~~Technological~~The Real World ~~advancements~~Asset ~~such~~(RWA) tokenization market is rapidly emerging as ~~our~~a ~~enhanced~~key ~~SaaS~~frontier ~~platform~~in ~~and~~digital ~~next-generation~~finance. ~~blockchain~~Among ~~integration~~the ~~cater~~most ~~directly~~promising segments is gold digitization, which leverages blockchain to ~~the~~transform ~~needs~~gold—a universally trusted store of ~~banks~~value—into a liquid, accessible, and ~~financial~~transparent ~~intermediaries,~~digital ~~offering~~asset. ~~them~~Tokenized ~~unprecedented~~gold ~~security~~offers ~~and~~real-time ~~efficiency~~settlement, infractional ~~digital~~ownership, ~~transactions.~~and ~~These~~verifiable ~~advancements~~provenance, ~~are~~making ~~critical~~it asincreasingly ~~they~~attractive ~~provide~~to usboth ~~with~~institutional aand ~~competitive~~retail ~~edge~~investors, inespecially aamid ~~market~~global ~~where~~economic ~~reliability~~uncertainty and ~~trust~~inflationary ~~are paramount~~pressures.

~~Intellectual~~I-ON ~~Property~~Digital Corp has positioned itself as a leader in this space through its blockchain-native infrastructure, enhanced KYC/AML framework, and direct gold-backed tokenization model. Unlike speculative offerings, I-ON’s platform links each token to verified, vaulted gold reserves, with full transparency around custody and auditability. Its regulatory-first approach, combined with enterprise-grade security and interoperability with digital banking platforms, ensures institutional trust and global scalability. Through strategic partnerships and a commitment to regulatory compliance, I-ON is setting new standards for how real assets are digitized and mobilized in an era of digital finance.

~~We are~~Intellectual active in protecting and licensing our intellectual property related to digital asset infrastructure. This includes technologies for securing and facilitating gold and precious metal digitization. Our strategy is focused on creating a secure, fast, transparent, and institutional-grade ecosystem for digital securitization and banking. The Company generates revenue from transaction fees associated with these services and continually seeks to innovate and expand its IP portfolio to support new transactional models in the financial sector.Property

5We are active in protecting and licensing our intellectual property related to digital asset infrastructure. This includes technologies for securing and facilitating gold and precious metal digitization. Our strategy is focused on creating a secure, fast, transparent, and institutional-grade ecosystem for digital securitization and banking. The Company plans to generate revenue from transaction fees associated with these services and continually seeks to innovate and expand its IP portfolio to support new transactional models in the financial sector.

Our commercial success depends, in part, on obtaining and maintaining patent protection for our technologies, products and processes, successfully defending these patents against third-party challenges and successfully enforcing these patents against third-party competitors. Proprietary rights relating to our current and potential products will be protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are effectively maintained as trade secrets. Patents owned by or licensed to us may not afford protection against competitors, and our pending patent applications now or hereafter filed by or licensed to us may not result in patents being issued.5

WeOur commercial success depends, ~~currently~~in ~~rely~~part, on ~~trade~~obtaining ~~secrets,~~and ~~trademarks,~~maintaining ~~service~~patent ~~marks,~~protection ~~trade~~for ~~names~~our technologies, ~~copyrights~~products and processes, successfully defending these patents against third-party challenges and ~~other~~successfully ~~intellectual~~enforcing ~~property~~these ~~rights,~~patents against third-party competitors and oninfringers. ~~licenses~~Proprietary rights relating to our current and potential products will be protected from unauthorized use ~~intellectual~~by ~~property~~third ~~rights~~parties only to the extent that they are covered by valid and enforceable patents or are effectively maintained as trade secrets. Patents owned by or licensed to us may not afford protection against competitors, and ~~controlled~~pending patent applications now or hereafter filed by ~~others~~us or our licensors may not result in patents being issued.

~~Technology~~We currently rely on trade secrets, trademarks, service marks, trade names, copyrights, and ~~Innovation~~other intellectual property rights, and on licenses to use intellectual property rights owned and controlled by others.

InTechnology ~~2023, I-ON significantly advanced its technological capabilities, particularly in the digitization~~ and ~~securitization~~Innovation of asset classes, primarily focusing on precious metals. Following the strategic acquisition of Orebits Corp., we integrated a robust gold digitization patent portfolio, enhancing our existing blockchain solutions and establishing a stronger presence in the digital asset market.

~~We expanded~~In ~~our~~2023, ~~SaaS~~I-ON ~~platform~~significantly advanced its technological capabilities, ~~offering~~particularly ~~new~~in ~~levels~~the ofdigitization ~~service to banks~~ and ~~financial~~securitization ~~intermediaries,~~of ~~facilitating advanced~~ asset ~~management~~classes, ~~receipt,~~primarily ~~and~~focusing ~~reporting~~on ofprecious ~~digital securities~~metals. Following ~~This~~the ~~platform~~strategic ~~leverages~~acquisition ~~our~~of ~~next-generation~~Orebits ~~blockchain technology~~Corp., ~~improving transaction~~we ~~security~~integrated ~~and~~a ~~processing~~robust ~~speed,~~gold ~~and~~digitization ~~underscoring~~patent ~~our~~portfolio, ~~commitment~~enhancing toour ~~innovation~~existing blockchain solutions and ~~leadership~~establishing a stronger presence in ~~financial~~the ~~technology~~digital ~~services~~asset market.

~~Our technology~~We ~~initiatives~~expanded ~~also~~our ~~emphasize~~SaaS ~~environmental responsibility~~platform capabilities, ~~enabling~~offering ~~the~~new ~~monetization~~levels of ~~gold~~service ~~reserves~~to ~~without~~banks ~~the~~and ~~need~~financial ~~for physical extraction~~intermediaries, ~~supporting~~facilitating ~~global~~advanced ~~sustainability~~asset ~~efforts.~~management, ~~Through~~receipt, ~~strategic~~and reporting ~~partnerships,~~of wedigital ~~continue~~securities. toThis ~~refine~~platform leverages our ~~technology~~next-generation ~~offerings~~blockchain technology, ~~ensuring~~ ~~that~~improving ~~they~~transaction ~~meet~~security ~~institutional~~and processing speed, and ~~regulatory~~underscoring ~~standards~~our ~~while~~commitment ~~setting~~to ~~new~~innovation ~~benchmarks~~and leadership in ~~the~~ financial technology ~~sector~~services.

~~Looking~~Our technology initiatives also ~~ahead~~emphasize environmental responsibility, ~~I-ON~~enabling isthe ~~poised~~monetization toof ~~explore~~gold ~~further~~reserves ~~innovations~~without inthe ~~asset~~need ~~digitization~~for physical extraction, ~~with~~supporting global ~~plans~~sustainability toefforts. ~~expand~~Through ~~into~~strategic ~~new~~partnerships, ~~markets~~we ~~and~~continue ~~enhance~~to refine our technological ~~infrastructure~~ offerings, ~~aiming~~ensuring tothat ~~drive~~they ~~growth~~meet institutional and ~~improve~~regulatory ~~operational~~standards ~~efficiencies~~while ~~across~~setting ~~our~~new ~~platforms~~benchmarks in the financial technology sector.

~~These advancements~~Looking ~~are~~ahead, ~~expected~~I-ON is poised to ~~impact~~explore ~~our~~further ~~financial~~innovations ~~outlook~~in asset digitization, ~~contributing~~with plans to ~~sustained~~expand ~~revenue~~into ~~growth~~new markets and ~~diversifying~~enhance our ~~income~~technological ~~streams~~infrastructure, asaiming ~~we continue~~ to ~~evolve~~drive ~~our~~growth ~~product~~ and ~~service~~improve ~~offerings~~operational toefficiencies ~~meet~~across ~~the~~our ~~dynamic needs of the market~~platforms.

~~Government~~These advancements are expected ~~Regulation~~to impact our financial outlook, contributing to sustained revenue growth and diversifying our income streams, as we continue to evolve our product and service offerings to meet the dynamic needs of the market.

~~I-ON operates~~As inthe aRWA ~~highly~~tokenization space ~~regulated~~matures, ~~environment~~differentiation ~~and~~will isbe ~~subject~~driven toby ~~a variety of federal~~trust, ~~state~~transparency, and ~~international~~regulatory ~~regulations~~alignment. ~~These~~I-ON ~~regulations govern~~Digital ~~various~~Corp. ~~aspects~~seeks ~~of our operations, including but not limited~~ to ~~the~~stand ~~use of digital assets, data security, and privacy. We believe~~out weas ~~are~~a infirst ~~compliance~~mover ~~with applicable federal, state~~ and ~~other~~long-term ~~regulations~~leader ~~and that we have compliance programs~~ in ~~place~~the togold ~~ensure~~digitization ~~compliance going~~vertical ~~forward. Our~~by ~~compliance~~combining ~~framework~~blockchain ~~includes but it’s not limited to~~innovation, ~~audits~~rigorous compliance and ~~monitoring systems designed to detect~~perfected, ~~and~~real-world ~~address~~asset ~~potential~~backing ~~regulatory~~into ~~issues~~a ~~proactively~~seamless platform.

~~The regulatory~~Unlike ~~landscape~~many ~~for~~entrants in ~~digital~~the ~~assets~~space, ~~and~~I-ON ~~blockchain~~Digital’s ~~technology~~approach is ~~subject~~built toon ~~rapid~~the ~~change,~~development of asset-backed securities and ~~regulatory~~financial ~~changes~~instruments. ~~could~~Its ~~materially~~holistic ~~impact~~strategy ~~our~~not ~~business~~only ~~model.~~addresses Wethe ~~are~~current ~~closely~~demands ~~monitoring~~of ~~developments~~institutional inand ~~legislation~~retail ~~and~~investors ~~regulatory~~but ~~policy~~also ~~that~~positions ~~could~~it ~~affect~~at ~~our~~the ~~operations,~~forefront of what may ~~particularly~~become ~~those~~the ~~related~~next tofoundational layer of the ~~security~~global financial system—where tokenized real assets like gold can move with the same ease and ~~usability~~security of ~~digital~~legacy-based institutional assets, secured or unsecured, while still maintaining the intrinsic value and trust they’ve held for centuries.

To date, there have been no regulatory notifications or actions pending against us. We remain committed to maintaining high standards of regulatory compliance and will continue to invest in our compliance capabilities to safeguard our operations and shareholder interests.6

~~Employees~~Key differentiators in I-ON Digital’s marketplace position include:

AsBlockchain-Driven ofArchitecture ~~December~~for ~~31,~~Institutional ~~2023,~~Trust - I-ON’s ~~had~~proprietary ~~one~~platform ~~full~~integrates distributed ledger technology with enterprise-~~time~~grade infrastructure, ~~employee~~enabling secure, immutable records of asset provenance, movement, and ~~one~~ownership. ~~part~~This provides the backbone for institutional-~~time~~level confidence, ~~employee~~particularly crucial in markets like gold where authenticity and custody are paramount.

~~Our~~Enhanced KYC/AML ~~History~~Framework - Understanding that regulatory compliance is deemed critical for widespread adoption, I-ON has embedded advanced KYC/AML protocols into its digital asset issuance and ~~Corporate~~management ~~Information~~layers. By aligning with US and global regulatory expectations and incorporating verifiable identity layers, I-ON facilitates compliant onboarding of both institutions and individual investors, addressing a major risk point in the RWA sector.

IGold-ONBacked ~~Digital~~Tokenization ~~Corp.~~with ~~was~~Verifiable ~~incorporated~~Physical ~~under~~Reserves ~~the~~- ~~laws~~Unlike ofsynthetic ~~the~~tokens ~~State of Delaware on June 18, 2013 as ALPINE 3 Inc. Alpine 3 Inc. was set up to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock~~ or ~~other~~loosely ~~business~~collateralized ~~combination with a domestic or foreign business. ALPINE 3 did not undertake any effort to cause a market to develop in its securities~~instruments, ~~either~~I-ON’s ~~debt or equity, before~~gold itdigitization ~~successfully~~model ~~concluded~~is adirectly ~~business~~backed ~~combination.~~by Onproven-level ~~April~~physical ~~4, 2014, The Michael J~~reserves. ~~Rapport~~Each ~~Trust~~token ~~(the~~issued ~~“Trust”)~~on ~~purchased 10,000,000 shares of common stock which was all of~~ the ~~outstanding~~platform ~~shares~~is ofcryptographically ~~Alpine 3, Inc., and subsequently changed the name~~ linked to ~~Evans Brewing~~an ~~Company~~allocated ~~Inc.~~quantity ~~(“EBC”)~~of onphysical ~~May 29~~gold, ~~2014.~~with Onfull ~~October~~transparency 9,around ~~2014~~custody ~~the~~and ~~Trust~~auditing—giving ~~agreed~~investors toconfidence ~~the~~that ~~cancellation of 9,600,000 of~~ the ~~shares~~digital ofasset ~~common~~is ~~stock~~grounded ~~that~~in ittangible ~~had acquired and retained 400,000 shares of common stock~~value.

OnInteroperability ~~September~~and ~~17,~~Token ~~2015,~~Utility ~~the~~- ~~independent~~I-ON ~~Bayhawk~~is ~~shareholders~~also ~~approved~~positioning anits ~~Asset~~gold-backed ~~Purchase~~tokens ~~and~~to ~~Share~~function ~~Exchange~~beyond ~~Agreement~~static ~~(the~~value ~~“Agreement”) and~~storage. ~~Bayhawk~~By ~~sold~~integrating towith ~~EBC~~digital banking platforms and ~~EBC~~potential ~~purchased~~DeFi ~~from~~use ~~Bayhawk assets of Bayhawk~~cases, ~~including~~these ~~but~~tokens ~~not~~can ~~limited~~be toused ~~the~~in ~~assets~~collateralized ~~relating~~lending, topayments, ~~the~~and ~~Bayhawk~~cross-border settlements—turning ~~Ales~~traditionally ~~label~~inert ~~and~~gold ~~the~~into ~~Evans~~a ~~Brands~~dynamic ~~(collectively,~~financial ~~the “Transferred Assets”)~~instrument.

6Strategic Partnerships and Infrastructure Ecosystem - Through collaborations with technology partners, custodians, and blockchain infrastructure providers—including Instruxi Limited and others—I-ON is building a robust ecosystem that best ensures scalability, interoperability, and compliance readiness. These partnerships allow the firm to bridge traditional commodity markets with cutting-edge digital finance infrastructure.

~~On January~~Government 25, 2018, Evans Brewing Company, Inc. consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with I-ON Digital Corp. a company organized under the laws of the Republic of Korea (South Korea) and I-ON Acquisition Corp., a wholly owned subsidiary of the Company (“Acquisition”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into I-ON in a statutory reverse triangular merger (the “Merger”) with I-ON surviving as a wholly owned subsidiary of the Registrant. As consideration for the Merger, the Registrant agreed to issue the shareholders of I-ON (the “I-ON Holders”) an aggregate of 26,000,000 shares of our Common Stock, in accordance with their pro rata ownership of I-ON capital stock. Following the Merger, the Registrant adopted the business plan of I-ON in information technology consultancy and software development. On December 14, 2017, in connection with the Merger, the Company’s Board of Directors approved an amendment to its Certificate of Incorporation (the “Amendment”) to change its name to I-ON Digital Corp.Regulation

OnI-ON operates in a highly regulated ~~March~~environment 21and is subject to a variety of federal, ~~2019~~state, ~~the~~and ~~Company’s~~international ~~Board~~regulations. These regulations govern various aspects of our ~~Directors~~operations, ~~approved~~including anbut ~~amendment~~not limited to the ~~Company’s~~use ~~Certificate~~ of ~~Incorporation~~digital toassets, ~~change~~data security, and privacy. We believe we are in compliance with ~~the~~applicable ~~name~~federal, ofstate ~~the~~and ~~Company~~other regulations and that we have compliance programs in place to ~~I-ON~~ensure ~~Digital~~compliance ~~Corp~~going forward. ~~The~~Our compliance ~~Company~~framework ~~filed~~includes abut ~~Certificate~~it’s ofnot ~~Amendment~~limited to, ~~effectuate~~audits ~~the~~and ~~name~~monitoring ~~change~~systems ondesigned orto ~~about April~~detect 2,and ~~2019~~address potential regulatory issues proactively.

~~On September~~The ~~28,~~regulatory ~~2022,~~landscape ~~the~~for ~~Company entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”)~~digital ~~with~~assets ~~I-ON~~and ~~Acquisition~~blockchain ~~Corp.,~~technology ais ~~Florida~~subject ~~corporation (“IAC”). Pursuant~~ to ~~the~~rapid ~~terms of the Purchase Agreement~~change, asand ~~amended, IAC~~regulatory ~~acquired~~changes ~~3,600~~could ~~shares~~materially ofimpact aour ~~newly~~business ~~created Series A Convertible Preferred Stock, par value $0~~model.~~0001~~ ~~per~~We ~~share (the “Series A~~are ~~Preferred”)~~closely ~~for~~monitoring ~~proceeds~~developments in ~~the~~legislation ~~amount~~and ofregulatory ~~$250,000~~policy ~~(the~~that ~~“Subscription~~could ~~Amount”)~~affect inour ~~the form of a promissory note (the “IAC Note”) which was secured by the pledge of the Series A Shares~~operations, ~~the~~particularly ~~Series~~those Brelated ~~Shares~~to ~~(as defined herein) and other assets of IAC in a Stock Pledge and Escrow Agreement (~~the ~~“Pledge Agreement”). Each Series A Preferred Share is~~ ~~convertible into ten thousand (10~~security,~~000)~~ ~~shares~~transferability ~~of the Company’s common stock, par value $0.0001 per share (the “Common Stock”~~ and ismonetization ~~entitled to vote on matters as to which holders~~ of ~~the~~digital ~~Common Stock shall be entitled to vote at a rate of one hundred (100) votes per share of Series A Preferred~~assets.

~~In the~~To ~~fourth quarter of 2023~~date, ~~the~~there ~~Company~~have ~~acquired~~been ano ~~controlling interest in Orebits Corporation, pursuant to the terms and conditions~~regulatory ofnotifications aor ~~Contribution~~actions ~~and~~pending ~~Exchange~~against ~~Agreement, entered on October 30, 2023, between the Company and Orebits Acquisition Group LLC (“OAG”)~~us. ~~The~~ ~~latter~~We ~~entity~~remain ~~being~~committed ato ~~special~~maintaining ~~purpose~~high ~~vehicle~~standards ~~(SPV), controlled by Carlos Montoya, our CEO, that acquired controlling interest in Orebits Corp. in June 2023. During its prior years~~ of ~~operations,~~regulatory ~~Orebits~~compliance ~~Corp actively deployed proprietary technology to digitize, market~~ and ~~manage~~will ~~gold-backed digital securities. In consummating the Agreement, effective December 15, 2023, I-ON Digital exchanged~~continue ~~910,000~~to Cinvest ~~Preferred Shares of I-ON Digital Corp.~~ in ~~exchange~~our ~~for~~compliance ~~910,000~~capabilities Common Shares of Orebits Corp. With the transaction, the Company assumed ownership of 9,700 1-ounce Gold Backed Digital Assets. The Company further assumed control of trademarks, patent & patent-pending rights previously owned or controlled by Orebits Corp. In assuming control of the 9,700 Orebits.AU Gold Backed Digital Assets, when combined with 180 Gold Backed digital assets previously residing on the books of the Company, the total number of all Gold Backed Digital Assets held by the Company now stands at 9,880 1 oz. digital assets. Residing on the Company’s proprietary Hybrid Blockchain Platform, the asset is now formally referred to bysafeguard ~~the~~our ~~Company~~operations asand ~~the~~shareholder ~~ION~~interests.~~au Gold Backed Digital Asset.~~

~~Other Information~~Employees

~~Our principal~~As ~~executive~~of ~~offices~~December ~~are located at 1244 N. Stone Street~~31, ~~Unit #3~~ 2024, ~~Chicago, IL 60610 and our telephone number is (866) 440~~I-~~2278. We~~ON ~~can~~had befour ~~contacted~~total ~~by email at info@iondigital.com. Our corporate website address is www.iondigitalcorp.com~~employees, tothree ~~which~~full-time we regularly post copies of our press releases as well as links to reports that we have filed with the SEC, which are available free of charge as soon as reasonably practicable after being filed electronically or furnished to the Securities and ~~Exchange~~one ~~Commission (“SEC”). Information contained on or accessible through our website is not a~~ part ~~of this Annual Report on Form 10~~-~~K or our other filings with the SEC~~time.

~~The~~Our ~~public~~History ~~may read~~ and ~~copy~~Corporate ~~any materials~~Information we file with the SEC at the SEC’s Public Reference Room at 100 F Street, Room 1580, NE Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~Item~~I-ON Digital Corp. (the “Registrant” 1or “Company”), was incorporated under the laws of the State of Delaware in 2013 as ALPINE 3 Inc.A ~~Risk~~Subsequently, ~~Factors~~the Company’s name was changed to “Evans Brewing Company, Inc.” in 2014, to “I-ON Communications Corp.” in 2018 and to “I-ON Digital Corp.” in 2019.

Our business, financial condition, operating results and prospects are subject to the following risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.7

7Recent History

~~Risks~~On October ~~Specific~~30, 2023, the Company entered into a Contribution and Exchange Agreement (the “Orebits Agreement”) with Orebits Acquisition Group LLC “(OAG”), a Wyoming limited liability company, which is a special purpose vehicle controlled by Carlos Montoya, our Chief Executive Officer. In June 2023, OAG had acquired a controlling interest in Orebits Corp., a Delaware corporation whose prior business operations included deploying proprietary technology to ~~Our~~digitize, ~~Business~~market and manage gold-backed digital securities. Pursuant to the terms of the Orebits Agreement, the Company exchanged 910,000 Series C Convertible Preferred Shares of I-ON Digital Corp. in exchange for 910,000 shares of outstanding common stock of Orebits Corp., representing the 100% controlling interest in Orebits Corp. With the transaction, the Company assumed ownership of 9,700 Orebits AU certificates which Orebits Corp. referred to as “Orebits.AU Gold Backed Digital Assets”. The Company further assumed control of trademarks, patent and patent-pending rights previously owned or controlled by Orebits Corp. In assuming control of the 9,700 Orebits AU certificates when combined with 180 Orebits AU certificates previously residing on the books of the Company, the total number of all Orebits.AU Gold Backed Digital Assets held by the Company stood at 9,880. Residing on the Company’s proprietary Hybrid Blockchain Platform, the asset is generally referred to by the Company as an ION.au Gold Backed Digital Asset.

~~If we~~Other ~~fail to successfully execute on our business plan or if digital assets and blockchain do not become widely used on a mass scale, our results of operations could be adversely affected.~~Information

~~We currently~~Our ~~design,~~principal ~~develop,~~executive offices ~~and~~are ~~acquire~~located ~~technologies~~at to1244 ~~deploy~~N. ~~fully~~Stone ~~compliant~~Street, ~~institutional-level~~Unit ~~ecosystems~~#3, ~~that fuel financial asset digitization~~Chicago, ~~safe~~IL 60610 and ~~secure~~our ~~wealth~~telephone ~~transfer,~~number ~~and~~is ~~data~~(866) ~~and~~440-2278. ~~identity~~We ~~sovereignty~~can ~~for~~be ~~financial~~contacted by ~~and~~email ~~data-driven~~at ~~transactions~~info@iondigital.com. Our ~~ability to~~corporate ~~succeed~~website ~~depends~~address onis ~~the~~www.iondigitalcorp.com, ~~success~~to ofwhich ~~our~~we ~~continued~~regularly ~~development~~post ~~and expansion~~ copies of our ~~product~~press ~~and~~releases ~~service~~as ~~offerings.~~well ~~There~~as ~~are~~links ~~various risks related~~ to ~~these~~reports ~~efforts, including the risk~~ that ~~these~~we ~~efforts~~have ~~may~~filed ~~not~~with ~~provide~~ the ~~expected~~Securities ~~benefits~~and inExchange ~~our~~Commission ~~anticipated time frame~~(“SEC”), ifwhich atare ~~all,~~available ~~and~~free ~~may prove costlier than expected; and the risk~~ of ~~adverse~~charge ~~effects~~as tosoon ~~our~~as ~~business,~~reasonably ~~results~~practicable ofafter ~~operations~~being ~~and~~filed ~~liquidity if~~electronically ~~past~~or ~~and~~furnished ~~future~~to ~~undertakings, and~~ the ~~associated~~SEC. ~~changes~~Information contained toon ~~our business, do not prove to be cost effective~~ or doaccessible ~~not~~through ~~result~~our inwebsite ~~benefits at the levels that we anticipate. There~~ is nonot ~~assurance that~~ a ~~digital~~part ~~asset~~of ~~ecosystem~~this ~~will~~Annual ~~develop~~Report ~~as we anticipate or develop~~ on ~~a mass~~Form ~~scale~~10-K ~~at all,~~ or ~~that~~ our ~~business~~other ~~model~~filings ~~will~~with ~~achieve~~ the ~~expected results~~SEC. ~~To be successful over time, we may need to change our business model. Any such efforts may not be successful.~~

~~Due to~~The ~~unfamiliarity~~public may read and ~~some~~copy ~~negative~~any materials ~~publicity~~we ~~associated~~file with ~~digital~~the ~~asset~~SEC ~~and~~at ~~blockchain~~the ~~technology~~SEC’s Public Reference Room at 100 F Street, ~~the~~Room ~~general~~1580, ~~public~~NE Washington, D.C. 20549. The public may ~~lose~~obtain ~~confidence~~information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet insite ~~digital~~that ~~asset~~contains orreports, ~~blockchain~~proxy ~~technology~~and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~Products and~~Item ~~services that are based on digital assets are relatively new~~1.A ~~Many~~Risk players in the industry are unlicensed, unregulated, operate without supervision by any governmental authorities, or do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory complianceFactors. ~~As a result, the general public may lose confidence in digital asset and blockchain technology, including associated data center operations like ours.~~

~~Since~~Our business, financial ~~the~~condition, ~~inception~~operating ofresults ~~the~~and ~~crypto~~prospects ~~economy,~~are ~~numerous~~subject ~~digital~~to ~~asset~~the ~~and~~following ~~digital~~risks. ~~asset~~Additional ~~businesses~~risks and ~~platforms~~uncertainties ~~have~~not ~~been~~presently ~~sued~~foreseeable to us may also impair our business operations. If any of the following risks actually occurs, ~~investigated~~our business, financial condition or ~~shut~~operating results ~~down~~could ~~due~~be tomaterially ~~fraud,~~adversely ~~illegal~~affected. ~~activities~~In such case, the ~~sale~~trading orprice ~~issuance~~ of ~~unregistered~~our ~~securities,~~common ~~manipulative~~stock ~~practices~~could decline, ~~business~~and ~~failure,~~our stockholders ~~and~~may ~~security~~lose ~~breaches~~all or part of their investment in the shares of our common stock.

In addition, there have been reports that a significant amount of digital asset trading volume is fabricated and false in nature, with a specific focus on unregulated platforms, products and services located outside the United States. Such reports may indicate that the market for products and services utilizing digital assets and other digital assets is significantly smaller than otherwise understood.8

~~Negative perception,~~Risks aSpecific ~~lack of stability and standardized regulation in the crypto economy, and the closure or temporary shutdown of platforms utilizing digital assets due~~ to ~~fraud,~~Our business failure, hackers or malware, or government mandated regulation may reduce confidence in the crypto economy and result in greater volatility of the prices of assets, including significant depreciation in value. Any of these events could have a material and adverse impact on our business, financial condition and results of operations.Business

~~Market~~If ~~acceptance~~we offail ~~digital assets and blockchain technology is critical~~ to ~~our~~successfully ~~success~~execute ~~and~~on ~~revenue generation. Our products and services involve innovative technologies that may not gain widespread adoption among~~ our ~~target~~business ~~user~~plan ~~base. Negative public perception, a lack of understanding of blockchain technologies,~~ or aif ~~decline in the use of~~ digital assets ~~due~~and toblockchain ~~regulatory,~~do ~~technological,~~not orbecome ~~competitive~~widely ~~factors~~used ~~could significantly~~on ~~limit~~a ~~our~~mass ~~ability to attract or retain customers. Furthermore~~scale, our results ~~growth depends not only on the acceptance~~ of ~~our~~operations ~~current technology~~could ~~but~~be ~~also on our ability to anticipate and develop new technologies that meet evolving market demands. Failure to achieve broad market acceptance can limit our revenue streams and~~ adversely ~~impact our financial condition and operational results~~affected.

~~Concerns~~We currently ~~about~~design, develop, and acquire technologies to deploy fully compliant, institutional-level ecosystems that fuel financial asset digitization, safe and secure value transfer, and data and identity sovereignty for financial and data-driven transactions. Our ability to succeed depends on the ~~environmental~~success ~~impacts~~of our continued development and expansion of ~~blockchain~~our ~~technology~~product ~~could~~and ~~adversely~~service ~~impact~~offerings. ~~usage~~There are various risks related to these efforts, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and ~~perceptions~~may prove costlier than expected; and the risk of adverse effects to our business, results of operations and liquidity if past and future undertakings, and the associated changes to our business, do not prove to be cost effective or do not result in benefits at the levels that we anticipate. There is no assurance that a digital ~~assets~~asset ecosystem will develop as we anticipate or develop on a mass scale at all, or that our ~~services~~business model will achieve the expected results. To be successful over time, we may need to change our business model. Any ~~and~~such ~~offerings~~efforts may not be successful.

~~Because~~Due ~~we are unable~~ to ~~influence~~unfamiliarity orand ~~predict~~some ~~future~~negative ~~regulatory~~publicity ~~actions~~associated ~~taken~~with bydigital ~~federal,~~asset ~~state,~~and ~~local~~blockchain ~~or foreign governments~~technology, wethe ~~may~~general ~~have~~public ~~little opportunity or ability to respond to rapidly evolving regulatory positions which~~ may ~~have~~lose ~~a materially adverse effect on our industry~~confidence ~~and,~~in ~~therefore,~~digital ~~our~~asset ~~business~~or ~~and~~blockchain ~~results of operations~~technology. ~~If further extreme regulatory action is taken by various government entities, our business may be negatively affected.~~

~~Regulatory~~Products ~~environments~~and ~~across~~services ~~jurisdictions~~that are ~~rapidly~~based ~~evolving,~~on ~~and~~digital weassets are ~~subject~~relatively tonew. ~~laws~~Many ~~and~~players ~~regulations~~in ~~affecting~~ the ~~blockchain~~industry ~~and~~are ~~digital assets~~unlicensed, ~~industry~~unregulated, ~~which~~operate ~~are~~without supervision ~~often~~by ~~complex~~any ~~and~~governmental ~~contradictory.~~authorities, ~~The~~or ~~lack~~do ofnot ~~harmonization~~provide inthe ~~regulations~~public ~~can~~with ~~create~~significant ~~challenges,~~information ~~including limitations~~regarding ontheir ~~our~~ownership ~~operations~~structure, management ~~and~~team, ~~increased~~corporate ~~compliance~~practices, ~~costs.~~cybersecurity, ~~Future~~and ~~legislative or~~ regulatory ~~actions~~compliance. ~~could~~As ~~severely~~a ~~impact our business model~~result, ~~requiring~~the ~~extensive~~general ~~changes~~public tomay ~~our~~lose ~~operations~~confidence ~~and strategies. This uncertainty~~ in digital ~~the~~asset ~~regulatory~~and ~~landscape~~blockchain ~~poses~~technology, aincluding ~~significant risk~~associated todata ~~our~~center ~~ongoing~~operations ~~and~~like ~~future business initiatives~~ours.

8Since the inception of the crypto economy, numerous digital asset and digital asset businesses and platforms have been sued, investigated, or shut down due to fraud, illegal activities, the sale or issuance of unregistered securities, manipulative practices, business failure, and security breaches.

~~Cybersecurity~~In addition, ~~breaches~~there ~~and~~have ~~data~~been ~~privacy~~reports ~~violations~~that ~~could~~a ~~significantly~~significant ~~disrupt~~amount ~~our~~of ~~operations~~digital asset trading volume is fabricated and ~~expose~~false usin tonature, ~~financial~~with ~~liability~~a specific focus on unregulated platforms, products and ~~reputational~~services located outside the United States. Such reports may indicate that the market for products ~~harm~~and services utilizing digital assets and other digital assets is significantly smaller than otherwise understood.

~~Cybersecurity~~Negative ~~and~~perception, ~~data~~a ~~privacy~~lack ~~are critical aspects~~ of ~~our~~stability ~~operations, given our reliance on digital technologies to provide services~~ and ~~interact with~~standardized ~~clients.~~regulation Wein ~~face~~the ~~significant~~crypto ~~risks related to security breaches~~economy, ~~data loss,~~ and ~~other~~the ~~cyber~~closure ~~incidents~~or ~~that~~temporary ~~could~~shutdown ~~compromise~~of ~~the~~platforms ~~integrity~~utilizing ~~and~~digital ~~confidentiality~~assets ofdue ~~our~~to ~~proprietary~~fraud, ~~and~~business ~~customer~~failure, ~~data.~~hackers ~~Such~~or ~~incidents~~malware, ~~could~~or ~~expose~~government usmandated toregulation ~~legal~~may ~~penalties,~~reduce ~~financial~~confidence ~~losses,~~in ~~and~~the ~~reputational~~crypto ~~damage.~~economy ~~Despite our efforts to enhance our cybersecurity measures~~ and ~~comply~~result ~~with~~in ~~applicable~~greater ~~data~~volatility ~~protection~~of ~~laws,~~ the ~~inherent~~ ~~risks~~prices ~~associated~~of ~~with~~assets, ~~cybersecurity~~including ~~breaches continue to pose a~~ significant ~~threat~~depreciation toin ~~our operations~~value. AsAny weof ~~expand our digital~~these ~~offerings,~~events ~~the~~could ~~potential~~have ~~vectors~~a ~~for~~material ~~attacks~~and ~~increase.~~adverse Aimpact ~~breach~~on ~~could~~our ~~result~~business, ~~in substantial~~ financial ~~and~~condition ~~reputational damage, including legal liabilities~~ and ~~erosion~~results of ~~customer trust~~operations. ~~Our continued investment in advanced security measures and training is critical to mitigate these risks.~~

~~Rapid~~Market acceptance of digital ~~Advancements~~assets inand ~~Technology~~blockchain ~~May~~technology ~~Outpace~~is critical to our success and revenue generation. Our ~~Current~~products ~~Cybersecurity~~and ~~Measures~~services involve innovative technologies that may not gain widespread adoption among our target user base. Negative public perception, a lack of understanding of blockchain technologies, or a decline in the use of digital assets due to regulatory, technological, or competitive factors could significantly limit our ability to attract or retain customers. Furthermore, our growth depends not only on the acceptance of our current technology but also on our ability to anticipate and develop new technologies that meet evolving market demands. Failure to achieve broad market acceptance can limit our revenue streams and adversely impact our financial condition and operational results.

~~The~~Concerns ~~technology~~about ~~sector~~the ~~continues~~environmental toimpacts ~~evolve~~of atblockchain atechnology ~~rapid~~could ~~pace,~~adversely ~~with~~impact ~~significant~~usage ~~advancements in areas such as quantum computing~~ and ~~artificial intelligence.~~perceptions These technologies, while offering numerous benefits, also pose new security challenges that could potentially compromise our existing cybersecurity measures. Quantum computing, in particular, could render traditional encryption methods obsolete, exposing us to increased risks of ~~cyber~~digital ~~attacks~~assets ~~and~~or ~~data breaches. Our ability to continually update~~ our ~~cybersecurity infrastructure in line~~services ~~with these advancements is critical to protecting our assets~~ and ~~maintaining customer trust~~offerings. ~~Failure to effectively adapt to these technological changes could result in significant operational disruptions and financial losses.~~

~~The~~Because ~~potential~~we ~~impact~~are ofunable ~~rapid~~to ~~advancements~~influence inor ~~technology~~predict ~~includes~~future ~~operational~~regulatory ~~disruptions~~actions taken by federal, ~~increased~~state, ~~compliance~~local ~~costs~~or foreign governments, ~~and~~we ~~potential~~may ~~loss~~have little ofopportunity ~~revenue.~~or ~~Additionally,~~ability ~~failure~~to respond to ~~adequately~~rapidly ~~address~~evolving ~~this~~regulatory ~~risk~~positions ~~could~~which ~~harm~~may ~~our~~have ~~reputation~~a ~~and~~materially ~~investor~~adverse ~~confidence.~~effect Weon ~~are~~our ~~actively~~industry ~~monitoring~~and, ~~these~~therefore, ~~developments~~our business and ~~are~~results ~~committed~~of tooperations. ~~implementing~~If ~~strategies~~further ~~designed~~extreme toregulatory ~~mitigate~~action ~~these~~is ~~risks,~~taken ~~including~~by ~~investing~~various ingovernment ~~advanced~~entities, ~~security~~our ~~technologies~~business may be negatively affected.

~~Risks~~Regulatory ~~Related~~environments across jurisdictions are rapidly evolving, and we are subject to ~~Securities~~laws ~~Markets~~and regulations affecting the blockchain and ~~Investments~~digital assets industry, which are often complex and contradictory. The lack of harmonization in ~~Our~~regulations ~~Securities~~can create challenges, including limitations on our operations and increased compliance costs. Future legislative or regulatory actions could severely impact our business model, requiring extensive changes to our operations and strategies. This uncertainty in the regulatory landscape poses a significant risk to our ongoing and future business initiatives.

~~Our executive officers and certain stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.~~9

~~Our~~Cybersecurity ~~current~~breaches ~~executive officers, directors~~ and ~~largest~~data ~~stockholders~~privacy ofviolations ~~the~~could ~~Company,~~significantly ~~held~~disrupt ~~approximately 64% of the voting power of the outstanding shares of~~ our ~~capital~~operations ~~stock as of December 31, 2023. These officers, directors~~ and ~~certain~~expose ~~stockholders~~us ~~have a controlling influence in determining the outcome of any corporate transaction or other matters submitted~~ to ~~our~~financial ~~stockholders~~liability ~~for approval, including mergers, consolidations~~ and ~~the sale of all or substantially all of our assets, election of directors, and other significant corporate actions.~~reputational ~~The interests of our executive officers and certain shareholders may give rise to a conflict of interest with the Company and the Company’s stockholders~~harm. ~~For additional details concerning voting power please refer to the section below entitled “Description of Securities.”~~

~~Liquidity~~Cybersecurity and data privacy are critical aspects of our ~~common~~operations, ~~stock~~given ~~has~~our ~~been~~reliance ~~limited~~on digital technologies to provide services and interact with clients. We face significant risks related to security breaches, data loss, and other cyber incidents that could compromise the integrity and confidentiality of our proprietary and customer data. Such incidents could expose us to legal penalties, financial losses, and reputational damage. Despite our efforts to enhance our cybersecurity measures and comply with applicable data protection laws, the inherent risks associated with cybersecurity breaches continue to pose a significant threat to our operations. As we expand our digital offerings, the potential vectors for attacks increase. A breach could result in substantial financial and reputational damage, including legal liabilities and erosion of customer trust. Our continued investment in advanced security measures and training is critical to mitigate these risks.

~~Our~~Rapid ~~common~~Advancements stock is quoted on OTC Markets under the symbol “IONI”. The liquidity of our common stock is very limited and is affected by our limited trading market. The OTC Markets is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in ~~lower~~Technology ~~price~~May ~~volatility~~Outpace ~~and more~~Our ~~efficient~~Current ~~execution~~Cybersecurity ~~of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded.~~Measures

9The technology sector continues to evolve at a rapid pace, with significant advancements in areas such as quantum computing and AI. These technologies, while offering numerous benefits, also pose new security challenges that could potentially compromise our existing cybersecurity measures. Quantum computing, in particular, could render traditional encryption methods obsolete, exposing us to increased risks of cyber-attacks and data breaches. Our ability to continually update our cybersecurity infrastructure in line with these advancements is critical to protecting our assets and maintaining customer trust. Failure to effectively adapt to these technological changes could result in significant operational disruptions and financial losses.

The ~~trading~~potential ~~volume~~impact of ~~our~~rapid ~~common~~advancements ~~stock~~in ~~may~~technology beincludes ~~limited~~operational ~~and sporadic. This situation is attributable to a number of factors~~disruptions, ~~including~~increased ~~the fact~~compliance ~~that we are a small company that is relatively unknown to stock analysts~~costs, ~~stock brokers, institutional investors~~ and ~~others~~potential ~~in the~~loss ~~investment~~of ~~community~~revenue. ~~that generate or influence sales volume~~Additionally, ~~and~~failure ~~that even if we came~~ to ~~the~~adequately ~~attention~~address ofthis ~~such persons, they may tend to be~~ risk~~-averse~~ ~~and~~could ~~would~~harm ~~be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of~~ our ~~shares until~~reputation ~~such time as we became more seasoned~~ and ~~viable.~~investor As a consequence, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share priceconfidence. We ~~cannot~~are ~~give~~actively ~~any assurance that a broader or more active public~~monitoring ~~trading~~these ~~market~~developments ~~for~~and ~~our~~are ~~common~~committed ~~stock~~to ~~will~~implementing ~~develop~~strategies ordesigned beto ~~sustained,~~mitigate orthese ~~that current trading levels will be sustained. As a result of such trading activity~~risks, ~~the~~including ~~quoted~~investing ~~price~~in ~~for~~advanced ~~our common stock while on the OTC Markets may not necessarily be a reliable indicator of its fair~~security ~~market value~~technologies.

~~Because we~~Risks ~~became~~Related ~~public by means of a “reverse business combination,” we may not be able~~ to ~~attract~~Securities ~~the~~Markets ~~attention~~and Investments ofin ~~major~~Our ~~brokerage firms.~~Securities

~~There~~Our ~~may~~executive beofficers ~~risks associated with us becoming public through a “reverse business combination.” Securities analysts of major brokerage firms~~ and ~~securities~~certain ~~institutions~~stockholders ~~may~~possess ~~not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend~~ the ~~purchase~~majority of our ~~common~~voting ~~stock. The absence of such research coverage could limit investor interest in our common stock~~power, ~~resulting~~and inthrough ~~decreased~~this ~~liquidity. No assurance can be given that established brokerage firms will~~ownership, incontrol ~~the future, want to cover~~ our ~~securities~~Company and ~~or conduct any secondary offerings or other financings on~~ our ~~behalf~~corporate actions.

Our current executive officers, directors and largest stockholders of the Company, held approximately 51% of the voting power of the outstanding shares of our capital stock ~~price~~as of December 31, 2024. These officers, directors and certain stockholders have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. The interests of our executive officers and certain shareholders may begive ~~volatile~~rise to a conflict of interest with the Company and the Company’s stockholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

~~The market~~Issued ~~price of our common stock is likely to be highly volatile~~ and ~~could~~outstanding ~~fluctuate~~series of ~~widely~~convertible inpreferred ~~price in response to various factors~~shares, ~~many~~ of which ~~are~~if ~~beyond~~exercised, ~~our~~could ~~control,~~significantly ~~including~~dilute ~~the~~existing ~~following:~~stockholders.

●We have historically undertaken and may in the ~~concentration~~future need to undertake equity, equity-linked or debt financings to secure additional funds. In such prior financings, we have created and issued several series of ~~the~~convertible ~~ownership~~preferred stock with rights, preferences and privileges superior to those of holders of our ~~shares~~common bystock. aIf ~~limited~~we ~~number~~raise additional funds through the creation and future issuances of ~~affiliated~~equity, ~~stockholders~~warrants, ~~may~~convertible ~~limit~~preferred stock ~~interest~~or inconvertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities; we issue could have rights, preferences and privileges superior to those of holders of our common stock. Similarly, if the existing holders of those issued and outstanding series of convertible preferred stock were to exercise their rights and convert those shares to common stock, our existing stockholders could suffer significant dilution.

~~● limited “public float” with a small number~~ Liquidity of ~~persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for~~ our common stock; has been limited.

●Our ~~additions~~common stock is quoted on OTC Markets under the symbol “IONI”. The liquidity of our common stock is very limited and is affected by our limited trading market. The OTC Market is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or ~~departures~~be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy ~~key~~and ~~personnel;~~sell orders. Absence of an active trading market reduces the liquidity of the shares traded.

~~● loss of a strategic relationship;~~10

●The ~~variations~~trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in ~~operating~~the ~~results~~investment ~~from~~community that generate or influence sales volume, and that even if we came to the ~~expectations~~attention of ~~securities~~such ~~analysts~~persons, they may tend to be risk-averse and would be reluctant to follow an unproven company such as ours or ~~investors;~~purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock while on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

●Because we ~~announcements~~became public by means of ~~new~~a ~~products~~“reverse orbusiness ~~services~~combination,” bywe usmay ornot ~~our~~be ~~competitors;~~able to attract the attention of major brokerage firms.

●There ~~reductions~~may be risks associated with us becoming public through a “reverse business combination.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the ~~market~~purchase ~~share~~of our common stock. The absence of such research coverage could limit investor interest in our ~~products;~~common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

●Our stock ~~announcements~~price bymay usbe ~~or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;~~volatile.

●The ~~investor~~market ~~perception~~price of our ~~industry~~common stock oris ~~prospects;~~likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

● the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities; ● limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock; ● additions or departures of key personnel; ● loss of a strategic relationship; ● variations in operating results that fall below the expectations of securities analysts or investors; ● announcements of new products or services by us or our competitors; ● reductions in the market share of our products; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● investor perception of our industry or prospects; ● insider selling or buying; ● investors entering into short sale contracts; ● regulatory developments affecting our industry; and ● changes in our industry; ● competitive pricing pressures; ● our ability to obtain working capital financing; ● sales of our common stock;

~~● investors entering into short sale contracts;~~11

● ~~regulatory~~our ~~developments~~ability ~~affecting~~to execute our ~~industry~~business plan; ● revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and ● economic and other external factors.

●Many ~~changes~~of inthese factors are beyond our ~~industry;~~control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

●In ~~competitive~~addition, ~~pricing~~the ~~pressures;~~securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

●Our common ~~our~~stock ~~ability~~is subject to ~~obtain~~price ~~working~~volatility ~~capital~~unrelated ~~financing;~~to our operations.

●Our ~~sales~~operations are significantly influenced by the economic conditions and the stability of the financial markets. Fluctuations in these markets, especially those impacting digital assets, can adversely affect our ~~common~~investment ~~stock;~~value, operational costs, and revenue streams. Economic downturns, increased market volatility, and adverse financial market conditions could have a disproportionate impact on our strategic operations and financial performance.

10A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

●A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to ~~execute~~raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity, our operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan; and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

●Concentrated ownership ~~operating~~of ~~results~~our ~~that~~common ~~fall~~stock ~~below~~creates ~~expectations;~~a risk of sudden changes in our common stock price.

●The ~~revisions~~sale inby ~~securities~~any ~~analysts’~~shareholder ~~estimates~~of a orsignificant ~~reductions~~portion inof ~~security~~their ~~analysts’~~holdings ~~coverage;~~could ~~and~~have a material adverse effect on the market price of our common stock.

●Sales of ~~economic~~our currently issued and ~~other~~outstanding ~~external~~stock ~~factors~~may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

~~Many~~A substantial majority of the outstanding shares of ~~these~~Common ~~factors~~Stock are ~~beyond~~“restricted ~~our~~securities” ~~control~~within ~~and~~the ~~may~~meaning ~~decrease~~of Rule 144 under the ~~market~~Securities ~~price~~Act of 1933, ~~our~~as ~~common~~amended ~~stock~~(the “Securities Act”) (“Rule 144”). As restricted shares, ~~regardless~~these ofshares ~~our~~may ~~operating~~be ~~performance.~~resold only pursuant Weto ~~cannot~~an ~~make~~effective ~~any~~registration ~~predictions~~statement or ~~projections~~under asthe torequirements ~~what~~of Rule 144 or other applicable exemptions from registration under the Securities ~~prevailing~~Act ~~market~~and ~~price~~as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for ~~our~~a period of at least six months may sell their shares of common stock. ~~will~~Under beRule at144, ~~any~~affiliates ~~time,~~who ~~including~~have held asrestricted tosecurities ~~whether~~for ~~our~~a ~~common~~period ~~stock~~of ~~will~~at ~~sustain~~least ~~current~~six ~~market~~months ~~prices~~may, orunder ascertain toconditions, ~~what~~sell ~~effect~~every three months, in brokerage transactions, a number of shares that does not exceed the ~~sale~~greater of 1% of a company’s outstanding shares of common stock or the ~~availability~~average ofweekly ~~common~~trading ~~stock~~volume ~~for~~during the four calendar weeks prior to the sale. atA sale under Rule 144 or under any ~~time~~other ~~will~~exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have ona depressive effect upon the ~~prevailing~~price of our shares of common stock in any active market ~~price~~that may develop.

InWe ~~addition,~~do ~~the~~not ~~securities~~plan ~~markets have from time~~ to ~~time~~declare ~~experienced~~or ~~significant~~pay ~~price~~any ~~and~~dividends ~~volume fluctuations that are unrelated~~ to ~~the operating~~our ~~performance~~stockholders ofin ~~particular companies. These market fluctuations may also materially and adversely affect~~ the ~~market~~near ~~price of our common stock~~future.

~~Our~~We have not declared any dividends ~~common~~in ~~stock~~the ispast, ~~subject~~and we do not intend to ~~price~~distribute ~~volatility~~dividends ~~unrelated~~in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. Additionally, any debt financing that we secure in the future could involve restrictive covenants relating to our ~~operations~~capital raising activities and other financial and operational matters, including the ability to pay dividends. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Our operations are significantly influenced by the economic conditions and the stability of the financial markets. Fluctuations in these markets, especially those impacting digital assets, can adversely affect our investment value, operational costs, and revenue streams. Economic downturns, increased market volatility, and adverse financial market conditions could have a disproportionate impact on our strategic operations and financial performance.12

AThe ~~decline~~requirements ~~in the price~~ of ~~our~~being ~~common~~a ~~stock~~public ~~could~~company ~~affect~~may strain our ~~ability~~resources ~~to raise working capital~~ and ~~adversely~~distract ~~impact our ability to continue operations~~management.

~~A prolonged~~As ~~decline~~a inpublic company, we are subject to the ~~price~~reporting requirements of ~~our~~the ~~common~~Securities ~~stock~~Exchange ~~could~~Act ~~result~~of in1934, aas ~~reduction~~amended in (the ~~liquidity~~“Exchange ofAct”), ~~our~~the ~~common~~Sarbanes-Oxley Act ~~stock~~of ~~and~~2002 a(the ~~reduction~~“Sarbanes-Oxley ~~in our~~Act”), ~~ability~~and tothe ~~raise~~Securities ~~capital~~Act. AThese ~~decline~~rules, inregulations ~~the~~and ~~price~~requirements ofare ~~our~~extensive. ~~common~~We may ~~stock~~incur ~~could~~significant becosts ~~especially~~associated ~~detrimental~~with to our ~~liquidity,~~public ~~our~~company ~~operations~~ corporate governance and ~~strategic~~reporting ~~plans~~requirements. ~~Such~~This ~~reductions~~ may ~~force~~divert usmanagement’s attention ~~to reallocate funds~~ from other ~~planned~~business ~~uses~~concerns, ~~and~~which ~~may~~could have a ~~significant~~material ~~negative~~adverse effect on our business, ~~plan~~financial condition and results of operations,. ~~including~~We ~~our~~also ~~ability~~expect tothat ~~develop~~these ~~new~~applicable ~~services~~rules and ~~continue~~regulations ~~our~~may ~~current~~make ~~operations.~~it Ifmore ~~our~~difficult ~~common stock~~and ~~price~~more ~~declines,~~expensive wefor ~~can~~us ~~offer~~to noobtain director ~~assurance~~and ~~that~~officer liability insurance and we ~~will~~may be ~~able~~required to ~~raise~~accept ~~additional~~reduced ~~capital~~policy orlimits ~~generate~~and ~~funds~~coverage ~~from~~or ~~operations~~incur ~~sufficient~~substantially higher costs to ~~meet~~obtain ~~our~~the ~~obligations.~~same Ifor wesimilar ~~are~~coverage. ~~unable~~As toa ~~raise~~result, ~~sufficient~~it ~~capital~~may inbe ~~the~~more ~~future,~~difficult wefor ~~may~~us ~~not~~to beattract ~~able~~and toretain ~~have~~qualified ~~the~~individuals to ~~resources~~serve toon ~~continue~~ our ~~normal~~board ~~operations~~of directors or as executive officers.

~~Concentrated~~Future ~~ownership~~changes ofin ~~our~~financial ~~common~~accounting ~~stock~~standards ~~creates~~or apractices ~~risk~~may ofcause ~~sudden~~adverse ~~changes~~unexpected infinancial ~~our~~reporting ~~common~~fluctuations ~~stock~~and ~~price~~affect reported results of operations.

~~The sale~~A bychange ~~any~~in ~~shareholder~~accounting ofstandards or practices can have a significant ~~portion~~effect on our reported results and may even affect our reporting of ~~their~~transactions ~~holdings~~completed ~~could~~before the ~~have~~change ais ~~material~~effective. ~~adverse~~New ~~effect~~accounting onpronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the ~~market~~future. ~~price~~Changes to existing rules or the questioning of current practices may adversely affect our ~~common~~reported financial results ~~stock~~or the way we conduct business.

~~Sales~~“Penny ofStock” ~~our~~rules ~~currently issued and outstanding stock~~ may ~~become~~make ~~freely~~buying ~~tradable~~or ~~pursuant~~selling ~~to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of~~ our common stock difficult.

~~A substantial~~Trading ~~majority~~in ofour ~~the~~common ~~outstanding~~stock ~~shares~~has previously ofbeen ~~Common~~subject ~~Stock~~to ~~are~~the “~~restricted~~penny ~~securities~~stock” ~~within~~rules. ~~the~~The ~~meaning~~SEC ofhas ~~Rule~~adopted ~~144 under~~regulations ~~the~~that ~~Securities~~generally ~~Act~~define ofa ~~1933,~~penny asstock ~~amended~~to be ~~(the~~any ~~“Securities~~equity ~~Act”)~~security ~~(“Rule~~that ~~144”).~~has Asa ~~restricted~~market ~~shares,~~price ~~these shares~~of ~~may~~less bethan ~~resold~~$5.00 ~~only~~per ~~pursuant~~share, subject to ancertain ~~effective~~exceptions. ~~registration~~These ~~statement~~rules orrequire ~~under~~that ~~the~~any broker-dealer ~~requirements~~that ofrecommends ~~Rule~~our ~~144~~common orstock ~~other~~to ~~applicable~~persons ~~exemptions from~~other ~~registration~~than ~~under~~prior ~~the~~customers ~~Securities Act~~ and asaccredited ~~required~~investors, ~~under~~must, ~~applicable~~prior ~~state~~to ~~securities~~the ~~laws. Rule 144 provides in essence that~~sale, make a ~~non-affiliate~~special ~~who~~written ~~has~~suitability ~~held~~determination ~~restricted securities~~ for athe ~~period~~purchaser ofand atreceive ~~least~~the ~~six~~purchaser’s ~~months~~written ~~may~~agreement ~~sell~~to ~~their~~execute ~~shares~~the transaction. ofUnless ~~common~~an ~~stock.~~exception ~~Under~~is ~~Rule 144~~available, ~~affiliates~~the ~~who~~regulations ~~have~~require ~~held~~the ~~restricted~~delivery, ~~securities~~prior ~~for~~to aany ~~period~~transaction ofinvolving ata ~~least~~penny ~~six months may~~stock, of ~~under~~a ~~certain~~disclosure ~~conditions,~~schedule ~~sell~~explaining ~~every~~the ~~three months,~~penny instock ~~brokerage~~market ~~transactions,~~and athe ~~number~~risks ofassociated ~~shares~~with ~~that~~trading ~~does~~in ~~not exceed~~ the ~~greater~~penny ofstock 1%market. ofIn aaddition, broker-dealers ~~company’s~~must ~~outstanding~~disclose ~~shares of~~commissions ~~common~~payable ~~stock~~to orboth the ~~average~~broker-dealer ~~weekly~~and ~~trading volume during~~ the ~~four~~registered ~~calendar~~representative ~~weeks~~and ~~prior~~current toquotations for the ~~sale.~~securities Athey ~~sale~~offer. ~~under~~The ~~Rule~~additional ~~144~~burdens orimposed ~~under any~~upon ~~other~~broker-dealers ~~exemption~~by ~~from~~such ~~the~~requirements ~~Securities~~may ~~Act,~~discourage ifbroker-dealers ~~available,~~from affecting ortransactions ~~pursuant~~in ~~to subsequent registrations of~~ our ~~shares of~~ common stock, ~~may have~~which acould ~~depressive~~severely ~~effect~~limit ~~upon~~ the market price ofand ~~our~~liquidity ~~shares~~ of our common stock ~~in any active market that may develop~~.

~~We do~~Risk ~~not~~Related ~~plan~~ to ~~declare or pay any dividends to~~ our ~~stockholders~~Intellectual inProperty ~~the near future.~~Rights

WeIt ~~have~~may ~~not~~be ~~declared~~difficult ~~any dividends in the past,~~ and wecostly ~~do not intend~~ to ~~distribute~~protect ~~dividends~~our inintellectual ~~the~~property ~~near future. The declaration~~rights, ~~payment~~ and ~~amount~~we ofcannot ~~any~~ensure ~~future dividends will be made at~~ the ~~discretion~~protection of ~~the~~these board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevantrights. ~~There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.~~

11Our commercial success depends, in part, on obtaining and maintaining patent protection for our technologies, products and processes, successfully defending these patents against third-party challenges and successfully enforcing these patents against third-party competitors. Proprietary rights relating to our current and potential products will be protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are effectively maintained as trade secrets. Patents owned by or licensed to us may not afford protection against competitors, and pending patent applications now or hereafter filed by us or our licensors may not result in patents being issued.

~~The~~Our patents ~~requirements~~or ofpatent ~~being~~applications, aor ~~public~~those ~~company~~licensed to us, if issued, may ~~strain~~be ~~our~~challenged, ~~resources~~invalidated or circumvented, and ~~distract~~the ~~management~~rights granted thereunder may not provide proprietary protection or competitive advantages to us against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies or duplicate any technology developed by us.

~~As a~~If ~~public company,~~ we cannot ~~are~~maintain ~~subject to~~ the ~~reporting~~confidentiality ~~requirements~~ of ~~the~~our ~~Securities~~proprietary ~~Exchange~~technology ~~Act~~and ofother ~~1934,~~confidential ~~as amended (the “Exchange Act”)~~information, ~~the~~our ~~Sarbanes-Oxley~~ability ~~Act~~to ofreceive ~~2002~~patent ~~(the “Sarbanes-Oxley Act”),~~ protection and ~~the~~our ~~Securities~~ability ~~Act.~~to ~~These~~protect ~~rules,~~valuable ~~regulations and~~information ~~requirements~~owned ~~are~~by ~~extensive.~~us We may ~~incur~~be ~~significant costs associated with our public company corporate governance and reporting requirements~~imperiled. ~~This~~Litigation may ~~divert~~be ~~management’s~~necessary ~~attention~~to ~~from~~assert ~~other~~claims ~~business~~of ~~concerns~~infringement, to ~~which~~enforce ~~could~~patents ~~have~~issued ato ~~material adverse effect on our business~~us, ~~financial~~to ~~condition~~protect ~~and~~trade ~~results~~secrets ofor ~~operations.~~know-how Weowned ~~also~~by ~~expect~~us, ~~that~~or ~~these~~to ~~applicable~~determine ~~rules~~the scope and ~~regulations~~validity ~~may~~of ~~make~~the ~~it more~~proprietary ~~difficult~~rights ~~and~~of ~~more~~others. ~~expensive~~In ~~for~~addition, usinterference, toderivation, ~~obtain~~post-grant ~~director~~oppositions, and ~~officer~~similar ~~liability~~proceedings ~~insurance and we~~ may be ~~required~~necessary to ~~accept reduced policy~~determine ~~limits~~rights ~~and~~to ~~coverage~~inventions orin ~~incur~~our ~~substantially~~patents ~~higher~~and ~~costs~~patent toapplications. ~~obtain~~Litigation ~~the same~~ or similar ~~coverage.~~proceedings Ascould a result, itin ~~may~~substantial becosts ~~more~~to ~~difficult~~and ~~for~~diversion usof toeffort ~~attract~~by us and ~~retain~~could ~~qualified~~have ~~individuals~~a tomaterial ~~serve~~adverse effect on our ~~board~~business, financial condition and results of ~~directors~~operations. orThese efforts asby ~~executive~~us ~~officers~~may not be successful.

~~Future~~We ~~changes~~also inrely ~~financial~~on ~~accounting~~our ~~standards~~know-how, ortrade ~~practices~~secrets, ~~may~~and ~~cause~~continuing ~~adverse~~technological ~~unexpected~~innovation ~~financial~~to ~~reporting~~develop ~~fluctuations~~and maintain our proprietary and ~~affect~~competitive position. ~~reported~~However, know-how and trade secrets are difficult to protect. While we require and continue to intend to require employees, ~~results~~academic ofcollaborators, ~~operations~~consultants and other contractors to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary or licensed information. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may also arise as to the rights in related or resulting know-how and inventions.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.13

~~“Penny~~We ~~Stock” rules~~ may ~~make~~not ~~buying~~be orable ~~selling~~to protect our ~~common~~intellectual ~~stock~~property ~~difficult~~rights throughout the world.

Trading in our common stock has previously been subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per shareFiling, ~~subject to certain exceptions. These~~ ~~rules~~prosecuting ~~require that any broker-dealer that recommends our common stock to persons other than prior customers~~ and ~~accredited~~defending ~~investors, must,~~patents ~~prior~~on toproduct ~~the~~candidates ~~sale,~~in ~~make~~all acountries ~~special written suitability determination for the purchaser~~ and ~~receive~~jurisdictions ~~the~~throughout ~~purchaser’s written agreement to execute~~ the ~~transaction.~~world ~~Unless~~would anbe ~~exception is available~~prohibitively expensive, ~~the~~and ~~regulations~~our ~~require~~intellectual ~~the~~property ~~delivery,~~rights ~~prior~~in tosome ~~any~~countries ~~transaction involving~~outside ~~a penny stock, of a disclosure schedule explaining~~ the ~~penny~~United ~~stock~~States ~~market~~could ~~and~~be ~~the~~less ~~risks~~extensive ~~associated~~than ~~with~~those ~~trading~~ offered in the ~~penny stock~~United ~~market~~States. ~~In addition~~Consequently, ~~broker-dealers~~we ~~must~~may ~~disclose~~not ~~commissions~~be ~~payable~~able to ~~both~~prevent ~~the~~third ~~broker-dealer~~parties ~~and~~from ~~the~~appropriating ~~registered~~our ~~representative and~~inventions ~~current~~in ~~quotations~~all ~~for~~countries outside the ~~securities~~United ~~they~~States, ~~offer.~~or ~~The~~from ~~additional~~selling ~~burdens~~or ~~imposed~~importing ~~upon~~products ~~broker-dealers~~made byusing ~~such~~our ~~requirements~~inventions ~~may discourage broker-dealers from effecting transactions~~ in ~~our~~and ~~common~~into ~~stock, which could severely limit~~ the ~~market~~United ~~price~~States ~~and~~or ~~liquidity~~other ~~of our common stock~~jurisdictions.

~~Risk~~Competitors ~~Related~~may use our technologies in jurisdictions where we do not have, or where we do not pursue and obtain, patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our ~~Intellectual~~product ~~Property~~and ~~Rights~~our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Even if we pursue and obtain issued patents in particular jurisdictions, our patent claims or other intellectual property rights may not be effective or sufficient to prevent third parties from so competing.

ItFurther, ~~may~~the belaws ~~difficult~~of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and ~~costly~~defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection. This could make it difficult for us to ~~protect~~stop the infringement of our patents, if obtained, or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we ~~cannot~~may choose ~~ensure~~not ~~the~~to seek patent protection in certain countries, and we will not have the benefit of ~~these~~patent ~~rights~~protection in such countries.

~~Our~~Moreover, ~~commercial~~proceedings ~~success~~to ~~depends~~enforce our patent rights, inor ~~part~~those of our licensors or partners, onin ~~obtaining~~foreign ~~and~~jurisdictions ~~maintaining~~could ~~patent~~result ~~protection~~in ~~for~~substantial costs ~~our~~and ~~technologies,~~divert ~~products~~our efforts and ~~processes,~~attention ~~successfully defending~~from ~~these~~other ~~patents~~aspects ~~against~~of ~~third-party~~our ~~challenges~~business, ~~and~~could ~~successfully~~put ~~enforcing~~our ~~these~~in-licensed patents, ~~against~~or ~~third-party~~any ~~competitors.~~patents ~~Proprietary~~that ~~rights~~we ~~relating~~may toown ~~our~~in ~~current~~the ~~and~~future, ~~potential~~at ~~products~~risk ~~will~~of bebeing ~~protected~~invalidated ~~from~~or ~~unauthorized~~interpreted ~~use~~narrowly, bycould ~~third~~put ~~parties~~our ~~only~~owned toor ~~the~~in-licensed ~~extent~~patent ~~that~~applications ~~they~~at ~~are~~risk ~~covered~~of bynot ~~valid~~issuing and ~~enforceable~~could ~~patents~~provoke orthird ~~are~~parties ~~effectively~~to ~~maintained~~assert asclaims ~~trade~~against ~~secrets~~us. ~~Patents~~We ~~owned~~may bynot orprevail ~~licensed~~in toany uslawsuits that we initiate, and the damages or other remedies awarded, if any, may not ~~afford~~be ~~protection~~commercially ~~against~~meaningful. ~~competitors~~Accordingly, ~~and~~ our ~~pending~~efforts ~~patent~~to ~~applications~~enforce ~~now~~our orintellectual property ~~hereafter~~rights ~~filed~~around bythe orworld ~~licensed~~may be inadequate to usobtain ~~may~~a ~~not result~~significant incommercial ~~patents~~advantage ~~being~~from ~~issued~~the intellectual property that we develop or license.

~~Our~~If we ~~patents~~fail orto ~~patent~~obtain ~~applications,~~ or ~~those~~maintain ~~licensed~~patent toprotection ~~us,~~or iftrade ~~issued,~~secret ~~may~~protection befor ~~challenged,~~our ~~invalidated~~product candidates or ~~circumvented~~our technologies, ~~and~~third ~~the rights granted~~parties ~~thereunder~~could ~~may~~use ~~not~~our ~~provide~~ proprietary ~~protection~~information, orwhich ~~competitive~~could ~~advantages~~impair toour usability ~~against~~to ~~competitors~~compete ~~with~~in ~~similar~~the ~~technology.~~market ~~Furthermore, our~~and ~~competitors~~adversely ~~may~~affect ~~independently~~our ~~develop~~ability ~~similar~~to ~~technologies~~generate revenues orand ~~duplicate~~attain ~~any technology developed by us~~profitability.

IfWe may wealso ~~cannot~~rely ~~maintain~~on the ~~confidentiality~~trademarks ofwe ~~our~~may ~~proprietary~~develop ~~technology~~to ~~and~~distinguish ~~other confidential information,~~ our ~~ability~~products tofrom ~~receive~~the ~~patent protection~~products ~~and~~of our ~~ability~~competitors. toWe ~~protect~~cannot ~~valuable~~guarantee ~~information~~that any ~~owned~~trademark applications filed by us ~~may~~or beour ~~imperiled.~~business ~~Litigation~~partners ~~may~~will be ~~necessary~~approved. toThird ~~assert~~parties ~~claims of~~may ~~infringement,~~also tooppose ~~enforce~~such ~~patents~~trademark ~~issued to us~~applications, ~~to protect trade secrets~~ or ~~know-how~~otherwise ~~owned~~challenge byour ~~us,~~use orof ~~to determine~~ the ~~scope~~trademarks. ~~and~~In ~~validity of~~ the ~~proprietary~~event ~~rights~~that ofthe ~~others.~~trademarks Inwe ~~addition,~~use ~~interference,~~are ~~derivation,~~successfully ~~post-grant oppositions~~challenged, ~~and~~we ~~similar~~could ~~proceedings may~~ be ~~necessary~~forced to ~~determine~~rebrand ~~rights~~our toproducts, ~~inventions~~which incould ~~our~~result ~~patents~~in ~~and~~loss ~~patent~~of ~~applications.~~brand ~~Litigation~~recognition, orand ~~similar~~could ~~proceedings~~require ~~could~~us ~~result~~to indevote ~~substantial costs~~resources to advertising and marketing ~~diversion~~new ofbrands. ~~effort~~Further, bywe uscannot ~~and~~provide ~~could~~assurance ~~have~~that acompetitors ~~material~~will ~~adverse~~not ~~effect~~infringe onthe ~~our~~trademarks ~~business~~we use, ~~financial~~or ~~condition~~that ~~and~~we ~~results~~will ~~of operations.~~have ~~These~~adequate ~~efforts~~resources byto usenforce ~~may~~these ~~not be successful~~trademarks.

~~We also~~Risks ~~rely~~Related ~~on our know-how, trade secrets, and continuing technological innovation~~ to ~~develop~~Governmental ~~and maintain our proprietary position. However,~~Regulation ~~know-how~~ and trade secrets are difficult to protect. While we require and continue to intend to require employees, academic collaborators, consultants and other contractors to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary or licensed information. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may also arise as to the rights in related or resulting know-how and inventions.Enforcement

12Regulatory changes or actions may alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects our business, prospects, or operations.

WeAs ~~may~~digital ~~not~~assets behave ~~able~~grown toin ~~protect~~both ~~our~~popularity ~~intellectual~~and ~~property~~market ~~rights~~size, ~~throughout~~governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.

~~Filing,~~For ~~prosecuting~~example, ~~and~~in ~~defending~~January ~~patents~~2023, onthe ~~product~~Federal ~~candidates~~Reserve, inOffice ~~all~~of ~~countries~~the ~~and~~Comptroller ~~jurisdictions~~of ~~throughout~~ the ~~world~~Currency, ~~would~~and beFDIC ~~prohibitively expensive,~~issued ~~and~~a ~~our~~joint ~~intellectual~~statement ~~property~~effectively discouraging ~~rights~~banks infrom ~~some~~doing ~~countries~~business ~~outside~~with ~~the~~clients ~~United~~in ~~States~~digital-asset ~~could~~industries, bewhich ~~less~~could ~~extensive~~potentially ~~than~~create ~~those~~challenges ~~offered~~regarding access into ~~the~~financial ~~United States~~services. ~~Consequently~~In January 2023, wethe ~~may~~Federal ~~not~~Reserve bealso ~~able~~issued toa ~~prevent~~policy ~~third~~statement ~~parties~~broadening ~~from~~its ~~practicing~~authority ~~our~~to ~~inventions~~cover state-chartered institutions. Moreover, in ~~all~~January ~~countries~~2023, ~~outside~~ the ~~United~~White ~~States,~~House orissued ~~from~~a ~~selling~~statement orcautioning ~~importing~~deepening ~~products~~ties ~~made~~between ~~using~~digital-assets ~~our~~and ~~inventions~~the inbroader financial ~~and~~system. ~~into~~Meanwhile, the ~~United~~SEC ~~States~~has orannounced ~~other~~several ~~jurisdictions~~actions aimed at curtailing activities it deems sales of unregistered securities.

Competitors may use our technologies in jurisdictions where we do not have, or where we do not pursue and obtain, patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our product and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Even if we pursue and obtain issued patents in particular jurisdictions, our patent claims or other intellectual property rights may not be effective or sufficient to prevent third parties from so competing.14

~~Further~~However, ~~the~~also ~~laws~~during ofJanuary ~~some~~2023, ~~foreign countries do not protect intellectual property rights to~~ the ~~same extent as the laws of the United States~~U. ~~Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions~~S. ~~The~~ ~~legal~~House ~~systems~~ of ~~some~~Representatives ~~countries,~~announced ~~particularly~~its ~~developing~~first ~~countries,~~ever doFinancial ~~not~~Services ~~favor~~Subcommittee ~~the~~on ~~enforcement~~Digital ~~of patents~~ Assets and ~~other~~the ~~intellectual property~~intention ~~protection.~~to ~~This~~develop ~~could~~a ~~make~~regulatory itframework ~~difficult~~ for ~~us to stop~~ the ~~infringement~~use ofand ~~our~~trade ~~patents, if obtained, or the misappropriation~~ of ~~our~~digital ~~other~~assets ~~intellectual~~and ~~property~~related ~~rights.~~financial ~~For~~services ~~example,~~products ~~many foreign countries have compulsory licensing laws under which a patent owner~~in ~~must~~the ~~grant~~United ~~licenses to third parties~~States. InBipartisan ~~addition,~~leadership ~~many~~of ~~countries limit~~ the ~~enforceability~~Senate ofBanking ~~patents~~Committee ~~against~~announced ~~third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on~~ a ~~country-by-country~~similar ~~basis, which is an expensive and time-consuming process with uncertain outcomes~~objective. ~~Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.~~

~~Moreover,~~Given ~~proceedings~~the todifficulty ~~enforce~~of ~~our~~predicting ~~patent~~the ~~rights,~~outcomes ~~or those~~ of ~~our~~ongoing ~~licensors or partners, in foreign jurisdictions could result in substantial costs~~ and ~~divert~~future ~~our~~regulatory ~~efforts~~actions and ~~attention~~legislative ~~from other aspects of our business~~developments, ~~could~~it ~~put~~is ~~our~~possible ~~in-licensed patents, or any patents~~ that we ~~may own in the future, at risk of being invalidated or interpreted narrowly, could put our owned or in-licensed patent applications~~they ~~at risk of not issuing and~~ could ~~provoke~~have ~~third~~a ~~parties~~material toadverse ~~assert~~effect ~~claims~~on ~~against~~our ~~us. We may not prevail in any lawsuits that we initiate~~business, ~~and~~ ~~the~~prospects ~~damages~~ or ~~other remedies awarded, if any, may not be commercially meaningful~~operations. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

IfOur weinteractions ~~fail~~with toa ~~obtain~~blockchain ormay ~~maintain~~expose ~~patent~~us ~~protection~~to orspecially ~~trade~~designated ~~secret~~nationals ~~protection~~(“SDN”) ~~for our product candidates~~ or ~~our~~blocked ~~technologies,~~persons ~~third~~and ~~parties~~new legislation ~~could~~or ~~use~~regulation ~~our proprietary information, which~~ could ~~impair~~adversely impact our ~~ability~~business toor ~~compete in~~ the market ~~and~~for ~~adversely~~digital ~~affect our ability to generate revenues and attain profitability~~assets.

WeThe ~~may~~Office ~~also~~of ~~rely~~Financial onAssets ~~the~~Control ~~trademarks~~(“OFAC”) weof ~~may~~the ~~develop~~U.S. toDepartment ~~distinguish~~of ~~our~~Treasury ~~products~~requires ~~from~~us ~~the~~to ~~products~~comply ofwith ~~our~~its ~~competitors.~~sanction Weprogram and ~~cannot~~not ~~guarantee that~~conduct ~~any~~business ~~trademark~~with ~~applications~~persons ~~filed~~named byon usits orSDN ~~our~~list. ~~business~~However, ~~partners~~because ~~will~~of bethe ~~approved.~~pseudonymous ~~Third~~nature ~~parties~~of blockchain transactions we may ~~also~~inadvertently ~~oppose~~and ~~such~~without ~~trademark~~our ~~applications, or~~knowledge ~~otherwise~~engage ~~challenge~~in ~~our~~transactions ~~use~~with ofpersons ~~the~~named ~~trademarks.~~on InOFAC’s ~~the~~SDN ~~event~~list. ~~that~~Our ~~the~~Company’s ~~trademarks~~policy prohibits weany ~~use~~transactions ~~are~~with ~~successfully~~such ~~challenged~~SDN individuals, and we ~~could~~take beall ~~forced~~ commercially reasonable steps to ~~rebrand~~avoid ~~our~~such ~~products~~transactions, ~~which~~but ~~could~~we may ~~result~~not inbe ~~loss~~adequately capable of ~~brand~~determining ~~recognition,~~the ~~and~~ultimate ~~could~~identity ~~require~~of usthe toindividual ~~devote~~with ~~resources~~whom we transact with respect to ~~advertising~~selling ~~and~~our ~~marketing~~digital ~~new brands~~assets. ~~Further~~Moreover, wethere ~~cannot~~is ~~provide~~a ~~assurance~~risk that ~~competitors~~some ~~will~~bad ~~not~~actors ~~infringe~~will ~~the~~continue ~~trademarks~~to weattempt to use digital assets, oras ~~that~~a wepotential ~~will~~means of ~~have~~avoiding ~~adequate~~federally ~~resources~~imposed tosanctions, ~~enforce~~such ~~these~~as ~~trademarks~~those imposed in connection with the Russian invasion of Ukraine.

~~Risks~~We ~~Related~~are unable to ~~Governmental~~predict ~~Regulation~~the nature or extent of new and ~~Enforcement~~proposed legislation and regulation affecting the digital asset industry, or the potential impact of the use of digital assets by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

~~Regulatory changes~~Item or1B. ~~actions~~Unresolved ~~may~~Staff ~~alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects our business, prospects, or operations~~Comments.

As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear and evolving regulatory requirementsNone.

~~For example,~~Item in January 2023, the Federal Reserve, Office of the Comptroller of the Currency, and FDIC issued a joint statement effectively discouraging banks from doing business with clients in digital-asset industries, which could potentially create challenges regarding access to financial services1C. ~~In January 2023, the Federal Reserve also issued a policy statement broadening its authority to cover state-chartered institutions~~Cybersecurity. Moreover, in January 2023, the White House issued a statement cautioning deepening ties between digital-assets and the broader financial system. Meanwhile, the SEC has announced several actions aimed at curtailing activities it deems sales of unregistered securities.

13Risk Management and Strategy

~~However,~~Managing cybersecurity risk is ~~also~~critical ~~during~~to ~~January~~supporting ~~2023~~our vision, ~~the~~enabling Uour strategy, and safely operating our business.S. ~~House~~We recognize the importance of ~~Representatives~~assessing, identifying, ~~announced~~and ~~its~~managing ~~first~~material ~~ever~~risks ~~Financial~~associated ~~Services~~with ~~Subcommittee~~cybersecurity onthreats. ~~Digital~~Our ~~Assets~~ process for identifying and ~~the~~assessing ~~intention~~material torisks from ~~develop~~cybersecurity athreats ~~regulatory~~operates ~~framework~~alongside ~~for~~our ~~the~~broader ~~use~~overall ~~and~~risk ~~trade~~assessment process which covers all Company risks. As part of ~~digital~~this process, ~~assets~~appropriate personnel collaborate with third-party subject matter experts to gather insights for identifying and ~~related~~assessing ~~financial~~material risks ~~services~~associated ~~products~~with incybersecurity threats, their severity, and potential mitigations. Further, we provide periodic training for all personnel regarding cybersecurity threats, with such training appropriate to the ~~United~~roles, ~~States.~~responsibilities ~~Bipartisan~~and ~~leadership~~access of the ~~Senate~~relevant ~~Banking~~Company personnel. ~~Committee~~Our ~~announced~~policies arequire ~~similar~~all ~~objective~~workers to report any real cybersecurity incident or suspected cybersecurity threat.

~~Given the~~We ~~difficulty~~have ofa ~~predicting~~cybersecurity risk ~~the~~assessment ~~outcomes~~process ~~of ongoing and future regulatory actions and legislative developments, it is possible~~ that ~~they~~ ~~could~~involves ~~have~~the aactivities ~~material~~listed ~~adverse effect on our business~~below, ~~prospects~~among ~~or operations.~~others:

~~Our interactions~~● ~~with~~Compare aour ~~blockchain~~processes ~~may~~to ~~expose~~benchmark usstandards, tosuch ~~specially~~as ~~designated~~those ~~nationals~~set by the National Institute of Standards and Technology (“~~SDN~~NIST”). or● ~~blocked~~Closely ~~persons~~monitor emerging data protection laws and ~~new~~implement ~~legislation or~~changes ~~regulation~~to ~~could~~our ~~adversely~~processes ~~impact~~as needed. ● Conduct annual cybersecurity management and incident training for employees involved in our ~~business~~systems orthat contain sensitive data. ● Run tabletop exercises to simulate a response to a cybersecurity incident and use the ~~market~~findings ~~for~~to ~~digital~~improve ~~assets~~our processes and technologies as needed. ● Carry cybersecurity risk insurance that provides protection against potential losses arising from a cybersecurity incident.

The Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its SDN list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, and we take all commercially reasonable steps to avoid such transactions, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling our digital assets. Moreover, there is a risk that some bad actors will continue to attempt to use digital assets, as a potential means of avoiding federally imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine.15

~~We are~~As ~~unable~~part ~~to predict the nature or extent~~ of ~~new and proposed legislation and regulation affecting~~ the ~~digital~~above ~~asset industry~~process, ~~or the~~ ~~potential~~we ~~impact~~engage ofthird-party ~~the~~services ~~use~~to ofprovide ~~digital~~24-hour, ~~assets~~365-day bymonitoring, ~~SDN or other blocked or sanctioned persons~~escalation, ~~which could have material adverse effects on our business~~ and ~~our~~response ~~industry~~to ~~more~~cyber ~~broadly~~incidents. ~~Further,~~In weaddition ~~may be subject~~ to ~~investigation,~~consulting on ~~administrative~~best ~~or court proceedings~~practices, ~~and civil~~we orleverage ~~criminal~~a ~~monetary~~third-party ~~fines~~expert ~~and~~security ~~penalties~~firm asfor aindependent ~~result~~evaluations of ~~any~~our ~~regulatory~~security ~~enforcement~~controls ~~actions,~~through ~~all~~penetration testing. ofThese ~~which~~evaluations ~~could~~test ~~harm~~both ~~our~~the ~~reputation~~ design and ~~affect~~ the ~~value~~operational effectives of ~~our~~security ~~common stock~~controls.

~~Item~~Our process also addresses 1Bmaterial risks from cybersecurity threats associated with our use of third-party service providers, including those in our supply chain, our product development partners, or those who have access to sensitive data or our systems. ~~Unresolved~~Third-party ~~Staff~~risks ~~Comments~~are included within our broader overall risk assessment process, and cybersecurity considerations are considered during the selection and oversight of our third-party service providers.

~~None.~~Governance

~~Item~~Our board of directors, in coordination 1Cwith the Audit Committee, oversees our risk management program, including the management of risks associated with cybersecurity threats. Our ~~Cybersecurity~~board of directors and Audit Committee receive periodic updates on developments in our cybersecurity risk management practices, evolving standards, third-party vulnerability assessments, and information security issues. On an annual basis, our board of directors and the Audit Committee discuss our approach to overseeing cybersecurity threats with senior management, including our Chief Executive Officer (“CEO”). At the direction of the Board of Directors, the Company is in the process of strengthening its risk management procedures. In this specific regard, the Company has begun a search for a Chief Financial Officer (CFO), and will place similar recruitment emphasis on identifying a Senior Risk Officer and recruitment of additional board members who have had Board level Audit Committee experience.

~~Risk~~Senior management works collaboratively ~~Management~~across the organization to implement a program designed to protect our information systems from cybersecurity threats and ~~Strategy~~to respond to any cybersecurity incidents in accordance with our incident response and recovery plans. A cross-functional team addresses cybersecurity threats and responds to cybersecurity incidents through communications within the team and with third-party experts to stay informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents and report such incidents to the board of directors and the Audit Committee when appropriate.

~~Managing cybersecurity~~As ~~risk~~of isthe ~~critical~~date toof ~~supporting~~this ~~our~~Form ~~vision~~10-K, we ~~enabling~~are ~~our~~not ~~strategy,~~aware ~~and safely operating our business. We recognize the importance~~ of ~~assessing,~~cybersecurity ~~identifying,~~incidents ~~and~~that ~~managing~~have ~~material~~materially ~~risks~~affected ~~associated~~or ~~with~~are ~~cybersecurity~~reasonably ~~threats.~~likely ~~Our~~to ~~process~~materially ~~for~~affect ~~identifying~~the ~~and~~Company, ~~assessing~~including ~~material risks from cybersecurity threats operates alongside~~ our ~~broader~~business, ~~overall~~strategy, ~~risk~~results ~~assessment process which covers all Company risks. As part~~ of ~~this process~~operations, ~~appropriate~~or ~~personnel~~financial ~~collaborate~~condition ~~with~~at ~~third-party~~this ~~subject~~time. ~~matter~~For ~~experts~~further todiscussion ~~gather~~of ~~insights~~the ~~for identifying and assessing material~~ risks associated with cybersecurity ~~threats~~incidents, ~~their~~see ~~severity,~~Part ~~and potential mitigations. Further~~I, weItem ~~provide~~1A ~~periodic training~~of ~~for~~this ~~all~~Form ~~personnel~~10-K ~~regarding~~under ~~cybersecurity~~the ~~threats,~~risk ~~with~~factor ~~such~~entitled ~~training~~Risks ~~appropriate~~Specific to ~~the roles, responsibilities and access of the relevant Company personnel.~~ Our ~~policies require all workers to report any real or suspected cybersecurity event~~Business.

~~We have~~Item a2. ~~cybersecurity risk assessment process that involves the activities listed below, among others:~~Properties.

●Our principal ~~Compare~~place ~~our processes to benchmark standards, such as those set by the National Institute~~ of ~~Standards~~business and ~~Technology~~corporate ~~(“NIST”).~~headquarters ●is ~~Closely~~located ~~monitor~~at ~~emerging~~1244 ~~data protection laws and implement changes to our processes as needed~~N. ●Stone ~~Conduct~~Street, ~~annual~~Unit ~~cybersecurity~~#3, ~~management~~Chicago, ~~and~~Illinois, ~~incident~~which ~~training~~we ~~for~~lease on ~~employees involved in our systems that contain sensitive data. ● Run tabletop exercises to simulate~~ a ~~response~~ month-to-month abasis. ~~cybersecurity~~We ~~incident~~believe ~~and~~that ~~use the findings to improve~~ our ~~processes~~current ~~and~~office ~~technologies~~is assufficient ~~needed.~~in ●size ~~Carry~~for ~~cybersecurity~~current ~~risk~~and ~~insurance~~future ~~that provides protection against potential losses arising from a cybersecurity incident~~operations.

14Item 3. Legal Proceedings.

~~As part of the above process, we engage third-party services to provide 24-hour, 365-day monitoring, escalation, and response to cyber events~~None. In addition to consulting on best practices, we leverage a third-party expert security firm for independent evaluations of our security controls through penetration testing. These evaluations test both the design and the operational effectives of security controls.

~~Our process~~Item also addresses material risks from cybersecurity threats associated with our use of third-party service providers, including those in our supply chain, our product development partners, or those who have access to sensitive data or our systems4. ~~Third-party~~Mine ~~risks are~~Safety ~~included within our broader overall risk assessment process, and cybersecurity considerations are considered during the selection and oversight of our third-party service providers~~Disclosures.

~~Governance~~Not applicable.

~~Our board~~PART of directors, in coordination with the Audit Committee, oversees our risk management program, including the management of risks associated with cybersecurity threats. Our board of directors and Audit Committee receive periodic updates on developments in our cybersecurity risk management practices, evolving standards, third-party vulnerability assessments, and information security issues. On an annual basis, our board of directors and the Audit Committee discuss our approach to overseeing cybersecurity threats with senior management, including our Chief Executive Officer (“CEO”).II

~~Senior management~~Item works collaboratively across the organization to implement a program designed to protect our information systems from cybersecurity threats and to respond to any cybersecurity incidents in accordance with our incident response and recovery plans5. AMarket ~~cross-functional team~~for ~~addresses~~Registrant’s ~~cybersecurity~~Common ~~threats and responds to cybersecurity incidents through communications within the team and with third-party experts to stay informed about and monitor the prevention~~Equity, ~~detection,~~Related ~~mitigation,~~Stockholder ~~and~~Matters ~~remediation of cybersecurity threats~~ and ~~incidents and~~Issuer ~~report~~Purchases ~~such incidents to the board~~ of ~~directors~~Equity ~~and the Audit Committee when appropriate~~Securities.

~~As of~~Market the date of this Form 10-K, we are not aware of cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business, strategy, results of operations, or financial condition at this time. For further discussion of the risks associated with cybersecurity incidents, see Part I, Item 1A of this Form 10-K under the risk factor entitled.Information

~~Item~~Our 2.common ~~Properties~~stock is traded on the OTC Markets under the trading symbol “IONI.” The following table lists the high and low sale information for our common stock as quoted on the OTC Markets for the fiscal years ended December 31, 2023 and 2024:

Our principal place of business and corporate headquarters is located at 1244 N. Stone Street, Unit #3, Chicago, IL, which we lease on a month-to-month basis. We believe that our current office is sufficient in size for current and future operations.

	Price Range
Quarter Ended	High ($)		Low ($)
December 31, 2024	$	0.3700	$	0.3400
September 30, 2024	$	0.4500	$	0.4000
June 28, 2024	$	0.5391	$	0.5335
March 28, 2024	$	0.3000	$	0.3000
December 29, 2023	$	0.2500	$	0.2160
September 29, 2023	$	0.0710	$	0.0710
June 30, 2023	$	0.2480	$	0.2090
March 31, 2023	$	0.2700	$	0.2400

~~Item 3. Legal Proceedings.~~16

~~None~~The above quotations from the OTC Markets reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~Item 4.~~Record ~~Miney~~Holders ~~Safety Disclosures.~~

~~Not~~The number of record holders of ~~applicable~~our common stock as of December 31, 2024, was approximately 700 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary.

~~PART II~~Dividends

~~Item 5.~~We ~~Market~~have ~~for~~not ~~Registrant’s~~paid ~~Common~~or ~~Equity,~~declared any ~~Related~~cash ~~Stockholder~~dividends ~~Matters~~on our common stock and ~~Issuer~~we ~~Purchases~~do ofnot ~~Equity~~anticipate ~~Securities~~paying dividends on our common stock for the foreseeable future.

~~Market Information~~Recent Sales of Unregistered Securities

~~Our~~On ~~common~~September ~~stock~~28, is2022, ~~traded~~the onCompany ~~the~~entered ~~OTC~~into ~~Markets~~a ~~under~~Series ~~the~~A ~~trading~~Preferred ~~symbol~~Stock Purchase Agreement (the “~~IONI~~Purchase Agreement”) with I-ON Acquisition Corp., (“IAC”) ~~The~~a ~~following~~Florida ~~table~~corporation ~~lists~~owned by Carlos Montoya, the ~~high~~Company’s Chief Executive Officer and ~~low~~therefore ~~sale~~a related party. ~~information~~Pursuant ~~for~~to ~~our~~the ~~common~~terms ~~stock~~of asthe ~~quoted~~Purchase onAgreement, IAC was to acquire 3,000 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the ~~OTC~~“Series ~~Markets~~A Preferred Stock”) for proceeds in the ~~fiscal~~amount ~~years~~of ~~ended~~$250,000 ~~December~~(the 31“Subscription Amount”) in the form of a promissory note which was secured by the pledge of the Series A Preferred Stock, ~~2023~~the Series B Shares (as defined therein) and ~~2022:~~other assets of IAC in a Stock Pledge and Escrow Agreement (the “Pledge Agreement”). The Purchase Agreement was subsequently amended and in January 2023 the Company issued 3,600 shares of Series A Preferred Stock for $214,286 cash consideration.

	Price Range
Quarter Ended	High ($)		Low ($)
December 31, 2023	$	0.295		0.061
September 30, 2023	$	0.249		0.055
June 30, 2023	$	0.265		0.112
March 31, 2023	$	0.315		0.065
December 31, 2022	$	0.11		0.066
September 30, 2022	$	0.11		0.056
June 30, 2022	$	0.078		0.052
March 31, 2022	$	0.149	$	0.061

15In January 2023 the Company issued the Series B Preferred in exchange for cash consideration of $35,714. Also in January 2023, all 6,000 issued and outstanding shares of Series B Preferred Stock were converted into 6,000,000 shares of Common Stock.

~~The~~Also ~~above~~in ~~quotations~~January ~~from~~2023, the ~~OTC~~Company ~~Markets~~cancelled ~~reflect~~350 ~~inter-dealer~~shares ~~prices,~~of ~~without~~Common ~~retail~~Stock ~~mark-up,~~issued ~~mark-down~~to ora ~~commission, and may not represent actual transactions~~stockholder.

~~Holders~~On April 13, 2023, the Company sold a total of 803 shares of Series A Preferred Stock to IAC for $176,342. The proceeds were used for general corporate purposes.

~~The~~In ~~number~~May ~~of record holders of our common stock as of December 31,~~ 2023, ~~was~~the ~~approximately~~Company ~~300~~issued ~~based~~1,000 onshares ~~information~~of ~~received~~Series ~~from~~A ~~our~~Preferred ~~transfer agent.~~Stock ~~This~~for ~~amount~~the ~~excludes~~value ~~an indeterminate number~~ of ~~shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary~~$219,500.

~~Dividends~~Also in May 2023, the Company issued 1,136,364 shares of Common Stock to Nahla Jacobs, in consideration for 189 Orbits AU Gold Backed Digital Assets.

WeIn ~~have~~May ~~not~~and ~~paid~~June or2023, ~~declared~~the ~~any~~Company ~~cash~~received ~~dividends~~$100,000 ~~on our common stock~~ and we$71,342, dorespectively, ~~not~~for ~~anticipate~~Series ~~paying~~A ~~dividends~~preferred ~~on our common~~ stock ~~for the foreseeable future~~.

~~Purchases~~Further in May 2023, the Company issued 550,000 shares of ~~Equity~~Common ~~Securities~~Stock pursuant to the service agreement the Company with Dutchess Group LLC for services valued at $121,000.

~~Orebits~~In ~~Transaction~~August 2023, the Company received $5,000 of proceeds for the sale of Series A preferred stock.

OnIn ~~December~~November ~~15,~~ 2023, the Company ~~consummated~~issued ~~its~~550,000 ~~previously~~warrants ~~announced~~to ~~transaction~~purchase ~~contemplated~~shares ~~by that certain Contribution and Exchange Agreement, dated as~~ of ~~October~~Common ~~30,~~Stock ~~2023~~to (the ~~“Contribution~~Holders ~~and~~of ~~Exchange~~promissory ~~Agreement”),~~notes byas ~~and~~additional consideration ~~between~~for the ~~Company~~loans. ~~and~~Pursuant ~~Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant~~ to ~~which~~ the ~~Company~~underlying ~~acquired~~loan ~~910~~agreements,~~000~~ ~~shares~~the ~~of currently~~warrant ~~outstanding~~holders ~~common~~can ~~stock~~purchase ~~of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits, in exchange for 910,000~~ shares of ~~Series~~Common ~~C Preferred~~ Stock ofat the price ~~Company~~of ~~(“Series~~$0.07 Cper ~~Stock” and such transaction, the “ Orebits Transaction”)~~share.

AsIn ~~part~~December of2023, the ~~Contribution~~Company ~~and~~issued ~~Exchange Agreement~~910,000 ~~upon~~shares ~~and by virtue~~ of ~~the~~Series ~~consummation~~C ofPreferred ~~the~~Stock ~~Orebits Transaction, OAG transferred all its right, title and interest~~ in ~~and~~exchange to approximately 9,700 Orebits.AU gold-backed digital assets to the Company, which have an estimated value of $18.2 million. The disinterested members of the Board of Directors determined that the consideration paid for ~~the~~ 910,000 shares of Orebits ~~approximated their fair market value~~Corp.

~~Sale of~~In ~~Series~~November A2024, ~~Convertible~~the ~~Preferred~~Company issued 396,000 shares of Common Stock for a cashless warrant exercise.

OnIn ~~April~~December 132024, ~~2023,~~at the ~~Company~~request ~~sold~~of athe ~~total~~preferred ofC ~~700~~shareholders, ~~shares~~the ofCompany ~~Series~~converted A165,000 ~~Convertible~~shares ~~Preferred~~of ~~Stock~~preferred toC ~~IAC~~stock ~~for~~to ~~$150~~3,300,000 shares of common stock.

~~Sell-Off of I-ON Communications Co., Ltd.~~17

~~On September~~All ~~29,~~of ~~2022,~~ the ~~Company~~securities referred ~~effectuated~~to anabove ~~Equity~~were ~~Transfer~~offered ~~Agreement~~and ~~(the~~sold ~~“Sell-Off~~without ~~Agreement”)~~registration ~~among~~under the ~~Company,~~Securities ~~Communications and~~Act ~~JFJ~~of ~~Digital Corp.~~1933, aas ~~Delaware~~amended ~~corporation~~ (~~“JFJ”), whereby all of~~ the ~~outstanding~~“Securities ~~equity of Communications was transferred~~Act”) ~~to JFJ~~ in ~~exchange~~reliance ~~for~~on the ~~return~~exemptions ofprovided ~~15,306,119~~by ~~shares~~Section 4(a)(2) of the ~~Company’s~~Securities ~~Common~~Act ~~Stock~~as ~~held~~provided byin ~~Jae~~Regulation ~~Cheol~~D Oh and/or ~~HongRae~~Regulations ~~Kim, the~~promulgated ~~Company’s~~thereunder. ~~the~~The ~~principal~~securities ~~executive~~have ~~officer~~not ~~and~~been ~~members~~registered ofunder the ~~Board~~Securities ofAct ~~Directors~~or ~~(the~~any ~~“Sell-Off”).~~other ~~Pursuant~~applicable tosecurities ~~the Sell-Off Agreement~~laws, inand ~~addition~~unless toso ~~acquiring all of the outstanding capital stock of Communications~~registered, ~~JFJ will assume all responsibilities for~~ ~~any~~may ~~debts,~~not ~~obligations~~be ~~and~~offered ~~liabilities~~or ofsold ~~Communications~~in ~~and~~the ~~acquired~~United ~~all~~States ~~rights~~except topursuant ~~any assets of Communications, including, but not limited~~ to, ~~the~~an ~~Subscription~~exemption ~~Amount.~~from ~~As a result of~~ the ~~Sell-Off,~~registration ~~Communications~~requirements ~~ceased being a subsidiary~~ of the ~~Company~~Securities Act.

~~IAC Transaction~~Item 6. [Reserved]

~~On September~~Item ~~28, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp~~7., aManagement’s ~~Florida~~Discussion ~~corporation~~and ~~(“IAC”).~~Analysis ~~Pursuant to the terms~~ of ~~the Purchase~~Financial ~~Agreement,~~Condition IAC acquired 3,000 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) for proceeds in the amount of $250,000 (the “Subscription Amount”) in the form of a promissory note which was secured by the pledge of the Series A Shares, the Series B Shares (as defined herein) and ~~other assets~~Results of ~~IAC in a Stock Pledge and Escrow Agreement (the “Pledge Agreement”)~~Operations.

~~The~~You ~~Purchase~~should ~~Agreement~~read ~~was~~the ~~subsequently~~following ~~amended~~discussion toand ~~include~~analysis together with our financial statements and the ~~subscription~~related ~~for~~notes ~~3,600~~thereto ~~Series~~included Ain ~~Shares~~“Item 8. ~~Each~~Financial ~~Series~~Statements Aand ~~Preferred~~Supplementary ~~Share~~Data” isin ~~convertible into~~this ~~ten~~Annual ~~thousand~~Report (on Form 10~~,000)~~-K. ~~shares~~The offollowing ~~the~~discussion ~~Company’s~~contains ~~common~~forward-looking statements ~~stock,~~that ~~par~~involve ~~value~~risks $0and uncertainties.~~0001~~ ~~per~~For ~~share~~a ~~(the~~complete ~~“Common~~discussion ~~Stock”~~of ~~and is~~forward-looking ~~entitled~~statements, tosee ~~vote~~the onsection ~~matters~~above asentitled “Forward toLooking ~~which~~Statements.” ~~holders~~Our ofactual ~~the~~results ~~Common~~could ~~Stock~~differ ~~shall~~materially befrom ~~entitled~~those toexpressed ~~vote~~or atimplied in any forward-looking statements as a ~~rate~~result of ~~ten~~various ~~thousand (10~~factors,~~000)~~ ~~votes per~~including ~~share~~those ofset ~~Series~~forth Aunder ~~Preferred~~the caption “Item 1A. Risk Factors.”

Also on September 28, 2022, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), in exchange for the Purchasers’ rights and title to certain assets of the Purchasers described in the Contribution Agreement. Each Series B Preferred Share is convertible into one thousand (1,000) shares of common stock and entitled to vote on matters as to which holders of the common stock shall be entitled to vote at a rate of one thousand (1,000) votes per Series B Preferred Share.Overview

16I-ON is a leading-edge developer and provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade digital asset ecosystem. We specialize in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. Our cutting-edge technology includes a hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management, inclusive of AI technologies. This system enables the digitization of ownership instruments records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate value transfer through innovative asset-backed financial instruments.

~~All~~In of2023, ~~the~~I-ON ~~securities~~continued ~~referred~~ to ~~above~~expand ~~were~~its ~~offered~~market presence and ~~sold~~plans ~~without~~for ~~registration~~future ~~under~~product ~~the~~offerings. ~~Securities~~We ~~Act~~notably ofacquired ~~1933,~~Orebits’ asgold ~~amended~~digitization patent ~~(the~~and ~~“Securities Act”)~~patent-pending inportfolio, ~~reliance~~trademarks, onbrand ~~the~~marks, ~~exemptions~~and ~~provided~~core byintellectual ~~Section~~property 4(~~a)(2)~~see Note 1 of the ~~Securities~~Notes ~~Act~~to asFinancial ~~provided~~Statements). This inacquisition ~~Regulation~~has Dallowed us to enhance our capabilities and~~/or~~ ~~Regulations promulgated~~broaden ~~thereunder.~~our ~~The~~plans ~~securities~~for ~~have~~future ~~not~~service offerings, ~~been~~particularly ~~registered~~through ~~under~~a ~~the~~new ~~Securities~~SaaS ~~Act~~platform ordesigned ~~any~~as ~~other~~a ~~applicable~~“digital ~~securities~~front-end” ~~laws~~for banks, broker-dealers, and other ~~unless~~financial sointermediaries. ~~registered,~~This ~~may~~platform ~~not~~supports bethe ~~offered~~receipt, ormanagement, ~~sold~~and inreporting ~~the~~of ~~United~~digital ~~States~~assets, ~~except~~reinforcing ~~pursuant~~our commitment to aninnovation ~~exemption~~in ~~from~~ the ~~registration~~banking, ~~requirements of~~financial ~~the~~technology, ~~Securities~~and ~~Act~~mineral asset industries.

~~Item~~The Real World 6Asset tokenization market is rapidly evolving, with gold digitization and asset-backed securities emerging as a standout segments. ~~[Reserved]~~I-ON’s ability to unlock the liquidity of reserves still in the ground, enhance transparency, and offer fractional ownership of a time-tested store of value has positioned the company at the forefront of this movement by combining next-generation blockchain technology, robust compliance frameworks, and through its strategic technology partnerships with Instruxi Ltd, Chinlink, Space and Time, Storj.io and other leading “web 3” technology providers, allowing to expand its service offering and enhance its gold digitization patents. I-ON’s technological edge has deepened its presence in the rapidly evolving RWA tokenization, asset digitization, and asset-backed digital assets marketplace.

~~Item~~Building on evolving 7.capacity ~~Management’s~~and ~~Discussion~~momentum, I-ON expanded its SaaS platform to serve banks and ~~Analysis~~financial intermediaries with advanced tools for asset management, transaction processing, and digital securities reporting. The platform can now deliver faster, more secure blockchain-powered transactions, while also enabling the monetization of ~~Financial~~in-ground ~~Condition~~gold without physical extraction—supporting historical ESG mandates and ~~Results~~broader sustainable finance initiatives. Strategic partnerships and a regulatory-focused mindset continue to drive innovation, allowing I-ON to meet institutional standards while setting new benchmarks in digital asset infrastructure. These advancements are expected to fuel revenue growth and position I-ON as a long-term leader in the digitization and tokenization of ~~Operations~~real-world assets.

~~You should~~Results read the following discussion and analysis together with our financial statements and the related notes thereto included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. For a complete discussion of forward-looking statements, see the section above entitled “Forward Looking Statements.” Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Item 1A. Risk Factors.”Operations

~~Overview~~Net Sale – Related Party

~~I-ON~~The isrelated aparty ~~leading-edge~~sales ~~provider~~for ofthe ~~asset-digitization~~years ~~and~~ended ~~securitization~~December ~~solutions engineered to provide a secure~~31, ~~fast,~~2024 ~~transparent,~~ and ~~institutional-grade ecosystem.~~2023 Wewere ~~specialize in digitizing documentary evidence of ownership into secure~~$32,625 ~~asset-backed~~and ~~digital certificates~~$97,875, ~~thus~~respectively. ~~bringing liquidity~~The ~~and~~Company ~~recognized~~subleased ~~value~~its license to a ~~diverse~~related ~~array~~party offor ~~asset~~one ~~classes.~~year ~~Our~~from ~~cutting-edge~~April ~~technology~~2023 ~~includes~~through aMarch ~~zero-trust,~~2024 ~~hybrid~~for ~~blockchain architecture~~an ~~that~~annual ~~incorporates~~fee ~~state-~~of~~-the-art~~ ~~smart~~$130,500. ~~contracts~~The ~~and~~Company ~~sophisticated~~received ~~workflow~~the ~~management~~full ~~AI technologies. This system enables~~amount ~~the~~and ~~digitization~~recorded ofit ~~ownership~~as ~~records~~deferred ~~for~~revenue ~~recoverable~~which ~~gold,~~was ~~precious~~recognized ~~metals,~~ratably ~~and mineral reserves, transforming them~~ into ~~digital~~revenue ~~certificates that~~over ~~facilitate~~the ~~wealth~~twelve-month ~~transfer~~licensing ~~through~~period ~~innovative~~beginning ~~asset-backed~~in ~~financial instruments~~April 2023.

~~In the~~Cost fiscal year 2023, I-ON continued to expand its market presence and product offerings. We notably acquired Orebits’ gold digitization patent portfolio, trademarks, brand marks, and core intellectual property in the Orebits Transaction. This acquisition has allowed us to enhance our capabilities and broaden our service offerings, particularly through a new SaaS platform designed for banks, broker-dealers, and other financial intermediaries. This platform supports the receipt, management, and reporting of ~~digital~~Goods ~~assets, reinforcing our commitment to innovation in the banking, financial technology, and mineral asset industries.~~Sold

~~Results~~The cost of ~~Operations~~sales for the years ended December 31, 2024 and 2023 were $21,000 and $63,000, respectively. The costs were recognized over the same period revenue was generated, from April 2023 through March 2024.

~~Results of~~Gross ~~operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022~~Profit

	2023			2022 (Discontinued Operations)
Revenue	$	97,875		$	7,578,685
Cost of sales		63,000			6,923,957
Gross profit		34,875			654,728
Operating expenses		740,404			2,714,315
Other income (expenses)		(98,784	)		1,807,581
Income (loss) before provision for income taxes, loss on equity investment, and non-controlling interest		(804,313	)		(252,006	)
Provision for (benefit from) income tax		825			30,002
Income (loss) before loss on equity investment and non-controlling interest		(805,138	)		(282,008	)
Loss on equity investment		-			(18,725	)
Income (loss) before non-controlling interest		-			(300,733	)
Non-controlling interest income (loss)		-			(273,108	)
Net loss from continuing operations	$	(805,138	)	$	-
Net income (loss) attributable to Parent Company from discontinued operations	$	-		$	(27,625	)
Comprehensive income statement
Net income (loss)		(805,138	)		(300,733	)
Foreign currency translation loss		-			(1,691,420	)
Total comprehensive income (loss)		(805,138	)		(1,992,153	)

The gross profit for the years ended December 31, 2024 and 2023 was $11,625 and $34,875, respectively.

1718

~~Net Sale~~Operating Expenses

~~The~~Operating ~~sales~~expenses ~~for~~consist ~~the~~of ~~years~~professional ~~ended~~fees ~~December 31, 2023~~ and ~~2022~~general ~~were $97,875~~ and ~~$7,578,685,~~administrative ~~respectively~~expenses. ~~Due to the “Sell-off” of its subsidiaries in September 2022, there are very limited sales since then.~~

~~Cost~~Operating expenses for the year ended December 31, 2024 was $1,293,730, containing $574,049 of ~~Goods~~professional ~~Sold~~fees and $719,681 of general and administrative expenses. Comparing with the year ended December 31, 2023, the operating expenses were $740,404, containing $388,540 of professional fees, and $351,864 of general and administrative expenses.

The ~~costs~~increase ~~for~~in ~~the~~operating ~~years~~expenses ~~ended~~was ~~December~~due ~~31,~~to ~~2023~~general growth and ~~2022~~more ~~were~~costs ~~$63,000~~incurred ~~and~~such ~~6,923,957,~~as ~~respectively.~~professional ~~For~~fees, ~~the~~computer ~~same~~and ~~reason~~internet ~~explained~~expenses, franchise ~~above~~tax, ~~there was~~travel ~~very~~and ~~limited~~payroll ~~cost~~expenses, ~~for~~etc. during the year ended December 31, ~~2023~~2024.

~~Gross Profit~~Other Income (Expense)

~~The~~For ~~gross profit for~~ the ~~years~~year ended December 31, ~~2023~~2024 and ~~2022 was $34~~2023,~~875~~ ~~and~~the ~~$654,728,~~Company ~~respectively.~~had ~~For~~interest ~~the~~expenses ~~same~~of ~~reason~~$547, ~~there was very~~385 ~~limited~~and ~~gross profit for the year ended December 31~~$90,585, ~~2023~~respectively.

~~Operating~~For ~~Expenses~~the year ended December 31, 2024, the Company exchanged 50 units of Orebits for 2 units of Bitcoin, resulting in a gain on exchange of intangible assets of $25,682. The Company sold the 2 units of Bitcoin for cash of $120,425 resulting in a gain on sale of intangible assets of $3,795. Additionally, the Company amended their loans payable which resulted in a loss on debt extinguishment of $110,000.

~~Operating expenses~~Liquidity ~~consist of professional fees, research~~ and ~~development~~Capital ~~expenses and general and administrative expenses.~~Resources

~~Operating~~As ~~expenses~~of ~~for~~December 31, 2024 the ~~years~~Company ~~ended~~had ~~December~~cash 31of $270,095 ~~2023~~in ~~was~~its bank account. The Company had an accumulated deficit of $~~740~~3,~~404~~496,501 ~~containing~~at ~~$388~~December 31,~~540~~ of2023, ~~professional~~had ~~fees~~a ~~and~~working capital deficit of $~~351~~707,~~864~~969 ofat ~~general~~December ~~and~~31, ~~administrative expenses.~~2023, ~~Comparing~~had ~~with~~a net loss of $805,138 for the year ended December 31, ~~2022~~2023, and ~~the~~net cash used in operating ~~expenses~~activities ~~were~~of approximately $2498,~~714,315,~~834 ~~containing~~for ~~$524~~the year ended December 31,~~611~~ of2023. ~~research~~These ~~and~~matters raise substantial ~~development,~~doubt ~~and~~about $the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2~~,189,704~~ ofto ~~general~~Notes ~~and~~to ~~administrative~~Financial ~~expenses~~Statements.

~~The significant~~Operating ~~decrease in operating expenses was due to the “Sell-off” of the Company’s subsidiaries and not many activities since then.~~Activities

~~Other~~Cash ~~Income~~of ~~(Expense)~~$1,055,135 was used in the year ended December 31, 2024, compared to the cash used in operating activities of $498,834 for the year ended December 31, 2023, a change of $556,301. The change was mostly due to an increase net loss due to the increases in the expenses of computer and internet, payroll and professional fees in 2024 compared to that in 2023.

~~For the~~Investing year ended December 31, 2022, the Company had other income of $1,807,581. For the year ended December 31, 2023, there were other expenses of $98,784 (interest and impairment). The difference was due to various changes of the Company, mainly because the Company sold its former business and the change of the ownership. The Company, under the new ownership and management, changed its business operations.Activities

~~Comprehensive~~Cash ~~income~~provided -in ~~Foreign~~investing ~~currency~~activities ~~translation~~for the year ended December 31, 2024 was $120,425, compared to cash used in investing activities of $578,842 for the year ended December 31, 2023, a decrease of $699,267. The change in cash in investing activities was due to the sale of intangible assets in 2024.

~~Foreign currency~~Financing translation loss was $0 for the year ended December 31, 2023 compared to loss of $1,691,420 for the year ended December 31, 2022. There were no foreign currency transactions for the year ended December 31, 2023 after the Sell-off of its Korean subsidiaries, so that there was no foreign currency translation gain or loss since then.Activities

~~Liquidity~~Cash ~~and~~provided ~~Capital~~by ~~Resources~~financing activities for the year ended December 31, 2024 was $1,168,730, compared to cash provided in financing activities of $1,113,751 for the year ended December 31, 2023. The increase was primarily due to the proceeds from advances from the related party.

~~As of~~Critical ~~December~~Accounting ~~31, 2023 the Company had cash of $36,075 in its bank account.~~Estimates

~~Operating~~Our ~~Activities~~financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to the financial statements. We have identified the accounting policies in Note 2 that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

~~Cash of~~Recently ~~$498,834~~Issued ~~used in the year ended December 31,~~Accounting 2023, compared to the cash used in operating activities of $792,936 for the year ended December 31, 2022, a change of $294,102. The change was due to the “Sell-off” of the Company’s subsidiaries and there were not many activities since then.Standards

~~Investing~~Management ~~Activities~~has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles, refer to our disclosure in Note 2 to the financial statements

~~Cash used~~Item ~~in investing activities for the year ended December 31, 2023 was $578,842, compared to cash used in investing activities of $705,692 for the year ended December 31, 2022, a decrease of $126,850~~7A. ~~The~~Quantitative ~~decrease~~and ~~in cash in investing activities was due to the~~Qualitative ~~ownership~~Disclosures ~~change~~About inMarket ~~January 2023~~Risk. ~~The new owner started to establish its business and scale of investing activities is smaller.~~

~~Financing Activities~~Not applicable.

Cash provided by financing activities for the year ended December 31, 2023 was $1,113,751, compared to cash used in financing activities of $3,078,447 for the year ended December 31, 2022. The increase was primarily due to the proceeds from stock issuance and loans obtained.19

~~Critical Accounting~~Item ~~Estimates~~8. Financial Statements and Supplementary Data

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to the financial statements. We have identified the accounting policies in Note 2 that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Index to Consolidated Financial Statements		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #6258)		21
Report of Independent Registered Public Accounting Firm (PCAOB ID #6651)		22
Consolidated Financial Statements
Consolidated Balance Sheets		23
Consolidated Statements of Operations		24
Consolidated Statements of Stockholders’ Equity		25
Consolidated Statements of Cash Flows		26
Notes to Consolidated Financial Statements		27

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk.~~20

~~Not~~Report ~~applicable.~~of Independent Registered Public Accounting Firm

18Board of Directors and Shareholders

~~Item 8.~~I-ON ~~Financial~~Digital ~~Statements and Supplementary Data~~Corp.

Index to Consolidated Financial Statements		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #6651)		20
Consolidated Financial Statements
Consolidated Balance Sheets		21
Consolidated Statements of Operations and Comprehensive Income (Loss)		22
Consolidated Statements of Stockholders’ Equity		23
Consolidated Statements of Cash Flows		24
Notes to Consolidated Financial Statements		25

Opinion on the Financial Statements

19We have audited the accompanying balance sheet of I-ON Digital Corp. as of December 31, 2024, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of I-ON Digital Corp, as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~REPORT OF~~Going ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Concern

~~Board~~The accompanying financial statements have been ofprepared ~~Directors~~assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has limited revenues and ~~Shareholders~~has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~I-ON Digital~~Basis ~~Corp.~~for Opinion

~~Opinion~~These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the ~~Consolidated~~entity’s ~~Financial~~financial ~~Statements~~statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to I-ON Digital Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~have~~ ~~audited~~conducted ~~the~~our ~~accompanying~~audit ~~consolidated~~in ~~balance~~accordance ~~sheets~~with the standards of ~~I-ON~~the ~~Digital Corp~~PCAOB. ~~(the~~Those ~~“Company”)~~standards asrequire ofthat ~~December~~we ~~31,~~plan ~~2023~~ and ~~2022,~~ ~~and~~perform the ~~related~~audit ~~consolidated~~to ~~statements~~obtain ofreasonable ~~operations~~assurance ~~and~~about ~~comprehensive~~whether ~~income~~the ~~(loss),~~financial statements ~~shareholders’~~are ~~equity,~~free ~~and~~of ~~cash~~material ~~flows for~~misstatement, ~~each~~whether ofdue ~~the~~to ~~years~~error ~~then~~or ~~ended~~fraud. ~~and~~I-ON ~~the~~Digital ~~related~~Corp. ~~notes~~is ~~(collectively~~not ~~referred~~required to ashave, ~~the~~nor ~~“financial~~were ~~statements”).~~we Inengaged to ~~our opinion~~perform, ~~the~~ ~~consolidated~~an ~~financial~~audit ~~statements~~of ~~present~~its ~~fairly,~~internal incontrol ~~all~~over ~~material respects, the~~ financial ~~position of I-ON Digital Corp~~reporting. asAs part of ~~December 31,~~our ~~2023~~audit ~~and~~we ~~2022,~~are ~~and~~required ~~the~~to ~~results~~obtain an understanding of ~~its~~internal ~~operations~~control ~~and~~over ~~its~~financial ~~cash~~reporting ~~flows~~but not for ~~each~~the purpose of ~~the~~expressing ~~years~~an ~~then~~opinion ~~ended~~on inthe ~~conformity~~effectiveness ~~with~~of ~~accounting~~the entity’s ~~principles~~internal ~~generally~~control ~~accepted~~over infinancial ~~the~~reporting. ~~United~~Accordingly, ~~States~~we ofexpress ~~America~~no such opinion.

~~Basis~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for ~~Opinion~~our opinion.

~~These consolidated~~Critical ~~financial~~Audit statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Matters

~~We conducted~~The ~~our~~critical ~~audits~~audit inmatters ~~accordance~~communicated ~~with~~below are ~~the~~matters ~~standards~~arising offrom the ~~PCAOB.~~current ~~Those~~period ~~standards~~audit ~~require~~of ~~that~~the wefinancial ~~plan~~statements ~~and~~that ~~perform~~were ~~the~~communicated ~~audit~~or required to ~~obtain reasonable~~be ~~assurance~~communicated ~~about~~to the ~~whether~~audit ~~the~~committee ~~consolidated~~and ~~financial~~that: ~~statements~~(1) ~~are~~relate ~~free~~to ofaccounts ~~material~~or ~~misstatement,~~disclosures ~~whether~~that ~~due~~are material to ~~error~~the orfinancial ~~fraud. The~~statements ~~Company~~and is(2) ~~not~~involved ~~required~~our especially tochallenging, ~~have~~subjective, ~~nor~~or ~~were~~complex wejudgments. ~~engaged~~The tocommunication ~~perform,~~of ancritical audit ofmatters ~~its~~does ~~internal~~not ~~control~~alter ~~over~~in ~~financial~~any ~~reporting.~~way Asour ~~part~~opinion ofon ~~our~~the ~~audits~~financial westatements, ~~are~~taken ~~required~~as toa ~~obtain~~whole, anand ~~understanding~~we ofare ~~internal~~not, ~~control~~by ~~over~~communicating ~~financial~~the ~~reporting~~critical ~~but~~audit ~~not~~matters ~~for~~below, ~~the~~providing ~~purpose~~separate ~~of expressing~~opinions ~~an opinion~~ on the ~~effectiveness~~critical ofaudit ~~the~~matters ~~entity’s~~or ~~internal~~on ~~control~~the ~~over~~accounts ~~financial~~or ~~reporting.~~disclosures ~~Accordingly,~~to wewhich ~~express~~they ~~no such opinion~~relate.

~~Our audits~~Intangible ~~included~~Assets ~~performing~~Impairment ~~procedures to assess the risks of material misstatement of the consolidated financial statements, whether~~(Note ~~due~~2 ~~to error or fraud,~~ and ~~performing~~Note procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.5)

~~Going~~The Company evaluates for impairment ~~Concern~~of intangible assets by first evaluating for impairment indicators, which requires significant judgment, and then, if necessary, completing a recoverability test to compare the carrying value of each asset with the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets, which can depend on estimates and assumptions. If the carrying amount is in excess of the undiscounted cash flows the Company calculates a fair value for the asset, which can also be based on subjectivity, estimates, and judgments, and ensures the carrying amount is not in excess of its fair value.

~~The accompanying~~During ~~consolidated~~our ~~financial~~audit ~~statements~~we ~~have~~identified ~~been~~potential intangible ~~prepared~~asset ~~assuming~~impairment ~~the Company will continue~~ as a ~~going~~risk ~~concern,~~of ~~which~~material ~~contemplates~~misstatement, ~~among~~ ~~other~~as ~~things,~~ the ~~realization~~intangible of assets had balances and ~~satisfaction~~disclosures ofthat ~~liabilities~~were inmaterial to the ~~normal~~financial ~~course of business~~statements. AsIn ~~discussed~~order into ~~Note 2,~~test the Company’s ~~had~~intangible anasset ~~accumulated~~for ~~deficit of $3~~impairment,~~496,501~~ ~~and~~we ~~$2,691,363~~had atto ~~December~~analyze ~~31,~~each ~~2023~~material ~~and 2022, respectively, had working capital~~intangible ~~deficits~~asset ~~of $707,969~~ and $0use atsignificant ~~December~~auditor ~~31,~~judgment ~~2023~~ and ~~2022,~~subjectivity ~~respectively,~~to ~~had~~review aimpairment ~~net~~indicators ~~loss~~based ofon ~~$805,138~~Company operations and ~~$27,625 for~~ the ~~years ended December~~nature ~~31, 2023 and 2022, respectively, and net cash used in operating activities~~ of ~~approximately $498,834 and $792,936 for~~ the ~~years~~intangible ~~ended December 31~~assets, ~~2023~~which ~~and~~required ~~2022,~~significant ~~respectively.~~audit ~~These matters raise substantial doubt about the Company’s ability to continue as a going concern~~effort. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Critical Audit~~/s/ ~~Matter~~Mac Accounting Group & CPAs, LLP

~~The critical~~We ~~audit~~have ~~matter~~served ~~communicated~~as ~~below~~I-ON isDigital a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgmentsCorp.’s ~~The communication~~auditor ofsince critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates2024.

~~Intangible assets~~Midvale, ~~net – Valuation~~ Utah

~~Description of~~April ~~the~~10, ~~Matter~~2025

As discussed in Notes 2 and 7 of the consolidated financial statements the Company has approximately $18.4 million of intangible assets as of December 31, 2023. Intangible assets are recorded at cost and intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. Intangible assets are assessed for impairment at least annually or when events and circumstances indicate the carrying amount of the asset may not be recoverable.21

~~Approximately~~Report ~~$18.0 million~~ of ~~the~~Independent ~~Company’s~~Registered ~~intangible~~Public ~~assets~~Accounting consist of the ION.au digital asset (formerly known as Orebits.au). The estimation of the value of this asset is subjective because the asset is thinly traded and a price is not quoted on any reputable digital asset exchange.Firm

~~How We~~Board ~~Addressed~~of ~~the~~Directors ~~Matter~~and ~~in Our Audit~~Shareholders

●I-ON WeDigital ~~compared the value of the ION~~Corp.au digital asset with other observable transactions. ● We compared the value of the ION.au digital asset with other known benchmarks. ● We evaluated management’s process to identify indicators of impairment of its digital assets.

~~/s/ Kreit~~Opinion &on ~~Chiu~~the ~~CPA~~Consolidated ~~LLP~~Financial Statements

We have ~~served~~audited asthe accompanying consolidated balance sheet of I-ON Digital Corp. (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, shareholders’s ~~auditor~~equity, ~~since~~and ~~2019~~cash flows for the year then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of I-ON Digital Corp. as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~New York,~~Going ~~New York~~Concern

~~June~~The accompanying consolidated financial statements 6have been prepared assuming the Company will continue as a going concern, ~~2024~~which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $3,496,501 at December 31, 2023, had a working capital deficit of $707,969 at December 31, 2023, had a net loss of $805,138 for the year ended December 31, 2023, and net cash used in operating activities of approximately $498,834 for the year ended December 31, 2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

20Basis for Opinion

~~I-ON~~These consolidated financial statements are the ~~Digital~~responsibility ~~Corp~~of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~Subsidiaries~~are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Consolidated~~We conducted our audit in accordance with the ~~Balance~~standards ~~Sheets~~of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

As of	December 31, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	36,075		$	-
Prepaid expenses		109,764			-
Total current assets		145,839			-
Non-current assets:
Intangible assets, net		18,400,927			-
Total non-current assets		18,400,927			-
Total Assets	$	18,546,766		$	-
Liabilities and Stockholders’ Equity
Current liabilities:
Accrued expenses	$	100,659		$	-
Accrued interest		79,589			-
Deferred revenue – related party		32,625			-
Due to related parties		167,909			-
Loans payable		473,026			-
Total current liabilities		853,808			-
Total liabilities		853,808			-
Commitments and contingencies		-			-
Stockholders’ Equity
Preferred stock Series A - $0.0001 par value; authorized 6,000 shares and 4,600 shares and zero issued and outstanding at December 31, 2023 and 2022		0			-
Preferred stock Series A to be issued (803 and 0 shares as of December 31, 2023 and 2022, respectively)		176,342			-
Preferred stock Series C - $0.0001 par value; authorized 910,000 shares and 910,000 shares and zero issued and outstanding at December 31, 2023 and 2022		91			-
Preferred stock value		91			-
Common stock - $0.0001 par value; authorized 100,000,000 shares; 27,410,234 shares and 19,724,220 issued and outstanding at December 31, 2023 and 2022, respectively		2,741			1,972
Additional paid-in-capital		21,010,285			2,689,391
Accumulated retained earnings		(3,496,501	)		(2,691,363	)
Total stockholders’ equity (deficit)		17,692,958			-
Total Liabilities and Stockholders’ Equity	$	18,546,766		$	-

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~See accompanying~~/s/ ~~notes~~Kreit to& ~~the~~Chiu ~~consolidated~~CPA ~~financial statements.~~LLP

21We served as the Company’s auditor from 2019 to 2024.

~~I-ON~~New ~~Digital~~York, ~~Corp.~~New ~~and Subsidiaries~~York

~~Consolidated Statements~~June of6, ~~Operations and Comprehensive Income (Loss)~~2024

	Years Ended December 31,
	2023			2022
Net sales – related party	$	97,875		$	-
Cost of sales		63,000			-
Gross profit		34,875			-
Operating expense:
Professional fees		388,540			-
General and administrative expenses		351,864			-
Total operating expenses		740,404			-
Income (loss) from continuing operations		(705,529	)		-
Income (loss) from discontinued operations		-			(252,006	)
Other income (expenses):
Interest expenses		(90,585	)		-
Impairment loss		(8,199	)		-
Income (loss) on equity investment and other income		-			(18,725	)
Total other income (expenses), net		(98,784	)		(18,725	)
Income (loss) from discontinued operations before income taxes and non-controlling interest		-			(270,731	)
Income (loss) from continuing operations before income taxes and non-controlling interest		(804,313	)		-
Provision for income taxes		825			30,002
Income (loss) before non-controlling interest		(805,138	)		(300,733	)
Non-controlling interest (loss)		-			(273,108	)
Net loss from continuing operations	$	(805,138	)	$	-
Net loss attributable to Parent Company from discontinued operations	$	-		$	(27,625	)
Comprehensive income statement:
Net income (loss) from continuing operations	$	(805,138	)	$	-
Net income (loss) from discontinued operations		-			(300,733	)
Foreign currency translation loss		-			(1,691,420	)
Total comprehensive income (loss) from discontinued operations	$	-		$	(1,992,153	)
Total comprehensive income (loss) from continued operations	$	(805,138	)	$	-
Basic and diluted loss per share
Net loss from continuing operations	$	(0.03	)		-
Earnings per share to stockholders from continuing operations	$	(0.03	)		-
Net loss before non-controlling interest from discontinued operations		-		$	(0.01	)
Non-controlling interest from discontinued operations		-		$	(0.01	)
Earnings per share to stockholders from discontinued operations		-		$	(0.00	)
Weighted average number of common shares outstanding:
Basic		26,053,473			19,724,220
Diluted		26,053,473			19,724,220

~~See accompanying~~I-ON ~~notes~~Digital ~~to the consolidated financial statements~~Corp. and Subsidiaries

22Consolidated Balance Sheets

I-ON Digital Corp. and Subsidiaries

	December 31, 2024			December 31, 2023

ASSETS

Current assets:
Cash and cash equivalents	$	270,095		$	36,075
Prepaid expenses		12,783			109,764
Total current assets		282,878			145,839

Non-current assets:
Intangible assets, net		18,139,265			18,400,927

Total non-current assets		18,139,265			18,400,927

Total Assets	$	18,422,143		$	18,546,766

Liabilities and Stockholders’ Equity

Current liabilities:
Accrued expenses	$	92,559		$	100,659
Accrued interest		660,000			79,589
Deferred revenue – related party		-			32,625
Due to related parties		1,336,639			167,909
Loans payable		550,000			473,026
Total current liabilities		2,639,198			853,808

Total liabilities		2,639,198			853,808

Commitments and contingencies		-			-

Stockholders’ Equity
Preferred stock Series A - $0.0001 par value; 6,000 shares designated; 5,403 shares and 4,600 shares issued and outstanding at December 31, 2024 and 2023, respectively		-			-
Preferred stock Series A to be issued (0 and 803 shares as of December 31, 2024 and 2023, respectively)		-			176,342
Preferred stock Series C - $0.0001 par value; 910,000 shares designated; 745,000 shares and 910,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		74			91
Preferred stock value		74			91
Common stock - $0.0001 par value; 100,000,000 shares authorized; 31,106,234 and 27,410,234 shares issued and outstanding at December 31, 2024 and 2023, respectively		3,111			2,741
Additional paid-in-capital		21,186,274			21,010,285
Accumulated deficit		(5,406,514	)		(3,496,501	)
Total stockholders’ equity		15,782,945			17,692,958

Total Liabilities and Stockholders’ Equity	$	18,422,143		$	18,546,766

~~Consolidated Statements~~See ofaccompanying ~~Shareholders’~~notes ~~Equity~~to the consolidated financial statements.

	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Earnings			Stock			Income (loss)			Equity			Interest			Stock			Equity
							Preferred Stock
	Common Stock						Series A				Series A to be issued				Series B						Series C				Additional Paid-in			Retained			Treasury			Accumulated Other Comprehensive			Total Company Stockholders’			Non-Controlling			Preferred			Total Stockholders’
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Earnings			Stock			Income (loss)			Equity			Interest			Stock			Equity
Balance at December 31, 2021		35,030,339		$	3,503			-	$	-		-	$	-		-		$	-			-	$	-	$	3,713,370		$	7,681,661		$	(709,478	)	$	(726,500	)	$	9,962,556		$	(165,796	)	$	1,093,569		$	10,890,329
Cancellation of common stock in connection with equity purchase agreement		(15,306,119	)		(1,531	)		-		-		-		-		-			-			-		-		(1,023,979	)		-			-			-			(1,025,510	)		-			-			(1,025,510	)
Adjustments from deconsolidation		-			-			-		-		-		-		-			-			-		-		-			(10,345,399	)		709,478			2,417,920			(7,218,001	)		165,796			(1,093,569	)		(8,145,774	)
Foreign currency translation		-			-			-		-		-		-		-			-			-		-		-			-			-			(1,691,420	)		(1,691,420	)		-			-			(1,691,420	)
Net income (loss)		-			-			-		-		-		-		-			-			-		-		-			(27,625	)		-			-			(27,625	)		-			-			(27,625	)
Balance at December 31, 2022		19,724,220		$	1,972			-	$	-		-	$	-		-		$	-			-	$	-	$	2,689,391		$	(2,691,363	)	$	-		$	-		$	-		$	-		$	-		$	-
Balance		19,724,220		$	1,972			-	$	-		-	$	-		-		$	-			-	$	-	$	2,689,391		$	(2,691,363	)	$	-		$	-		$	-		$	-		$	-		$	-
Issuance of preferred stock – series A		-			-			4,600		0		-		-		-			-			-		-		433,786			-			-			-			433,786			-			-			433,786
Distribution		-			-			-		-		-		-		-			-			-		-		(250,000	)		-			-			-			(250,000	)		-			-			(250,000	)
Issuance of preferred stock – series B		-			-			-		-		-		-		6,000			1			-		-		35,713			-			-			-			35,714			-			-			35,714
Preferred stock series B conversion to Common Stock		6,000,000			600			-		-		-		-		(6,000	)		(1	)		-		-		(599	)		-			-			-			-			-			-			-
Common stock Cancellation		(350	)		(0	)		-		-		-		-		-			-			-		-		-			-			-			-			(0	)		-			-			(0	)
Common stock issued for services		550,000			55			-		-		-		-		-			-			-		-		120,945			-			-			-			121,000			-			-			121,000
Common stock issued for intangible assets		1,136,364			114			-		-		-		-		-			-			-		-		249,886			-			-			-			250,000			-			-			250,000
Preferred stock to be issued		-			-			-		-		803		176,342		-			-			-		-		-			-			-			-			176,342			-			-			176,342
Issuance of warrants		-			-			-		-		-		-		-			-			-		-		87,970			-			-			-			87,970			-			-			87,970
Issuance of preferred stock – series C		-			-			-		-		-		-		-			-			910,000		91		17,643,193			-			-			-			17,643,284			-			-			17,643,284
Net income (loss)		-			-			-		-		-		-		-			-			-		-		-			(805,138	)		-			-			(805,138	)		-			-			(805,138	)
Balance at December 31, 2023		27,410,234		$	2,741			4,600	$	0		803	$	176,342		-		$	-			910,000	$	91	$	21,010,285		$	(3,496,501	)	$	-		$	-		$	17,692,958		$	-		$	-		$	17,692,958
Balance		27,410,234		$	2,741			4,600	$	0		803	$	176,342		-		$	-			910,000	$	91	$	21,010,285		$	(3,496,501	)	$	-		$	-		$	17,692,958		$	-		$	-		$	17,692,958

~~See accompanying~~I-ON ~~notes~~Digital toCorp. ~~the~~and ~~consolidated financial statements.~~Subsidiaries

23Consolidated Statements of Operations

I-ON Digital Corp. and Subsidiaries


	Years Ended December 31,
	2024			2023

Net sales – related party	$	32,625		$	97,875
Cost of sales		21,000			63,000
Gross profit		11,625			34,875

Operating expense:
Professional fees		574,049			388,540
General and administrative expenses		719,681			351,864
Total operating expenses		1,293,730			740,404

Income (loss) from continuing operations		(1,282,105	)		(705,529	)

Other income (expenses):
Interest expenses		(547,385	)		(90,585	)
Impairment loss		-			(8,199	)
Loss on debt extinguishment		(110,000	)		-
Gain on sale of intangible assets		3,795
Gain on exchange of intangible assets		25,682			-
Total other income (expenses), net		(627,908	)		(98,784	)

Income (loss) before income taxes		(1,910,013	)		(804,313	)

Provision for income taxes		-			825

Net income (loss)	$	(1,910,013	)	$	(805,138	)

Net income (loss), basic and diluted	$	(0.07	)	$	(0.03	)

Weighted average number of common shares, basic and diluted		27,410,234			26,053,473

~~Consolidated Statements~~See ofaccompanying ~~Cash~~notes ~~Flows~~to the consolidated financial statements.

Years Ended December 31,	2023			2022
Cash flows from operating activities:
Net income (loss)	$	(805,138	)	$	(300,733	)
Less: net income (loss) from discontinued operations					(27,625	)
Adjustments to reconcile net income (loss) to net cash from operating activities
Impairment loss		8,199			-
Stock compensation		121,000			-
Amortization		63,000			-
Accretion of debt discount		10,996			-
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(109,764	)		-
Accrued expenses		100,659
Accrued interest		79,589			-
Deferred revenue – related party		32,625			-
Net cash provided by (used in) operating activities from discontinued operations		-			(519,828	)
Net cash provided by (used in) continuing operations		(498,834	)		-
Net cash provided by (used in) discontinued operations		-			(792,936	)
Total net cash provided by (used in) operating activities		(498,834	)		(792,936	)
Cash flows from investing activities:
Purchase of intangible assets		(578,842	)		-
Total net cash provided by (used in) continuing investing activities		(578,842	)		-
Total net cash provided by (used in) discontinued investing activities		-			(705,692	)
Total net cash provided by (used in) investing activities		(578,842	)		(705,692	)
Cash flows from financing activities:
Proceeds from Bridge loan		550,000			-
Proceeds from issuance of preferred stock Series A		433,786			-
Proceeds for preferred stock A to be issued		176,342			-
Proceeds from issuance of preferred stock Series B		35,714			-
Distribution per stock purchase agreement		(250,000	)		-
Advances from related parties		167,909			-
Total net cash provided by (used in) continuing financing activities		1,113,751			-
Total net cash provided by (used in) discontinued financing activities		-			(3,078,447	)
Total net cash provided by (used in) financing activities		1,113,751			(3,078,447	)
Effect of foreign currency translation on cash and cash equivalents		-			(731,569	)
Net increase (decrease) in cash and cash equivalents		36,075			(5,308,644	)
Cash and cash equivalents including restricted cash, beginning of year		-			5,308,644
Cash and cash equivalents including restricted cash, end of year	$	36,075		$	-
Supplemental disclosure of cash flow information:
Continuing operations:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Discontinued operations:
Interest paid	$	-		$	6,218
Taxes paid	$	-		$	13,667
Supplemental disclosure of non-cash flow information:
Continuing operations:
Cancellation of common stocks	$	-		$	1,025,510
Stock issuance (preferred C) for company acquisition	$	17,643,284		$	-
Issuance of common stock for intangible assets	$	250,000		$	-

~~See accompanying~~I-ON ~~notes~~Digital toCorp. ~~the~~and ~~consolidated financial statements.~~Subsidiaries

24Consolidated Statements of Stockholders’ Equity

~~I-ON Digital~~For ~~Corp.~~the Year Ended December 31, 2024 and ~~Subsidiaries~~2023

Notes to Consolidated Financial Statements


						Preferred Stock
	Common Stock					Series A				Series A to be issued						Series B						Series C						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance at December 31, 2022		19,724,220		$	1,972		-	$	-		-		$	-			-		$	-			-		$	-		$	2,689,391		$	(2,691,363	)	$	-

Issuance of preferred stock – series A		-			-		4,600		-		-			-			-			-			-			-			433,786			-			433,786
Distribution		-			-		-		-		-			-			-			-			-			-			(250,000	)		-			(250,000	)
Issuance of preferred stock – series B		-			-		-		-		-			-			6,000			1			-			-			35,713			-			35,714
Preferred stock series B conversion to common Stock		6,000,000			600		-		-		-			-			(6,000	)		(1	)		-			-			(599	)		-			-
Common stock cancellation		(350	)		-		-		-		-			-			-			-			-			-			-			-			-
Common stock issued for services		550,000			55		-		-		-			-			-			-			-			-			120,945			-			121,000
Common stock issued for intangible assets		1,136,364			114		-		-		-			-			-			-			-			-			249,886			-			250,000
Preferred stock to be issued		-			-		-		-		803			176,342			-			-			-			-			-			-			176,342
Issuance of warrants		-			-		-		-		-			-			-			-			-			-			87,970			-			87,970
Issuance of preferred stock – series C		-			-		-		-		-			-			-			-			910,000			91			17,643,193			-			17,643,284
Net loss		-			-		-		-		-			-			-			-			-			-			-			(805,138	)		(805,138	)

Balance at December 31, 2023		27,410,234			2,741		4,600		-		803			176,342			-			-			910,000			91			21,010,285			(3,496,501	)		17,692,958
Balance		27,410,234			2,741		4,600		-		803			176,342			-			-			910,000			91			21,010,285			(3,496,501	)		17,692,958

Issuance of preferred stock – series A		-			-		803		-		(803	)		(176,342	)		-			-			-						176,342			-			-
Common stock issued for cashless warrant exercise		396,000			40				-		-			-						-			-			-			(40	)		-			-
Preferred stock series C conversion to common		3,300,000			330		-		-		-			-			-			-			(165,000	)		(17	)		(313	)		-			-
Net loss		-			-		-		-		-			-			-			-			-			-			-			(1,910,013	)		(1,910,013	)
Balance at December 31, 2024		31,106,234		$	3,111		5,403	$	-		-		$	-			-		$	-			745,000		$	74		$	21,186,274		$	(5,406,514	)	$	15,782,945
Balance		31,106,234		$	3,111		5,403	$	-		-		$	-			-		$	-			745,000		$	74		$	21,186,274		$	(5,406,514	)	$	15,782,945

~~NOTE 1:~~See ~~Organization~~accompanying ~~and~~notes ~~Operations~~to the consolidated financial statements.

I-ON Digital Corp. (“the Company”) was incorporated on July 5, 1999 and is engaged in providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the blockchain.25

~~On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, the Company’s wholly-owned subsidiary~~ I-ON ~~Communications, Ltd. (Communications) and JFJ~~ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.Subsidiaries

~~As a~~Consolidated result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications were reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Statements of Operations for year ended December 31, 2022 presented. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of ~~Subsidiaries.”~~Cash Flows

On September 28, 2022, I-ON Digital Corp. (the “Company,” “we,” “us” or “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). In January 2023, the Purchase Agreement was executed and the ownership changed to IAC. The Company adopted the operations of IAC.


	Years Ended December 31,
	2024			2023

Cash flows from operating activities:
Net income (loss)	$	(1,910,013	)	$	(805,138	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Impairment loss		-			8,199
Stock compensation		-			121,000
Amortization		170,714			63,000
Accretion of debt discount		76,974			10,996
Loss on debt extinguishment		110,000			-
Gain on sale of intangible assets		(3,795	)		-
Gain on exchange of intangible assets		(25,682	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		96,981			(109,764	)
Accrued expenses		(8,100	)		100,659
Accrued interest		470,411			79,589
Deferred revenue – related party		(32,625	)		32,625
Total net cash provided by (used in) operating activities		(1,055,135	)		(498,834	)

Cash flows from investing activities:
Proceeds from sale of intangible assets		120,425			-
Purchase of intangible assets		-			(578,842	)
Total net cash provided by (used in) investing activities		120,425			(578,842	)

Cash flows from financing activities:
Proceeds from loans payable		-			550,000
Proceeds from issuance of preferred stock Series A		-			433,786
Proceeds for preferred stock A to be issued		-			176,342
Proceeds from issuance of preferred stock Series B		-			35,714
Distribution per stock purchase agreement		-			(250,000	)
Advances from related parties		1,351,104			167,909
Repayments to related parties		(182,374	)		-
Total net cash provided by (used in) financing activities		1,168,730			1,113,751

Net increase (decrease) in cash and cash equivalents		234,020			36,075

Cash and cash equivalents, beginning of year		36,075			-

Cash and cash equivalents, end of year	$	270,095		$	36,075

Supplemental disclosure of cash flow information:
Continuing operations:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

Supplemental disclosure of non-cash flow information:
Stock issuance (preferred C) for company acquisition	$	-		$	17,643,284
Issuance of common stock for intangible assets	$	-		$	250,000
Issuance of Series A preferred stock	$	176,342		$	-
Series C preferred stock converted into common stock	$	330		$	-
Common stock issued for cashless warrant exercise	$	40		$	-

~~In March~~See ~~2023,~~accompanying ~~the~~notes ~~Company signed a marketing consulting service agreement with a marketing consulting service company (the “Consultant”). According~~ to the ~~agreement,~~consolidated the Consultant will provide a comprehensive marketing, branding, and investor relation team focused on amplifying, growing, and refining the Company’s brand messaging and thought leadership position in the precious metals, web 3.0 and overall financial ~~market place. The term is eighteen (18) months and renews automatically in six (6) month increments. The Company pays $11,000~~ ~~for the monthly fees~~statements. ~~The service agreement ended at the end of June 2023 by mutual agreement.~~

2526

~~On December~~I-ON ~~15,~~Digital 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 shares of currently outstanding common stock of Orebits Corp. ~~(“Orebits”), representing the 100% controlling interest in Orebits Corp., in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock”~~ and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company, which have an estimated value of $17.6 million. The disinterested members of the Board of Directors determined that the consideration paid for the 910,000 shares of Orebits approximated their fair market value.Subsidiaries

ToNotes determine if the acquisition is a business combination or an acquisition of assets, Management considered the specific criteria outlined in the generally accepted accounting principles (GAAP), particularly those related to ~~business~~Consolidated ~~combinations as~~Financial ~~defined~~Statements by Accounting Standards Codification (ASC) 805. According to GAAP (ASC 805-10-20), a business consists of inputs, processes applied to those inputs, and the ability to create outputs. Orebits Corp. has been inactive for years and possesses only one asset without generating revenues or conducting significant activities, so it does not meet the definition of a business under GAAP. Orebits Corp. does not meet the definition of a business and only holds a single asset, so the transaction was treated as an acquisition of assets rather than a business combination.

~~The acquisition~~NOTE of1: ~~Orebits~~Organization Corp. has had a significant impact on the Company’s consolidated balance sheets. The acquiree Orebits Corp. carried only one asset – 9,700 Orebits AU with the value of $17.6 million. After the acquisition, the value of the assets on the consolidated balance sheets increased by $17,643,284 and ~~there was no increase in liabilities.~~Operations

~~Orebits~~ I-ON Digital Corp. ~~did~~(the “Company”) ~~not~~is ~~have~~engaged ~~any~~in ~~operations~~providing sodigital-based ~~there~~enterprise issolutions, noincluding ~~impact to~~ the ~~consolidated~~digitization ~~statements~~and distribution of ~~operations~~digital tokens, ~~for~~primarily proven gold reserves, and other asset-based digital securities on the ~~Company~~block chain.

~~NOTE~~On December 15, 2023, 2the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group (“OAG”), a Wyoming limited liability company and an entity owned and controlled by Carlos Montoya, the CEO and controlling shareholder, pursuant to which the Company acquired 910,000 shares of outstanding common stock of Orebits Corp. ~~Summary~~(“Orebits”), representing the 100% controlling interest in Orebits, in exchange for 910,000 shares of ~~Significant~~Series ~~Accounting~~C ~~Policies~~Convertible Preferred Stock of the Company (“Series C Preferred Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits AU certificates, which are gold-backed digital assets, to the Company, which at the time of consummation of the Transaction, had an estimated value of $17.6 million (see NOTE 5). The Transaction was accounted for as an acquisition of assets.

The ~~summary~~ ofacquisition ~~significant accounting policies~~ of ~~the~~Orebits has ~~Company~~had isa ~~presented~~significant toimpact ~~assist~~on ~~in understanding~~ the Company’s ~~financial~~consolidated ~~statements~~balance sheets. ~~The~~ ~~financial~~Prior ~~statements~~to ~~and~~consummation ~~notes~~of ~~are~~the ~~representations~~Transaction, ofOrebits ~~the~~carried only ~~Company’s~~one ~~management~~asset – 9,700 ~~who~~Orebits isAU ~~responsible~~certificates ~~for~~having ~~integrity~~a ~~and~~post-transaction ~~objectivity~~value of $17. ~~These~~6 ~~accounting~~million. ~~policies~~As ~~conform~~a toresult ~~accounting~~of ~~principles~~the ~~generally~~acquisition, then, ~~accepted~~the invalue of the ~~United~~assets ~~States~~on ofthe ~~America~~consolidated ~~and~~balance ~~have~~sheets ~~been~~increased ~~consistently applied~~by in$17,643,284 ~~the~~and ~~preparation~~there ofwas ~~the~~no ~~financial~~increase ~~statements~~in liabilities.

~~Principles of~~NOTE ~~Consolidation~~2. ~~and~~Summary ~~Basis~~ of ~~Presentation~~Significant Accounting Policies

The ~~consolidated~~ ~~financial~~summary ~~statements~~of ~~include~~significant ~~the~~accounting ~~accounts~~ policies of the Company ~~and~~is ~~its~~presented ~~subsidiaries.~~to ~~All~~assist ~~intercompany~~in ~~accounts,~~understanding ~~transactions, and~~the ~~profits~~Company’s ~~have~~financial ~~been eliminated upon consolidation~~statements. The ~~accompanying consolidated~~ financial statements and ~~the~~ notes ~~hereto~~ are ~~reported~~ inrepresentations US Dollars. The consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810. Non-controlling interests represent the portion of ~~earnings that is not within~~ the ~~parent~~ Company’s ~~control.~~management, ~~These~~who ~~amounts~~is ~~are~~responsible ~~required~~for tointegrity beand ~~reported as equity instead of as a liability on the consolidated balance sheet~~objectivity. ~~ASC~~These ~~requires~~accounting ~~net~~policies ~~income or loss from non-controlling interests to be shown separately on the consolidated~~conform ~~statements of operations. The consolidated financial statements included herein have been prepared by the Company pursuant~~ to accounting principles generally accepted in the United States of America ~~(GAAP)~~ and ~~the~~have ~~rules~~been ~~and~~consistently ~~regulations~~applied ofin the ~~Securities~~preparation ~~and~~of ~~Exchange Commission (~~the financial ~~“SEC”)~~statements.

26Basis of Presentation

~~Going~~The consolidated financial statements included ~~Concern~~herein have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Sell-off of its subsidiaries in September 2022. In addition, the Company has limited cash and it had consecutive losses in the last two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.27

~~As of~~Basis ~~December 31, 2023, the Company has completed two digital platforms to establish a stabilized source~~ of ~~revenues~~Consolidation sufficient to cover operating costs over an extended period of time. Those platforms are still in the testing stage as of now when the consolidated financial statements were ready to be issued. The implementation of these platforms will take time to cover the full operation costs.

The ~~Company’s~~ ~~business~~consolidated ~~prospects~~financial ~~have~~statements ~~changed since~~ include the ~~new~~accounts ~~management took control~~ of ~~operations~~I-On inDigital ~~January 2023~~Corp. ~~During~~and ~~the~~its ~~year ended~~wholly ~~December~~owned ~~31,~~subsidiary ~~2023~~Orebits (collectively, ~~management~~the ~~commenced~~“Company”). ~~new~~All ~~initiatives~~significant intercompany intransactions ~~technology~~and ~~development~~balances ~~and~~have ~~acquisitions.~~been Ineliminated ~~connection~~in ~~with~~consolidation. ~~these~~Subsidiaries ~~initiatives, Management~~are ~~plans~~entities toover ~~prepare~~which the Company ~~for~~has ~~capital~~control, typically ~~formation~~through ~~and~~a ~~new~~majority ~~business~~voting ~~development~~interest. ~~through~~The ~~capital~~Company ~~raising~~consolidates ~~vehicles.~~entities ~~There~~in ~~can be~~which noit ~~assurances~~holds ~~that~~a ~~the~~controlling ~~Company~~financial ~~will~~interest, beas defined ~~successful~~by inAccounting ~~this~~Standards orCodification ~~any~~(ASC) of810, ~~its endeavors~~Consolidation.

~~Use of~~Going ~~Estimates in the Preparation of Financial Statements~~Concern

The ~~preparation~~ ofaccompanying ~~the~~consolidated financial statements have been prepared in conformity with ~~accounting~~GAAP, ~~principles~~which ~~generally~~contemplate ~~accepted~~continuation inof the ~~United~~Company ~~States~~as ofa ~~America~~going ~~requires management~~concern. toThe ~~make~~Company ~~estimates~~has had ~~and~~limited ~~assumptions~~revenues ~~that~~since ~~affect~~ the ~~reported~~Company, ~~amounts~~under ofthe ~~assets~~prior ~~and~~ownership ~~liabilities~~group, ~~and~~sold-off ~~disclosures~~all of ~~contingent assets~~its ~~and~~subsidiaries ~~liabilities~~in atSeptember ~~the~~2022. ~~date~~In of addition, the ~~financial~~Company ~~statements~~has ~~and~~reported ~~the~~recurring ~~reported~~losses. ~~amounts~~These offactors, ~~revenue~~among ~~and~~others, ~~expenses~~raise ~~during~~substantial doubt about the ~~reporting~~Company’s ability to continue ~~periods~~as a going concern. AsThe aaccompanying ~~result,~~financial ~~actual~~statements ~~results~~do ~~could~~not ~~materially~~include ~~differ~~any adjustments that might result from ~~these~~the ~~estimates~~outcome of this uncertainty.

~~Foreign~~As of December 31, 2024, the Company believes ~~Currency~~that ~~Transaction~~its investment in the development of ION Digital Hybrid Blockchain Platform will allow it to project and ~~Translation~~plan forward for a period of increasing revenues based on fee-driven digitization activities involving both closely held and third-party gold claims. The Company has recently concluded negotiations, resulting in multiple term sheets, that it recently anticipates executing, in the second quarter of 2025. Consummation of these transactions will be subject to successful completion efforts on the part of the Company.

~~During 2022,~~The ~~the~~ Company’s ~~principal~~business ~~country~~prospects have changed since the new management took control of operations ~~was~~in ~~Korea~~January 2023. ~~The~~Since ~~financial~~the ~~position~~new ownership took over the Company, management commenced new initiatives in technology development and ~~results~~acquisitions. ofManagement ~~operations~~currently intends to conduct one or more private placements during the balance of 2025 to raise up to $100 million. There can be no assurances that the Company will be successful in this or any of its ~~were~~endeavors. ~~determined~~In ~~using~~addition, the ~~local~~Company ~~currency,~~is ~~Korean~~also ~~Won~~funded ~~(“KRW”),~~by asits related parties for its operations. It is expected that the ~~functional~~related ~~currency~~parties will continue funding the Company’s operations until we are able to raise capital or increase revenue to cover operating costs.

●Use ~~I-ON, Ltd (Japanese subsidiary) – The financial position and results~~ of ~~operations~~Estimates ~~of I-ON, Ltd, the Japanese subsidiary of the Company, were initially recorded using its local currency, Japanese Yen (“JPY”). Assets and liabilities denominated~~ in ~~foreign currency were translated to~~ the ~~functional~~Preparation ~~currency at the functional currency rate~~ of exchange at the balance sheet date. The results of operations denominated in foreign currency were translated at the average rate of exchange during the reporting period. All differences were reflected in profit or loss. ● Consolidation – Assets and liabilities denominated in foreign currencies at the balance sheet date were translated at the exchange rates prevailing at the balance sheet date. The results of operations were translated from KWR to US Dollar at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency was translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, were dealt with as a component of accumulated other comprehensive income.Financial Statements

~~Segment~~The preparation of the financial statements in ~~Reporting~~conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.

~~FASB ASC~~Revenue 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company operates in one segment – financial technology services. The Company’s chief executive officer has been identified as the chief operating decision maker.Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict ~~Recognition~~the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation. See NOTE 6.

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation.28

27Cash and Cash Equivalents

~~Cash~~The Company considers all money market funds and highly liquid financial investments with original maturities of three months or less when acquired to be cash equivalents. As of December 31, 2024 and ~~Cash~~2023 ~~Equivalents~~we had no cash equivalents.

~~The Company~~Intangible ~~considers all money market funds and highly liquid financial investments with original maturities of three months or less when acquired to be cash equivalents.~~Assets

Intangible assets represent non-physical assets ~~Assets~~that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at cost, fair value, or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.

Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at fair value or at historical cost. The ~~fair~~estimated ~~value~~useful islives ~~used~~of if the ~~asset is~~respective ~~acquired from an entity not under common control in a business combination, and the historical cost is used if the~~ asset ~~is acquired~~ ~~from~~categories ~~an entity under common control. s. Intangible assets with a finite life~~ are ~~amortized~~as ~~using the straight-line method over their estimated useful lives.~~follows:

~~The~~ Schedule ~~estimated useful lives~~ of ~~the~~Estimated ~~respective~~Useful ~~asset~~Lives ~~categories~~of ~~are~~Asset ~~as follows:~~Categories

Schedule of Estimated Useful Lives of Asset Categories

Development costs		3 years
Intangible assets excluding development costs		10 years
Other intangible assets – core technology platforms		3 to 5 years

Development costs		3 years
Intangible assets excluding development costs		10 years
Other Intangible assets – Core technology platforms		3 to 5 years

The Company follows ASC 350-30-35 and recognizes costs incurred to renew or extend the term of a recognized intangible asset as an expense in the period in which they are incurred. These costs are not capitalized but are instead treated as operating expenses, ensuring that the financial statements accurately reflect the current period’s operational activities.

~~Impairment analysis~~Digital assets are accounted for ~~long~~as indefinite-lived intangible assets, ~~and~~therefore, they are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible ~~assets~~asset is impaired.

~~The Company’s~~Impairment ~~long-lived~~Analysis ~~assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed~~ for ~~impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long~~Long-lived ~~assets used in operations whenever events or changes in~~Assets ~~circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held~~ and ~~used~~Intangible ~~is measured~~Assets by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

~~Digital~~The Company’s long-lived assets and other ~~Assets~~assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment, FASB ASC 350, Intangibles, and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or is less than fair value. If recoverability of an asset to be held and used is in question it is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations can involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once an intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.

~~Digital assets~~During ~~are~~the ~~accounted~~years ~~for~~ended asDecember ~~indefinite-lived intangible assets~~31, 2024 and ~~are initially measured at cost, in accordance with ASC 350 –~~2023 ~~“Intangibles-Goodwill~~the ~~and Other” (“ASC 350”). The~~ Company ~~does~~recorded ~~not~~impairment ~~intend~~losses toon ~~sell~~its ~~the~~long-lived ~~digital~~ assets inand ~~the~~intangible ~~near~~assets ~~future~~of so$0 ~~they~~and ~~are~~$8,199, ~~classified as non-current assets~~respectively.

These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.29

Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share ~~(EPS)~~ computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The Company had the following common stock equivalents:

~~Fair~~ Schedule of Anti-dilutive of Common ~~Value~~Stock ~~Measurements~~Equivalents

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

	December 31, 2024		December 31, 2023
Warrants convertible into common stock		-		550,000
Series A preferred stock convertible into 10,000 shares of common stock each		54,030,000		460,000
Series C preferred stock convertible into 20 shares of common stock each		14,900,000		18,200,000
Total common stock equivalents		68,930,000		19,210,000

28Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a ~~hierarchy~~framework offor ~~valuation~~measuring ~~inputs~~fair ~~based~~value onunder ~~the~~generally ~~extent~~accepted toaccounting principles ~~which~~and ~~the~~enhances ~~inputs~~disclosures ~~are~~about ~~observable~~fair invalue ~~the marketplace~~measurements. ~~Observable inputs~~Fair ~~reflect~~value ~~market~~is ~~data~~defined ~~obtained~~under ~~from~~ASC ~~sources~~820 ~~independent~~as of the ~~reporting~~exchange ~~entity~~price ~~and~~that ~~unobservable~~would be ~~inputs~~received ~~reflect~~for ~~the~~an ~~entity’s own~~asset ~~assumptions~~or ~~about~~paid ~~how~~to ~~market~~transfer ~~participants~~a ~~would~~liability ~~value~~in anthe principal or most advantageous market for the asset or liability ~~based~~in onan orderly ~~the~~transaction ~~best~~between ~~information~~market ~~available~~participants.

~~Valuation techniques~~ASC ~~used~~820 toestablishes ~~measure~~a ~~fair~~hierarchy ~~value~~of ~~under~~valuation ~~ASC~~inputs based ~~820~~on ~~must maximize~~ the ~~use~~extent ofto ~~observable~~which the inputs ~~and~~are ~~minimize~~observable in the ~~use~~marketplace. ofObservable ~~unobservable~~ inputs~~. The~~ ~~standard~~reflect ~~describes~~market adata ~~fair~~obtained ~~value~~from ~~hierarchy~~sources independent ~~based~~of onthe ~~three~~reporting ~~levels~~entity ofand unobservable inputs, ofreflect ~~which~~ the ~~first~~entity’s ~~two~~own ~~are~~assumptions ~~considered~~about ~~observable~~how ~~and~~market ~~the~~participants would ~~last~~value ~~unobservable,~~an ~~that~~asset ~~may~~or beliability ~~used~~based toon ~~measure~~the ~~fair~~best ~~value~~information available.

~~The~~Valuation techniques used to measure fair value ~~following~~under ~~describes~~ASC 820 must maximize the ~~hierarchy~~use of observable inputs ~~used~~and tominimize ~~measure~~the use of unobservable inputs. The standard describes a fair value hierarchy ~~and~~based ~~the~~on ~~primary~~three ~~valuation~~levels ~~methodologies~~of ~~used~~inputs, byof which the ~~Company~~first ~~for financial~~two ~~instruments~~are ~~measured~~considered atobservable ~~fair~~and ~~value~~the onlast aunobservable, ~~recurring~~that ~~basis~~may be used to measure fair value.

The ~~three~~ ~~levels~~following describes the hierarchy of inputs used ~~are~~to asmeasure ~~follows:~~fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.
	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.
	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The three levels of inputs are as follows:

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash, accrued expenses and other debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

	Level 1 -	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2 -	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3 -	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~Income~~A financial instrument’s categorization ~~Taxes~~within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash, accrued expenses and other debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.30

~~The Company follows FASB ASC 740,~~ Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~FASB ASC~~Income ~~740-10-25~~taxes ~~provides~~are ~~criteria~~provided for the ~~recognition, measurement, presentation and disclosure of uncertain~~ tax ~~position. The Company~~effects ~~must~~of ~~recognize~~transactions ~~the~~reported ~~tax~~in ~~benefit from an uncertain tax position only if it is more likely than not that~~ the ~~tax~~financial ~~position~~statements ~~will~~and beconsists ~~sustained on~~of ~~examination~~taxes bycurrently ~~the~~due ~~taxing~~and ~~authorities,~~deferred ~~based on the technical merits of the position~~taxes. ~~The~~Deferred ~~tax~~taxes ~~benefits~~are recognized for in the ~~financial statements~~differences ~~from~~between ~~such a position are measured based on~~ the ~~largest~~basis ~~benefit that has a greater than 50% likelihood~~ of ~~being~~assets ~~realized~~and ~~upon ultimate resolution. The Company did not recognize additional~~ liabilities for ~~uncertain~~financial ~~tax~~statement ~~positions~~and ~~pursuant~~income totax ~~FASB ASC 740-10-25 for the years ended December 31, 2023 and 2022~~purposes.

~~Contingencies~~The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Accounting guidance~~FASB ~~requires~~ASC ~~that~~740-10-25 provides criteria for the ~~Company~~recognition, measurement, ~~record~~presentation anand ~~estimated~~disclosure ~~loss~~of ~~from~~uncertain atax ~~loss~~position. ~~contingency~~The ~~when~~Company ~~information~~must ~~available~~recognize ~~prior~~the totax ~~issuance~~benefit offrom ~~the consolidated~~an ~~financial~~uncertain ~~statements~~tax ~~indicates~~position only ~~that~~if it is ~~probable~~more likely than not that anthe ~~asset~~tax ~~has~~position ~~been~~will ~~impaired~~be orsustained aon ~~liability~~examination ~~has~~by ~~been~~the ~~incurred~~taxing atauthorities, based on the technical ~~date~~merits of the ~~financial~~position. ~~statements~~The ~~and~~tax ~~the~~benefits ~~amount~~recognized ofin the ~~loss~~financial ~~can~~statements befrom ~~reasonably~~such ~~estimated.~~a ~~Accounting~~position ~~for~~are ~~contingencies~~measured ~~such~~based ason ~~legal~~the ~~matters~~largest ~~requires~~benefit ~~significant~~that ~~judgment.~~has ~~Many~~a ofgreater ~~these~~than ~~legal~~50% ~~matters~~likelihood ~~can~~of ~~take~~being ~~years~~realized toupon ~~resolve~~ultimate resolution. ~~Generally,~~The asCompany ~~the~~did ~~time~~not ~~period~~recognize ~~increases~~additional ~~over which~~liabilities ~~the~~for ~~uncertainties~~uncertain ~~are~~tax ~~resolved,~~positions ~~the~~pursuant ~~likelihood~~to ofFASB ~~changes~~ASC to740-10-25 for the ~~estimate~~years ofended ~~the~~December ~~ultimate~~31, ~~outcome~~2024 ~~increases~~and 2023.

29Contingencies

~~Concentration~~Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of ~~Credit~~the ~~Risk~~consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters require significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.

~~Financial instruments~~Concentration ~~that potentially subject the Company to concentrations~~ of ~~credit~~Credit risk are cash arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.Risk

~~Advertising~~Financial instruments that potentially subject the Company to concentrations of credit risk are cash arising from its normal business activities. The Company has its cash in high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of December 31, 2024 and 2023 cash balances in excess of the FDIC limits were $20,095 and $0.

~~Costs~~The Company currently does not provide for or ~~associated~~issue ~~with~~extensions ~~advertising~~of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and ~~promotions~~procedure ~~are~~implementation ~~expensed~~of asthe ~~incurred~~same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.

~~Employee Stock~~Segment ~~Based Compensation~~Reporting

The Company ~~accounts~~operates ~~for~~as ~~its~~a ~~share-based~~single ~~compensation~~operating ~~plan~~and reportable ~~in accordance with FASB ASC 718~~segment, ~~Stock Compensation, which establishes~~ a ~~fair~~resource ~~value~~management ~~method~~expertise ofand ~~accounting~~services ~~for stock-based compensation plans~~provider. ~~The~~Our ~~Company~~Chief ~~records~~Executive ~~stock~~Officer ~~compensation~~is ~~expense~~our ~~based~~Chief onOperating ~~the grant-date~~Decision ~~fair~~Maker, ~~value~~(CODM) ofwho ~~the~~evaluates ~~stock~~performance ~~options~~and ormakes ~~other~~operating ~~equity-based~~decisions ~~compensation~~about ~~issued~~allocating toresources ~~employees~~(see NOTE 3).

Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.Advertising

~~For purposes~~Costs ofassociated ~~determining~~with ~~the~~advertising ~~variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data~~ and ~~historical data to calculate an estimate of implied volatility, the expected term of the~~promotions ~~option~~are ~~and~~expensed ~~the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates~~ as ~~variables in the Black-Scholes option pricing model~~incurred. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

~~Non-controlling Interests~~31

~~Non-controlling interests~~Employee ~~are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non~~Stock-~~controlling~~Based ~~interest~~Compensation ~~during that period.~~

~~Recently~~The Company accounts for its share-based compensation ~~Issued~~plan ~~Accounting~~in ~~Pronouncements~~accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation plans. The Company records stock compensation expense based on the grant-date fair value of the stock options or other equity-based compensation issued to employees.

~~Recently~~ Stock-based compensation issued ~~accounting~~to ~~updates~~employees ~~are~~and members ~~not~~of ~~expected~~our toboard ~~have~~of adirectors ~~material~~is ~~impact~~measured at the date of grant based on the ~~Company’s~~estimated ~~Financial~~fair ~~Statements~~value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

~~NOTE~~For purposes of determining the variables used 3in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. ~~Discontinued~~With ~~Operations~~the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

~~On September~~Recently ~~29,~~Issued ~~2022,~~Accounting the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”) . Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ will assume all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications.Pronouncements

~~As a~~In ~~result~~November of2023, the ~~Sell~~FASB issued ASU No. 2023-~~Off~~07, Segment ~~Communications~~Reporting ~~ceased~~(Topic ~~being~~280): aImprovements ~~subsidiary~~to ofReportable ~~the~~Segment ~~Company.~~Disclosures ~~Accordingly~~(ASU 2023-07), ~~the~~which ~~operating~~requires ~~results~~public ofentities ~~Communications~~to disclose significant segment expenses that are ~~reported~~regularly inprovided ~~pretax~~to ~~income~~the ~~(loss),~~Chief ~~income~~Operating ~~tax,~~Decision ~~income~~Maker (~~loss~~CODM) ~~before~~and ~~loss~~details onof ~~equity~~how ~~investment,~~the ~~loss~~CODM onuses financial ~~equity~~reporting ~~investment,~~to ~~income~~assess ~~(loss) before~~the ~~non-controlling~~performance ~~interest,~~of ~~non-controlling~~a ~~interest~~segment. ~~income~~The ~~(loss),~~Company adopted this pronouncement in 2024 and ~~net~~retrospectively ~~income~~to ~~(loss)~~all prior ~~from~~periods ~~discontinued~~using ~~operations~~the insignificant segment expense categories identified. The impact of the ~~Statements~~adoption of the amendments in this update was not material to the Company’s financial position and results of ~~Operations~~operations, ~~for~~as ~~all~~the ~~periods~~requirements ~~presented~~impact only segment reporting disclosures in the footnotes to the Company’s financial statements.

~~In accordance~~On ~~with~~December 13, 2023, the FASB ~~ASC~~issued ~~805~~ASU No. 2023-08, ~~Business~~Intangibles ~~Combinations,~~- ~~the~~Goodwill ~~transaction~~and ~~was~~Other ~~determined~~- toCrypto beAssets ~~transfers~~(Topic 350-60): Accounting for and ~~exchanges~~Disclosure ~~between~~of ~~entities~~Crypto ~~under~~Assets. ASU 2023-08 ~~the~~requires ~~common~~entities ~~control~~to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. ~~Accordingly~~Additionally, ~~the~~ASU ~~difference~~2023-08 ~~between~~requires ~~the~~an ~~proceeds~~entity ~~received~~to bypresent crypto assets measured at fair value separately from other intangible assets in the ~~Company~~balance sheets and record changes from remeasurement of crypto assets separately from changes in the ~~book~~carrying ~~value~~amounts of other intangible assets in the ~~Communications~~income statement. The new standard is effective for all entities for the fiscal years beginning after December ~~and~~15, ~~Communication’s~~2024, ~~subsidiaries~~including ~~has~~interim ~~been~~periods ~~recognized~~within asthose anfiscal ~~equity~~years. ~~transaction~~Early ~~and~~adoption nois ~~gain~~permitted. orWhere ~~loss~~applicable ~~has~~the ~~been~~Company ~~recorded~~plans to adopt ASU 2023-08 when it is effective from its fiscal year beginning January 1, 2025. The adoption of ASU 2023-08 is expected to have a material impact on the Consolidated Financial Statements.

30Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements.

~~The following~~NOTE ~~table~~3. ~~presents~~Segment ~~the components of discontinued operations in relation to Communications reported in the statements of operations:~~Reporting

~~Schedule~~The Company operates as a single1 operating and reportable segment, providing resource management expertise and services. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker, evaluates the Company’s financial performance and makes resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of ~~Components~~our single operating segment as reported on the statement of ~~Discontinued~~operations ~~Operations~~and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

	2023		2022
	Years Ended December 31,
	2023		2022
Net Sales		-		7,578,685
Operating costs and expenses		-		9,638,272
Income (loss) from operations before other income and income taxes		-		(2,059,587	)
Other income (loss)		-		1,807,581
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest		-		(252,006	)
Income tax		-		30,002
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest		-		(282,008	)
Loss on equity investment		-		(18,725	)
Income (loss) from discontinued operations before non-controlling interest		-		(300,733	)
Non-controlling interest income (loss) from discontinued operations		-		(273,108	)
Net income (loss) attributable to Parent Company from discontinued operations		-		(27,625	)
Comprehensive income statement
Net income (loss) from discontinued operations		-		(300,733	)
Foreign currency translation loss		-		(1,691,420	)
Total comprehensive income (loss) from discontinued operations		-		(1,992,153	)

NOTE 4. ~~Earnings~~Prepaid ~~Per Share~~Expenses

~~The~~In August 2023, the Company signed an agreement with M2 Compliance LLC (“M2”) for M2 to provide EDGAR filing services for the Company. ~~calculates~~The ~~earnings~~term ~~per~~of ~~share~~the inservices was ~~accordance~~from ~~with~~August ~~FASB~~19, ~~ASC~~2023 ~~260~~to August 18, ~~Earnings~~2024 ~~Per~~for ~~Share~~an annual fee of $6,495, ~~which~~therefore ~~requires~~during athe ~~dual~~year ~~presentation~~ended December 31, 2023 the Company ofamortized ~~basic~~$2,436 (four and ~~diluted~~one ~~earnings~~half ~~per~~months) ~~share~~of the fee, with the remaining $4,059 being amortized during the year ended December 31, 2024. In ~~Basic~~August ~~earnings~~2024, ~~per~~the ~~share~~Company ~~are~~paid ~~computed~~$7,015 ~~using~~for the ~~weighted~~period ~~average~~from ~~number~~August of19, ~~shares~~2024 ~~outstanding~~to August 18, 2025. The Company amortized $2,632 during the ~~fiscal~~ year. ~~Potentially~~ended ~~dilutive~~December ~~common~~31, ~~shares~~2024, ~~consist~~leaving ofa ~~stock~~remaining ~~options~~prepaid ~~outstanding~~balance ~~(using~~of ~~the~~$4,383 ~~treasury~~as ~~method)~~of December 31, 2024.

~~The~~Also ~~following~~in ~~table~~August ~~sets~~2023, ~~forth~~the Company paid the ~~computation~~annual fees to OTC Markets for two categories of ~~basic~~services. The fee was $9,780 and ~~diluted~~the ~~net~~Company ~~income~~amortized $4,075 ~~per~~(five ~~common~~months) ~~share:~~of the fee during the year ended December 31, 2023, with the remaining $5,705 being amortized during the year ended December 31, 2024. In October 2024, the Company paid the annual fee of $10,080 for the year from November 2024 to October 2025. The Company amortized $1,680 of the fee during the year ended December 31, 2024, leaving a remaining prepaid balance of $8,400 as of December 31, 2024.

~~Schedule~~In December 2023, the ofCompany ~~Computation~~hired a consultant to work on the patents related to the token business operations and paid a $100,000 retainer for the services to be performed. As of ~~Basic~~December 31, 2024, the services performed by this contractor were completed and ~~Diluted~~the ~~Net~~prepayment ~~Income~~of ~~Per~~the ~~Common~~$100,000 were ~~Share~~applied to professional fees.

Years Ended December 31,	2023			2022
Net income (loss)	$	(805,138	)	$	(27,625	)
Net income (loss) from continuing operations		(805,138	)		-
Net income (loss) from discontinued operations		-			(27,625	)
Weighted-average shares of common stock outstanding:
Basic		26,053,473			19,724,220
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss		-			-
Dilutive shares		26,053,473			19,724,220
Net income (loss) from continuing operations:
Earnings per share – Basic and diluted
Net income (loss)	$	(0.03	)		-
Earnings per share to stockholders	$	(0.03	)		-
Net income (loss) from discontinued operations:
Earnings per share – Basic and diluted
Net income (loss) before non-controlling interest		-		$	(0.01	)
Non-controlling interest		-		$	(0.01	)
Earnings per share to stockholders		-		$	(0.00	)

As of December 31, 2024, the balance of prepaid expenses was $12,783.

31NOTE 5. Intangible Assets

~~NOTE~~As of December 31, 2024, the net book value of 5.the ~~Deconsolidation~~intangible assets was $18,139,265, which was made up of ~~Subsidiaries~~the assets described below.

AsSoftware ofto ~~the~~be ~~Sell-Off date~~Sold, ~~which was September 29~~Leased, 2022, the Company had approximately $12.6 million of total assets and $3.6 million of total liabilities on its balance sheet. As part of deconsolidation, we removed the balance of Accumulated Other Comprehensive Income (loss) which contains $2.4 million of foreign currency translation gain related to the Sell-Off of its subsidiaries. Those assets and liabilities were owned by Communications or Communications’ subsidiaries, such as I-ON, Ltd (Japanese subsidiary), eformworks Co., Ltd. (Korean subsidiary) and EIPGRID (Korean subsidiary). As a result of the Sell-Off Agreement, all assets and liabilities were transferred to JFJ.Marketed

~~Mr. Oh~~In ~~and~~March ~~Mr.~~2023 ~~Kim~~the ~~returned~~Company paid, ~~their~~through ~~shares~~OAG of(a ~~the~~related ~~Company~~party), ~~total~~$84,000 15to Oktane Media,~~306,119~~ ~~approximately~~a ~~43%~~Company ofowned ~~total~~by ~~outstanding~~Ken ~~shares~~Park, to the Company’s ~~in exchange~~Chief Marketing Officer, for Nodalium Channel Partnership Agreement & Transaction Costs, through which the ~~transfer~~Company ofobtained ~~all~~a ~~outstanding~~certain ~~equity~~license ofthat ~~Communications~~allowed the Company to ~~JFJ~~resell the license. ~~Stock~~The ~~price~~license onfee ~~September~~covered ~~29,~~one ~~2022~~year. The asset was ~~$0.067;~~amortized ~~therefore,~~ over the ~~fair~~twelve ~~market~~months ~~value~~starting ~~the~~in ~~proceeds~~April 2023. ~~was~~The Company amortized $163,~~025~~000 and $21,~~510~~000 ~~which~~during ~~was~~the ~~calculated~~years byended ~~multiplying~~December ~~the~~31, ~~number~~2023 ofand ~~shares~~2024, ~~transferred~~respectively. toThe ~~the~~asset ~~stock~~was ~~price~~fully amortized onas ~~September~~of 29December 31, ~~2022~~2024.

~~In accordance~~Internal-use with FASB ASC 805, Business Combinations, the transaction was determined as transfers and exchanges between entities that are under the common control. Accordingly, the difference between the proceeds received by the Company and the book value of the Communications and Communication’s subsidiaries will be recognized as an equity transaction and no gain or loss would be recorded.Software

~~NOTE~~In January 2023, the Company entered into a service 6agreement with Nodalium, Inc. ~~Prepaid~~(“Nodalium”) ~~Expenses~~through which Nodalium would provide workflow automation for the KYC and AML onboarding of gold reserves. The consideration for this project was $80,000. During the year ended December 31, 2024, the Company recognized amortization of $40,000 and the value of the assets was $40,000 as of December 31, 2024. Having participated in the planning and development of the Company’s Core Architectural Platform and Digital Asset Ecosystem, I-ON will further develop and expand upon the Nodalium technology by adding new AI and web3-based workflow management components that have been additionally developed by other technology partners like Instruxi Limited.

In ~~April~~ March 2023, the Company signed aan ~~consulting~~ agreement with ~~Dutchess~~Instruxi ~~Group~~Limited, ~~LLC.~~through ~~(“Consultant”)~~which ~~for~~Instruxi ~~Consultant~~Limited was to ~~provide~~build a technology stack for the tokenization ~~Company~~of ~~with~~precious ~~advisory~~metal, mineral, and/or ~~consulting~~commodity ~~services~~asset rights for unextracted deposits. The ~~Company~~technology ~~issued~~stack ~~550,000 shares~~allows ofthe ~~common~~Company ~~stock~~to atprovide specialist ~~price~~consultation, ofthrough ~~$0.22 per~~its ~~share~~ION’s ~~for~~Digital ~~the~~Architecture ~~services~~& inHybrid ~~May~~Blockchain ~~2023~~Platform. The ~~term of~~Company ~~the~~paid ~~agreement~~$329,142 isfor this ~~six~~software. ~~months~~During ~~from~~the ~~April~~year 13ended toDecember ~~October 13~~31, ~~2023.~~2024 ~~The~~the Company ~~amortized~~recognized amortization of $~~121~~109,~~000 of~~714 and the ~~expenses~~value ~~for~~of the ~~services~~assets was $219,428 as of December 31, 2024.

~~In August~~The ~~2023, the~~ Company expects ~~signed an agreement with M2 Compliance LLC (M2) for M2~~ to ~~provide~~record ~~EDGAR~~amortization ~~filing services for the Company. The term~~ of ~~the services is from August 19~~$136,381 ~~2023~~and ~~to August 18~~$123,047 ~~2024.~~for ~~The~~the ~~annual~~years ~~fee~~ending isDecember $631,~~495.~~ ~~The~~2025 ~~Company~~and ~~amortized $2~~2026,~~436~~ ~~(four and one half months) of the expenses for the services~~respectively.

~~Also in August 2023, the Company paid the annual fees to OTC Markets for two categories of services. The fee is $9,780. The Company amortized $4,075 (five months) of expenses for the services.~~33

InIndefinite-lived ~~December~~Intangible 2023, the Company hired a consultant to work on the patents related to the token business operations. The Company paid a $100,000 retainer for the services to be performed in the first quarter of 2024.Assets

AsIn February of2023, ~~December~~ION 31Acquisition Corp., a company owned 100% by Carlos Montoya, the Company’s Chief Executive Officer and controlling stockholder, signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orebits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. ION Acquisition Corp. paid $85,700 in cash and issued 1,136,364 shares of its common stock for the transaction. ION Acquisition Corp. then contributed the 180 Orebits AU Certificates to the Company. In October 2023, the ~~balance~~Company assessed the value of ~~prepaid~~the ~~expenses~~Orebits AU Certificates and determined there was an impairment of $~~109~~8,~~764~~199, reducing the asset value to $327,501 as of December 31, 2023.

32In December 2023, the Company obtained 9,699.7082 Orebits AU Certificates through the acquisition of Orebits as a result of the Contribution and Exchange Agreement with OAG, an entity owned and controlled by Carlos Montoya, CEO (see NOTE 1). Pursuant to the agreement, I-ON Digital Corp. issued 910,000 shares of Series C Preferred Stock in exchange for Orebits’ 100% ownership of 910,000 Orebits’ shares. The Company, having independently built the underlying ION Digital Hybrid Blockchain & Workflow Platform in anticipation of onboarding the Orebits AU certificates as a Gold Backed Digital Asset, recorded the 9,699.7082 Orebits AU Certificates at $17,643,284 ($1,818.95 per Orebits AU Certificate).

~~NOTE~~In July 2024, the Company 7sold 50 units of the Orebits AU Certificates in exchange for 2 units of Bitcoin (“BTC”). ~~Intangible~~The ~~Assets~~selling price was $116,630 based on the value of BTC on the date of sale, and the carrying value of the 50 Orebits AU Certificates was $90,948, so the gain on exchange of the intangible assets was $25,682. On September 30, 2024, the Company sold the 2 units of BTC for cash of $120,425, which was the BTC selling price on the date of sale, resulting in a gain on sale of intangible assets of $3,795.

~~In January~~The ~~2023,~~Orebits ~~the~~AU ~~Company~~Certificates ~~signed~~have abeen ~~service~~determined to ~~agreement~~have ~~with~~an ~~Nodalium,~~indefinite ~~Inc. through which Nodalium~~life, ~~Inc.~~therefore ~~will~~no ~~provide~~amortization ~~services~~has ~~for~~been ~~the Architectural Plan Project~~recognized, ~~Core~~instead ITthe ~~Platform~~asset &is ~~Digital~~evaluated ~~Asset Ecosystem. The consideration~~ for ~~this~~impairment ~~project~~in ~~is $80,000.~~accordance Aswith ~~of December 31, 2023,~~ the ~~project~~Company’s ~~was~~policy ~~substantially~~for ~~completed~~such. ~~Management~~During ~~estimates~~ the ~~useful~~year ~~life~~ended ofDecember ~~this intangible asset will be thirty-six months. As the asset has not been placed into use~~31, ~~the~~2024 ~~value~~no ofimpairment ~~the assets~~ was ~~$80~~recognized,~~000~~ therefore as of December 31, ~~2023.~~2024, ~~Having participated in~~ the ~~planning~~value ~~and development~~ of the ~~Company’s~~indefinite-lived ~~Core~~intangible ~~Architectural~~assets ~~Platform~~were ~~and Digital Asset Ecosystem~~$17, ~~Nodalium~~879,837. ~~based~~As onof ~~its~~December ~~platform knowledge and expertise~~31, ~~will~~2024 ~~further~~489 ~~deliver~~Orebits ~~its~~AU ~~exclusive~~Certificates ~~“Workflow” technology~~were ~~allowing~~pledged ~~the~~as ~~Company~~collateral tofor ~~independently monitor and report on all transactions involving~~ the ~~ION.au Digital Asset and/or the ION Digital Hybrid Blockchain platform. Nodalium~~Company’s ~~continuous~~loans ~~reporting~~payable ~~will~~(see ~~allow~~NOTE the Company to systematically balance its internal ledger systems, inclusive of client account balances reflecting buy, sell, trade or collateral pledge transactions, on a daily basis, against balances provided by Nodalium, All such accounting, will be made available in statement format to clients, institutional partners, auditors and/or public agencies, as appropriate7).

~~In February~~NOTE ~~2023, the Company, through ION Acquisition Corp~~6., ~~signed~~Related-Party a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. In May 2023, the Company paid, through ION Acquisition Corp. $85,700 in cash and issued 1,136,364 shares of common stock. As of December 31, 2023, the cost of the asset was $335,700. The Company assessed the value of the Orebits and determined there was an impairment of $8,199. As of December 31, 2023, the value of this asset was $327,501.Transactions

In ~~March~~ January 2023, the Company ~~paid,~~entered ~~through~~into ~~Orebits~~a ~~Acquisition~~Series ~~Group~~A (aPreferred ~~related~~Stock ~~party),~~Purchase ~~$84,000~~Agreement towith ~~Oktane~~I-ON ~~Media~~Acquisition ~~for~~Corp. ~~Nodalium~~(“IAC”), ~~Channel~~a ~~Partnership Agreement~~company &owned ~~Transaction~~by Carlos ~~Costs~~Montoya, ~~through which~~ the Company’s ~~obtained~~Chief aExecutive ~~certain~~Officer ~~license~~and ~~that~~therefore ~~allows~~a ~~the~~related ~~Company~~party, pursuant to ~~resell.~~which ~~The~~IAC ~~license fee~~received ~~covers~~3,600 ~~one~~shares of ~~year.~~the ~~The~~Company’s ~~asset~~Series isA ~~amortized~~Preferred ~~over~~Stock ~~the~~(“Series ~~next~~A ~~twelve~~Preferred ~~months~~Stock”) ~~starting~~for ~~from~~consideration ~~April~~of ~~2023.~~$214,286 ~~The~~(see ~~Company~~NOTE ~~amortized~~8). ~~$63~~The 3,~~000~~600 ~~for~~shares ~~the year~~of ~~ended~~Series ~~December~~A ~~31,~~Preferred ~~2023,~~Stock ~~and~~were ~~the~~subsequently ~~net~~distributed ~~value~~to ofIAC’s ~~this~~sole ~~asset~~stockholder ~~was~~Carlos ~~$21~~Montoya,~~000~~ asthe ofCompany’s Chief ~~December~~Executive ~~31, 2023~~Officer.

~~In March~~During 2023, the Company ~~signed~~received ~~an agreement with Instruxi Limited~~$176,342 ~~through~~from ~~which~~IAC as ~~Instruxi~~consideration ~~Limited~~to ~~will~~acquire ~~build~~803 ashares ~~technology stack for the tokenization~~ of ~~precious~~Series ~~metal,~~A ~~mineral,~~Preferred ~~and/or commodity asset rights for unextracted deposits~~Stock. The ~~Company~~shares ~~will~~were ~~provide~~issued ~~specialist~~during ~~consultation, called ION’s Digital Architecture & Hybrid Blockchain Platform. The Company paid $329,142 and~~ the ~~project~~year ~~was~~ended ~~completed as of~~ December 31, ~~2023.~~2024 ~~The management estimates the useful life of this intangible asset will be thirty-six months. As the asset has not~~(see ~~been~~NOTE ~~placed in use, the value of the assets was $329,142 as of December 31, 2023~~8).

~~In December~~As ~~2023,~~described ~~the~~in ~~Company~~NOTE ~~obtained~~5 ~~9,699.7082 Orebits AU through~~ the ~~acquisition of Orebits Corp. According to the purchase agreement, I-ON Digital Corp. issued 910,000 preferred Series C stock for Orebits Corp’s 100% ownership of 910,000 Orebits Corp’s shares. The~~ Company ~~recorded~~purchased ~~this 9,699.7082 Orebits~~certain atintangible ~~$17,643,284~~assets ~~($1,818.95~~from ~~per Orebit).~~related ~~The Company assessed the value of the 9,699~~parties.~~7082 Orebits and determined there was no impairment and the balance of Orebits remained $17,643,284 as of December 31, 2023.~~

AsThrough an entity controlled by Carlos Montoya, ofthe Company’s CEO and controlling stockholder, Mr. Montoya currently pays substantially all the expenses for the Company’s operations and certain capital expenditures. For the years ended December 31, 2024 and 2023, the ~~net~~related ~~value~~party deposited cash into the Company and/or paid Company expenses of $1,168,730 and $167,909, respectively. These advances from the ~~intangible~~related ~~assets~~party are repayable by the Company, unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances. As of December 31, 2024 and 2023, the balance due to the related party was $181,~~400~~336,~~927~~639 and $167,909, respectively.

~~NOTE 8. Related Party Transactions~~34

~~The Company’s~~During ~~major~~the ~~shareholder~~year ~~pays~~ended ~~the~~December ~~expenses~~31, ~~for~~2024, the ~~company’s~~Company, on ~~operations~~behalf ~~and~~of ~~certain~~one ~~capital~~of ~~expenditures~~its ~~through~~related ~~the~~parties, ~~company (related~~Oktane ~~party)~~Media heLLC ~~owns.~~(“Oktane”), ~~For~~owned by the ~~years~~Company’s ~~ended~~Chief ~~December~~Marketing 31Officer, conducted ~~2023~~the ~~and~~payroll ~~2022,~~process ~~the~~for ~~related~~Oktane. ~~party~~The Company paid ~~expenses~~Oktane’s ofemployee ~~$167~~payroll,~~909~~ payroll taxes and employee benefits in the amount of $0182, ~~respectively~~373. ~~These~~ ~~advances~~The Company got reimbursed the same amount from Oktane during the ~~related~~year ~~party~~ended ~~are~~December ~~unsecured~~31, ~~non-interest~~2024, ~~bearing~~therefore ~~and~~no ~~payable~~amounts were ondue ~~demand.~~to, ~~There~~or ~~are~~from, nothe ~~written~~related ~~agreements~~party ~~for these~~at ~~advances~~December 31, 2024.

On March 30, 2023, the Company sub-leased its Enterprise ~~workflow~~Workflow/~~intelligent~~Intelligent ~~automation~~Automation ~~platform~~Platform, ~~that~~as isallowed under a relicensing provision within that certain master software license agreement, to I-ON Acquisition Corp., ~~for~~an entity owned by Carlos Montoya, the Company’s Chief Executive Officer, for annual fees of $130,500. The Company received the full amount at contract inception and recorded it as deferred revenue., ~~The~~to ~~Company~~be recognized ~~recognizes~~into ~~the~~ revenue over the ~~next~~ twelve-month ~~months~~licensing period starting ~~from~~in April 2023, as the Company’s single performance obligation was to allow I-ON Acquisition Corp. to utilize the software during the license period. The Company recognized ~~the~~ revenue of $32,625 and $97,875 for the ~~year~~ years ended December 31, 2024 and 2023, respectively.

NOTE 9 7. ~~Convertible~~Loans ~~Notes~~Payable

In November 2023, the Company ~~offered~~issued promissory notes ~~payable~~in ~~with~~ the ~~following~~amount ~~terms~~of ~~and~~$550,000, ~~conditions.~~with ~~The~~a ~~term~~maturity isdate at the earlier of one year or 30 days from the ~~Closing Date~~closing date of ~~the~~a ~~Token~~registered ~~Offerings~~security token (offering which was a planned offering yet to be approved by the ~~“Payment~~Securities ~~Date”)~~and Exchange Commission. The promissory notes had an effective (bonus) interest rate isof 100% ~~payable~~of atthe note principal, therefore the ~~closing~~Company ~~date~~was recording interest of $550,000 ratably over the term of the promissory notes. In addition, the Company issued 550,000 warrants to purchase shares of common stock to the ~~lenders~~holders of the promissory notes as additional consideration (see NOTE 8). The value of the warrants was $87,970., ~~The~~which ~~principal~~was ~~will~~recorded as a debt discount beand increase to additional paid in capital at note inception. Further, as additional consideration, upon the ~~Closing~~closing ~~Date~~date byof ~~tokens~~an ION Digital Registered Security Token Offering, the Company would be required to issue Registered Tokens, which would be derived from the Offering, at the sum of which was to be equal to two and one-half times the principal, of ~~which~~ the ~~value~~promissory ofnotes. ~~the~~Said tokens, ~~would~~all beor $1in part,~~375,000.~~ Inwere to ~~November~~be ~~2023,~~convertible into the Company’s ~~issued~~common ~~convertible~~stock ~~notes with~~at ~~the~~a ~~above~~20% ~~terms~~discount ~~and~~to ~~conditions~~the inprevailing ~~the~~bid ~~total~~price ofon ~~$550,000.~~the Asdate ofthat ~~December~~the ~~2023,~~lender issues to the ~~interest~~Company ~~accrued~~a ~~was~~notice ~~$90,585~~of conversion.

~~NOTE~~Effective November 1, 2024, all promissory notes were amended to extend the maturity date to June 30, 2025 and the Company was responsible to pay an additional interest amount that was 10% of the total amount due at the time of amendment, or $110,000. ~~Stockholders’~~The ~~Equity~~Company accounted for this modification as a debt extinguishment, therefore this additional cost of financing was recorded as a loss on debt extinguishment during the year ending December 31, 2024. In conjunction with the amendment, the Company pledged 489 of their Orebits AU Certificates as collateral for the loans (see NOTE 5). Further, the Company assigned the obligation for the issuance of any Registered Tokens to a related party and the holders of the promissory notes released the Company from such obligation recorded in the original promissory notes.

~~As indicated~~For inthe ~~Note~~year 3,ended onDecember ~~September 29~~31, ~~2022~~2024, the Company ~~effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”)~~ ~~among~~amortized ~~the~~debt ~~Company,~~discount ~~Communications~~of ~~and JFJ Digital Corp.~~$76,974 ainto ~~Delaware~~interest ~~corporation~~expense ~~(“JFJ”),~~and ~~whereby~~as ~~all~~ of ~~the~~December ~~outstanding~~31, ~~equity of~~2024 ~~Communications was transferred to JFJ in exchange for~~ the ~~return~~balance of ~~15,306,119 shares of~~ the ~~Company’s~~debt ~~Common~~discount ~~Stock~~remaining ~~held~~was by$0 ~~Jae Cheol Oh~~ and ~~Hong Rae Kim,~~ the ~~Company’s~~loans ~~principal~~payable ~~executive~~balance ~~officer~~was ~~and members of the Board of Directors (the “Sell-Off”). After the “Sell-off”~~$550, ~~the Company had 19,724,220 common shares outstanding~~000.

33For the year ended December 31, 2024, the Company recorded interest expense of $470,411 and as of December 31, 2024 the interest accrued balance was $660,000.

~~In September~~NOTE ~~2022, the Company established a series of preferred stock as “Series A Convertible Preferred Stock”~~8. The authorized number of Series A Preferred Shares is six thousand (6,000). Each Series A Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 3,600 shares of convertible preferred stock – Series A for $214,286 cash consideration. Also according to the Purchase Agreement, $214,286 was distributed to the former major shareholder. Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the CompanyStockholders’s ~~common~~Equity stock, par value $0.0001 per share (the “Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred.

~~In September 2022, the Company established a series of preferred stock as “~~Series BA ~~Convertible~~ Preferred ~~Stock”. The authorized~~ number of Series B Preferred Shares is six thousand (6,000). Each Series B Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 6,000 shares of preferred stock Series B according to a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), for the consideration of cash $35,714. Each Series B Convertible Preferred Share is convertible into one thousand (1,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

~~Also in~~In ~~January~~September ~~2023~~2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is six thousand (6,000). Each ~~preferred~~share ~~stock~~has a par value of $0.0001. Each share of Series BA Preferred Stock is convertible into Ten Thousand (10,000) shares of Common Stock and were ~~converted~~entitled to 6vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of one hundred (100) votes per share of Series A Preferred Stock,~~000~~ which was changed with an amendment on August 22, 2024 to ten thousand (10,000) ~~common~~votes per ~~shares~~share of Series A Preferred Stock.

~~Again in January 2023, the Company cancelled 350 shares of common stock per shareholders’ request.~~35

In ~~May~~ January 2023, pursuant to a certain purchase agreement, the Company issued 13,~~000~~600 shares of ~~preferred~~Series A ~~stock~~Preferred Stock for ~~the value of~~ $~~219~~214,~~500.~~286 Ascash ofconsideration ~~December~~to ~~31,~~I-ON ~~2023~~Acquisition Corp., ~~the~~a ~~total~~related ~~number~~party ~~of preferred~~(see ANOTE ~~shares was 4,600~~6).

In May 2023, the Company issued 1,~~136,364~~000 shares of ~~the~~Series ~~Company’s~~A ~~common~~Preferred ~~stock~~Stock tofor ~~Nahla Jacobs according to~~ the ~~service agreement signed with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC. The share price was $0.22 per share and the total~~ value ~~was~~of $~~250~~219,~~000~~500.

~~Also in~~In May and June 2023, the Company ~~issued~~received ~~550~~$100,000 and ~~shares~~$71,342, respectively, offor ~~common~~Series A preferred stock ~~according~~to be issued to IAC, a related party (see NOTE 6). The total of $171,342 was recorded as a liability because if the ~~service~~Company ~~agreement~~was not able to issue the stock, the funds would be returned. In September 2023, the Company ~~signed~~decided ~~with~~to ~~Dutchess~~issue ~~Group~~the stock and the total amount of $171,342 ~~LLC~~was atreclassified to stock to be issued. In August 2023, the Company received an additional $05,000 from IAC for the stock to be issued.22 ~~per~~As ~~share~~of ~~and~~December 31, 2023, the total shares of Series A preferred stock to be issued was 803 recorded at a value isof $~~121~~176,~~000~~342.

~~In May~~During ~~and June 2023,~~ the ~~Company~~year ~~received~~ending December ~~$100~~31,~~000~~ ~~and $71~~2024,~~342,~~ ~~respectively,~~the ~~for~~Company ~~stock to be issued. The total of $171,342 was~~ recorded as ~~a liability because if~~ the ~~Company~~issuance ~~was~~of ~~not~~their ~~able~~Series toA ~~issue~~Preferred ~~the~~Stock ~~stock,~~therefore ~~the~~increasing ~~funds~~their ~~would~~Series beA ~~returned.~~shares Inby ~~September 2023, the Company decided~~803 toand ~~issue~~reclassifying the ~~stock~~value ~~and the total amount~~ of $~~171~~176,342 ~~was~~from ~~reclassified~~Series toA ~~stock~~Preferred toStock ~~be issued. In August 2023, the Company received additional $5,000 for the stock~~ to be issued. ~~As of December 31, 2023, the total amount of stock~~ to beadditional ~~issued~~paid-in ~~was $176,342~~capital.

~~On August~~As ~~30, 2023, the Company executed a Board Resolution concerning Series A Preferred voting rights to be increased from 1,000 per share~~ of ~~common~~December ~~stock to 20~~31,~~000 to~~ become effective after the Company completed the due-notice requirements with the State of Delaware. This pre-emptive Board Resolution was initially approved by the board as part of a defensive posture against potential2024 ~~claims,~~there ~~however~~were ~~unidentified or unsubstantiated~~5,403 ~~made~~Series byA ~~shareholders~~Preferred ~~affiliated~~Stock ~~with~~issued ~~prior~~and ~~ownership~~outstanding. ~~In as much as such claims remained uncertain or unsubstantiated, we elected to further reserve such filing with the State of Delaware.~~

InSeries ~~November~~B ~~2023, the Company issued 550,000 warrants to the lenders as additional consideration for the loans. According~~Preferred to the loan agreements, the warrant holders can purchase shares of I-ON Digital Corp.’s public common stock at the price of $0.07 per share. The total value of the warrants was $87,970 and the warrants will expire at the loan maturity date (one year).Stock

In ~~December~~ ~~2023~~September 2022, the Company ~~issued~~established ~~910,000 shares~~a series of preferred stock known as Series CB inConvertible ~~exchange~~Preferred ~~for~~Stock ~~910,000 shares~~(“Series ofB ~~Orebits~~Preferred ~~Corp~~Stock”). The authorized number of shares of Series CB Preferred ~~Shares~~Stock is ~~also~~six ~~910~~thousand (6,000.) ~~Each~~with ~~Series C Convertible Preferred Share has~~ a par value of $0.0001. Each ~~Preferred~~share Cof ~~share~~Series B Preferred Stock is convertible into ~~twenty~~one thousand (201,000) shares of ~~the Company’s common stock, par value $0.0001 per share (the “~~Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of ~~twenty~~one thousand (201,000) votes per share of Series CB Preferred Stock.

~~As of~~In ~~December~~January 312023, ~~2023~~the Company issued 6,000 shares of Series B Preferred Sock according to a Contribution Agreement with certain Purchasers (the ~~Company~~“Purchasers”) pursuant ~~had~~to 27which the Purchasers agreed to purchase 6,~~410,234~~000 shares of ~~common~~Series ~~stock~~B ~~issued~~Preferred ~~and~~Stock ~~outstanding~~for the consideration of cash $35,714.

~~NOTE~~Also in January 2023, ~~11.~~all ~~Income~~6,000 ~~Taxes~~issued and outstanding shares of Series B Preferred Stock were converted into 6,000,000 shares of Common Stock.

~~The~~During the year ending ~~Company~~December ~~had~~31, a2024, ~~net~~there ~~operating~~were ~~loss~~no ~~carryforward~~Series ~~for~~B ~~tax~~Preferred ~~purposes~~Stock ~~totaling~~transactions ~~$805,138~~ and ~~$0,~~as ~~respectively,~~of at December 31, ~~2023~~2024 there were no Series B Preferred Stock issued and ~~2022~~outstanding.

~~According~~Series toC ~~current tax laws, the losses can be carried forward indefinitely.~~ Preferred Stock

~~The~~In December 2023, the ~~components~~Company ofestablished the ~~Company’s~~Series ~~deferred~~C ~~tax~~Preferred ~~asset~~Stock. ~~and~~The ~~reconciliation~~authorized number of ~~income~~shares ~~taxes~~of ~~computed~~Series atC ~~the~~Preferred ~~statutory~~Stock ~~rate~~is 910,000 with a par value of ~~21%~~$0.0001 per share. Each share of Series C Preferred Stock is convertible into twenty (20) shares of Common Stock and was entitled to vote on matters as to which holders of the ~~income~~ ~~tax~~Common ~~amount~~Stock ~~recorded~~shall asbe entitled to vote at a rate one (1) vote per share of Series C Preferred Stock. Subsequent to December 31, ~~2023~~2024 (see NOTE 10) the Company amended their Certificate of Designation for the Series C Preferred Stock and ~~2022~~allow ~~are~~each share of Series C Preferred Stock to vote on matters as ~~follows:~~to which holders of the Common Stock shall be entitled to vote at a rate twenty (20) votes per share of Series C Preferred Stock.

~~Schedule~~In December 2023, the Company issued 910,000 shares of ~~Deferred~~Series ~~Tax~~C ~~Asset~~Preferred ~~and~~Stock ~~Reconciliation~~in exchange for 910,000 shares of ~~Income~~Orebits ~~Taxes~~(see NOTE 1).

	December 31, 2023			December 31, 2022
Net operating loss carryforward	$	(805,138	)	$	0
Effective tax rate		21	%		21	%
Deferred tax asset		169,079			0
Less: Valuation allowance		(169,079	)		0
Net deferred asset	$	-		$	-

In December 2024, at the request of the Series C Preferred stockholders, the Company converted 165,000 shares of the Series C Preferred Stock to 3,300,000 shares of Common Stock.

~~NOTE 12. Subsequent Events~~36

~~The Company~~Common follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and determined the Company did not have any material subsequent event.Stock

34In January 2023, the Company issued 6,000,000 shares of Common Stock in exchange for 6,000 shares of Series B Preferred Stock and cancelled 350 shares of Common Stock issued to a stockholder.

~~Item~~In May 2023, the Company 9.issued ~~Changes~~1,136,364 inshares ~~and~~of ~~Disagreements~~Common Stock to Nahla Jacobs according to the service agreement signed with ~~Accountants~~Nahla onJacobs ~~Accounting~~and Nahla Saleh Jacobs Trust and ~~Financial~~Orbits ~~Disclosure~~Acquisition Group LLC. The share price was $0.22 per share and the total value was $250,000.

~~None~~Also in May 2023, the Company issued 550,000 shares of Common Stock pursuant to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share for a total of $121,000.

~~Item~~In November 2024, the ~~9A.~~Company ~~Controls~~issued ~~and~~396,000 ~~Procedures~~shares of Common Stock for a cashless warrant exercise.

~~Disclosure~~In December 2024, the ~~Controls~~Company ~~and~~issued ~~Procedures~~3,300,000 shares of Common Stock in exchange for 165,000 shares of Series B Preferred Stock.

~~We maintain~~As ~~“disclosure~~of ~~controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange~~December ~~Act~~31, ~~that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded~~2024, ~~processed, summarized and reported within~~ the ~~time~~Company ~~periods~~had ~~specified in SEC rules and forms~~31, ~~and that such information is accumulated and communicated to our management~~106,234 ~~including~~shares ~~our~~of ~~CEO,~~Common toStock ~~allow~~issued ~~timely decisions regarding required disclosure. In designing~~ and evaluating these disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectiveoutstanding.

As of December 31, 2023, an evaluation was conducted under the supervision and with the participation of our management, including our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, such officers have concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and formsWarrants

~~Management’s~~In ~~Report~~November 2023, onthe ~~Disclosure~~Company ~~Controls~~issued 550,000 warrants to purchase shares of Common Stock to the Holders of Promissory Notes as additional consideration for the loans (see NOTE 7). Pursuant to the underlying loan agreements, the warrant holders could purchase shares of Common Stock at the price of $0.07 per share. The total value of the warrants was $87,970 and ~~Procedures~~the warrants were to expire on the maturity dates of the promissory notes.

~~Our~~On ~~management~~November ~~is responsible for establishing and maintaining adequate internal control over financial reporting for our Company~~1, ~~as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation~~2024, ~~with the participation of our CEO~~550,000 ofwarrants ~~the~~were ~~effectiveness~~given ofup ~~our internal control over financial reporting as of December 31, 2023, based on the criteria set forth~~ in ~~the~~a ~~2013~~cashless ~~Internal~~exercise ~~Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that there was no change~~ in ~~our~~exchange ~~internal~~for ~~control over financial reporting during the fiscal year period ended December 31~~396,000 ~~2023~~shares ~~that~~of ~~has materially~~Common ~~affected, or is reasonably likely to materially affect, our internal control over financial reporting~~Stock.

~~This report~~As ~~does not include an attestation report~~ of ~~our~~December ~~independent~~31, ~~registered public accounting firm regarding our internal control over~~2024 ~~financial~~there ~~reporting.~~were ~~Management’s~~no ~~report~~warrants ~~was~~issued ~~not~~or ~~subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report~~outstanding.

35NOTE 9. Income Taxes

~~Changes~~The Company inhad a net operating loss carryforward for tax purposes ~~Internal~~totaling ~~Control~~$1,910,013 ~~over~~and ~~Financial~~$805,138, respectively, ~~Reporting~~at December 31, 2024 and 2023.

~~There have~~According ~~not~~to ~~been~~current notax ~~change~~laws, ~~in our internal control over financial reporting (as defined in Rules 13a-15(f) under~~ the ~~Exchange~~losses ~~Act) that occurred~~can ~~during~~be ~~the~~carried ~~quarter~~forward ~~ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting~~indefinitely.

~~Inherent~~The components ~~Limitations~~of onthe ~~Effectiveness~~Company’s deferred tax asset and reconciliation of ~~Controls~~income taxes computed at the statutory rate of 21% to the income tax amount recorded as of December 31, 2024 and 2023 are as follows:

~~Our management,~~ Schedule including our principal executive officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of aDeferred ~~control~~Tax ~~system~~Asset ~~must reflect the fact that there are resource constraints,~~ and ~~the~~Reconciliation ~~benefits~~ of ~~controls~~Income ~~must be considered relative to their costs.~~Taxes

Through the use of our controls and procedures, we strive to reduce, but cannot eliminate, the risk of errors, fraud, or non-compliance. This inherent limitation is known and must be considered in evaluating the effectiveness of any control system. Controls can be circumvented by individual acts, collusion among individuals, or management override of the controls. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

	December 31, 2024			December 31, 2023
Net operating loss carryforward	$	(1,910,013	)	$	(805,138	)
Effective tax rate		21	%		21	%
Deferred tax asset		401,103			167,079
Less: Valuation allowance		(401,103	)		(167,079	)
Net deferred asset	$	-		$	-

~~Item 9B~~NOTE 10. ~~Other~~Subsequent ~~Information~~Events

~~Insider~~The ~~Trading~~Company follows the guidance in ~~Arrangements~~FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and ~~Related~~determined ~~Disclosure~~that the following subsequent events occurred.

~~During~~On January 5, 2025, the ~~three~~Company ~~months~~amended ~~ended~~its ~~December~~Amended ~~31,~~and ~~2023,~~Restated ~~none~~Certificate of ~~our~~Incorporation ~~directors~~of orthe ~~officers~~Company ~~adopted~~to orcreate ~~terminated~~ a new series of Preferred Stock entitled “~~Rule~~Series ~~10b5-1~~E ~~trading~~Convertible ~~arrangement~~Preferred Stock” or (“~~non-Rule~~Series ~~10b5-1~~E ~~trading~~Preferred ~~arrangement,~~Stock”). asThe ~~each~~Series ~~term~~E Preferred Stock is ~~defined~~convertible inat ~~Item~~any ~~408(a)~~time into shares of ~~Regulation~~Common SStock at the rate of 500 shares of Common Stock for each share of Series E Preferred Stock. The Series E Preferred Stock votes on an as-Kconverted basis, i.e. each share of Series E Preferred Stock is entitled to 500 votes on all matters submitted to a vote of stockholders;

~~Item~~Effective ~~9C.~~January ~~Disclosure~~17, ~~Regarding~~2025, ~~Foreign~~the ~~Jurisdictions~~Company ~~that~~further ~~Prevent~~amended ~~Inspections~~its Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000; and

~~Not~~Effective February 25, 2025 the Company ~~applicable~~amended its Certificate of Designation for the Series C Convertible Preferred Stock to allow each share of Series C Preferred Stock to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate twenty (20) votes per share of Series C Preferred Stock.

~~PART III~~37

Item 10 9. ~~Directors,~~Changes ~~Executive~~in ~~Officers~~and Disagreements with Accountants on Accounting and ~~Corporate~~Financial ~~Governance~~Disclosure

~~The~~Effective ~~table~~June ~~below~~18, ~~lists~~2024, ~~all~~the ~~current~~Company ~~officers~~dismissed ~~and~~Kreit ~~directors~~& ofChiu ~~the~~CPA ~~Company~~LLP as(“Kreit of& Chiu”) as the ~~date~~Company’s ofindependent ~~this~~registered public ~~report~~accounting firm. ~~All~~Also ~~officers~~on ~~serve~~June at18, ~~the~~2024, ~~discretion of~~following the ~~Board~~dismissal of ~~Directors.~~Kreit ~~The~~& ~~term~~Chiu, ofthe ~~office~~Company, ofwith ~~each~~the approval of ~~our~~its ~~directors~~Audit Committee, ~~expire~~appointed atMAC ~~our~~Accounting ~~next~~Group ~~Annual~~& ~~Meeting~~CPAs, ofLLP ~~Shareholders~~(“MAC”) oras ~~until~~its ~~their successors~~independent ~~are~~registered ~~duly~~public ~~elected~~accounting ~~and qualified~~firm.

Name	Age	Position
Carlos X. Montoya	65	Director, President
Brad Hoffman	53	Director
Steve Aust	65	Director
Ken Park	57	Director

The reports of Kreit & Chiu on the Company’s financial statements for the completed fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

~~Carlos~~During ~~X. Montoya,~~ the ~~former~~Company’s ~~President~~completed ~~and~~fiscal ~~CEO~~years ofended ~~Republic~~December ~~Bank of Chicago (current assets: $2.2B)~~31, is2023 ~~the~~and ~~Founder~~2022 and ~~Managing~~the ~~Member of~~subsequent ~~Tall~~interim ~~Ship~~period ~~Resource~~through ~~Development~~the ~~LLC~~date ~~and~~of ~~its~~Kreit & ~~affiliate,~~Chiu’s ~~Tall Ship Partners Fund~~dismissal, ~~LLC~~there ~~(www.tallshippartnersfund.com)~~were ~~each~~no isdisagreements ~~engaged in~~between the ~~development~~Company ~~of U.S.~~ and ~~global~~Kreit ~~markets,~~& ~~product~~Chiu &on ~~service~~any ~~enhancements,~~matter ~~and~~of ~~expanded~~accounting ~~asset~~principles or ~~circulation~~practices, ~~opportunities~~financial ~~for~~statement ~~the Orebits~~disclosure, ~~Digital~~or ~~Asset.~~auditing ~~Mr.~~scope ~~Montoya~~or ~~also~~procedure, ~~serves~~which asdisagreements, ~~the~~if ~~manager~~not ~~and~~resolved ~~founder~~to the satisfaction of ~~MCM~~Kreit ~~Advisors,~~& ~~LLC~~Chiu, awould ~~Bank~~have ~~and~~caused ~~Financial~~Kreit ~~Service-Bureau~~& ~~platform specializing~~Chiu into ~~institutional~~make ~~level~~reference ~~Banking,~~to ~~Capital~~the ~~and~~subject ~~Strategic~~matter ~~Advisory~~of ~~services.~~the ~~MCM~~disagreements isin ~~recognized~~connection ~~for~~with its ~~achieving~~audit ~~several~~reports ~~marketplace firsts~~on inthe ~~establishing~~Company’s anfinancial ~~institutional-level~~statements. ~~Financial~~During ~~Ecosystem~~the ~~for~~Company’s ~~the~~fiscal ~~Orebits~~years ~~Digital~~ended ~~Asset~~December 31, ~~incorporating~~2023 aand ~~highly-secure Distributed~~2022 ~~Ledger~~and ~~Platform~~the ~~with~~subsequent ~~Global~~interim ~~Custody~~period &through ~~Treasury~~the ~~Management~~date ~~Services~~of ~~enabled~~dismissal, bythere awere ~~blockchain~~no ~~interface~~“reportable ~~for~~events” ~~institutional~~(as ~~level~~defined ~~transaction capture,~~in ~~monitoring~~Item ~~and~~304(a)(1)(v) of ~~reporting~~Regulation S-K).

~~Brad~~During ~~Hoffman~~the ~~has~~Company’s ~~spent~~completed ~~over~~fiscal 30 years inended December 31, 2023 and 2022 and the ~~business~~subsequent ~~finance~~interim ~~world.~~period Hethrough ~~has~~the ~~worked~~date of appointment of MAC, neither the Company nor anyone on behalf of the Company consulted with ~~many~~MAC ~~distinguished~~regarding (a) the application of accounting principles ~~companies,~~to ~~such~~a asspecified ~~HH&A~~transaction, ~~IHRS,~~either ~~Dubrow~~completed ~~Kavanaugh~~or ~~Capital~~proposed, ~~Ashford~~or ~~Capital,~~the ~~Galen~~type ~~Capital~~of ~~Corp.,~~audit ~~and~~opinion ~~Drawbridge~~that ~~Special~~might ~~Opportunities~~be rendered on the Company’s financial ~~and~~statements ~~Assets~~as ~~Fund.~~to ~~With~~which ~~his~~the ~~knowledge~~Company ~~and~~received ~~history~~a ofwritten ~~creating~~report ~~and~~or ~~executing~~oral ~~transactions~~advice ~~for~~that ~~technology,~~was ~~healthcare,~~an ~~entertainment,~~important ~~and~~factor in reaching a decision on any ~~energy~~accounting, ~~industries~~auditing ~~and~~or ~~business~~financial ~~finance/management~~reporting ~~degrees~~issue; ~~from~~or ~~UCLA~~(b) ~~and~~any ~~Pepperdine~~matter ~~University,~~that ~~Mr.~~was ~~Hoffman~~the ~~represents~~subject anof ~~invaluable~~a ~~asset~~disagreement or a reportable event as defined toin ~~I-ON’s~~Items ~~Board~~304(a)(1)(iv) and (v), respectively, of Regulation S-K.

36Item 9A. Controls and Procedures

~~Steve~~Disclosure ~~Aust~~Controls ~~has two decades of experience in venture capital~~ and energy solutions. He has raised over $100 million in venture capital for a variety of businesses across multiple industries, including Video Home Shopping Network, Vision Quest, and 2Extreme Sports – taking them public through successful IPOs. Since 2011, Mr. Aust has also served as President of VRDT Corporation. Mr. Aust is a graduate of Southern Oregon University. With his experience in direct sales, M&A, marketing, and technology strategy, Mr. Aust is a multi-faceted addition to I-ON’s Board.Procedures

~~Ken Park~~We ~~has~~maintain a“disclosure controls ~~25-year~~and ~~track record of delivering digital strategies to major consumer brands~~procedures, ~~such~~” as ~~Adobe,~~defined ~~Atlantic~~in ~~Records,~~Rules ~~Grey~~13a-15(e) ~~Healthcare,~~ and ~~the~~15d-15(e) ~~NHL,~~under ~~among~~the ~~many~~Exchange ~~others.~~Act, Hethat ~~founded~~are ~~two~~designed ~~action~~to ~~sports~~ensure ~~companies~~that ~~in his early~~information ~~twenties~~required ~~and~~to ~~earned~~be ~~acclaim~~disclosed asby aus ~~world-ranked~~in ~~professional~~reports ~~skateboarder,~~that ~~traveling~~we ~~the~~file ~~world~~or ~~for~~submit under the ~~sport~~Exchange inAct ~~the~~is ~~late~~recorded, ~~80s~~processed, summarized and ~~early~~reported ~~90s.~~within Hethe ~~also~~time ~~launched~~periods ~~HyperCD®,~~specified ain ~~patented~~SEC ~~technology~~rules ~~that~~and ~~delivered encrypted~~forms, HDand ~~video~~that ~~streaming~~such ~~over~~information ~~low-speed~~is ~~internet connections~~accumulated ~~before~~and ~~the~~communicated ~~proliferation~~to ofour ~~broadband.~~management, including Inour ~~addition~~CEO, to ~~his~~allow ~~success~~timely ~~with~~decisions ~~Oktane~~regarding ~~Media,~~required Mrdisclosure. ~~Park~~In ~~led~~designing ~~marketing~~ and ~~helped~~evaluating ~~launch the~~these ~~world’s~~disclosure ~~first~~controls ~~gold digitization company~~and procedures, ~~Orebits,~~management ~~LLC.~~recognizes ~~Mr.~~that ~~Park~~any ~~was~~controls ~~featured~~and ~~alongside Guy Kawasaki~~procedures, ~~Christos~~no ~~Cotsakos,~~matter ~~and Anita~~how ~~Roddick~~well indesigned ~~“Entrepreneurial~~and ~~Marketing:~~operated, ~~Real~~can ~~Stories~~provide &only ~~Survival Strategies”. Mr. Park earned his degree at San Diego~~reasonable ~~State~~assurance ~~University~~of ~~and~~achieving ~~remains~~the andesired ~~authoritative~~control ~~voice in today’s marketing technology industry~~objective.

~~Code~~As of December 31, 2024, an evaluation was conducted under the supervision and with the participation of ~~Ethics~~our management, including our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, we have concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company is in the process of strengthening its disclosure controls and procedures.

~~As part~~Management’s ofReport our system of corporate governance, the Company adopted a Code of Business Conduct and Ethics (the “Code”) for directors and executive officers of the Company. This Code is intended to focus each director and executive officer on ~~areas~~Internal ~~of ethical risk, provide~~Control ~~guidance~~Over to directors and executive officer to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director and executive officer must comply with the letter and spirit of this Code. We intend to disclose any changes in or waivers from our Code of Business Conduct and Ethics and our Code of Ethics for Financial ~~Executives by filing a Form 8-K or by posting such information on our website.~~Reporting

~~Item~~Our 11management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as defined in Rule 13a-15(f) of the Exchange Act. ~~Executive~~Our ~~Compensation~~management conducted an evaluation, with the participation of our CEO, of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria set forth in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2024 due to the following identified material weaknesses:

~~The following~~- ~~tables~~Our ~~list~~control ~~the~~environment ~~compensation~~is inadequate. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company’s ~~principal~~lacks ~~executive~~policies ~~officers~~that ~~and~~require ~~board~~formal ~~members~~written approval for ~~the~~related ~~years~~party ~~ended~~transactions. ~~December 31,~~- ~~2023~~The Company has inadequate control activities or formal accounting policies and ~~2022~~procedures. ~~The~~Specifically, ~~following~~the ~~information~~Company ~~includes~~lacks ~~the~~segregation ~~dollar~~of ~~value~~duties or adequate levels of ~~base~~supervision ~~salaries~~and review, ~~bonus~~there ~~awards,~~is ~~the~~a ~~number~~lack of ~~non-qualified~~information ~~Company Options~~technology ~~granted~~controls, and ~~certain~~there ~~other~~are ~~compensation,~~limited ifaccounting ~~any,~~resources ~~whether~~with ~~paid~~the appropriate knowledge of U.S. generally accepted accounting principles or ~~deferred~~SEC experience to ensure the financial reporting is free from material misstatements.

Name and Principal Position	Year	Salary ($)		Option Awards		All Other Comp. ($)		Total ($)
Carlos X. Montoya,	2023		-		-		-		-
Director; President (1)			-		-		-		-
Rod Smith, Corporate Secretary (2)	2023		-		-		-		-
Secretary (1)(5)	2023		-		-		-		-
Brad Hoffman,	2023		-		-		-		-
Director (4)			-		-		-		-
Steve Aust,	2023		-		-		-		-
Director (4)			-		-		-		-
Ken Park,	2023		-		-		-		-
Director (4)			-		-		-		-
Jae Cheol Oh, Chairman, Chief Executive Officer, Chief Financial Officer (2)	2023		-		-		-	$	-
	2022	$	88,166		-		-	$	88,166
Hong Rae Kim, Director (2)	2023		-		-		-	$	-
	2022	$	90,001		-		-	$	90,001
Jae Ho Cho,	2023		-		-		-	$	-
Director (2)	2022	$	104,157		-		-	$	104,157
Eugene Hong,	2023		-		-		-		-
Director (3)	2022		-		-		-		-
Jean Koh,	2023		-		-		-		-
Director (3)	2022		-		-		-		-
Charlie Baik,	2023		-		-		-	$	-
Director (3)	2022	$	5,242		-		-	$	5,242

This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

~~(1) Appointed February 1, 2023.~~38

~~(2)~~Changes ~~Appointed~~in ~~January~~Internal ~~25,~~Control ~~2018,~~over ~~resigned~~Financial ~~February 1, 2023.~~Reporting

There has been no change in our internal control over financial reporting (3as defined in Rules 13a-15(f) under the Exchange Act) that occurred ~~Appointed~~during ~~August~~the 10year ended December 31, ~~2018~~2024 that have materially affected, ~~resigned~~or ~~February~~are 1reasonably likely to materially affect, ~~2023~~our internal control over financial reporting.

~~(4)~~Inherent ~~Appointed~~Limitations ~~May~~on ~~12,~~Effectiveness ~~2023~~of Controls

~~(5)~~Our ~~Resigned~~management, ~~June~~including 22our principal executive officer, ~~2023~~does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

37Through the use of our controls and procedures, we strive to reduce, but cannot eliminate, the risk of errors, fraud, or non-compliance. This inherent limitation is known and must be considered in evaluating the effectiveness of any control system. Controls can be circumvented by individual acts, collusion among individuals, or management override of the controls. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

~~Compensation~~Item of9B. ~~Directors~~Other Information

~~None~~Insider Trading ofArrangements ~~the~~and ~~Directors~~Related ~~or Officers listed in the Summary Compensation Table received compensation in 2023.~~Disclosure

~~Option~~During ~~Grants~~the ~~Table~~year ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~There were~~Item no9C. ~~individual~~Disclosure ~~grants~~Regarding ofForeign ~~stock~~Jurisdictions ~~options~~that toPrevent ~~purchase our common stock made to the executive officers named in the Summary Compensation Table through to date.~~Inspections

~~Aggregated Option~~Not ~~Exercises and Fiscal Year-End Option Value Table~~applicable.

~~There were~~PART ~~no stock options exercised during periods ending December 31, 2023 and December 31, 2022 by the executive officer named in the Summary Compensation Table.~~III

~~Long-Term~~Item ~~Incentive~~10. ~~Plan~~Directors, ~~(“LTIP”)~~Executive ~~Awards~~Officers ~~Table~~and Corporate Governance

~~There~~The table below ~~were~~lists noall ~~awards~~current ~~made~~officers toand adirectors ~~named~~of ~~executive~~the ~~officer~~Company inas of the ~~last~~date ~~completed~~of ~~fiscal~~this ~~year~~report. ~~under~~All ~~any~~officers ~~LTIP~~serve at the discretion of the Board of Directors. The term of office of each of our directors expire at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Compensation Arrangements with Executive Management

Name	Age	Position

Carlos X. Montoya	66	Chairman, CEO, President

Brad Hoffman	53	Director, Chairman of the Audit Committee, IT Committee Member

Steve Aust	66	Director, Audit Committee Member

Ken Park	57	Chief Marketing Officer, Director, Audit Committee Member, Chairman of the IT Committee

~~There~~Carlos X. Montoyais our CEO, President ~~were~~and noChairman ~~compensation~~of ~~contracts~~the ~~for~~Board, ~~any~~positions he has held since 2023. Mr. Montoya is the former President and CEO of Republic Bank of Chicago, is the ~~executives~~Founder and Managing Member of Tall Ship Resource Development LLC and its affiliate, Tall Ship Partners Fund, LLC. Each is engaged in the ~~Company~~development atof U.S. and global markets, product & service enhancements, and expanded asset circulation opportunities for the ION.au ~~end~~Gold-backed Digital Asset. Mr. Montoya also serves as the manager and founder of ~~December~~MCM 31Advisors, ~~2023~~LLC, a Bank and Financial Service-Bureau platform specializing in institutional level Banking, Capital and Strategic Advisory services. MCM is recognized for achieving several marketplace firsts in establishing an institutional-level Financial Ecosystem for the Orebits Digital Asset, incorporating a highly-secure distributed ledger platform with global custody and treasury management services enabled by a blockchain interface for institutional level transaction capture, monitoring and reporting.

~~Item~~Brad Hoffman is a director on our 12Board, a position he has held since 2023. ~~Security~~Mr. ~~Ownership~~Hoffman has spent over 30 years in the business finance world. He has worked with many distinguished companies, such as HH&A, IHRS, Dubrow Kavanaugh Capital, Ashford Capital, Galen Capital Corp., and Drawbridge Special Opportunities and Assets Fund, with his knowledge and history of ~~Certain~~creating ~~Beneficial~~and ~~Owners~~executing transactions for technology, healthcare, entertainment, and ~~Management~~energy industries. He holds business finance/management degrees from UCLA and ~~Related~~Pepperdine ~~Stockholder~~University, Mr. ~~Matters~~Hoffman represents an invaluable asset to I-ON’s Board.

The following tables set forth, as of the date of this Annual Report, the beneficial ownership of Common Stock for: (1) each director currently serving on our Board of Directors; (2) each of our named executive officers; (3) our directors and executive officers as a group; and (3) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock. As of May 15, 2024, there were 27,410,234 shares of Common Stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.39

38Steve Aust is a director on our Board, a position he has held since 2023. Mr. Aust has two decades of experience in venture capital and energy solutions. He has raised over $100 million in venture capital for a variety of businesses across multiple industries, including Video Home Shopping Network, Vision Quest, and 2Extreme Sports – taking them public through successful IPOs. Since 2011, Mr. Aust has also served as President of VRDT Corporation. Mr. Aust is a graduate of Southern Oregon University. With his experience in direct sales, M&A, marketing, and technology strategy, Mr. Aust is a multi-faceted addition to I-ON’s Board.

Shareholder (1)	Beneficial Ownership		Percent of Class (2)
Carlos X. Montoya		—		*	%
Rod Smith		—		*	%
Officers and Directors as a Group (3 persons)		—		*	%
CEDE & Co.		15.87			%
Progressive Media Group, Inc		7.30			%
FX Group Inc.		7.30			%

Ken Park is our Chief Marketing Officer (“CMO”) and a director. He became a director in 2023 and our CMO in 2024. Mr. Park has a 25-year track record of delivering digital strategies to major consumer brands, such as Adobe, Atlantic Records, Grey Healthcare, and the NHL, among many others. He founded two action sports companies in his early twenties and earned acclaim as a world-ranked professional skateboarder, traveling the world for the sport in the late 80s and early 90s. He also launched HyperCD^®, a patented technology that delivered encrypted, HD video streaming over low-speed internet connections before the proliferation of broadband. In addition to his success with Oktane Media, Mr. Park led marketing and helped launch the world’s first gold digitization company, Orebits, LLC. Mr. Park was featured alongside Guy Kawasaki, Christos Cotsakos, and Anita Roddick in “Entrepreneurial Marketing: Real Stories & Survival Strategies”. Mr. Park earned his degree at San Diego State University and remains an authoritative voice in today’s marketing technology industry.

~~(1) The~~Code ~~address~~of ~~for all officers, directors and beneficial owners is 1244 N. Stone Street, Unit #3, Chicago, Illinois 60610.~~Ethics

~~(2) Does~~As ~~not~~part ~~include~~of ~~the~~our 37system of corporate governance,~~550,000~~ ~~shares~~the Company adopted a Code of ~~Common~~Business ~~Stock~~Conduct ~~underlying~~and Ethics (the ~~conversion~~“Code”) offor ~~3,755~~directors ~~shares~~and executive officers of the ~~Series~~Company. AThis ~~Convertible~~Code ~~Preferred~~is ~~Stock~~intended to focus each director and executive officer on areas of ethical risk, provide guidance to directors ~~par~~and ~~value~~executive ~~$0.0001~~officer ~~per~~to ~~share~~help ~~which~~them isrecognize ~~convertible~~and ~~into~~deal ~~Common~~with ~~Stock~~ethical atissues, ~~the~~provide ~~rate~~mechanisms ofto ~~ten~~report ~~thousand~~unethical ~~(10~~conduct,~~000)~~ ~~per~~and ~~share,~~help ~~held~~foster a byculture Mrof honesty and accountability. ~~Montoya, over~~Each ~~which~~director Mrand executive officer must comply with the letter and spirit of this Code. ~~Montoya~~We ~~holds~~intend to ~~voting~~disclose any changes in or waivers from our Code of Business Conduct and ~~dispositive~~Ethics ~~control~~and our Code of Ethics for Financial Executives by filing a Form 8-K or by posting such information on our website.

~~Securities Authorized~~Board ~~for~~Governance ~~Issuance~~and ~~under~~Committee ~~Equity Compensation Plans~~Composition

~~The~~Mr. Montoya serves as our ~~Company~~Chairman ~~does~~of ~~not~~the ~~have~~Board ~~any~~and ~~securities~~CEO. ~~authorized~~Our ~~for~~Board ~~issuance~~of ~~under~~Directors anhas ~~equity~~determined ~~compensation~~that ~~plan~~all ~~nor~~of ~~does~~the itmembers ~~have~~of anour ~~equity~~Board ~~compensation~~of Directors other than Mr. ~~plan~~Montoya and Mr. Ken Park, Chief Marketing Officer, are “independent” under the definition of “Independent Director” contained in ~~place~~Nasdaq Rule 5605.

~~Changes~~Our Board of Directors has inan ~~Control~~Audit Committee but does not have a Nominating Committee or Compensation Committee. The Audit Committee does not have a charter and does not have an Audit Committee Financial Expert. We do not have a Compensation Committee because no director or executive officer receives compensation for their service to the Company. We do not maintain a Nominating and Corporate Governance Committee primarily given the size the Board and its ability to manage the functions of nominating and adding members to the Board as needed.

~~The Company~~Our isBoard ~~not~~met ~~aware~~13 oftimes ~~any~~in 2024 ~~arrangements,~~and ~~including~~the byAudit ~~pledge~~Committee bymet ~~any~~one ~~person~~time ofin ~~securities~~2024. None of the ~~Company,~~directors ofattended ~~any~~less ~~operation~~than ~~which~~75% ~~may at~~of athose ~~subsequent~~meetings ~~date result~~ in ~~a change in control of~~ the ~~Company~~aggregate.

~~Item 13.~~Insider ~~Certain~~Trading ~~Relationships~~Policy ~~and Related Transactions, and Director Independence~~

~~Related~~The Company adopted the I-ON ~~Party~~Digital, ~~Transactions~~Inc. Insider Trading Policy (the “Trading Policy”) in April 2024, which it included as Exhibit 19.1 filed with its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. The Trading Policy applies to all directors, officers and employees of the Company and covers any and all transactions in the Company’s securities.

~~The~~Item ~~Company receives benefit derived from 3rd-party related vendor payments advanced, from time to time, on its behalf, by MCM Advisors LLC, an administrative service bureau, of which, Mr~~11. ~~Montoya,~~Executive the Company’s CEO, is the Manager and sole member. Such payments made on behalf the Company are advanced interest & fee free and are otherwise provided to ensure timely payment of Company obligations. As the Company continues to grow, and as it secures an increasing range of working capital resources, including from sustained revenues and institutional funding sources, as projected, such practice, as described above, will no longer be maintained or required.Compensation

The ~~Company~~ ~~has~~following ~~sold~~tables alist the ~~total~~compensation of ~~4,600~~the ~~Series~~Company’s Aprincipal ~~Preferred~~executive ~~shares~~officers tofor ~~I-ON~~the ~~Acquisition~~years ~~Corp~~ended ofDecember ~~which~~31, ~~Carlos~~2024 Xand 2023. ~~Montoya~~The isfollowing information includes the ~~majority~~dollar ~~shareholder, President~~value ~~and~~of ~~Chief~~base ~~Executive~~salaries, ~~Officer.~~bonus ~~The~~awards, ~~original~~the ~~purchase~~number ~~price~~of ~~paid~~non-qualified ~~was~~Company ~~$250,000~~Options ~~for~~granted ~~3,600~~and ~~Preferred~~certain Aother ~~shares~~compensation, if onany, ~~January~~whether ~~20,~~paid ~~2023~~or deferred.

The Company entered into a technology Licensing Agreement with I-ON Acquisition Corp. (“IAC”), which is controlled by Carlos Montoya, our CEO, on March 30, 2023. Under the terms and conditions of the Company’s precedent I-ON Digital – Nodalium Inc. Channel Partnership Master Agreement, the Company has formally granted I-ON Acquisition Corp. full use and access, specifically licensing up to 65 workstations, empowered by the Nodalium Enterprise Workflow/ Intelligent Automation Platform. The enterprise software platform solution features Nodalium’s Digital Trust product suite. I-ON Acquisition paid an upfront price of $110,500, or $1,700 per workstation, plus an one-time setup and registration fee of $20,000 for combined transaction amount of $130,500.

Name and Principal Position	Year	Salary ($)		Option Awards		All Other Comp. ($)		Total ($)
Carlos X. Montoya,	2024		-		-		-		-
Director; Principal Executive Officer and Principal Financial Officer, President (1)	2023		-		-		-		-

Ken Park,	2024		-		-		-		-
Director, Chief Marketing Officer (2)	2023		-		-		-		-

~~Item 14.~~(1) ~~Principal~~Appointed ~~Accountant~~February ~~Fees~~1, ~~and Services~~2023.

~~Audit~~(2) Appointed ~~and~~May ~~Non-Audit~~12, ~~Fees~~2023.

The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, in connection with the audit of our financial statements for the years ended December 31, 2023 and 2022, and any other fees billed for services rendered by our auditors during these periods.40

	Year Ended December 31, 2023 ($)		Year Ended December 31, 2022 ($)
Audit fees	$	104,690	$	$74,000
Audit-related fees		0		0
Tax fees		7,175
All other fees		0		0
Total	$	111,865	$	82,000

Pay versus Performance

~~Since our~~The ~~inception,~~Company ~~our~~is ~~Board~~not ~~of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees~~providing atany ~~least~~information ~~annually.~~on ~~The~~pay ~~Board,~~versus ~~acting~~performance asbecause ~~the~~no ~~audit~~executive ~~committee,~~officers ~~pre-approved~~received ~~all~~any ~~audit~~compensation ~~related~~in ~~services for the year ended December 31, 2023~~2024.

39Compensation of Directors

~~PART~~None of the directors IVreceived compensation in 2024.

~~Item 15.~~Option ~~Exhibits,~~Grants ~~Financial Statement Schedules~~Table

Number		Description
2.1		Agreement of Merger and Plan of Reorganization among Evans Brewing Company, Inc., I-ON Digital Corp., I-ON Acquisition Corp. and I-on Digital, Ltd. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 26, 2017, and incorporated herein by reference)
2.2		Sell-Off Agreement among Evans Brewing Company, Inc., Michael J. Rapport Trust, Evans Brewing Company, Inc. and EBC Public House, Inc. (previously filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by reference)
3.1		Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by reference)
3.2		Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on April 22, 2014, and incorporated herein by reference)
3.3		Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 23, 2015, and incorporated herein by reference)
3.4		Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by reference)
3.5		Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 3, 2019, and incorporated herein by reference)
3.6		By-laws of the Company (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by reference)
4.2		Certificate of Designation of Rights and Preferences for Series A Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 15, 2015, and incorporated herein by reference)
4.3		Convertible Note Debenture in favor of Peak One Opportunity Fund, L.P., due August 13, 2021 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference)
4.4		Common Stock Purchase Warrant of Peak One Opportunity Fund, L.P. (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference)
10.1		Securities Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference)
10.2		Equity Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference)

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table through to date.

10.3		Registration Rights Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference)
10.4		Agreement of Merger and Plan of Reorganization (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 4, 2021, and incorporated herein by reference)

Aggregated Option Exercises and Fiscal Year-End Option Value Table

40There were no stock options exercised during periods ended December 31, 2024 and December 31, 2023 by the executive officer named in the Summary Compensation Table.

10.5		Amendment No. 1 to Agreement and Plan of Merger and Reorganization (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021, and incorporated herein by reference)
10.6		Amendment No. 2 to Agreement and Plan of Merger and Reorganization (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021, and incorporated herein by reference)
10.6		Series A Preferred Securities Purchase Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
10.7		Series B Preferred Securities Contribution Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
10.8		Promissory Note dated September 28, 2012 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
10.9		Stock Pledge and Escrow Agreement dated September 28, 2022 (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
10.10		Equity Transfer Agreement among I-ON Digital Corp., I-On Communications Co., Ltd. and JFJ Digital Corp. (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
14.1		Code of Business Conduct and Ethics (previously filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed on September 27, 2017, and incorporated herein by reference)
19.1		Insider Trading Policy
21.1		List of Subsidiaries*
31.1		Certification of Chief Executive as required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended*
32.1		Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Long-Term Incentive Plan (“LTIP”) Awards Table

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Schema Document*
101.CAL		Inline XBRL Calculation Linkbase Document*
101.DEF		Inline XBRL Definition Linkbase Document*
101.LAB		Inline XBRL Label Linkbase Document*
101.PRE		Inline XBRL Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

* FurnishedCompensation ~~herewith.~~Arrangements with Executive Management

**There were no compensation ~~Filed~~contracts ~~herewith~~for any of the executives of the Company at the end of December 31, 2024.

Item 1612. ~~Form~~Security ~~10-K~~Ownership ~~Summary~~of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~None~~The following tables set forth, as of the date of this Annual Report, the beneficial ownership of Common Stock for: (1) each director currently serving on our Board of Directors; (2) each of our named executive officers; (3) our directors and executive officers as a group; and (3) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock. As of March 25, 2025, there were 31,106,234 shares of Common Stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

SIGNATURES

Name and Address of Beneficial Owner (1)	Title of Class	Amount and Nature of Beneficial Ownership (2)			Percent of Class (3)			Percent of Voting Power (4)
Officers and Directors
Carlos X. Montoya	Common Stock		59,319,660	(5)		65.60	%		59.30	%
Ken Park	Common Stock		1,000,000			3.2	%		1.00	%
Directors and Officers as a Group, 2 persons (5)	Common Stock		60,319,660	(5)		66.71	%		60.30	%
Principal Stockholders
Orebits Acquisition Group (6)	Common Stock		11,949,660			27.75	%		11.95	%
I-ON Digital Acquisition Corp (7)	Common Stock		9,820,000			23.99	%		9.82	%
Rod Smith (8)	Common Stock		3,660,000			10.53	%		3.66	%
MC-ALX Corp. NFP (9)	Common Stock		2,544,840			8.18	%		2.54	%
Progressive Media Group, Inc (10)	Common Stock		2,000,000			6.43	%		2.00	%
FX Group Inc. (11)	Common Stock		2,000,000			6.43	%		2.00	%

~~Pursuant to the requirements of Section 13 or 15~~(d1) ofThe ~~the~~address ~~Securities~~for ~~Exchange~~all ~~Act of 1934~~officers, ~~the~~directors ~~Registrant~~and beneficial ~~has~~owners ~~duly~~is ~~caused~~1244 ~~this~~N. ~~report~~Stone toStreet, beUnit ~~signed on~~#3, ~~its~~Chicago, ~~behalf~~Illinois ~~by the undersigned~~60610, ~~thereunto~~unless ~~duly~~otherwise ~~authorized~~noted.

~~Dated:~~(2) The nature of the beneficial ownership is ~~June~~direct 6,unless ~~2024~~otherwise noted.

I(3) Where the class of shares held are convertible, the percentages represent the as-ONconverted ~~DIGITAL~~number ~~CORP.~~of ~~By:~~shares ~~/s/~~of ~~Carlos~~common X.stock ~~Montoya~~as ~~Name:~~a ~~Carlos~~percentage X.of ~~Montoya~~that ~~Title:~~number ~~Chairman,~~of ~~President~~shares ~~and~~plus the ~~Director~~number ~~(Principal~~of ~~Executive,~~shares ~~Financial~~of ~~and~~common ~~Accounting~~stock ~~Officer)~~held as of the date specified.

42(4) Where the class of shares held are convertible, the percentage of voting power represents the voting power held by those shares on a post-conversion basis relative to the voting power associated with the shares of common stock outstanding as of the date specified combined with the voting power held by such shares as converted.

~~POWER~~(5) Amount includes 37,550,000 and 9,820,000 OFshares ~~ATTORNEY~~of Common Stock underlying the conversion of 3,755 and 982 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share, held by Mr. Montoya and I-ON Digital Acquisition Corp., respectively, over which Mr. Montoya holds voting and dispositive control. Amount also includes 11,949,660 shares of Common Stock underlying the conversion of 597,483 shares of Series C Preferred Stock which is convertible into Common Stock at a rate of twenty (20) per share, held by Orebits Acquisition Group, which Mr. Montoya holds voting and dispositive control.

~~KNOW ALL~~(6) ~~PERSONS~~Amount BYincludes ~~THESE PRESENTS~~11, ~~that each person whose signature appears below hereby constitutes and appoints~~949,660 ~~jointly and severally,~~shares ~~Carlos X. Montoya, as his attorney-in-fact, each with full power~~ of ~~substitution~~Common ~~and~~Stock ~~resubstitution,~~underlying ~~for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file~~ the ~~same,~~conversion ~~with~~of ~~exhibits thereto and other documents in connection therewith~~597,483 ~~with~~shares ~~the~~of ~~Securities~~Series ~~and~~C ~~Exchange~~Preferred ~~Commission,~~Stock ~~granting~~which ~~unto~~is ~~said~~convertible ~~attorneys-in-fact~~into ~~full~~Common ~~power~~Stock ~~and~~at ~~authority~~a ~~to do~~rate ~~and~~of ~~perform~~twenty ~~each~~(20) ~~and~~per ~~every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person~~share, ~~hereby~~held ~~ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done~~ by ~~virtue~~Orebits ~~hereof~~Acquisition Group.

Signature	Title	Date
/s/ Carlos X. Montoya	Chief Executive Officer	June 6, 2024
Carlos X. Montoya
/s/ Brad Hoffman	Director	June 6, 2024
Brad Hoffman
/s/ Steve Aust	Director	June 6, 2024
Steve Aust
/s/ Ken Park	Director	June 6, 2024
Ken Park

(7) Amount includes 9,820,000 shares of Common Stock underlying the conversion of 982 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share, held by I-ON Digital Acquisition Corp.

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