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What changed in Onfolio Holdings, Inc's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Onfolio Holdings, Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+358 added−265 removedSource: 10-K (2025-04-16) vs 10-K (2024-04-01)

Top changes in Onfolio Holdings, Inc's 2024 10-K

358 paragraphs added · 265 removed · 203 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

58 edited+23 added−8 removed65 unchanged
Biggest changeWe give a lot of autonomy to our individual managers, supporting them where necessary, but otherwise allowing them the freedom to grow the online businesses in line with their goals and responsibilities. 6 Table of Contents Our Online Businesses Our Company is structured as follows: We own and/or manage the following 20 online businesses: RevenueZen.com - Own In January 2024, we acquired RevenueZen.com, an online service provider that works with B2B brands to grow their organic and referral traffic.
Biggest changeRevenueZen.com - Own In January 2024, we acquired RevenueZen.com, an online service provider that works with B2B brands to grow their organic and referral traffic. ReveueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing.
Before we acquire any online business that deals with physical products, we research reviews of the products online to see if there is a large number of complaints. We also look at the refund rate, and if dealing with a manufacturer on somewhere such as Alibaba, we also look at that manufacturer’s reviews.
Before we acquire any online business that deals with physical products, we research reviews of the products online to see if there is a large number of complaints. We look at the refund rate, and if dealing with a manufacturer on somewhere such as Alibaba, we also look at that manufacturer’s reviews.
This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.
This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.
This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.
This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.
We require the manufacturer provide a 3rd party Certificate of Analysis (COA) of the products, which we then replicate with an independent 3rd party laboratory. Before we acquire service businesses, such as those offering SEO or digital marketing services, we research and evaluate the company's reputation and client feedback across various platforms to gauge overall customer satisfaction.
We require the manufacturer provide a 3rd party Certificate of Analysis (COA) of the products, which we then replicate with an independent 3rd party laboratory. Before we acquire service businesses, such as those offering SEO or digital marketing services, we research and evaluate the company's reputation and acquire feedback across various platforms to gauge overall customer satisfaction.
Company Overview We acquire controlling interests in and actively manage small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place.
We acquire controlling interests in and actively manage small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place.
For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Asubtlerevelry.com – Manage/Own In January 2020, we began to manage Asubtlerevelry.com. Asubtlerevelry.com covers topics ranging from hosting a house party, to bachelorette party ideas, to recipes, to crafts.
For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Asubtlerevelry.com – Manage/Own In January 2020, we began to manage Asubtlerevelry.com. Asubtlerevelry.com covers topics ranging from hosting a house party, to bachelorette party ideas, to recipes, to crafts.
For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Wowfreestuff.co.uk – Manage/Own In April 2020, we began to manage Wowfreestuff.com.
For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Wowfreestuff.co.uk – Manage/Own In April 2020, we began to manage Wowfreestuff.com.
For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Woofwhiskers.com – Manage/Own In June 2020, we began to manage Woofwhiskers.com.
For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000. Woofwhiskers.com – Manage/Own In June 2020, we began to manage Woofwhiskers.com.
Our business model is not based around success in a particular “niche”, but rather focusing on certain verticals and mediums where online marketing has a key part to play (either as a means of growth for the businesses themselves, or as the service the businesses provide). Market Opportunity We acquire controlling interests in and actively manage small online businesses.
Our business model is not based around success in a particular “niche”, but rather focusing on certain verticals and mediums where online marketing has a key part to play (either as a means of growth for the businesses themselves, or as the service the businesses provide). 4 Table of Contents Market Opportunity We acquire controlling interests in and actively manage small online businesses.
Dealpipe earns monthly retainers, plus a success fee based on a percentage of the successful acquisition price, creating a lucrative business model. Our Company holds a 100% ownership stake in DealPipe.io 8 Table of Contents Fishkeepingworld.com – Manage/Own In January 2020, we began to manage Fishkeepingworld.com. Fishkeepingworld.com is a publishing website in the ornamental fish and aquarium space.
Dealpipe earns monthly retainers, plus a success fee based on a percentage of the successful acquisition price, creating a lucrative business model. Our Company holds a 100% ownership stake in DealPipe.io Fishkeepingworld.com – Manage/Own In January 2020, we began to manage Fishkeepingworld.com. Fishkeepingworld.com is a publishing website in the ornamental fish and aquarium space.
We believe in this industry the principle competitive factors are: · volume and popularity of deals; · pricing of deals and relative discount; and · exclusivity of deals. Intellectual Property We regard some aspects of our internal operations, software, and documentation as proprietary, and rely primarily on a combination of contract and trade secret laws to protect our proprietary information.
We believe in this industry the principle competitive factors are: · volume and popularity of deals; · pricing of deals and relative discount; and · exclusivity of deals. 12 Table of Contents Intellectual Property We regard some aspects of our internal operations, software, and documentation as proprietary, and rely primarily on a combination of contract and trade secret laws to protect our proprietary information.
We use similar practices to conduct spot checks on the services we provide once acquired, using client retention and feedback to gauge customer satisfaction with the services provided. Management Strategy Our management strategy involves a combination of sharing resources across online businesses, and employing dedicated managers of individual online businesses.
We use similar practices to conduct spot checks on the services we provide once acquired, using client retention and feedback to gauge customer satisfaction with the services provided. 6 Table of Contents Management Strategy Our management strategy involves a combination of sharing resources across online businesses, and employing dedicated managers of individual online businesses.
We are currently not a party to any material legal proceedings. Employees Our company, including all its subsidiaries, has 10 full-time employees and 2 part-time employee. It also utilizes 33 full time contractors in connection with its business operations. Corporate History and Information Onfolio Holdings Inc. was incorporated under the laws of the State of Delaware on July 20, 2020.
We are currently not a party to any material legal proceedings. Employees Our company, including all its subsidiaries, has 29 full-time employees and 2 part-time employee. It also utilizes 21 full-time contractors in connection with its business operations. Corporate History and Information Onfolio Holdings Inc. was incorporated under the laws of the State of Delaware on July 20, 2020.
We cannot guarantee that these protections will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. 12 Table of Contents We do not believe our software products or other proprietary rights infringe on the property rights of third parties.
We cannot guarantee that these protections will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. We do not believe our software products or other proprietary rights infringe on the property rights of third parties.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. Our Company holds a 100% ownership stake in Allthingsdogs.com. DealPipe.io In November 2023, we launched DealPipe, a service for sourcing "off-market" acquisition targets.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. Our Company holds a 100% ownership stake in Allthingsdogs.com. 8 Table of Contents DealPipe.io - Own In November 2023, we launched DealPipe, a service for sourcing "off-market" acquisition targets.
Wowfreestuff.com has a large audience of hundreds of thousands of people in the UK who want to be notified when companies do freebies and giveaways. Many of these companies pay a commission to the site for helping promote their freebies.
Wowfreestuff.com has a large audience of hundreds of thousands of people in the UK who want to be notified when companies do freebies and giveaways. Many of these companies pay a commission to the site to help promote their freebies.
In November 2023, we shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.
In November 2023, the Company shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.
We desire to be among the best resourced and most experience buyers in this acquisition sector. 4 Table of Contents Competitive Strengths We believe that the following competitive strengths contribute to our success and distinguish us from our competitors: · our senior management team has approximately 50 years of combined experience in Internet connected businesses.
We desire to be among the best resourced and most experience buyers in this acquisition sector. Competitive Strengths We believe that the following competitive strengths contribute to our success and distinguish us from our competitors: · our senior management team has approximately 40 years of combined experience in Internet connected businesses.
We operate in a wider industry with competence in multiple models; · we believe our disciplined approach to our target market provides opportunities to methodically purchase attractive online businesses at values that are accretive to our shareholders; · we believe our management team’s strong relationships with industry executives, accountants, attorneys, business brokers, commercial and investment bankers, and other potential sources of acquisition opportunities offer us substantial opportunities to assess small online businesses available for acquisition; · we believe our financial structure allows us to acquire online businesses efficiently with little or no third-party financing contingencies and, following acquisition, to provide our subsidiaries with access to growth capital, without being dependent on third-party transaction financing; · it has been our experience that our ability to acquire online businesses without the cumbersome delays and conditions typical of third-party transactional financing is appealing to sellers of online businesses who are interested in confidentiality and certainty to close; · we believe that as a public company, we will become a preferred buyer of these online businesses, due to the above factors being added to the integrity that a public company brings; and · we believe that private company operators looking to sell their online businesses may consider us an attractive purchaser because of our ability to provide ongoing strategic and financial support for their website.
We operate in a wider industry with competence in multiple models; · we believe our disciplined approach to our target market provides opportunities to methodically purchase attractive online businesses at values that are accretive to our shareholders; · we believe our management team’s strong relationships with industry executives, accountants, attorneys, business brokers, commercial and investment bankers, and other potential sources of acquisition opportunities offer us substantial opportunities to assess small online businesses available for acquisition; · we believe our financial structure allows us to acquire online businesses efficiently with little or no third-party financing contingencies and, following acquisition, to provide our subsidiaries with access to growth capital, without being dependent on third-party transaction financing; · it has been our experience that our ability to acquire online businesses without the cumbersome delays and conditions typical of third-party transactional financing is appealing to sellers of online businesses who are interested in confidentiality and certainty to close; · we believe that as a public company, we will become a preferred buyer of these online businesses, due to the above factors being added to the integrity that a public company brings; and · we believe that private company operators looking to sell their online businesses may consider us an attractive purchaser because of our ability to provide ongoing strategic and financial support for their website. 5 Table of Contents Strategy In seeking to maximize shareholder value, we focus on finding online businesses with under-utilized marketing assets, strong growth, and areas of operational improvements.
Competition We experience competition at both the acquisition company level and individual portfolio company level. There is an increased level of acquisition activity in the online businesses space from both new entrants and existing companies. We may compete for acquisitions with companies such as InterActiveCorp, FuturePLC, WeCommerce Holdings, Emerge Commerce, Red Ventures and Tiny to name a few.
There is an increased level of acquisition activity in the online businesses space from both new entrants and existing companies. We may compete for acquisitions with companies such as InterActiveCorp, FuturePLC, WeCommerce Holdings, Emerge Commerce, Red Ventures and Tiny to name a few.
Preventdirectaccess.com/Passwordprotectwp.com - Own In October 2022, we acquired Preventdirectaccess.com/Passwordprotectwp.com, which provide a suite of optimization, customization, privacy and security products and services for WordPress websites, with the core offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.
Preventdirectaccess.com/Passwordprotectwp.com – Divested December 2024 In October 2022, we acquired Preventdirectaccess.com/Passwordprotectwp.com, which provides a suite of optimization, customization, privacy and security products and services for WordPress websites, with the core offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.
These periodic reports and other information are available on the website of the Securities and Exchange Commission referred to above. 15 Table of Contents Our internet website address is www.onfolio.com We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
Our internet website address is www.onfolio.com We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. These online businesses earn revenue from display advertising and from affiliate commissions. Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com and Perfectdogbreeds.com.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. The website earns revenue from display advertising. Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com and Perfectdogbreeds.com.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. The website earns revenue from display advertising.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue. These online businesses earn revenue from display advertising and from affiliate commissions.
The address of the website is www.sec.gov .We file periodic reports under the Securities Exchange Act of 1934, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission.
The address of the website is www.sec.gov .We file periodic reports under the Securities Exchange Act of 1934, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available on the website of the Securities and Exchange Commission referred to above.
These products are not intended to diagnose, treat or cure any health conditions.” We are also subject to laws, rules and regulations governing the marketing and advertising activities of our various online businesses conducted by or through telephone, email, mobile digital devices and the Internet, including the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, the CAN-SPAM act and similar state laws, rules and regulations, as well as local laws, rules and regulations and relevant agency guidelines governing background screening.
These products are not intended to diagnose, treat or cure any health conditions.” We are also subject to laws, rules and regulations governing the marketing and advertising activities of our various online businesses conducted by or through telephone, email, mobile digital devices and the Internet, including the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, the CAN-SPAM act and similar state laws, rules and regulations, as well as local laws, rules and regulations and relevant agency guidelines governing background screening. 14 Table of Contents Further, all of our websites could be subject to the Americans with Disabilities Act (the “ADA”) The ADA does not explicitly address online compliance.
Because we receive, store and use a substantial amount of information received from or generated by our users and subscribers, we are also impacted by laws and regulations governing privacy, the storage, sharing, use, processing, disclosure and protection of personal data and data security, primarily in the case of our operations in the United States and the European Union and the handling of personal data of users located in the United States and the European Union.
Any future adverse changes to Section 230 could result in additional compliance costs for us and/or exposure for additional liabilities. 13 Table of Contents Because we receive, store and use a substantial amount of information received from or generated by our users and subscribers, we are also impacted by laws and regulations governing privacy, the storage, sharing, use, processing, disclosure and protection of personal data and data security, primarily in the case of our operations in the United States and the European Union and the handling of personal data of users located in the United States and the European Union.
We plan to acquire businesses with an income focus, and our target is to acquire businesses generating income of 20% to 30% internal rate of return, although there can be no guarantee that we will find such businesses and achieve this target.
We use a series of quantitative, qualitative, financial, and legal criteria by which we evaluate each potential acquisition. We plan to acquire businesses with an income focus, and our target is to acquire businesses generating income of 20% to 30% internal rate of return, although there can be no guarantee that we will find such businesses and achieve this target.
In this industry we believe the primary competitive factors are: · deep knowledge of industry and audience base; · communication of benefits; · quality of development; and · customer satisfaction. SEOButler may compete with other link building agencies, such as Loganix, SirLinksALot, LinkBuilder, Fat Joe, and Outreach Monks.
In this industry we believe the primary competitive factors are: · quality of product; · communication of benefits; · price of course; and · positive and recent third-party reviews. SEOButler may compete with other link building agencies, such as Loganix, SirLinksALot, LinkBuilder, Fat Joe, and Outreach Monks.
For Contentellect, the main competitors include Fat Joe, Outreach Monks, Brand Featured and Writing Studio. In this industry, we believe the principle competitive factors are: · quality of deliverables; · quality of service and communication; · scalability; and · customer satisfaction.
In this industry, we believe the principle competitive factors are: · client sales pipeline generation; · quality of methodology and execution; · experienced, high output strategists; and · customer satisfaction. For Contentellect, the main competitors include Fat Joe, Outreach Monks, Brand Featured and Writing Studio.
Mightydeals.com is a vendor of design bundles and deals for freelance designers, agencies, hobbyists and solopreneurs. The online business works with creators of design templates, fonts, software, and training (the vendors) and offers their works at steep discounts. It then shares the revenue with the vendors. Our Company holds a 100% ownership stake in Mighty Deals LLC, which owns Mightydeals.com.
Mightydeals.com – Own In January 2021, we acquired Mightydeals.com and its related domain names. Mightydeals.com is a vendor of design bundles and deals for freelance designers, agencies, hobbyists and solopreneurs. The online business works with creators of design templates, fonts, software, and training (the vendors) and offers their works at steep discounts. It then shares the revenue with the vendors.
The European Union is also considering an update to its Privacy and Electronic Communications Directive to impose stricter rules regarding the use of cookies. 13 Table of Contents In addition, in October 2015, the European Court of Justice (“ECJ”) invalidated the U.S.-EU Safe Harbor framework that had been in place since 2000 for the transfer of personal data from the European Economic Area (the “EEA”) to the U.S., and on July 16, 2020, the ECJ invalidated the EU-U.S.
In addition, in October 2015, the European Court of Justice (“ECJ”) invalidated the U.S.-EU Safe Harbor framework that had been in place since 2000 for the transfer of personal data from the European Economic Area (the “EEA”) to the U.S., and on July 16, 2020, the ECJ invalidated the EU-U.S.
Perfectdogbreeds.com – Manage/Own In October 2020, we began to manage Perfectdogbreeds.com. Perfectdogbreeds.com is a guide to owning all the different breeds of dogs in existence. Similar to Allthingsdogs.com (which focuses on care guides), Perfectdogbreeds.com earns money from display advertising, and its high traffic volume makes this is a lucrative monetization option.
Similar to Allthingsdogs.com (which focuses on care guides), Perfectdogbreeds.com earns money from display advertising, and its high traffic volume makes this is a lucrative monetization option.
We believe that attractive opportunities to make such acquisitions will continue to present themselves as a result of the abundance of selling founders with a limited skillset or narrow focus. This provides us with an opportunity for optimization and growth in the average small online businesses that is for sale.
We are experienced in digital marketing and believe the key to growing online businesses is the leverage of audiences. We believe that attractive opportunities to make such acquisitions will continue to present themselves as a result of the abundance of selling founders with a limited skillset or narrow focus.
Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com and Perfectdogbreeds.com. 9 Table of Contents Craftwhack.com – Manage/Own In May 2020, we began to manage Craftwhack.com. Craftwhack.com is a website with free content teaching people how to perform certain arts and crafts. It earns revenue from affiliate commissions and display advertising.
Craftwhack.com – Manage/Own In May 2020, we began to manage Craftwhack.com. Craftwhack.com is a website with free content teaching people how to perform certain arts and crafts. It earns revenue from affiliate commissions and display advertising.
Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications Commission to commence a rulemaking to further limit Section 230. Any future adverse changes to Section 230 could result in additional compliance costs for us and/or exposure for additional liabilities.
Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications Commission to commence a rulemaking to further limit Section 230.
The GDPR will continue to be interpreted by European Union data protection regulators, which may require us to make changes to our business practices and could generate additional risks and liabilities.
The GDPR will continue to be interpreted by European Union data protection regulators, which may require us to make changes to our business practices and could generate additional risks and liabilities. The European Union is also considering an update to its Privacy and Electronic Communications Directive to impose stricter rules regarding the use of cookies.
Among the factors considered are: (1) the business track record of revenue and earnings; (2) the type of business; (3) the experience and skill of the active management team of the business; (4) our assessment of the longevity and staying power of the underlying business; and (5) the potential for revenue growth and capital appreciation. 5 Table of Contents As we grow our team, we may not be able to find, vet, and acquire businesses at the speed required for short term financial performance.
Among the factors considered are: (1) the business track record of revenue and earnings; (2) the type of business; (3) the experience and skill of the active management team of the business; (4) our assessment of the longevity and staying power of the underlying business; and (5) the potential for revenue growth and capital appreciation.
With no specific coverage under the law, it usually falls to the courts to determine how ADA standards apply to websites—or whether they do at all. 14 Table of Contents Lastly, as a company based in the U.S. with foreign offices in various jurisdictions worldwide, we are subject to a variety of foreign laws governing the foreign operations of our various online businesses, as well as U.S. laws that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.
Lastly, as a company based in the U.S. with foreign offices in various jurisdictions worldwide, we are subject to a variety of foreign laws governing the foreign operations of our various online businesses, as well as U.S. laws that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.
Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries.
Item 1. Business . Company Overview Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses. Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries.
Acquisition Strategy Our strategy to grow our business involves the acquisition of online businesses that we expect to both complement existing verticals, existing online businesses, and allow us to add new verticals. We are experienced in digital marketing and believe the key to growing online businesses is the leverage of audiences.
We then accelerate what is working and fix what is not. Acquisition Strategy Our strategy to grow our business involves the acquisition of online businesses that we expect to both complement existing verticals, existing online businesses, and allow us to add new verticals.
Proofread Anywhere may compete with other courses in the freelancing space, such Knowadays, The Proofreading Business Coach, Bookkeeper Launch, and Virtual Savvy, among others.
In this industry, we believe the principle competitive factors are: · quality of deliverables; · quality of service and communication; · scalability; and · customer satisfaction. Proofread Anywhere may compete with other courses in the freelancing space, such Knowadays, The Proofreading Business Coach, Bookkeeper Launch, and Virtual Savvy, among others.
During the year ended December 31, 2023, the Company recognized a goodwill impairment loss of $2,061,763 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $420,532 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $3,062,579 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.
During the year ended December 31, 2023, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment of $5,016,765 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.
At the portfolio level, RevenueZen may compete with other agencies offering similar digital marketing services such as Skale, SaaSpirin, and SimpleTiger, amongst others. In this industry, we believe the principle competitive factors are: · client sales pipeline generation; · quality of methodology and execution; · experienced, high output strategists; and · customer satisfaction.
In this industry, we believe the principal competitive factors are: · patient lead generation for dentists; · quality of SEO and marketing strategies; · experienced dental SEO experts; and · customer satisfaction from dentists. 11 Table of Contents For RevenueZen may compete with other agencies offering similar digital marketing services such as Skale, SaaSpirin, and SimpleTiger, amongst others.
Our website address is located at https://www.onfolio.com . The information contained on our website is not incorporated by reference into this Report on Form 10-K, and you should not consider any information contained on, or that can be accessed through, our website as part of this Report on Form 10-K or in deciding whether to purchase our securities.
The information contained on our website is not incorporated by reference into this Report on Form 10-K, and you should not consider any information contained on, or that can be accessed through, our website as part of this Report on Form 10-K or in deciding whether to purchase our securities. 15 Table of Contents Where You Can Find Additional Information The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.
Customers of these websites utilize these online businesses’ security plugins that allow bloggers, creators, agencies, and SMBs to protect their digital assets, products, and content. Our Company holds a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com. Mightydeals.com – Own In January 2021, we acquired Mightydeals.com and its related domain names.
Customers of these websites utilize these online businesses’ security plugins that allow bloggers, creators, agencies, and SMBs to protect their digital assets, products, and content. Our Company held a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com (“WPFolio LLC”) until the sale of the business operations for $780,000 in an all-cash transaction.
We benefit from our management team’s ability to identify diverse acquisition opportunities in a variety of industries. In addition, we rely upon our management team’s experience and expertise in researching and valuing prospective target online businesses, as well as negotiating the ultimate acquisition of such target website.
In addition, we rely upon our management team’s experience and expertise in researching and valuing prospective target online businesses, as well as negotiating the ultimate acquisition of such target website. We believe there are opportunities to acquire “distressed”, albeit profitable, online businesses, or where the sellers have not optimized the business to the fullest.
Getmerankings.com is one of our two online businesses in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale. Onfolio will likely make use of these services too. Everythingreptiles.com – Manage In August 2021, we began to manage Everythingreptiles.com. Everythingreptiles.com is a content website in the pet reptiles space.
Getmerankings.com is one of our two online businesses in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale.
The information ranges from how to care for a certain breed, to the best types of dog food, to training tips. As well as advertising revenue, the website earns money from affiliate commissions and sales of its own ebooks and informational products.
As well as advertising revenue, the website earns money from I’ve affiliate commissions and sales of its own ebooks and informational products.
Our Company receives a profit share of 50% of growth of profits, plus a management fee of $500 per month for managing this website. 10 Table of Contents 2023 Divestitures and Impairments In January 2023, we shut down the business operations of Digitallyapproved.com, which offered a newsletter on social media marketing, and a Pinterest management agency.
Onfolio will likely make use of these services too. 10 Table of Contents 2023 and 2024 Divestitures and Impairments In January 2023, the Company shut down the business operations of Digitallyapproved.com, which offered a newsletter on social media marketing, and a Pinterest management agency.
Through the acquisition and growth of a diversified group of online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses.
Through the acquisition and growth of a diversified group of online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Our long-term goal is to build a world-class holding company that acquires, operates, and scales profitable online businesses.
We rely on our team’s ability to evaluate potential acquisitions. Further, we believe our Company can find acquisition opportunities where the seller has not fully optimized their business. We have grown businesses where digital marketing is the leverage point, and our experience and multi-channel skillset allows us to add a lot of value to existing efforts.
We have grown businesses where digital marketing is the leverage point, and our experience and multi-channel skillset allows us to add a lot of value to existing efforts. This may give us the opportunity to continue to grow the majority of our acquisitions organically.
Vital-Reaction.com – Own In December 2020, we acquired Vital-Reaction.com. Vital-Reaction.com is a supplements online business providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products. The online business operates out of Boulder, Colorado, and ships across the U.S. and internationally. Products are sourced from within the US, Japan, and China.
Our Company holds a 100% ownership stake in Mighty Deals LLC, which owns Mightydeals.com. Vital-Reaction.com – Own In December 2020, we acquired Vital-Reaction.com. Vital-Reaction.com is an online supplements business providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products.
Our Company holds an 88% ownership stake in RevenueZen, while RevenueZen founders received a 12% roll-over equity interest and will serve in leadership roles in the Onfolio-owned RevenueZen team. Contentellect.com -Own In January 2023, we acquired Contentellect.com. Contentellect helps small-and medium-sized businesses scale their content with blog writing, link building, and more.
Contentellect.com -Own In January 2023, we acquired Contentellect.com. Contentellect helps small-and medium-sized businesses scale their content with blog writing, link building, and more.
We believe there are opportunities to acquire “distressed”, albeit profitable, online businesses, or where the sellers have not optimized the business to the fullest. The opportunity (both short and long term) is our ability to find online businesses where there are leverage points and growth opportunities that the current owners have not fully utilized.
The opportunity (both short and long term) is our ability to find online businesses where there are leverage points and growth opportunities that the current owners have not fully utilized. Historically, there have been ample of these for sale within our target price zone, which provides us with numerous opportunities to buy high quality business at reasonable prices.
Customers range from retail customers to U.S. clinicians and doctors who resell or refer customers. Our Company holds a 100% ownership stake in Vital Reaction LLC, which owns Vital-Reaction.com. Allthingsdogs.com – Own In December 2020, we acquired Allthingsdogs.com. Allthingsdogs.com is a publishing website in the pet dog vertical. It publishes informational articles related to every breed of dog.
The online business operates out of Boulder, Colorado, and ships across the U.S. and internationally. Products are sourced from within the US, Japan, and China. Customers range from retail customers to U.S. clinicians and doctors who resell or refer customers. Our Company holds a 100% ownership stake in Vital Reaction LLC, which owns Vital-Reaction.com.
ReveueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing. RevenueZen enjoys a strong reputation in its field, specializing in working with startups, healthcare, professional services, renewable energy, and financial services businesses, among others.
RevenueZen enjoys a strong reputation in its field, specializing in working with startups, healthcare, professional services, renewable energy, and financial services businesses, among others. Our Company holds an 88% ownership stake in RevenueZen, while RevenueZen founders received a 12% roll-over equity interest and will serve in leadership roles in the Onfolio-owned RevenueZen team.
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Strategy In seeking to maximize shareholder value, we focus on finding online businesses with under-utilized marketing assets, strong growth, and areas of operational improvements. We then accelerate what is working and fix what is not.
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We aim to do this through operational excellence, smart capital deployment, strong leadership and infrastructure, and the maintenance of an innovator and small business owner’s mindset.
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Historically, there have been ample of these for sale within our target price zone, which provides us with numerous opportunities to buy high quality business at reasonable prices. We use a series of quantitative, qualitative, financial, and legal criteria by which we evaluate each potential acquisition.
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This provides us with an opportunity for optimization and growth in the average small online businesses that is for sale. We benefit from our management team’s ability to identify diverse acquisition opportunities in a variety of industries.
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This may give us us the opportunity to continue to grow the majority of our acquisitions organically.
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Additionally, as our portfolio has grown, we are becoming more strategic with our acquisition targets and seek acquisitions where 1+1=3. This means that such an acquisition would either fill a gap in our organizational chart, allow an existing portfolio company to grow, or enable one or more of our existing portfolio companies grow the target company.
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It earns revenues from display advertising. Our Company receives 20% of net profits of this website plus a management fee of $833 per month for managing this website. Familyfoodgarden.com – Manage In July 2019, we began to manage Familyfoodgarden.com. Familyfoodgarden.com offers content related to gardening, growing one’s own vegetables, and recipes.
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We currently consider the following types of business models to be ideal 1+1=3 acquisitions for our existing portfolio: a.) Online courses that have overlap with our existing course portfolio and their audiences; and b.) Online services that have service and client overlap with our existing agency portfolio.
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The website has a small but engaged audience, who at times will also purchase informational products from the site. The site earns most of its revenue from display advertising.
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Over time, we expect the definition of an ideal 1+1=3 acquisition to evolve and widen as our portfolio grows and our surface area for strategic acquisitions expands.
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In this industry we believe the primary competitive factors are: · quality of product; · communication of benefits; · price of course; and · positive and recent third-party reviews. 11 Table of Contents For WPFolio, the main competitors are other Wordpress plugin businesses such as Stellar WP, Awesome Motive, WPMUDEV, WP Web, and Plugin Hive.
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We typically acquire ownership in our businesses utilizing one or more of the following: cash, debt, shares of our Series A Preferred stock, rollover interest or joint venture with one of our Onfolio Agency SPV vehicles that utilizes its own cash to acquire a portion of the acquired business.
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Further, all of our websites could be subject to the Americans with Disabilities Act (the “ADA”) The ADA does not explicitly address online compliance.
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Our Company, through our subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“OA SPV”), and Onfolio Agency SPV 2, LLC (“OA SPV 2”), collectively referred to as “OA SPVs”.
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Where You Can Find Additional Information The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.
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Our Company does not hold any equity interest in the OA SPVs, but will receive 10% of any cash distributions paid by OA SPV, and 20% of any cash distributions paid by OA SPV 2, to its members, when declared, as the management fee.
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As we grow our team, we may not be able to find, vet, and acquire businesses at the speed required for short term financial performance. We rely on our team’s ability to evaluate potential acquisitions. Further, we believe our Company can find acquisition opportunities where the seller has not fully optimized their business.
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We set clear objectives for our businesses in collaboration with individual managers, and then entrust them with the autonomy to execute strategic decisions within these established parameters. We support them where necessary, but otherwise empower these subject matter experts with the operational freedom to grow the online businesses in line with their responsibilities and our shared objectives.
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Our Online Businesses Our Company is structured as follows: We own and/or manage the following 20 online businesses: Eastern Standard - Own In October 2024, we acquired Eastern Standard, a premier digital agency specializing in brand strategy, website development, and digital marketing.
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Eastern Standard provides tailored solutions across various industries, helping clients enhance their online presence through strategic branding, search engine optimization (SEO), and user-focused design.
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Our Company holds a 53% ownership stake in Eastern Standard, while the OA SPVs maintain a 37% equity interest, and the Eastern Standard founders maintain a 10% roll-over equity interest and continue to serve in leadership roles on the Eastern Standard team.
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DDSrank.com - Own In June 2024, we acquired DDS Rank, an online service provider that works with dental professionals to grow their online presence and patient base. DDS Rank offers digital marketing services such as search-engine optimization, paid advertising, and web design.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with GAAP compliance.
Biggest changeFor example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with GAAP compliance,the design and maintenance of effective internal controls over the accounting for impairment of goodwill and intangible assets and purchase accounting was ineffective, and the design and maintenance of controls over the accounting for website design and implementation and website management revenues was ineffective.
In the event of any liquidation, dissolution or winding up of our Company, the proceeds shall be paid as follows: (i) first, pay the purchase price plus accrued dividends, on each share of series A preferred; and (ii) next, the balance of any proceeds shall be distributed pro rata to holders of common stock or other junior securities.
In the event of any liquidation, dissolution or winding up of our Company, the proceeds shall be paid as follows: (i) first, pay the purchase price plus accrued dividends, on each share of series A preferred; and (ii) next, the balance of any proceeds shall be distributed pro rata to holders of common stock or other junior securities.
Concerns over inflation, energy costs, geopolitical issues, the U.S. mortgage market and unstable real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years.
Concerns over inflation, tariffs, energy costs, geopolitical issues, the U.S. mortgage market and unstable real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years.
Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “ Risk Factors ” section and elsewhere in this Report on Form 10-K, are: · sale of our common stock by our stockholders, executives, and directors; · volatility and limitations in trading volumes of our shares of common stock; · our ability to obtain financing; · the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our business’ industries; · our ability to attract new customers; · changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our stockholders; · our cash position; · announcements and events surrounding financing efforts, including debt and equity securities; · our inability to enter into new markets or develop new products; · reputational issues; · announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors; · changes in general economic, political and market conditions in or any of the regions in which we conduct our business; · changes in industry conditions or perceptions; · analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; · departures and additions of key personnel; · disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations; · changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and · other events or factors, many of which may be out of our control.
Some factors that may cause the market price of our securities to fluctuate, in addition to the other risks mentioned in this “ Risk Factors ” section and elsewhere in this Report on Form 10-K, are: · sale of our common stock by our stockholders, executives, and directors; · volatility and limitations in trading volumes of our shares of securities; · our ability to obtain financing; · the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our business’ industries; · our ability to attract new customers; · changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of securities by our stockholders; · our cash position; 33 Table of Contents · announcements and events surrounding financing efforts, including debt and equity securities; · our inability to enter into new markets or develop new products; · reputational issues; · announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors; · changes in general economic, political and market conditions in or any of the regions in which we conduct our business; · changes in industry conditions or perceptions; · analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; · departures and additions of key personnel; · disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations; · changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and · other events or factors, many of which may be out of our control.
If we acquire such a business, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: · costs and difficulties inherent in managing cross-border business operations; · rules and regulations regarding currency redemption; · complex corporate withholding taxes on individuals; · laws governing the manner in which future partnering transactions may be effected; · tariffs and trade barriers; · regulations related to customs and import/export matters; · local or regional economic policies and market conditions; · unexpected changes in regulatory requirements; · challenges in managing and staffing international operations; · longer payment cycles; · tax issues, such as tax law changes and variations in tax laws as compared to the United States; · currency fluctuations and exchange controls; · rates of inflation; · challenges in collecting accounts receivable; · cultural and language differences; · employment regulations; · underdeveloped or unpredictable legal or regulatory systems; · corruption; 26 Table of Contents · protection of intellectual property; · social unrest, crime, strikes, riots and civil disturbances; · regime changes and political upheaval; · terrorist attacks and wars; and · deterioration of political relations with the United States.
If we acquire such a business, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: · costs and difficulties inherent in managing cross-border business operations; · rules and regulations regarding currency redemption; · complex corporate withholding taxes on individuals; · laws governing the manner in which future partnering transactions may be effected; · tariffs and trade barriers; · regulations related to customs and import/export matters; · local or regional economic policies and market conditions; · unexpected changes in regulatory requirements; · challenges in managing and staffing international operations; · longer payment cycles; · tax issues, such as tax law changes and variations in tax laws as compared to the United States; · currency fluctuations and exchange controls; · rates of inflation; · challenges in collecting accounts receivable; · cultural and language differences; · employment regulations; · underdeveloped or unpredictable legal or regulatory systems; · corruption; · protection of intellectual property; · social unrest, crime, strikes, riots and civil disturbances; · regime changes and political upheaval; · terrorist attacks and wars; and · deterioration of political relations with the United States.
Additionally, rising inflation could cause our product, marketing, and labor costs to rise beyond an acceptable level to us or cause us to increase our prices to a level not accepted by consumers. Any of these factors could negatively impact our financial condition or results of operations.
Additionally, tariffs and rising inflation could cause our product, marketing, and labor costs to rise beyond an acceptable level to us or cause us to increase our prices to a level not accepted by consumers. Any of these factors could negatively impact our financial condition or results of operations.
Among other things, subject to the rights of holders of any series of preferred stock, our certificate of incorporation and bylaws: · empower our Board to fix the number of directors of our Company solely by resolution; · do not allow for cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; 39 Table of Contents · empower our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; · provide that special meetings of our stockholders may only be called by the Board or the chair of the Board (except that stockholders may also call special meetings of our stockholders so long as such stockholders beneficially owns at least 25% of the voting power of the outstanding shares of our stock); · establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders; · provide our Board the ability to authorize undesignated preferred stock.
Among other things, subject to the rights of holders of any series of preferred stock, our certificate of incorporation and bylaws: · empower our Board to fix the number of directors of our Company solely by resolution; · do not allow for cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; · empower our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; · provide that special meetings of our stockholders may only be called by the Board or the chair of the Board (except that stockholders may also call special meetings of our stockholders so long as such stockholders beneficially owns at least 25% of the voting power of the outstanding shares of our stock); · establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders; · provide our Board the ability to authorize undesignated preferred stock.
As described in Note 3 of our accompanying audited financial statements, our auditors have issued a going concern opinion on our December 31, 2023 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.
As described in Note 3 of our accompanying audited financial statements, our auditors have issued a going concern opinion on our December 31, 2024 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
So, even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
Any third-party company changes to their email privacy/deliverability rules could negatively impact the website’s ability to email its audience, which in turn could negatively impact the website’s revenue generation. 20 Table of Contents Woofwhiskers.com · · Google Traffic Changes . Currently a significant portion of web traffic to Woofwhiskers.com is derived from its high rankings in Google search.
Any third-party company changes to their email privacy/deliverability rules could negatively impact the website’s ability to email its audience, which in turn could negatively impact the website’s revenue generation. 21 Table of Contents Woofwhiskers.com · Google Traffic Changes . Currently a significant portion of web traffic to Woofwhiskers.com is derived from its high rankings in Google search.
In the event the owner of the website becomes dissatisfied with our management services or no longer considers the cost of our management services fee to have sufficient value, the website could terminate our management contract, which would negatively impact our Company’s revenue. 21 Table of Contents Outreachmama.com – Managed Property · SEO Services Industry Growth .
In the event the owner of the website becomes dissatisfied with our management services or no longer considers the cost of our management services fee to have sufficient value, the website could terminate our management contract, which would negatively impact our Company’s revenue. 22 Table of Contents Outreachmama.com – Managed Property · SEO Services Industry Growth .
Technology developments may reduce the demand for human-led digital marketing services, reducing the need to engage marketing agencies, which could in turn negatively impact the Company’s revenue. Mightydeals.com · Further changes to email privacy laws . A large part of our Mightydeals.com business generation comes from its approximate one million member email list.
Technology developments may reduce the demand for human-led digital marketing services, reducing the need to engage marketing agencies, which could in turn negatively impact the Company’s revenue. 19 Table of Contents Mightydeals.com · Further changes to email privacy laws . A large part of our Mightydeals.com business generation comes from its approximate one million member email list.
Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees and other agents.
These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. 42 Table of Contents Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees and other agents.
If future acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process and this could adversely affect our results of operations. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
If future acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process and this could adversely affect our results of operations. 24 Table of Contents Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. 25 Table of Contents The officers and directors of a target business may resign upon completion of our acquisition. The loss of a target business’ key personnel could negatively impact the operations and profitability of the target business post-acquisition.
As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. The officers and directors of a target business may resign upon completion of our acquisition. The loss of a target business’ key personnel could negatively impact the operations and profitability of the target business post-acquisition.
We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any intellectual property rights we hold. We could be harmed by improper disclosure or loss of sensitive or confidential data.
We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any intellectual property rights we hold. 29 Table of Contents We could be harmed by improper disclosure or loss of sensitive or confidential data.
The significant concentration of stock ownership may negatively impact the value of our common stock due to potential investors’ perception that conflicts of interest may exist or arise. Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
The significant concentration of stock ownership may negatively impact the value of our common stock due to potential investors’ perception that conflicts of interest may exist or arise. 41 Table of Contents Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Except as otherwise described in this Report on Form 10-K, we will not be restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock.
Except as otherwise described in this Report on Form 10-K, we will not be restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock, or series A preferred stock.
To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.
To raise capital, we may sell common stock, series A preferred stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.
A large part of the growth of Craftwhack.com has come from the growth in home and DIY and crafting activities, accelerated by the pandemic. The loss of popularity of these activities could negatively impact the website’s revenue generation our Company’s revenue. · Dissatisfaction With Our services .
A large part of the growth of Craftwhack.com has come from the growth in home and DIY and crafting activities, accelerated by the previous Covid-19 pandemic. The loss of popularity of these activities could negatively impact the website’s revenue generation our Company’s revenue. · Dissatisfaction With Our services .
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore shareholders may have difficulty selling their securities. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore shareholders may have difficulty selling their securities. 43 Table of Contents FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
If we sell common stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our common stock.
If we sell common stock, series A preferred stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our existing securities.
In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of operations.
In addition, if the market for securities in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our securities could decline for reasons unrelated to our business, financial condition and results of operations.
In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Our directors and executive officers own approximately 39.0% of our outstanding common stock.
In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Our directors and executive officers own approximately 30.8% of our outstanding common stock.
Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management is required to devote substantial time to compliance matters. As a publicly traded company, we incur significant additional legal, accounting and other expenses that we did not incur as a privately company.
Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management is required to devote substantial time to compliance matters. As a publicly traded company, we incur significant additional legal, accounting and other expenses.
While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock.
While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, holders of our common stock, or otherwise adversely affect holders of our common stock and series A preferred stock.
Any event or events that could cause current investors to sell our securities could place downward pressure on the trading price of our securities and the trading price of our securities could decline, meaning that you may experience a decrease in the value of your common stock and publicly-traded warrants regardless of our operating performance or prospects. 32 Table of Contents The price of our common stock and our warrants may fluctuate substantially.
Any event or events that could cause current investors to sell our securities could place downward pressure on the trading price of our securities and the trading price of our securities could decline, meaning that you may experience a decrease in the value of your common stock and publicly-traded warrants regardless of our operating performance or prospects.
We currently have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 92,260 shares of series A preferred stock are issued and outstanding.
We currently have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 162,180 shares of series A preferred stock are issued and outstanding.
We have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 92,260 shares of series A preferred stock are issued and outstanding.
We have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 162,180 shares of series A preferred stock are issued and outstanding.
As a smaller reporting company, we would not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we would provide only two years of financial statements; and we would not need to provide the table of selected financial data.
As a smaller reporting company, we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we provide only two years of financial statements; and we do not need to provide the table of selected financial data.
Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock or other securities.
Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock, series A preferred stock or other securities.
We expect to continue to make significant operating and capital expenditures for acquisitions of online businesses, technologies, or other assets; and for marketing, working capital and general corporate purposes. As a result, we will need to generate significant revenue to achieve profitability.
We expect to continue to make significant operating and capital expenditures for acquisitions of online businesses, technologies, or other assets; and for marketing, working capital and general corporate purposes. As a result, we will need to generate significant revenue to achieve profitability. We cannot assure you that we will ever achieve profitability.
We also would have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, and also could make it more difficult for our stockholders to sell their shares.
We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our securities less attractive to potential investors, and also could make it more difficult for our stockholders to sell their securities.
In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of SEO butler.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue. 19 Table of Contents ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com · Improvements in Software and AI .
In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of SEOButler.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue. ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com · Improvements in Software and AI .
Our future success will depend upon the continued services of Dominic Wells, our Chief Executive Officer; Esbe van Heerden, our Chief Financial Officer and President; Adam Trainor, our Chief Operations Officer; and other members of our key management team and our consultants. We especially consider Mr.
Our future success will depend upon the continued services of Dominic Wells, our Chief Executive Officer; Adam Trainor, our Interim Chief Financial Officer and Chief Operations Officer; and other members of our key management team and our consultants. We especially consider Mr.
Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of our common stock and warrants, or all of them. Holders of our securities are not entitled to pre-emptive rights or other protections against dilution.
Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of some of our securities, or all of them. Holders of our securities are not entitled to pre-emptive rights or other protections against dilution.
As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock. 41 Table of Contents We will likely be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock. We are a smaller reporting company and are exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results. Item 1B. Unresolved Staff Comments. None.
These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.
To succeed, we must attract and retain customers on a cost-effective basis. We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other online businesses to provide content, advertising banners and other links that direct customers to our website, direct sales and partner sales.
We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other online businesses to provide content, advertising banners and other links that direct customers to our website, direct sales and partner sales.
As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act.
Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act.
In the event the owner of the website becomes dissatisfied with our management services or no longer considers the cost of our management services fee to have sufficient value, the website could terminate our management contract, which would negatively impact our Company’s revenue. Everythingreptiles.com – Managed Property · Google Traffic Changes .
In the event the owner of the website becomes dissatisfied with our management services or no longer considers the cost of our management services fee to have sufficient value, the website could terminate our management contract, which would negatively impact our Company’s revenue.
Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.
The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.
Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups, or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business.
These changes could lead to additional costs and increase our overall risk exposure. 32 Table of Contents Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups, or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business.
On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended and thereafter apply to list the series A preferred stock on a U.S. stock exchange or develop a public trading market for the series A preferred stock by soliciting securities brokers to become market makers of the series A preferred on an established over the counter trading market, such as the OTC Markets. 33 Table of Contents We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.
On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and thereafter apply to list the series A preferred stock on a U.S. stock exchange or develop a public trading market for the series A preferred stock by soliciting securities brokers to become market makers of the series A preferred on an established over the counter trading market, such as the OTC Markets.
If any of these events results in damage to third-party data centers or systems, we may be unable to provide our clients with our products and services until the damage is repaired and may accordingly lose clients and revenues.
If any of these events results in damage to third-party data centers or systems, we may be unable to provide our clients with our products and services until the damage is repaired and may accordingly lose clients and revenues. In addition, subject to applicable insurance coverage, we may incur substantial costs in repairing any damage.
Our business increasingly depends upon the use of sophisticated information technologies and systems, including technology and systems (cloud solutions, mobile and otherwise) utilized for communications, marketing, productivity tools, training, lead generation, records of transactions, business records (employment, accounting, tax, etc.), procurement and administrative systems.
Our ability to leverage our technology and data scale is critical to our long-term strategy. Our business increasingly depends upon the use of sophisticated information technologies and systems, including technology and systems (cloud solutions, mobile and otherwise) utilized for communications, marketing, productivity tools, training, lead generation, records of transactions, business records (employment, accounting, tax, etc.), procurement and administrative systems.
You should consider an investment in our common stock and warrants to be risky, and you should invest in our common stock and warrants only if you can withstand a significant loss and wide fluctuations in the market value of your investment.
The price of our securities may fluctuate substantially. You should consider an investment in our securities to be risky, and you should invest in our securities only if you can withstand a significant loss and wide fluctuations in the market value of your investment.
If any of these risks actually occur, our Company’s business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock and warrants could decline and investors could lose all or part of their investment. The risks described below are not the only ones that we face.
If any of these risks actually occur, our Company’s business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock, series A preferred stock and warrants could decline and investors could lose all or part of their investment.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of our Company shall be deemed to have notice of and consented to the provisions of our certificate of incorporation. 40 Table of Contents Further, if any action the subject matter of which is within the scope of the section immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce section immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Further, if any action the subject matter of which is within the scope of the section immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce section immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security, processing, transfer or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention, security, processing, transfer or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to receive, collect, store, process, transfer, and otherwise use user data or develop new services and features.
Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security, processing, transfer or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention, security, processing, transfer or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to receive, collect, store, process, transfer, and otherwise use user data or develop new services and features. 30 Table of Contents If we are found in violation of any applicable laws or regulations relating to privacy, data protection, or security, our business may be materially and adversely affected and we would likely have to change our business practices and potentially the services and features, integrations or other capabilities of our websites.
We anticipate that we will continue to incur operating losses through at least 2024. We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability.
We may continue to incur operating losses through at least 2025. 16 Table of Contents We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability.
Any or all these events could cause our customers to lose access to our services. 27 Table of Contents If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.
If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.
In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services.
In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services. Any or all these events could cause our customers to lose access to our services.
Although we continually seek to improve our countermeasures to prevent and detect such incidents, if these efforts are not successful, our business operations, and those of our customers, could be adversely affected, losses or theft of data could occur, our reputation and future sales could be harmed, governmental regulatory action or litigation could be commenced against us and our business, financial condition, operating results and cash flow could be materially adversely affected. 28 Table of Contents We may not be able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services which would harm our competitive position.
Although we continually seek to improve our countermeasures to prevent and detect such incidents, if these efforts are not successful, our business operations, and those of our customers, could be adversely affected, losses or theft of data could occur, our reputation and future sales could be harmed, governmental regulatory action or litigation could be commenced against us and our business, financial condition, operating results and cash flow could be materially adversely affected.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We also pursue the registration of our domain names, trademarks, and service marks in the United States. If we file patent applications, we cannot assure you that any of the patent applications that we file will ultimately result in an issued patent or, if issued, that they will provide sufficient protections for our technology against competitors.
If we file patent applications, we cannot assure you that any of the patent applications that we file will ultimately result in an issued patent or, if issued, that they will provide sufficient protections for our technology against competitors.
If we fail to successfully promote and maintain our brands or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.
If we fail to successfully promote and maintain our brands or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer. 23 Table of Contents The market in which our online businesses participate is competitive and, if we do not compete effectively, our operating results could be harmed.
Our actual or perceived failure to comply with such obligations could adversely affect our business. We receive, collect, store, and process certain personally identifiable information about individuals and other data relating to our customers.
We may be subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security. Our actual or perceived failure to comply with such obligations could adversely affect our business. We receive, collect, store, and process certain personally identifiable information about individuals and other data relating to our customers.
Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which could have a negative effect on the market price of our common stock.
Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which could have a negative effect on the market price of our common stock. 40 Table of Contents As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting.
Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR). 31 Table of Contents In addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right to conduct a private life.
Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).
Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock price to decline. 38 Table of Contents Potential comprehensive tax reform bills could adversely affect our business and financial condition.
Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock price to decline. Potential comprehensive tax reform bills could adversely affect our business and financial condition. The U.S. government may enact comprehensive federal income tax legislation that could include significant changes to the taxation of business entities.
If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our common stock and warrants could decline.
The trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business. If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our securities could decline.
Accordingly, we could experience a significant negative effect on our financial condition, results of operations and the price of our securities. As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. We may seek target online businesses in industries or sectors that may be outside of our management’s areas of expertise.
As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. 25 Table of Contents We may seek target online businesses in industries or sectors that may be outside of our management’s areas of expertise.
We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all our business plans.
We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all.
With the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, limit customer attrition and maintain our prices.
The market for our online businesses’ goods and services is competitive and rapidly changing, and the barriers to entry are relatively low. With the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, limit customer attrition and maintain our prices.
For instance, on July 16, 2020, the Court of Justice of the European Union (the “CJEU”) invalidated the EU-U.S. Privacy Shield Framework (the “Privacy Shield”) under which personal data could be transferred from the European Economic Area to U.S. entities who had self-certified under the Privacy Shield scheme.
Privacy Shield Framework (the “Privacy Shield”) under which personal data could be transferred from the European Economic Area to U.S. entities who had self-certified under the Privacy Shield scheme.
The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current ePrivacy Directive. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies.
While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies.
Furthermore, the techniques used to obtain unauthorized access or to sabotage systems change frequently and are often not recognized until launched against a target, and we may be unable to anticipate these techniques or to implement adequate preventative measures. 29 Table of Contents We may be subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security.
Furthermore, the techniques used to obtain unauthorized access or to sabotage systems change frequently and are often not recognized until launched against a target, and we may be unable to anticipate these techniques or to implement adequate preventative measures.
Further, in the event a court finds the exclusive forum provision contained in our warrant certificates to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations. 35 Table of Contents Market and economic conditions may negatively impact our business, financial condition and share price.
Further, in the event a court finds the exclusive forum provision contained in our warrant certificates to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations. Our series A preferred stock has not been rated.
For example, during 2023, we closed our Digitallyapproved.com and Prettyneatcreative.com online businesses. We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected. We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.
For example, during 2023, we closed our Digitallyapproved.com and Prettyneatcreative.com online businesses. We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected. Revision of previously issued consolidated financial statements.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.
We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.
The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrantholder’s ability to choose the judicial forum for disputes arising out of the warrants.
In the event that the stock price of our shares of common stock does not exceed the exercise price of the warrants during the period when the warrants are held and exercisable, the warrants may not have any value to their holders. 35 Table of Contents The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrantholder’s ability to choose the judicial forum for disputes arising out of the warrants.
In addition, subject to applicable insurance coverage, we may incur substantial costs in repairing any damage. 18 Table of Contents Political and economic factors may negatively affect our financial condition or results of operations. Some of our online businesses are eCommerce businesses that obtain physical products that are imported from China and Japan.
Political and economic factors may negatively affect our financial condition or results of operations. Some of our online businesses are eCommerce businesses that obtain physical products that are imported from China and Japan.
We intend to pursue and acquire target businesses located outside of the United States so we will be subject to a variety of additional risks that may adversely affect us.
As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. 26 Table of Contents We intend to pursue and acquire target businesses located outside of the United States so we will be subject to a variety of additional risks that may adversely affect us.
Future acquisitions may also reduce our cash available for distribution to our stockholders, including holders of our common shares, following such acquisitions. To the extent such acquisitions do not perform as expected, such risk may be particularly heightened. As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions.
Future acquisitions may also reduce our cash available for distribution to our stockholders, including holders of our common shares and series A preferred stock, following such acquisitions. To the extent such acquisitions do not perform as expected, such risk may be particularly heightened.
The EU adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies.
The EU adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. 31 Table of Contents Among other requirements, the GDPR regulates the transfer of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States.
This Report on Form 10-K does not discuss any such tax legislation or the manner in which it might affect purchasers of our common stock. We urge our stockholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.
We urge our stockholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.
We cannot assure you that we will ever achieve profitability. 16 Table of Contents Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIf our security measures are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results of operations.” 42 Table of Contents Cybersecurity Governance.
Biggest changeIf our security measures are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results of operations.” Cybersecurity Governance.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed4 unchanged
Biggest changeRecent Sales of Unregistered Securities During the period covered by this report, our Company has sold the following securities without registering the securities under the Securities Act: Date Security December 2023 Preferred Shares — 22,600 with a purchase price of $25 per share.
Biggest changeThe warrants have an exercise price of $5.50, are exercisable beginning on February 22, 2023 and expire on August 25, 2027. 46 Table of Contents Recent Sales of Unregistered Securities During the quarter ended December 31, 2024, our Company has sold the following securities without registering the securities under the Securities Act: Date Security October 2024 Series A preferred shares — 16,400 shares with a purchase price of $25 per share issued for acquisition of business.
We relied upon exemptions from registration under Section 4(a)(2) of the Securities Act and/or (i) Rule 506 of Regulation D promulgated thereunder; (ii) Regulation S promulgated thereunder, or (iii) Rule 701 promulgated thereunder since these transactions did not involve any public offering. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None.
We relied upon exemptions from registration under Section 4(a)(2) of the Securities Act and/or (i) Rule 506 of Regulation D promulgated thereunder; (ii) Regulation S promulgated thereunder, or (iii) Rule 701 promulgated thereunder since these transactions did not involve any public offering. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None. Item 6. RESERVED.
Any future determination to pay dividends will be at the discretion of our Board and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
Any future determination to pay dividends on our common stock will be at the discretion of our Board and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
Holders of Common Stock On March 27, 2024, we had approximately 67 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks.
Holders of Common Stock On April 15, 2025, we had approximately 60 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks.
Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders (1) 133,189 $ 2.52 2,429,240 Equity compensation plans not approved by security holders (2) 82,613 $ 5.50 0 Total 215,802 $ 4.26 2,429,240 1.
Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders (1) 412,250 $ 1.02 2,167,750 Equity compensation plans not approved by security holders (2) 82,613 $ 5.50 0 Total 494,863 $ 1.77 2,167,750 1.
No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. These persons were the only offerees in connection with these transactions.
June 2024 Series A preferred shares - 800 shares with a purchase price of $25 per share issued for cash proceeds of $20,000. No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. These persons were the only offerees in connection with these transactions.
Purchases of Equity Securities No repurchases of our common shares were made during the fourth quarter of 2023. Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2023.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2024.
Removed
The warrants have an exercise price of $5.50, are exercisable beginning on February 22, 2023 and expire on August 25, 2027.
Added
Our Company has been paying quarterly dividends on our series A preferred shares every quarter since January 2020, and we currently expect that cash dividends will continue to be paid on our series A preferred shares in the future. Purchases of Equity Securities No repurchases of our common shares were made during the fourth quarter of 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. 46 Table of Contents Principal Factors Affecting Our Financial Performance Our operating results are primarily affected by the following factors at a portfolio company level: ● our ability to acquire new customers or retain existing customers; ● our ability to offer competitive product pricing; ● our ability to broaden product offerings; ● industry demand and competition; ● our ability to leverage technology and use and develop efficient processes; · our ability to effectively utilize a combination of cash, debt such as seller’s notes, and preferred shares when negotiating and structuring future deals; ● our ability to attract and retain talented employees; and ● market conditions and our market position.
Biggest changeWe will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
In its report on our financial statements for the years ended December 31, 2023 and 2022, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations and negative cash flows since inception and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.
In its report on our financial statements for the years ended December 31, 2024 and 2023, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations and negative cash flows since inception and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.
We believe that our cash and cash equivalents as of December 31, 2023, and the future operating cash flows of the entity may not provide adequate resources to fund ongoing cash requirements for the next twelve months.
We believe that our cash and cash equivalents as of December 31, 2024, and the future operating cash flows of the entity may not provide adequate resources to fund ongoing cash requirements for the next twelve months.
The Company also incurred $326,899 during the year ended December 31, 2023 compared to $527,792 during the year ended December 31, 2022, including audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow based on acquisitions.
The Company also incurred $264,731 in acquisition costs during the year ended December 31, 2024 compared to $326,899 during the year ended December 31, 2023, including audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow based on acquisitions.
Impairment Loss During the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,061,763 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $420,532 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $3,952,516.
During the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $5,016,764.
The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% in interest in Onfolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of online businesses to produce advertising revenue.
All investments are subject to our impairment review policy. The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% in interest in Onfolio JV IV, LLC (“ JV IV ”), which is involved in the acquisition, development and operation of online businesses to produce advertising revenue.
Other Income and Expense Total other income was $92,778 for the year ended December 31, 2023 compared to other expense of $123,212 for the year ended December 31, 2022.
Other Income and Expense Total other income was $733,906 for the year ended December 31, 2024 compared to other income of $92,778 for the year ended December 31, 2023.
Contractual Obligations See Notes 4 and 9 of our accompanying audited financial statements for information on our contractual obligations. 49 Table of Contents Critical Accounting Policies The following are the Company’s critical accounting policies: Investment in Unconsolidated Entities – Equity and Cost Method Investments We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting.
Critical Accounting Policies The following are the Company’s critical accounting policies: Investment in Unconsolidated Entities – Equity and Cost Method Investments We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting.
Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. 50 Table of Contents In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Long-lived Assets Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. Long-lived Assets Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Accordingly, our auditor has concluded that substantial doubt exists regarding our ability to continue as a going concern. Our audited financial statements appearing at the end of this annual report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
Our audited financial statements appearing at the end of this annual report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
In the near future, our general and administrative expenses may continue to increase to support business growth. Over the long term, we aim to have general and administrative expenses decreasing as a percentage of revenue.
Our general and administrative expenses consist primarily of consulting related expenses paid to contractors, stock-based compensation, advertising and marketing costs, and other expenses. In the near future, our general and administrative expenses may continue to increase to support business growth. Over the long term, we aim to have general and administrative expenses decreasing as a percentage of revenue.
Emerging Growth Company We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
The 10% roll-over equity interest held by Eastern Standard Pennsylvania founders remains unchanged. 51 Table of Contents Emerging Growth Company We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
Professional Fees and Acquisition Costs Professional fees increased by $650,469, or 128% during the year ended December 31, 2023 compared to 2022 primarily due to increased due to increased legal and accounting costs associated with the Company’s compliance requirements as a public company.
Professional Fees and Acquisition Costs Professional fees decreased by $211,659, or 18% during the year ended December 31, 2024 compared to 2023 primarily due to decreased legal and accounting costs associated with the Company’s compliance requirements as a public company and the change in independent public accounting firm during 2024.
The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity.
Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity.
Off-Balance Sheet Arrangements We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as defined by Item 303(a)(4) of SEC Regulation S-K, as of December 31, 2023.
During the year 2023, we raised $565,000 from the sales of preferred stock in a private exempted offering, which was offset by the repayment of the acquisition notes payable of $2,439,000, payments of preferred dividends of $213,691, and payments on note payables of $68,959. 56 Table of Contents Off-Balance Sheet Arrangements We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as defined by Item 303(a)(4) of SEC Regulation S-K, as of December 31, 2024.
In such cases, our original investments are recorded at the cost to acquire the interest and any distributions received are recorded as income. All investments are subject to our impairment review policy.
In such cases, our original investments are recorded at the cost to acquire the interest and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“ JV I ”), OnFolio JVII, LLC (“ JVII ”) and OnFolio JVIII, LLC (“ JVIII ”) are accounted for under the cost method.
Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company primarily earns revenue through website management, advertising and content placement on its online businesses, and product sales.
Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company amortizes acquired definite-lived intangible assets over their estimated useful lives.
The components of the increase in net loss for the current period are as follows: Revenues For the Year Ended December 31, $ Change from prior % Change from prior 2023 2022 year year Revenue, services $ 1,496,038 $ 544,822 $ 951,216 175 % Revenue, product sales 3,743,948 1,674,993 2,068,955 124 % Total Revenue 5,239,986 2,219,815 3,020,171 136 % Revenue increased by $3,020,171, or 136% for the year ended December 31, 2023 compared to 2022.
The components of the increase in net loss for the current period are as follows: Revenues For the Year Ended December 31, $ Change from prior % Change from prior 2024 2023 year year Revenue, services $ 4,660,069 $ 1,496,038 $ 3,164,031 211 % Revenue, product sales 3,202,008 3,743,948 (541,940 ) (14 )% Total Revenue 7,862,077 5,239,986 2,622,091 50 % Revenue increased by $2,622,091, or 50% for the year ended December 31, 2024 compared to 2023.
The components most significant to the Company’s cost of revenue are the costs of labor for service fulfillment, content creation, website hosting and maintenance costs and the costs of acquiring new inventory products for physical product sales.
The components most significant to the Company’s cost of revenue are the costs of labor for service fulfillment, content creation, website hosting and maintenance costs and the costs of acquiring new inventory products for physical product sales. 53 Table of Contents Operating Expenses Selling, General and Administrative General and Administrative expenses decreased by $263,355 or 4% during the year ended December 31, 2024 as compared to 2023.
The increase was primarily due to an increase in advertising and marketing costs of $1,200,000, which includes the impact of new businesses acquired in late 2022 and early 2023, an increase in amortization expense of $615,000 associated with the acquired intangible assets not present in the comparable period, a $90,000 increase in other general and administrative costs including stock-based compensation, travel, merchant fees, and increased costs related to being a public company of $279,000, offset by a decrease in payroll and contractor costs of $85,000 Our general and administrative expenses consist primarily of consulting related expenses paid to contractors, stock-based compensation, advertising and marketing costs, and other expenses.
The decrease was primarily due to a decrease in advertising and marketing costs of $275,000, and a decrease in stock based compensation expense of $535,000, offset by an increase in amortization expense of $226,000 associated with the acquired intangible assets not present in the comparable period, an increase in payroll and contractor costs of $273,000, and a $110,000 increase in other general and administrative costs including 401k contributions and guaranteed payments, referral commissions, and costs related to being a public company.
Investing Activities Net cash used in investing activities was $850,000 and $4,283,219 for the years ended December 31, 2023 and 2022. For the year ended December 31, 2023, the Company used $850,000 to acquire a single business during the first quarter.
Investing Activities Net cash provided by investing activities was $451,000 for the years ended December 31, 2024 compared to cash used in investing activities of $850,000 for the year ended December 31, 2023.
Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries. Revenue in 2023 was up 136% in 2023 compared to 2022, an increase of just over $3,000,000.
Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries. In 2024, we delivered meaningful progress toward sustained profitability. Revenue increased 50% year-over-over to $7.8M, driven primarily through the successful acquisition of three new businesses, RevenueZen, DDSRank, and Eastern Standard.
In addition, the Company has raised $600,000 during a private offering of Preferred stock and repaid $2,439,000 on its acquisition-related notes payable. 48 Table of Contents The Company’s recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern.
The Company’s recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. Accordingly, our auditor has concluded that substantial doubt exists regarding our ability to continue as a going concern.
Operating Activities Net cash used in operating activities was $2,751,838 and $2,870,893 for the years ended December 31, 2023 and 2022. The slight decrease was primarily from Company’s efforts to streamline costs, partially offset by the increased general and administrative costs from the acquired businesses for a full year compared to partial periods in the year ended December 31, 2022.
Operating Activities Net cash used in operating activities was $1,168,363 and $2,751,838 for the years ended December 31, 2024 and 2023. The decrease was primarily from the increase in revenues and decreased general and administrative costs as the Company expanded its operations through its business acquisitions in the past year.
The increase is primarily due to revenue from our three acquisitions completed during the fourth quarter of fiscal 2022, which increased revenue by approximately $2,500,000, including approximately $1,800,000 in digital product sales along with an increase of approximately $640,000 from Contentellect, acquired in the first quarter of fiscal 2023.
The increase is primarily due to revenue from our RevenueZen acquisition completed during the first quarter of fiscal 2024 which increased revenue by approximately $2,073,000, our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $142,000, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $974,000.
This increase was offset by a decline in product sales and advertising revenue from MightyDeals and other pre-IPO assets.
This increase was partially offset by a decline in website management revenue, and a decline in digital product sales within the Company’s Mighty Deals subsidiary and a decline in revenue from its SEO Butler subsidiary.
Cost of Revenue For the Year Ended December 31, $ Change from prior % Change from 2023 2022 year prior year Cost of revenue, services $ 837,888 $ 356,957 $ 480,931 135 % Cost of revenue, product sales 1,159,267 664,405 494,862 74 % Total Cost of Revenue 1,997,155 1,021,362 975,793 96 % 47 Table of Contents Cost of revenue increased by $975,793, or 96%, due to the increase resulting from the Company’s recent acquisitions.
Cost of Revenue For the Year Ended December 31, $ Change from prior % Change from 2024 2023 year prior year Cost of revenue, services $ 2,609,061 $ 837,888 $ 1,771,173 211 % Cost of revenue, product sales 708,139 1,159,267 (451,128 ) (39 )% Total Cost of Revenue 3,317,200 1,997,155 1,320,045 66 % Cost of revenue increased by $1,320,045, or 66%, due to the Company’s recent service agency acquisitions offset by the decrease in digital product sales within the Company’s Mighty Deals subsidiary.
During 2022, the Company used $4,261,413 to acquire three businesses during the fourth quarter, $67,500 in additional investments in the JVs which, offset by $45,694 of proceeds from the sale of a website. Financing Activities Cash flows from financing activities was cash used of $2,156,650 and cash provided of $12,109,373 for the years ended December 31, 2023 and 2022.
For the year ended December 31, 2024 the cash provided was from the sale of our WP Folio subsidiary assets for $780,000 offset by cash used to purchase additional businesses and cost method investments. For the year ended December 31, 2023, the Company used $850,000 to acquire a single business during the first quarter.
The Company’s gross profit margins increased in the current period compared to the prior period due to the Company’s efforts to streamline operations and create efficiencies, and due to the increased sales from digital product sales with higher margins in the new businesses.
The Company’s gross profit margins decreased slightly to 57% in the current period compared to 62% in the prior period.
Removed
This growth was achieved through the acquisitions we made in Q4 2022, which we held for a full year in 2023, and the additional acquisition we made in Q1 2023. Our gross profit margin in 2023 was 62%, up from 54% in 2022.
Added
Although our gross profit margin declined slightly to 58% in 2024 from 62% in 2023—largely due to the new acquisitions having lower margins than our existing portfolio—we significantly improved our operating loss, reducing it from $9.2M to $2.5M. This improvement was driven by the profitable acquisitions, continued organic growth, continued disciplined expense management, and a reduction in impairment charges.
Removed
This improvement was achieved through an effort by management to reduce the operating costs of our online businesses, driving them to run more efficiently.
Added
During 2024, we focused on reducing our losses and growing our revenues, and made strong progress to that end. Crucially, in Q4 2024 we recorded a positive net income of $136K for the quarter, a significant step in moving us towards profitability. 47 Table of Contents When we started our Company in 2020, we held four core beliefs. 1.
Removed
In 2023 we noticed a slowdown of lending and a rise in interest rates, and we acted to weather the more difficult capital raising environment through austerity measures, using our remaining cash to extend our working capital runway as long as possible.
Added
That there are a vast number of profitable online businesses that could be seen as undervalued and under optimized. 2. That by aggregating these businesses, we could reduce the significance of idiosyncratic risks of any one company as it became a smaller part of a more resilient portfolio. 3.
Removed
Despite those challenges, we closed and obtained full control on one acquisition, RevenueZen, in January 2024, which historically generated $1.4M in revenue in 2023. Towards the end of 2023, we focused more on targeting B2B agencies and productized services for acquisition. Historically, our best performing assets have been B2B marketing agencies, and the acquisition opportunities are rich in this space.
Added
That our existing operational expertise, combined with a commitment to continually improve it, would allow us to operate these businesses as or more effectively than their existing management. 4. That being a public company would give us access to capital at a lower cost than the returns generated by the acquired companies.
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In 2024, we will look for opportunities to use our growing stature and track record to raise capital on attractive terms — this is a large area of focus for management.
Added
In short, we believed there were many overlooked and mispriced online businesses for sale, and we were developing the due diligence and operational expertise to acquire, and grow them.
Removed
Due to our cash constraints and desire to avoid issuing additional shares of common stock, we intend to use a mixture of debt, including seller notes, and preferred shares to close acquisitions moving forward — such as can be seen with our recent RevenueZen acquisition.
Added
Our goal has always been to become a world-class serial acquirer, using our unique operating and financial leverage on a diverse portfolio of online businesses, to deliver strong compounded returns to our shareholders. Further, during 2024, we experienced success with the following: 1.
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We are looking to make more acquisitions over the coming months of a similar structure, allowing us to maximize our runway while reducing our burn with a mixture of accretive acquisitions, and continuous expense reduction and optimization efforts. 45 Table of Contents Organic growth is also a major area we are looking to improve, but inorganic growth through acquisitions will ultimately be necessary and will be the catalyst for our profitability.
Added
Strategic Acquisitions We acquired three new businesses with eight combined revenue streams, contributing a total of $6M in revenue. · In January 2024, we acquired RevenueZen , an SEO-led content marketing agency with $1.4M revenue and $227K in net profit.
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In the course of our regular financial review and in compliance with ASC350, in September 2023 we conducted a reassessment of our portfolio of subsidiaries, their performance and recent market developments.
Added
The RevenueZen team brought with it the operational skillset and management discipline that enabled us to assign them the management of SEOButler, and towards the end of 2024, Contentellect.
Removed
Based on this review, which considered factors such as the financial landscape, the evolving M&A dynamics in this landscape, and prevailing market conditions, we have determined that the carrying value of certain subsidiaries no longer reflects their recoverable amount.
Added
This deal was funded using promissory notes, series A preferred shares, and seller notes—leading to the belief that we could close acquisitions with little out of pocket capital, a theme for 2024. · In July 2024, we acquired DDSRank, a smaller agency focused on SEO for dentists.
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We noted lower than expected operating results for ProofreadAnywhere, WP Folio, and SEO Butler and as such performed a discounted cash flow test to determine the amount of impairment necessary. We used a higher discount rate than previous valuations due to the increased interest rates and reduced business performances.
Added
Despite its smaller size ($500K revenue, $200K net profit), we liked DDSRank for both its operational improvement opportunities, as discussed below, and for its ability to be “tucked-in” to the SEO portfolio. We funded the deal using a combination of OA SPV capital ($200K), series A preferred shares ($200K), and a seller note ($200K).
Removed
We concluded based on the recoverability test performed for Proofread Anywhere, WP Folio, and SEO Butler, that impairment related to goodwill was needed in the amounts of $2,061,763, $580,284, and $420,532, respectively, which were recognized in the Q3 2023 Form 10Q. As always, management is dedicated to continuous improvement, pursuit of growth, and commitment to our shareholders.
Added
Our only out-of-pocket expenses were legal, diligence, and finder’s fees. · In October 2024, we acquired Eastern Standard, our largest acquisition to date in terms of revenue ($4M), and second largest in terms of enterprise value ($2.4M) – Proofread Anywhere remains the largest with a $4.5M enterprise value.
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Recent Developments In January 2024, we acquired RevenueZen.com, an online service provider that works with B2B brands to grow their organic and referral traffic. ReveueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing.
Added
Like DDSRank, the OA SPV provided the upfront capital in exchange for a minority stake, while we acquired a majority interest using series A preferred shares and a seller note. Each of these acquisitions were both accretive and strategically valuable.
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RevenueZen enjoys a strong reputation in its field, specializing in working with startups, healthcare, professional services, renewable energy, and financial services businesses, among others. Our Company holds an 88% ownership stake in RevenueZen, while RevenueZen founders received a 12% roll-over equity interest and will serve in leadership roles in the Onfolio-owned RevenueZen team.
Added
One of the pillars of our acquisition strategy and business model is that every acquisition we make adds profit to our bottom line. The limiting factor is the upfront capital needed to acquire target companies.
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Components of Results of Operations The Company reported a net loss of $8,144,821, which includes $5,291,055 in non-cash expenses, for the year ended December 31, 2023 compared to a net loss of $4,234,357, which includes $1,155,083 in non-cash expenses, for the year ended December 31, 2022.
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Given that we started the year with a low cash balance and large losses, we needed to find a way to reduce those losses without deploying significant capital.
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Operating Expenses Selling, General and Administrative General and Administrative expenses increased by $1,768,823 or 41% during the year ended December 31, 2023 as compared to 2022.
Added
By developing creative, low- or no-cash acquisition structures, we were able to make accretive business purchases, grow our consolidated profits, and avoid deploying large sums of capital in the process, without diluting shareholders or raising equity at unattractive valuations. 48 Table of Contents 2. Operational Improvements.
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The increase in other income was driven by higher interest income on the Company’s increased cash balances from funds raised in the Company’s initial public offering in the third quarter of 2022, and an impairment loss on sale of assets in 2022 not seen in 2023.
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Alongside our acquisition activity, we made significant progress in building the operational capacity of our portfolio. The reason many of the businesses we evaluate are considered “undervalued” is because of the very real risk that they do not perform well post-acquisition.
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Liquidity and Capital Resources As of December 31, 2023, our principal sources of liquidity consisted of cash and cash equivalents of $982,261 which was mainly on account of raising capital from sale of common stock and warrants in our IPO of $12,255,470.
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Our challenge is to make sure that we not only acquire strategic target companies, but also operate those companies profitably post-acquisition.
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During the year 2023, we raised $565,000 from the sales of preferred stock in a private exempted offering, which was offset by the repayment of the acquisition notes payable of $2,439,000, payments of preferred dividends of $213,691, and payments on note payables of $68,959 During the year 2022, we raised $12,104,667 in net proceeds from our initial public offering, $321,500 from sales of preferred stock in a private exempted offering, and $44,000 of proceeds from notes payable, which were partially offset by dividend payments of $142,239, payments on notes payable of $3,555 and payment of the contribution towards its investment in JV IV of $215,000.
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During fiscal years 2023 and 2024, we implemented a revised management and operational structure by (i) adding highly competent operators through our acquisitions, particularly from the RevenueZen and Eastern Standard teams, which has strengthened our capacity, and (ii) putting a high emphasis on portfolio synergies and efficient management.
Removed
The Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO.
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As a holding company, we must build operational expertise that will assist us in targeting businesses that maintain and then grow their revenues and profits. We believe we made significant progress in this area during 2024. 3.
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The initial value of an investment in an unconsolidated affiliate accounted for under the equity method is recorded at the fair value of the consideration paid. Variable Interest Entities Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary.
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OA SPV Capital Model In March 2024, we launched our OA SPV Capital Model to enable accredited retail investors to co-invest with our Company in acquisitions. For us this was a game-changer.
Removed
The Company is not considered the primary beneficiary of any VIE’s as the joint ventures do not qualify as variable interest entities under the requirements of ASC 810, as the joint ventures 1) have sufficient equity to finance its activities; 2) have equity owners that as a group have the characteristics of a controlling financial interest in the business, through the ability to vote on a majority basis to change the managing member of the respective joint ventures, and 3) are structured with substantive voting rights.
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The OA SPVs enabled us to close both the DDSRank and Eastern Standard acquisitions, and we expect the OA SPV Capital Model to assist us with making additional acquisitions in the future without the need to deploy any of our Company’s own cash reserves.
Removed
Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method.
Added
For the DDSRank acquisition, the OA SPV funded 33% of the transaction, and for the Eastern Standard acquisition, the OA SPV funded 30% of the transaction.
Removed
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable.
Added
The OA SPV Capital Model provided us with the opportunity to use preferred shares and a seller note for the other 67% and 53% (as adjusted as described in “ Recent Developments” below) ownership respectively.
Added
The OA SPV Capital Model has a high capital cost because we are required to give up significant portions of equity in the acquired businesses, but it serves as an essential tool for us at a time but when debt financing and other capital is unavailable to our Company on attractive terms.
Added
This was the solution we found that still allowed us to acquire accretive, quality businesses.
Added
Although we do not plan to continue to use OA SPVs in the long term due to the high cost of the capital, we believe the OA SPV Capital Model will be part of our acquisition strategy during 2025, along with series A preferred shares and seller notes.
Added
Fundamentally, we believe the OA SPV Capital Model was a success since we are in the business of acquiring business with positive cashflow, and the OA SPV Capital Model allowed us to do so without using our own money. 49 Table of Contents 4.

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