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What changed in Onfolio Holdings, Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Onfolio Holdings, Inc's 2024 and 2025 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 2025 report.

+406 added−291 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-16)

Top changes in Onfolio Holdings, Inc's 2025 10-K

406 paragraphs added · 291 removed · 188 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

47 edited+16 added−12 removed87 unchanged
Biggest changeThe 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.
Biggest changeCustomers 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.
Our Company receives 20% of free cash flows for managing this website and we hold a 20% ownership stake in Onfolio Groupbuild 1 LLC, which owns Craftwhack.com.com and BackgroundHawk.com. Backgroundhawk.com – Manage/Own In October 2020, we began to manage Backgroundhawk.com. Backgroundhawk.com is a review website and sits squarely in the growing and lucrative background check and legal check industry.
Our Company receives 20% of free cash flows for managing this website and we hold a 20% ownership stake in Onfolio Groupbuild 1 LLC, which owns Craftwhack.com and BackgroundHawk.com. Backgroundhawk.com – Manage/Own In October 2020, we began to manage Backgroundhawk.com. Backgroundhawk.com is a review website and sits squarely in the growing and lucrative background check and legal check industry.
Our Company receives 20% of free cash flows for managing this website. Our Company receives 20% of free cash flows for managing this website and we hold a 20% ownership stake in Onfolio Groupbuild 1 LLC, which owns Craftwhack.com.com and BackgroundHawk.com. Outreachmama.com – Manage In November 2020, we began to manage Outreachmama.com.
Our Company receives 20% of free cash flows for managing this website. Our Company receives 20% of free cash flows for managing this website and we hold a 20% ownership stake in Onfolio Groupbuild 1 LLC, which owns Craftwhack.com and BackgroundHawk.com. Outreachmama.com – Manage In November 2020, we began to manage Outreachmama.com.
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 desire to be among the best resourced and most experienced 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.
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. ReveueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing.
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. RevenueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing.
We believe this is driven by the following factors: · third-party financing for these acquisitions is often less available or terms are less favorable for the borrower; · sellers of these online businesses frequently consider non-economic factors, such as legacy or the effect of the sale on their employees; · these online businesses are more likely to be sold outside of an auction process or as part of a limited process; · “add-on” acquisitions can often be completed at attractive multiples of cash flow · many would-be buyers of these online businesses are restricted by their inability to operate these online businesses; and · the existence of a sweet spot where online businesses are too big for small/individual buyers and too small for other institutional buyers.
We believe this is driven by the following factors: ● third-party financing for these acquisitions is often less available or terms are less favorable for the borrower; 4 Table of Contents ● sellers of these online businesses frequently consider non-economic factors, such as legacy or the effect of the sale on their employees; ● these online businesses are more likely to be sold outside of an auction process or as part of a limited process; ● “add-on” acquisitions can often be completed at attractive multiples of cash flow ● many would-be buyers of these online businesses are restricted by their inability to operate these online businesses; and ● the existence of a sweet spot where online businesses are too big for small/individual buyers and too small for other institutional buyers.
Non-Government Regulation From a non-Governmental standpoint, we also need to comply with policies and terms of service on various platforms, including but not limited to: Facebook, Facebook Ads, Instagram, Pinterest, Google Ads, Google Search, Twitter, TikTok, and YouTube. Properties and Facilities The Company is a remote company, meaning that it does not have a physical office where employees work.
Non-Government Regulation From a non-Governmental standpoint, we also need to comply with policies and terms of service on various platforms, including but not limited to: Facebook, Facebook Ads, Instagram, Pinterest, Google Ads, Google Search, X, TikTok, and YouTube. Properties and Facilities The Company is a remote company, meaning that it does not have a physical office where employees work.
For DDS Rank may compete with other agencies offering similar dental SEO and marketing services such as The Dental SEO Company, Best Results Dental Marketing, and PatientGain, amongst others.
DDS Rank may compete with other agencies offering similar dental SEO and marketing services such as The Dental SEO Company, Best Results Dental Marketing, and PatientGain, amongst 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.
In this industry, we believe the principal 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.
We currently operate in the following business models: D2C eCommerce, B2B SEO and marketing services as well as B2B digital products. We anticipate a combination of continuous expansion of these verticals and increasing our share within them.
We currently operate in the following business models: B2C eCommerce, B2B SEO and marketing services as well as B2B digital products. We anticipate a combination of continuous expansion of these verticals and increasing our share within them.
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.
Our Online Businesses Our Company is structured as follows: We own and/or manage the following 17 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.
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.
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. 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: · quality of deliverables; · quality of service and communication; · scalability; and · customer satisfaction. Vital Reaction competes with brands such as DrinkHRW, DrMercola and Quicksilver Scientific.
In this industry, we believe the principal competitive factors are: · quality of deliverables; · quality of service and communication; · scalability; and · customer satisfaction. Vital Reaction competes with brands such as DrinkHRW, DrMercola and Quicksilver Scientific.
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.
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. 5 Table of Contents We believe there are opportunities to acquire “distressed”, albeit profitable, online businesses, or where the sellers have not optimized the business to the fullest.
In addition, on November 3, 2020, California voters approved Proposition 24 (the “California Privacy Rights Act of 2020”), which amends certain provisions of the CCPA and becomes effects January 1, 2023, will further restrict the ability of certain of our websites to use personal California user and subscriber information in connection with their various products, services and operations and/or impose additional operational requirements on such websites.
In addition, on November 3, 2020, California voters approved Proposition 24 (the “California Privacy Rights Act of 2020”), which amends certain provisions of the CCPA and became effective January 1, 2023, will further restrict the ability of certain of our websites to use personal California user and subscriber information in connection with their various products, services and operations and/or impose additional operational requirements on such websites.
Our Company holds a 100% ownership stake in ProofreadAnywhere.com / WorkAtHomeSchool.com / WorkYourWay2020.com. SEOButler.com - Own In October 2022, we acquired SEOButler.com, an online provider of extensive products within the SEO niche including content, guest posting, social signals, and citations.
Our Company holds a 100% ownership stake in ProofreadAnywhere.com / WorkAtHomeSchool.com / WorkYourWay2020.com. 7 Table of Contents SEOButler.com - Own In October 2022, we acquired SEOButler.com, an online provider of extensive products within the SEO niche including content, guest posting, social signals, and citations.
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.
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.
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.
In this industry, we believe the principal competitive factors are: · client sales pipeline generation; · quality of methodology and execution; · experienced, high output strategists; and · customer satisfaction. 11 Table of Contents For Contentellect, the main competitors include Fat Joe, Outreach Monks, Brand Featured and Writing Studio.
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 are currently not a party to any material legal proceedings. Employees Our company, including all its subsidiaries, has 27 full-time employees. It also utilizes 12 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.
The website deploys a custom-built Order Management System (OMS), designed to make the content creation process highly scalable while eliminating the bottlenecks that could otherwise impede the growth of a productized service business that relies primarily on human writers and editors. Our Company holds a 100% ownership stake in SEOButler.com.
The website deploys a custom-built Order Management System (OMS), designed to make the content creation process highly scalable while eliminating the bottlenecks that could otherwise impede the growth of a productized service business that relies primarily on human writers and editors. Our Company holds a 100% ownership stake in SEOButler.com. Vital-Reaction.com – Own In December 2020, we acquired Vital-Reaction.com.
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.
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.
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.
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 could be considered 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.
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.
As our audience grows into the hundreds of thousands across the Allthingsdogs.com and Woofwhiskers.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 - Own In November 2023, we launched DealPipe, a service for sourcing “off-market” acquisition targets.
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. 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. These periodic reports and other information are available on the website of the Securities and Exchange Commission referred to above.
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.
We lease and maintain an office out of our chief executive officer’s residence at the Executive Centre Taipei, Level 4, Neihu New Century Building No, No. 55, Zhouzi St, Neihu District, Taipei City, 114, Taiwan (approximately $400 per month), a community and co-working space at The Mill at 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801 ($75 per month) and storage space at 3002 Nelson Road, Longmont, Colorado, 80503 ($159 per month).
We lease and maintain an office at the Executive Centre Taipei, Level 4, Neihu New Century Building No, No. 55, Zhouzi St, Neihu District, Taipei City, 114, Taiwan (approximately $400 per month), and a community and co-working space at The Mill at 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801 ($75 per month).
The content created helps customers by improving organic traffic via search engines, enables them to conduct thought-leadership, and gives sales and marketing teams relevant and usable content at the top and middle of the marketing funnel.
The content created helps customers by improving organic traffic via search engines, enables them to conduct thought-leadership, and gives sales and marketing teams relevant and usable content at the top and middle of the marketing funnel. Our Company holds a 100% ownership stake in Contentellect.com.
Our Company holds a 10.70% ownership stake in Onfolio JV II LLC, which owns Asubtlerevelry.com and we receive a management fee of $1,500 per month and 50% profit share of any profits above $16,500 for managing this website.
Our Company holds a 13.63% ownership stake in Onfolio JV I, LLC, which owns Fishkeepingworld.com and we receive a management fee of $2,500 per month and 50% profit share of any profits above $12,500 per month for managing this website.
The site is a pure content and display advertising site. Long term, the site is forming a strong part of the growing craft/DIY vertical that several of our other managed sites are in.
Asubtlerevelry.com covers topics ranging from hosting a house party, to bachelorette party ideas, to recipes, to crafts. The site is a pure content and display advertising site. Long term, the site is forming a strong part of the growing craft/DIY vertical that several of our other managed sites are in.
The curriculum helps users spot common errors, catch grammatical mistakes, and in turn, improve their proofreading skills and launch new careers. These online businesses also sell digital books covering several topics such as writing skills and freelancer taxation, and generate revenue through their courses, workshops, and eBook sales, each sold individually and in bundles.
These online businesses also sell digital books covering several topics such as writing skills and freelancer taxation, and generate revenue through their courses, workshops, and eBook sales, each sold individually and in bundles.
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.
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 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.
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.
Similar to the dog vertical, we manage or own numerous sites in the crafting/DIY/home vertical, and plan to continue growing and improving our presence in the space. Audiences are passionate in this industry, and our skills in content publishing, eCommerce, and digital products gives us ample opportunity to add value and grow revenues in the space.
Audiences are passionate in this industry, and our skills in content publishing, eCommerce, and digital products gives us ample opportunity to add value and grow revenues in the 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. 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 believe in this industry the principal competitive factors are: · depth of expertise in AI-driven search platforms; · quality of content strategy and execution; · ability to deliver measurable visibility in AI-generated results; and · customer satisfaction. 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.
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.
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.
As well as advertising revenue, the website earns money from I’ve affiliate commissions and sales of its own ebooks and informational products.
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.
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.
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. 2024 and 2025 Divestitures and Impairments Divestures Asubtlerevelry.com – Divested June 2025 In January 2020, we began to manage Asubtlerevelry.com.
Our Company holds a 100% ownership stake in Contentellect.com. 7 Table of Contents ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com - Own In October 2022, we acquired ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com, which provide extensive online resources in the form of courses, workshops and blog posts for readers looking to train and become professional proofreaders.
ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com - Own In October 2022, we acquired ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com, which provide extensive online resources in the form of courses, workshops and blog posts for readers looking to train and become professional proofreaders. The curriculum helps users spot common errors, catch grammatical mistakes, and in turn, improve their proofreading skills and launch new careers.
Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com and Perfectdogbreeds.com. 9 Table of Contents 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.
Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com, and owned Perfectdogbreeds.com until the sale of the Perfectdogbreeds.com business operations in July 2025. 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.
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.
We benefit from our management team’s ability to identify diverse acquisition opportunities in a variety of industries.
We may sometimes find our individual brands competing against one another, but the main factor we compete on is deal flow and closing acquisitions at an attractive price. In the acquisition space we believe the principle competitive factors are: · reputation of acquiring company; · valuation of target company; · convenience of due diligence; and · time to closing.
In the acquisition space we believe the principal competitive factors are: · reputation of acquiring company; · valuation of target company; · convenience of due diligence; and · time to closing.
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.
We divested this business to align the wider portfolio more closely with our growing B2B agency and information products business lines. Mightydeals.com – Divested January 2026 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.
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.
Our Company holds a 100% ownership stake in Pace Generative. 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. It provides information for hobbyists on how to care for their fish, maintain their tank, and level up their hobby.
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.
We may compete for acquisitions with companies such as InterActiveCorp, FuturePLC, WeCommerce Holdings, Emerge Commerce, Red Ventures and Tiny to name a few. We may sometimes find our individual brands competing against one another, but the main factor we compete on is deal flow and closing acquisitions at an attractive price.
In this industry we believe the principle competitive factors are: · quality of product; · communication of benefits; · price of product; · safety; and · customer satisfaction. For MightyDeals, the main competitors are other marketplaces or “deal” providers, such as AppSumo, FontBundles, CreativeMarket, and a few others. We mostly compete for securing exclusive deals with vendors, and brand loyalty.
In this industry we believe the principal competitive factors are: · quality of product; · communication of benefits; · price of product; · safety; and · customer satisfaction.
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.
Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com, and owned Perfectdogbreeds.com until the sale of the Perfectdogbreeds.com business operations in July 2025.
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.
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. 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.
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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 information ranges from how to care for a certain breed, to the best types of dog food, to training tips.
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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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It provides information for hobbyists on how to care for their fish, maintain their tank, and level up their hobby. Our Company holds a 13.63% ownership stake in Onfolio JV I, LLC, which owns Fishkeepingworld.com and we receive a management fee of $2,500 per month and 50% profit share of any profits above $12,500 per month for managing this website.
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Dealpipe earns monthly retainers, plus a success fee based on a percentage of the successful acquisition price, creating a lucrative business model.
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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.
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Our Company holds a 100% ownership stake in DealPipe.io 8 Table of Contents PaceGenerative – Own In June 2025, we launched Pace Generative, a dedicated Generative Engine Optimization (“GEO”) agency focused on helping brands appear prominently in AI-generated search results and answers.
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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.
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Pace Generative provides services including question-driven content development, AI-optimized site structure, language and topic alignment for AI models, and strategic publishing designed to increase visibility within AI-powered platforms such as ChatGPT, Google AI Overviews, and Perplexity. The agency targets businesses in sectors where authoritative, trust-dependent content is critical, including healthcare, finance, law, education, consulting, and B2B services.
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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.
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It earns revenue from affiliate commissions and display advertising. Similar to the dog vertical, we manage or own numerous sites in the crafting/DIY/home vertical, and plan to continue growing and improving our presence in the space.
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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.
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Our Company holds a 10.70% ownership stake in Onfolio JV II LLC, which owned Asubtlerevelry.com until the sale of the business operations in June 2025. Perfectdogbreeds.com – Divested July 2025 In October 2020, we began to manage Perfectdogbreeds.com. Perfectdogbreeds.com is a guide to owning all the different breeds of dogs in existence. The website earns revenue from display advertising.
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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.
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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. We divested this business to align the wider portfolio more closely with our growing B2B agency and information products business lines.
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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.
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Impairments During the year ended December 31, 2025, the Company recognized an impairment loss of approximately $217,000 related to the investment in allthingsdogs.com, as a result of a decline in the estimated fair value of the asset based on expected disposition proceeds and a discounted cash flow analysis.
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In November 2023, the Company shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.
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Additionally, during the year ended December 31, 2025, the Company recognized an impairment loss of approximately $223,000 related to DDS Rank, as a result of projected declines in operating performance.
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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.
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Management performed a recoverability test and determined that the estimated undiscounted future cash flows were insufficient to recover the carrying amount of the asset group. 10 Table of Contents During the year ended December 31, 2025, the Company recognized an impairment loss of approximately $269,000 related to the equity method investment in JV IV, as a result of the sale of its investment in perfectdogbreeds.com.
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In December 2024, the Company sold the business operations of BWPS (“WPFolio LLC)” for $780,000 in an all-cash transaction to align the wider portfolio more closely with the growing B2B agency and information products business lines. Competition We experience competition at both the acquisition company level and individual portfolio company level.
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The investment in JV IV was impaired in full as the Company does not expect a future benefit as it divested of all major assets.
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Our website address is located at https://www.onfolio.com .
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During the year ended December 31, 2025, the Company recognized an impairment loss of approximately $25,000 related to the cost method investment in JV II, as a result of the sale of its investment in asubtlerevelry.com.
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The investment in JV II was impaired in full as the Company does not expect a future benefit as it divested of all major assets. 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.
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Pace Generative may compete with other agencies offering Generative Engine Optimization or AI visibility services, an emerging category that includes firms such as Profound Strategy, Terakeet, and other digital marketing agencies expanding into AI search optimization.
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In April 2024, the FCC reinstated net neutrality rules, but in early 2025, a U.S. federal appeals court blocked the new rules.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.
Biggest changeIf adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans. 17 Table of Contents The Senior Secured Notes provide the note holder with liens on substantially all of our assets and contains financial covenants and other restrictions on our actions, which may cause significant risks to our stockholders and may impact our ability to operate our business.
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides new data privacy rights for California consumers and new operational requirements for covered companies.
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides data privacy rights for California consumers and operational requirements for covered companies.
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.
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.
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. 34 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.
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.
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; 27 Table of Contents · 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.
Specifically, the CCPA mandates that covered companies provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information.
Specifically, the CCPA mandates that covered companies provide disclosures to California consumers and afford such consumers data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information.
We cannot predict the amount of distributions you may receive and we may be unable to pay distributions over time. 37 Holders of our series A preferred stock will be subject to inflation risk. Inflation is the reduction in the purchasing power of money resulting from the increase in the price of goods and services.
We cannot predict the amount of distributions you may receive and we may be unable to pay distributions over time. Holders of our series A preferred stock will be subject to inflation risk. Inflation is the reduction in the purchasing power of money resulting from the increase in the price of goods and services.
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.
As described in Note 3 of our accompanying audited financial statements, our auditors have issued a going concern opinion on our December 31, 2025 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.
It is also possible that our series A preferred stock will never be rated. 36 Dividend payments on the series A preferred stock are not guaranteed. Although dividends on our series A preferred stock are cumulative, our board of directors must approve the actual payment of the dividends.
It is also possible that our series A preferred stock will never be rated. Dividend payments on the series A preferred stock are not guaranteed. Although dividends on our series A preferred stock are cumulative, our board of directors must approve the actual payment of the dividends.
Risks Related to Our Business – Primary Risk Factors Related to Our Specific Online Businesses Revenuzen.com · Economic Downturn Impact . In the event of an economic slowdown or recession, businesses may reduce marketing and branding budgets to cut costs, which could lead to Eastern Standard facing lower client demand, impacting revenue. · Advertising Platform Policy Changes.
Risks Related to Our Business – Primary Risk Factors Related to Our Specific Online Businesses EasternStandard.com · Economic Downturn Impact . In the event of an economic slowdown or recession, businesses may reduce marketing and branding budgets to cut costs, which could lead to Eastern Standard facing lower client demand, impacting revenue. · Advertising Platform Policy Changes.
Given the potential for redemption of our series A preferred shares at the Company’s option commencing January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.
Given the potential for redemption of our series A preferred shares at the Company’s option that commenced on January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.
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.
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. 22 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.
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.
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. 33 Table of Contents We could be harmed by improper disclosure or loss of sensitive or confidential data.
Both our Company and many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with newly established businesses.
Many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with newly established businesses.
However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion.
However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future. 43 Table of Contents Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion.
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.
Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our Securities Purchase Agreement and the related Rights, 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.
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.
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.
Eastern Standard’s digital marketing services rely on platforms like Google and Meta. If these platforms adjust their algorithms, ad pricing, or restrictions, it could reduce the effectiveness of digital marketing campaigns, increase costs for clients, and make Eastern Standard’s services less competitive. DDSRank.com · Dental Industry Consolidation.
Eastern Standard’s digital marketing services rely on platforms like Google and Meta. If these platforms adjust their algorithms, ad pricing, or restrictions, it could reduce the effectiveness of digital marketing campaigns, increase costs for clients, and make Eastern Standard’s services less competitive. 20 Table of Contents DDSRank.com · Dental Industry Consolidation.
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.
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.
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. Getmerankings.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. 23 Table of Contents Getmerankings.com – Managed Property · SEO Services Industry Growth .
They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. If our securities become subject to the penny stock rules, it would become more difficult to trade our shares.
They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. 46 Table of Contents If our securities become subject to the penny stock rules, it would become more difficult to trade our shares.
Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. 36 Table of Contents Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
Technology developments may improve the quality of automated proofreading, which may lead to reduced career opportunities for proofreaders and lower demand for proofreading education. 20 Table of Contents Contentellect.com · SEO Services Industry Growth . The SEO Services industry is significant and expected to continue growing over the next 5 years.
Technology developments may improve the quality of automated proofreading, which may lead to reduced career opportunities for proofreaders and lower demand for proofreading education. Contentellect.com · SEO Services Industry Growth . The SEO Services industry is significant and expected to continue growing over the next 5 years.
Such events could make it difficult or impossible for us to deliver our products and services to our customers and could decrease demand for our products and services. 18 Table of Contents Additionally, we depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems.
Such events could make it difficult or impossible for us to deliver our products and services to our customers and could decrease demand for our products and services. Additionally, we depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems.
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.
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.
The market yields on securities comparable to our series A preferred stock may increase, which could result in a decline in the value or secondary market price of our series A preferred stock. Holders of series A preferred stock will bear reinvestment risk.
The market yields on securities comparable to our series A preferred stock may increase, which could result in a decline in the value or secondary market price of our series A preferred stock. 41 Table of Contents Holders of series A preferred stock will bear reinvestment risk.
Our warrants are exercisable for five years from the date of initial issuance and currently have an exercise price of $5.00 per share. There can be no assurance that the market price of our shares of common stock will equal or exceed the exercise price of the warrants.
Our warrants are exercisable for five years from the date of initial issuance and currently have an exercise price of $2.50 per share. There can be no assurance that the market price of our shares of common stock will equal or exceed the exercise price of the warrants.
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 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, 169,460 shares of series A preferred stock are issued and outstanding.
As with Mightydeals.com, Vital-Reaction.com generates a large portion of its revenue through email and Facebook marketing efforts. As privacy rules change, enforced by Apple in particular, its ability to generate web traffic, and therefore customers, can be negatively impacted. Allthingsdogs.com · Google Traffic Changes .
Vital-Reaction.com generates a large portion of its revenue through email and Facebook marketing efforts. As privacy rules change, enforced by Apple in particular, its ability to generate web traffic, and therefore customers, can be negatively impacted. 21 Table of Contents Allthingsdogs.com · Google Traffic Changes .
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.
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, 169,460 shares of series A preferred stock are issued and outstanding.
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.
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, dilution, sales of large blocks of securities 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. 37 Table of Contents 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.
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 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.
The CPRA generally took effect on January 1, 2023 and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.
Additionally, on January 1, 2023, the California Privacy Rights Act (“CPRA took effect and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.
Risks Related to Our Business – General We are a company with limited history and may not be able to continue to successfully manage our online businesses on a combined basis. We were incorporated on July 20, 2020, and have conducted operations since May 2019.
Risks Related to Our Business – General We may not be able to continue to successfully manage our online businesses on a combined basis. We were incorporated on July 20, 2020, and have conducted operations since May 2019.
We will likely not obtain an opinion from an independent accounting or investment banking firm in connection with the acquisition of a target business. We will likely not obtain an opinion from an independent accounting firm or independent investment banking firm that the price we are paying for a target business is fair to our stockholders.
We will likely not obtain an opinion from an independent accounting firm or independent investment banking firm that the price we are paying for a target business is fair to our stockholders.
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.
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.
These subsidiaries conduct all of our operations and are our only sources of income. Accordingly, we are dependent on cash flows and payments of funds to us by our subsidiaries as distributions, loans, advances, leases or other payments from our subsidiaries to generate the funds necessary to make distributions or dividends on our securities.
Accordingly, we are dependent on cash flows and payments of funds to us by our subsidiaries as distributions, loans, advances, leases or other payments from our subsidiaries to generate the funds necessary to make distributions or dividends on our securities.
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.
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 claims, whether or not successful, could: · divert management’s attention; · result in costly and time-consuming litigation; · require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all; · in the case of any open-source software related claims, require us to release our software code under the terms of an open-source license; or · require us to redesign our software and services to avoid infringement.
These claims, whether or not successful, could: · divert management’s attention; · result in costly and time-consuming litigation; · require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all; · in the case of any open-source software related claims, require us to release our software code under the terms of an open-source license; or · require us to redesign our software and services to avoid infringement. 32 Table of Contents As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business.
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. 42 Table of Contents 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.
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.
In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. 44 Table of Contents 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.
Accordingly, these stockholders may exert significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation or sale of all or substantially all of our assets or any other significant corporate transaction.
Our directors and executive officers own approximately 33.5% of our outstanding common stock. Accordingly, these stockholders may exert significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation or sale of all or substantially all of our assets or any other significant corporate transaction.
The SEO Services industry is significant and expected to continue growing over the next 5 years. In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of Outreachmama.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue. · Dissatisfaction With Our services .
In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of Outreachmama.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue. · Dissatisfaction With Our services .
Risks Related to Our Business – Our Acquisition Plans As part of our business plan, we will continue to acquire or make investments in other companies, or through business relationships, which will divert our management’s attention, result in dilution to our stockholders, consume resources that may be necessary to sustain our business and could otherwise disrupt our operations and adversely affect our operating results.
If we are unable to compete with such companies, the demand for our products could substantially decline. 24 Table of Contents Risks Related to Our Business – Our Acquisition Plans As part of our business plan, we will continue to acquire or make investments in other companies, or through business relationships, which will divert our management’s attention, result in dilution to our stockholders, consume resources that may be necessary to sustain our business and could otherwise disrupt our operations and adversely affect our operating results.
Our board of directors could elect to suspend dividends for any reason, and may be prohibited from approving dividends in the following instances: • poor historical or projected cash flows; • the need to make payments on our indebtedness; • concluding that payment of distributions on the Series A preferred stock would cause us to breach the terms of any indebtedness or other instrument or agreement; or • determining that the payment of dividends would violate applicable law regarding unlawful distributions to shareholders.
Our board of directors could elect to suspend dividends for any reason, and may be prohibited from approving dividends in the following instances: • poor historical or projected cash flows; • the need to make payments on our indebtedness; • concluding that payment of distributions on the Series A preferred stock would cause us to breach the terms of any indebtedness or other instrument or agreement; or • determining that the payment of dividends would violate applicable law regarding unlawful distributions to shareholders. 40 Table of Contents We operate as a holding company dependent upon the assets and operations of our subsidiaries, and because of our structure, we may not be able to generate the funds necessary to make distributions on our series A preferred stock.
As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses.
As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses. Management has a process to evaluate the viability and profitability of each business.
Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any: · breach of their duty of loyalty to us or our stockholders; · act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; · unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or · transaction from which the directors derived an improper personal benefit.
Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any: · breach of their duty of loyalty to us or our stockholders; · act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; · unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or · transaction from which the directors derived an improper personal benefit. 45 Table of Contents 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.
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.
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.
Notwithstanding the foregoing, these provisions of the warrant certificate will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. 39 Table of Contents Notwithstanding the foregoing, these provisions of the warrant certificate will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Liability of directors for breach of duty is limited under Delaware law. Our certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law.
Our certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law.
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.
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.
Future acquisitions by us may also cause uncertainty among our current employees and employees of the acquired business, which could lead to the departure of key individuals. Such departures could have an adverse impact on the anticipated benefits of an acquisition.
Future acquisitions by us may also cause uncertainty among our current employees and employees of the acquired business, which could lead to the departure of key individuals.
If one or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of securities or trading volume to decline.
If one or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of securities or trading volume to decline. An investment in our warrants is speculative in nature and could result in a loss of your investment therein.
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.
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.
As with our other online businesses, the changes to email marketing and iOS privacy rules could impact FishKeepingWorld.com’s email marketing efforts, which accounts for around 5% of the overall revenue. Asubtlerevelry.com · Google Traffic Changes . Currently a significant portion of web traffic to Asubtlerevelry.com is derived from its high rankings in Google search.
As with our other online businesses, the changes to email marketing and iOS privacy rules could impact FishKeepingWorld.com’s email marketing efforts, which accounts for around 5% of the overall revenue. Wowfreestuff.co.uk · Search Engine Traffic Changes . Currently a significant portion of web traffic to Wowfreestuff.co.uk is driven by rankings in the UK search engines for terms related to freebies.
In the event certain brands are no longer offered or fewer new brands come to market, the website could experience a loss of traffic, which in turn could negatively impact the website’s revenue generation. Perfectdogbreeds.com · Google Traffic Changes . Currently a significant portion of web traffic to Perfectdogbreeds.com is derived from its high rankings in Google search.
In the event certain brands are no longer offered or fewer new brands come to market, the website could experience a loss of traffic, which in turn could negatively impact the website’s revenue generation. Craftwhack.com – Managed Property · Google Traffic Changes .
If we fail to successfully manage our current operating infrastructure, we will be unable to continue to execute our business plan. We may also need to hire, train and manage new employees as needed. Negative publicity could adversely affect our reputation, our business, and our operating results.
We may also need to hire, train and manage new employees as needed. Negative publicity could adversely affect our reputation, our business, and our operating results.
Although our management will endeavor to evaluate the risks inherent in any particular acquisition candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions.
Although our management will endeavor to evaluate the risks inherent in any particular acquisition candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors.
The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election.
The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation.
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.
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.
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.
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.
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.
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.
This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
This trend toward more stringent privacy legislation in the United States could increase our potential liability and adversely affect our business since the additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, which could impact strategies and availability of previously useful data and result in increased compliance costs and/or changes in business practices and policies.
In addition to acquiring online businesses, we may sell those online businesses that we own from time to time when attractive opportunities arise that outweigh the future growth and value that we believe we will be able to bring to such online businesses consistent with our long-term investment strategy.
As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions. 25 Table of Contents In addition to acquiring online businesses, we may sell those online businesses that we own from time to time when attractive opportunities arise that outweigh the future growth and value that we believe we will be able to bring to such online businesses consistent with our long-term investment strategy.
Since 2021, when the transitional period following Brexit expired, we are required to comply with both the GDPR and the U.K. GDPR, with each regime having the ability to fine up to the greater of €20 million (in the case of the GDPR) or £17 million (in the case of the U.K. GDPR) and 4% of total annual revenue.
GDPR, with each regime having the ability to fine up to the greater of €20 million (in the case of the GDPR) or £17 million (in the case of the U.K. GDPR) and 4% of total annual revenue.
Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. Provisions in our certificate of incorporation and bylaws may have the effect of discouraging lawsuits against our directors and officers.
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. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding.
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 .
Our Company manages the Backgroundhawk.com website pursuant to a fee-based contract where we earn a profit share. 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.
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.
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.
To do so, we need to continue to appropriately incentivize, manage and retain our employees, or replace our employees as needed. If our employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating any new employees, or if we are not successful in retaining our existing employees, our business may be harmed.
If our employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating any new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems.
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.
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.
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.
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.
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.
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 warrant holder’s ability to choose the judicial forum for disputes arising out of the warrants.
We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock and series A preferred stock, which may adversely affect the market price of our securities.
Because the number of shares potentially issuable is extremely large relative to our current capitalization, investors should consider an investment in our securities to be highly dilutive. 38 Table of Contents We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock and series A preferred stock, which may adversely affect the market price of our securities.
Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
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.
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.
To date, we have sold an aggregate principal amount of $6,000,000 in Senior Secured Notes. 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.
Management has a process to evaluate the viability and profitability of each business. If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion. The Company did not incur similar impairment costs during the year ended December 31, 2024.
If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion. During the year ended December 31, 2025, the Company recognized impairment losses of approximately $217,000 related to allthingsdogs.com and approximately $223,000 related to DDS Rank, respectively.
To manage our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The continued working capital investments that we require will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.
The continued working capital investments that we require will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our current operating infrastructure, we will be unable to continue to execute our business plan.
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.
We incurred a net loss of $2,540,368 and $1,773,942 for the year ended December 31, 2025 and December 31, 2024, respectively. We may continue to incur operating losses through at least 2026. We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability.
If we were unable to do so, we may be unable to complete the acquisition transaction, or, if we complete the acquisition transaction, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. 27 Table of Contents Risks Related to Information Technology Systems, Intellectual Property and Privacy Laws We are reliant upon information technology to operate our business and maintain our competitiveness.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete the acquisition transaction, or, if we complete the acquisition transaction, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party. 28 Table of Contents If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.
Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease and maintain an office out of our chief executive officer’s residence at the Executive Centre Taipei, Level 4, Neihu New Century Building No, No. 55, Zhouzi St, Neihu District, Taipei City, 114, Taiwan (approximately $400 per month), a community and co-working space at The Mill at 1007 North Orange Street, 4th Floor, Wilmington, Delaware 19801 ($75 per month) and storage space at 3002 Nelson Road, Longmont, Colorado, 80503 ($172 per month).
Biggest changeWe lease and maintain an office at the Executive Centre Taipei, Level 4, Neihu New Century Building No. 55, Zhouzi St, Neihu District, Taipei City, 114, Taiwan (approximately $400 per month), and a community and co-working space at The Mill at 1007 North Orange Street, 4th Floor, Wilmington, Delaware 19801 ($75 per month).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. We are not a party to any litigation of a material nature, nor are we aware of any threatened litigation of a material nature. Item 4. Mine Safety Disclosures. Not Applicable. 45 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings. We are not a party to any litigation of a material nature, nor are we aware of any threatened litigation of a material nature. Item 4. Mine Safety Disclosures. Not Applicable 48 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity 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.
Biggest changeEquity 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) 861,860 $ 0.93 1,738,140 Equity compensation plans not approved by security holders (2) 82,613 $ 5.50 0 Total 944,473 $ 1.33 1,738,140 1.
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.
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 2025.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2024.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2025.
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.
Holders of Common Stock On March 31, 2026, we had approximately 68 holders of our common stock, not including persons who hold our common stock in nominee or “street name” accounts through brokers or banks.
Removed
We currently intend to use all available funds and any future earnings for use in financing the growth of our business and to meet our series A preferred stock dividend obligations.
Added
Pursuant to our Securities Purchase Agreement, so long as any Senior Secured Notes are outstanding, our Company may not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company, other than our series A preferred stock, without the prior express written consent of such noteholders.
Removed
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.
Added
The warrants have an exercise price of $5.50, are exercisable beginning on February 22, 2023 and expire on August 25, 2027. 49 Table of Contents Purchases of Equity Securities by the Issuer or Affiliated Purchasers None. Item 6. RESERVED.
Removed
The 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.
Removed
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.
Removed
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.

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 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.
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 $1.235 billion or more, (iii) 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. 53 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 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.
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.
All investments are subject to our impairment review policy. 58 Table of Contents 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.
Following is a brief description of the activities of our business segments: 54 Table of Contents Selected Financial Data by Business Segment Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.
Following is a brief description of the activities of our business segments: Selected Financial Data by Business Segment Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.
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.
We believe that our cash and cash equivalents as of March 31, 2026, and the future operating cash flows of the entity may not provide adequate resources to fund ongoing cash requirements for the next twelve months.
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.
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, we expect our general and administrative expenses to continue to increase to support business growth. Over the long term, we expect general and administrative expenses to decrease as a percentage of revenue.
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.
The Company also incurred $68,625 in acquisition costs during the year ended December 31, 2025 compared to $264,731 during the year ended December 31, 2024 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 holds a 5% members interest in CliAquire and will receive profit distributions based on its membership interest. The Company can be removed as manager of CliAquire through a supermajority vote of the members.
The Company holds a 5% members interest in CliAquire and will receive profit distributions based on its membership interest. The Company can be removed as manager of CliAquire through a supermajority vote of the members. The Company determined that the investment in CliAquire will be accounted for as a cost method investment.
B2B Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, DealPipe and Onfolio LLC. These entities share similar characteristics such as customers being businesses, and being primarily service-related businesses. B2B revenue increased by $2,996,664 or 218% during the year ended December 31, 2024 compared to the year ended December 31, 2023.
B2B Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, DealPipe, and Pace Generative. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue. B2B revenue increased by $2,688,302 or 62% during the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
Our Company’s recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern. Accordingly, management and our auditor have concluded that substantial doubt exists regarding our ability to continue as a going concern.
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. 60 Table of Contents Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate.
The increase was a result of the increased revenue and gross profit offset by the increase in intangible asset amortization for the newly acquired businesses in the year ended 2024. B2C Our B2C segment includes the results of operations of Proofread Anywhere, Mighty Deals, and Vital Reaction.
The decrease was a result of the increased revenue and gross profit offset by the increase in intangible asset amortization for the newly acquired businesses in the year ended 2024 in addition to an impairment expense of approximately $223,000. 56 Table of Contents B2C Our B2C segment includes the results of operations of Proofread Anywhere, Onfolio Assets, Mighty Deals, and Vital Reaction.
These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales, including digital sales. 55 Table of Contents B2C revenue decreased by $374,573 or 10% during the year ended December 31, 2024 compared to the year ended December 31, 2023.
These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales, including digital sales. B2C revenue increased by $179,839 or 5% during the year ended December 31, 2025 compared to the year ended December 31, 2024.
During the year 2024, we received $881,650 in proceeds from notes payable and $200,000 in proceeds from notes payable related parties which was offset by the payments of $321,442 in dividends to preferred stockholders, payments made on notes payable totaling $386,339, payments of $1,000 on related party notes payable, payments on contingent consideration of $59,093, and distributions of $20,400 to the non-controlling interest holders of our majority owned subsidiaries.
During the 2024 period, we received $20,000 in proceeds from sales of Series A preferred stock, $881,650 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $321,442 in dividends to preferred stockholders, made payments totaling $386,339 on notes payable, made payments of $1,000 on related party notes payable, made payments totaling $59,093 related to contingent consideration and $20,400 in distribution to non-controlling interest holders.
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.
Professional Fees and Acquisition Costs Professional fees increased by $264,054, or 28% during the year ended December 31, 2025 compared to 2024 primarily due to increased legal and accounting costs associated with the Company’s compliance requirements as a public company.
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.
The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,340,000 during the year ended December 31, 2025, and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300 during the year ended December 31, 2025.
Sales, cost of sales and operating profit for each of our business segments were as follows: For the Year ended December 31, 2024 For the Year ended December 31, 2023 Revenue B2B $ 4,368,661 $ 1,371,997 B2C 3,493,416 3,867,989 Total revenue $ 7,862,077 $ 5,239,986 Cost of Sales B2B $ 2,561,523 $ 837,888 B2C 755,677 1,159,267 Total Cost of Sales $ 3,317,200 $ 1,997,155 Operating income (loss) B2B $ 4,862 $ (1,033,590 ) B2C 482,100 (4,040,722 ) Total business segment operating income (loss) 486,962 (5,074,312 ) Unallocated items (2,994,813 ) (4,168,531 ) Total consolidated operating income (loss) $ (2,507,851 ) $ (9,242,843 ) Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or amount of operating expense.
Sales, cost of sales and operating profit for each of our business segments were as follows: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Revenue B2B $ 7,056,963 $ 4,368,661 B2C 3,673,255 3,493,416 Total revenue $ 10,730,218 $ 7,862,077 Cost of Sales B2B $ 3,827,147 $ 2,561,523 B2C 472,873 755,677 Total Cost of Sales $ 4,300,020 $ 3,317,200 Operating income (loss) B2B $ (334,473 ) $ 4,862 B2C 538,253 482,100 Total business segment operating income (loss) 203,780 486,962 Unallocated items (2,962,145 ) (2,994,813 ) Total consolidated operating income (loss) $ (2,785,365 ) $ (2,507,851 ) Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or amount of operating expense.
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.
Total impairment charges for the year ended December 31, 2025 were approximately $440,000 compared to $121,000 for the year ended December 31, 2024. Other Income and Expense Total other income was $200,607 for the year ended December 31, 2025 compared to other income of $733,906 for the year ended December 31, 2024.
Off-balance sheet arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors Contractual Obligations RevenueZen Acquisition: The Company has determined the final amount obligated to pay to the sellers of RevenueZen, contingent upon the business achieving a specified gross profit threshold within one year to be $680,662.
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 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 2025 2024 year year Revenue, services $ 7,386,084 $ 4,660,069 $ 2,726,015 58 % Revenue, product sales 3,344,134 3,202,008 142,126 4 % Total Revenue 10,730,218 7,862,077 2,868,141 36 % Revenue increased by $2,868,141, or 36% for the year ended December 31, 2025 compared to 2024.
In February 2025, the cash payment required to satisfy the obligations under the Short Term ES Promissory Note was provided by the OA SPVs. As a result, the ownership structure of Eastern Standard Delaware was adjusted, with the OA SPVs increasing its aggregate ownership percentage to 38%, while the Company’s ownership interest was adjusted to 53%.
As a result, the ownership structure of Eastern Standard Delaware was adjusted, with the OA SPVs increasing its aggregate ownership percentage to 38%, while the Company’s ownership interest was adjusted to 53%. The 10% roll-over equity interest held by Eastern Standard Pennsylvania founders remains unchanged.
Financing Activities Cash flows from financing activities was cash provided of $326,336 and cash used of $2,156,650 for the years ended December 31, 2024 and 2023.
Financing Activities Cash flows from financing activities was cash provided of $5,094,351 for the year ended December 31, 2025 compared to cash provided by financing activities of $326,336 for the year ended December 31, 2024.
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.
The increase was primarily due to an increase in advertising and marketing costs of $685,000, increase in contractor and compensation costs of $356,000, increase in other general and administrative costs of $226,000, including travel and merchant fees, an increase of $184,000 related to non-cash stock based compensation, and an increase in amortization expenses of $293,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period.
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 Company’s gross profit margins increased slightly in the current period compared to the prior period. 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.
Liquidity and Capital Resources Our primary source of operating cash inflows are payments from portfolio companies. In addition, the Company has raised $600,000 pursuant to a private offering of Series A preferred stock through December 31, 2023, and an additional $693,000 subsequent to December 31, 2024, $618,000 in notes payable and repaid $2,164,498 on its acquisition notes.
In addition, the Company has raised approximately $1,700,000 pursuant to private offerings of Series A preferred stock and approximately $1,000,000 of common stock private offerings through December 31, 2025, approximately $1,500,000 in notes payable and repaid $2,164,498 on its acquisition notes.
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.
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 2025, revenue increased 36.5% compared to 2024, while cost of revenue increased 29.6%, resulting in gross margin expansion of 2.1%.
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.
The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,451,000, partially offset by declines in revenue at RevenueZen, Contentellect, and SEO Butler. B2B total operating income decreased by $339,335 during the year ended December 31, 2025, compared to the year ended December 31, 2024.
Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Non-GAAP Financial Measures We present below certain financial information based on our EBITDA and EBITDA As Defined.
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.
Cost of Revenue For the Year Ended December 31, $ Change from prior % Change from 2025 2024 year prior year Cost of revenue, services $ 3,910,452 $ 2,609,061 $ 1,301,391 50 % Cost of revenue, product sales 389,568 708,139 (318,571 ) (45 )% Total Cost of Revenue 4,300,020 3,317,200 982,820 30 % 54 Table of Contents Cost of revenue increased by $982,820, or 30% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue, and lower product sales from the Mighty Deals subsidiary also contributed to the offset.
We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.
We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.
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.
The decrease was primarily from the increase in revenues through its business acquisitions closed in the second half of 2024. Investing Activities Net cash used in investing activities was $2,480,759 and cash provided by investing activities of $451,000 for the years ended December 31, 2025 and 2024, respectively.
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 contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026 were prepared on a going concern basis, and contemplated the realization of assets and satisfaction of liabilities in the ordinary course of business.
The Company determined that the investment in CliAquire will be accounted for as a cost method investment. 57 Table of Contents Revenue Recognition The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales.
Subsequent changes in the fair value of ETH and SOL after initial recognition are recorded as unrealized gains or losses. Revenue Recognition The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales.
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 cash used in investing activities in the current period was primarily related to the investment in digital assets. The cash provided by investing activities was primarily for proceeds received for the sale of a subsidiary offset by the purchase of businesses in the prior period and additional cost method investments.
The increase in other income was driven by the change in fair value of the contingent consideration owed on the RevenueZen Acquisition, offset by higher interest expenses on the outstanding promissory notes. Business Segment Results of Operations We operate in two business segments: Business to Business (“B2B”) and Business to Consumers (“B2C”).
The decrease in other income was driven by an increase in interest expense of approximately $397,000 on the outstanding promissory notes as a result of higher note balances, an impairment of its investments of approximately $294,000 and a loss on the change in fair value of the Company’s digital assets of approximately $227,000, and a decrease in the change in fair value of the contingent consideration owed on the RevenueZen Acquisition of approximately $257,000 and a gain on the change in fair value of derivative liabilities of approximately $1,083,000.
The decrease is primarily due to a decline in digital product sales within the Company’s Mighty Deals subsidiary.
The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary, offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024.
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.
We are reviewing several promising acquisition opportunities in our pipeline at this time and hope to be able to provide more information on these soon. Emerging Growth Company We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
Removed
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.
Added
Recent Developments Satisfaction of Note In February 2025, the cash payment required to satisfy the obligations under the $400K short term Eastern Standard Promissory Note related to the Eastern Standard acquisition was provided by the OA SPVs.
Removed
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.
Added
Launch of Pace Generative In June 2025, the Company launched Pace Generative LLC ("Pace Generative"), a wholly-owned Delaware limited liability company and dedicated Generative Engine Optimization ("GEO") agency. Pace Generative helps brands achieve visibility in AI-generated search results and answers across platforms such as ChatGPT, Google AI Overviews, and Perplexity.
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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.
Added
The agency provides services including question-driven content development, AI-optimized site structure, language and topic alignment, and strategic publishing targeting sectors where authoritative content is critical, including healthcare, finance, law, education, consulting, and B2B services. The Company holds a 100% ownership stake in Pace Generative.
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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.
Added
Private Offerings In October 2025, the Company completed a private placement of common stock units, for aggregate gross proceeds of approximately $1,000,000 and the issuance of 735,819 shares of the Company's common stock, par value $0.001 per share, and warrants to purchase an additional 735,819 shares of common stock at an exercise price of $2.50 per share.
Removed
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.
Added
The warrants are exercisable beginning on October 23, 2025 and expire on August 30, 2027. During the year ended December 31, 2025, the Company sold 32,200 shares of Series A preferred stock for $805,000 in cash proceeds.
Removed
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.
Added
Additionally, in February 2025, the Company issued $70,000 in Series A preferred stock to the sellers of RevenueZen in connection with a contingent consideration payment.
Removed
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.
Added
Securities Purchase Agreement On November 17, 2025, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain buyers, pursuant to which the Company agreed to sell an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the "Senior Secured Notes”), convertible into shares of the Company's common stock, and rights to receive common stock.
Removed
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.
Added
Under the terms of the Securities Purchase Agreement, the net proceeds from the sale of the $6.0M in Senior Secured Notes are allocated as follows: 50% for Bitcoin (BTC) or other cryptocurrency acquisitions as reserve assets; and 50% for working capital.
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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.
Added
The Senior Secured Notes mature on November 17, 2027 and are convertible at a conversion price of $0.984 per share, subject to certain adjustments (See Note 11).
Removed
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).
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As a result of events of default, the Senior secured notes are currently convertible at 85% of the lowest VWAP of our common stock of any trading day during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice.
Removed
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.
Added
The Senior Secured Notes are senior obligations of the Company and are secured by all assets of the Company and its subsidiaries. As of December 31, 2025, the Company received $2,322,500 in cash proceeds and $2,447,500 in the form of digital assets purchased from the Senior Secured Notes.
Removed
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.
Added
Subject to the terms and conditions of the Securities Purchase Agreement, the Company may require each buyer to participate in one or more additional closings for the purchase by such buyer and the sale by the Company, of (a) with respect to the First Additional Closing (as defined below), additional Senior Secured Notes in the aggregate original principal amount of $2,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (such closing of the purchase of such Senior Secured Notes, the “First Additional Closing”), and (b) with respect to any Subsequent Additional Closing (as defined below), Senior Secured Notes with an aggregate original principal amount for all Subsequent Additional Closings not to exceed $292,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (each such closing of the purchase of such Senior Secured Notes, a “Subsequent Additional Closing”). 50 Table of Contents Right to Receive Common Stock On November 17, 2025, the Company issued to the buyers the Rights to Receive Common Stock (“ Rights ”), exercisable for the Right Amount (as defined below) in shares of Common Stock.
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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.
Added
The Rights shall be exercisable between November 17, 2025, and May 17, 2033.
Removed
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.
Added
“Right Amount” means the underlying value of this Right, which initially shall be zero and shall increase on each calendar day on or after November 17, 2025, through and including, May 17, 2033, by the Right Daily Incremental Amount, which is 1/360th of 2% of the average value of the Company's digital assets and any accrued and unpaid late charges related thereto.
Removed
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.
Added
Buyers may exercise the accrued Right Amount, at the times described in the Rights, in whole or in part, at the conversion prices described in the Right.
Removed
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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Registration Rights Agreement On November 17, 2025, the Company also entered into a registration rights agreement with the Buyers (the “Registration Rights Agreement”), which provides, subject to certain limitations, the Buyers with certain registration rights for the shares of Common Stock issuable upon conversion of the Senior Secured Notes and exercise of the Rights.
Removed
Our challenge is to make sure that we not only acquire strategic target companies, but also operate those companies profitably post-acquisition.
Added
The Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S.
Removed
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.
Added
Securities and Exchange Commission within 30 days after the issuance of the Senior Secured Notes to register the resale of the shares underlying the Senior Secured Notes and the Rights and cause such registration statement to be declared effective within 60 days after the issuance of the Senior Secured Notes.
Removed
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.
Added
In the event that the Company fails to file the registration statement by the prescribed deadline or such registration statement is not declared effective by the prescribed deadline or the Company fails to maintain the effectiveness of such registration statement, then the Company shall pay to each holder of registrable securities relating to such registration statement an amount in cash equal to two percent (2.0%) of such investor’s original principal amount stated in such investor’s Note.
Removed
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.
Added
Digital Assets Treasury During the fourth quarter of 2025, as part of a financing and balance-sheet decision based upon the terms of the Securities Purchase Agreement, the Company acquired approximately $2.4 million in digital assets, consisting of Bitcoin ("BTC"), Ether ("ETH"), and Solana ("SOL").
Removed
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.
Added
As of December 31, 2025, the Company's digital asset holdings had a total fair value of approximately $2.3 million, consisting of 5.32 BTC, 318.33 ETH (of which 288.16 are staked), and 6,786.17 SOL (all staked). Digital assets are accounted for at fair value under ASC 350-60, with changes in fair value recognized in the consolidated statement of operations.
Removed
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.
Added
For additional detail, see Note 8 - Digital Assets.

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