Onfolio Holdings, Inc
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
ONFO$0.36+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-16.
0001654954-25-004315
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001654954-26-003083
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (75)
Current report
Satisfaction of Note
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Launch of Pace Generative
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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. 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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Private Offerings
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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. The warrants are exercisable beginning on October 23, 2025 and expire on August 30, 2027.
Current report
During the year ended December 31, 2025, the Company sold 32,200 shares of Series A preferred stock for $805,000 in cash proceeds. 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.
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Securities Purchase Agreement
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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.
Current report
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.
Current report
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). 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. 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.
Current report
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”).
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Right to Receive Common Stock
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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. The Rights shall be exercisable between November 17, 2025, and May 17, 2033. “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. 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.
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Registration Rights Agreement
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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. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S. 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. 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.
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Digital Assets Treasury
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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"). 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. For additional detail, see Note 8 - Digital Assets.
Current report
In 2025, revenue increased 36.5% compared to 2024, while cost of revenue increased 29.6%, resulting in gross margin expansion of 2.1%. Despite this improvement, loss from operations increased 12% to ~$2.8M in 2025 from ~$2.5M in 2024.
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The increase in operating loss was driven in large part due to an impairment of intangible assets increase of $320K, an amortization of intangibles increase of $290K, and a stock-based compensation increase of $184K, totaling a $794K increase in non-cash expenses compared to 2024. Excluding these non-cash expenses, operating loss improved from $1.42M in 2024, to $0.88M in 2025, an improvement of 38.3%. In addition, 2025 included approximately $175Kof one-time professional fees, including costs associated with the 2023 re-audit, that management does not currently expect to recur at the same level in 2026.
Current report
Our EBITDA As Defined in 2025 was $151,207, compared to $(587,651) in 2024, which increased in 2025 as a result of our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024. EBITDA As Defined is a Non-GAAP financial measure**.** Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure.
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We finished the year with $2.17M in cash, vs $0.47M at the end of 2024, and subsequent to December 31, 2025, We have utilized approximately $500K in cash primarily for regular business operations, audit fees, and legal and professional fees.
Current report
On a quarterly basis, Q4 2025 saw revenue decrease year-over-year from $2.5M to $2.0M, and loss from operations increase from $1.11M in Q4 2024 to $1.26M. However, excluding non-cash expenses, operating loss improved by 53% to $0.46M, compared $0.97M in Q4 2024.
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At the portfolio level, 2025 was our first full year owning Eastern Standard, which is one of our largest businesses. In the first half of the year, the focus was on integrating that company, building its cash reserves, and positioning it for future growth.
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In the second half of the year, the Eastern Standard team began to take a larger role across our agency portfolio, helping to support DDSRank, RevenueZen, Contentellect, and SEOButler.
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Towards the end of 2025, we began work on creating a more unified “AgencyCo” structure that would bring closer alignment across our agencies. This integration will continue throughout 2026, and we believe it is an important step in helping our agencies adapt to the changes and opportunities that AI is bringing to the industry.
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This may lead to some headcount reduction across the agencies, as well as a more concentrated focus on growth.
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As AI continues to reshape agency work, clients are increasingly expecting more value at lower cost. We believe agencies that adapt to these changes will survive and even thrive moving forward, and that the agencies that resist to these changes may find themselves obsolete.
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For our Company, 2026 will involve balancing the need to re-invent parts of our agency while also ensuring our businesses continue to generate reliable cash flow.
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Our second largest business, Proofread Anywhere had a more mixed year. The first half of 2025 saw strong growth and consistent cash flow, but some headwinds in the second half of 2025 led to revenue decline, contributing to the overall lower revenue in Q4 2025 compared to last year. In response, we scaled back advertising in order to preserve ProofreadAnywhere’s cashflow by reducing spend.
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Although results in Q3 and Q4 of 2025 were below our expectations, so far, Q1 2026 has seen modest improvement, and we have gradually increased advertising spend accordingly.
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Overall, our focus remains on maintaining cash flow across the portfolio, while continuing to pursue growth through acquisitions.
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The most notable part about 2025 was securing our $300M convertible note facility, pursuant to the Securities Purchase Agreement, whereby we sold an aggregate principal amount of $6,000,000 in Senior Secured Notes. 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 BTC, ETH, and SOL. We also retired approximately $640K in debt, purchased treasury bills and earmarked the rest of the net proceeds for working capital and growth.
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We believe our entry into the Securities Purchase Agreement will strengthen our Company in five ways:
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First, it allows us to generate recurring income from digital asset yield.
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Second, it gives us exposure to potential upside in digital assets prices.
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We do not intend to actively trade our digital assets. Instead, we have employed a long-term balance sheet treasury decision to hold our digital assets, even though quarter to quarter we may book gains or losses as the underlying digital assets prices rise and fall.
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Third, the proceeds enable us to retire a substantial portion of our debt and cut interest expenses.
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Fourth, the proceeds enable us to deploy additional capital into growing our existing portfolio.
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And fifth, the proceeds provide us with flexibility to restart our acquisition program.
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Acquisition and Operational Strategy For 2026
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Removed paragraphs (40)
Previous report
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.
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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.
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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.
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When we started our Company in 2020, we held four core beliefs.
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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.
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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.
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Further, during 2024, we experienced success with the following:
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1. Strategic Acquisitions
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We acquired three new businesses with eight combined revenue streams, contributing a total of $6M in revenue.
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Each of these acquisitions were both accretive and strategically valuable. 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. 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. 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.
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2. Operational Improvements.
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Alongside our acquisition activity, we made significant progress in building the operational capacity of our portfolio.
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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. Our challenge is to make sure that we not only acquire strategic target companies, but also operate those companies profitably post-acquisition. 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. 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.
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3.OASPV Capital Model
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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.
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The OA SPVs enabled us to close both the DDSRank and Eastern Standard acquisitions, and we expect the OA SPV Capital Model to assist us with making additional acquisitions in the future without the need to deploy any of our Company’s own cash reserves.
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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. The OA SPV Capital Model provided us with the opportunity to use preferred shares and a seller note for the other 67% and 53% (as adjusted as described in “Recent Developments” below) ownership respectively.
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The OA SPV Capital Model has a high capital cost because we are required to give up significant portions of equity in the acquired businesses, but it serves as an essential tool for us at a time but when debt financing and other capital is unavailable to our Company on attractive terms. This was the solution we found that still allowed us to acquire accretive, quality businesses. Although we do not plan to continue to use OA SPVs in the long term due to the high cost of the capital, we believe the OA SPV Capital Model will be part of our acquisition strategy during 2025, along with series A preferred shares and seller notes.
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Fundamentally, we believe the OA SPV Capital Model was a success since we are in the business of acquiring business with positive cashflow, and the OA SPV Capital Model allowed us to do so without using our own money.
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4.Series APreferred Shares on OTCQB
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On October 30, 2024, we obtained an Assignment of an Over-the-Counter Quoting and Trading Symbol for our series A preferred shares. Specifically, our series A preferred shares trade on the OTCQB, a public market tier in the US, under the symbol ONFOP. Previously, we raised ~$1.5M in capital from the sale of our series A preferred shares to accredited investors and issued another ~$3M series A preferred shares to sellers of acquisition companies as part of the acquisition consideration. Series A preferred shareholders are now free to quote their shares for sale on the OTCQB and any purchaser, whether accredited or not, can purchase such shares on the OTCQB in a brokerage transaction. We believe that now that our series A preferred shares are quoted on the OTCQB, we will be able to continue to use these shares to raise additional capital and as acquisition consideration, which will enable us to be less reliant on our OA SPV Capital Model.
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On thePath to Profitability
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Throughout 2024, we have significantly reduced our losses and Q4 saw a positive net income of $136K. We believe positive free-cashflow will occur in the near term. Although we are nearing a point where we can continue operations without requiring additional fundraising or acquisitions to achieve profitability, we intend to continue to pursue both future fundraising and acquisition activities since we believe that both of these activities will continue to accelerate our growth and long-term value creation.
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With this foundation, we expect to move into sustained profitability in the near term, and we will continue with the business plans we set forth and we will strive to make further gains in all areas of our business in 2025.
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Our 2025 focus will be to continue to focus on these key areas and build on the Onfolio business model: find profitable businesses, acquire them, improve their operations and grow them, use those earnings, plus additional capital, to acquire more and repeat.
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In October 2024, we acquired Eastern Standard, a premier digital agency specializing in brand strategy, website development, and digital marketing. Eastern Standard provides tailored solutions across various industries, helping clients enhance their online presence through strategic branding, search engine optimization (SEO), and user-focused design. Our Company holds a 70% ownership stake in Eastern Standard, while the OA SPVs maintain a 20% equity interest, and the Eastern Standard founders maintain a 10% roll-over equity interest and continue to serve in leadership roles on the Eastern Standard team.
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On September 20, 2024, Eastern Standard LLC (“Eastern Standard Delaware”), a Delaware limited liability company and the Company’s majority owned subsidiary, entered into an Asset Purchase Agreement (“Eastern Standard Asset Purchase Agreement”) with Eastern Standard, LLC (“Eastern Standard Pennsylvania”), a Pennsylvania limited liability company, Mark Gisi, James Keller and Vincent Giordano. Pursuant to the Eastern Standard Asset Purchase Agreement, Eastern Standard Delaware will purchase from Eastern Standard Pennsylvania all of Eastern Standard Pennsylvania’s assets utilized in the operation of its business of providing digital marketing services, including integrated branding, and digital customer experiences (the “ES Business Assets”).
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Pursuant to the Eastern Standard Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Eastern Standard Pennsylvania agreed to sell to Eastern Standard Delaware the ES Business Assets, all as more fully described in the Eastern Standard Asset Purchase Agreement. The aggregate purchase price for the ES Business Assets was $2,160,000. As of the closing, the Company owns 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are guaranteed by the Company, and $410,000 of the Company’s series A preferred shares. The entities comprising the Company’s special purpose vehicle funding program owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Pennsylvania owns a 10% roll-over equity interest in Eastern Standard Delaware. The acquisition closed on October 18, 2024.
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The secured promissory notes consist of: (i) a $400,000 promissory note made by Eastern Standard Delaware in favor of Eastern Standard Pennsylvania with an interest at 8% per annum providing for interest only payments with a balloon payment of principal and interest at the end of one hundred twenty (120) days (“Short Term ES Promissory Note”); (ii) an $850,000 promissory note made by Eastern Standard Delaware in favor of Eastern Standard Pennsylvania with an interest rate at 8% per annum providing for interest only payments with a balloon payment of principal and interest at the end of two years (“ES Promissory Note”); and (iii) a Guaranty Agreement made by the Company to secure the payment of Eastern Standard Delaware pursuant to the Short Term ES Promissory Note, the ES Promissory Note and the other obligations of the Company and Eastern Standard Delaware under the Eastern Standard Asset Purchase Agreement.
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Revenue increased by $2,622,091, or 50% for the year ended December 31, 2024 compared to 2023. The increase is primarily due to revenue from our RevenueZen acquisition completed during the first quarter of fiscal 2024 which increased revenue by approximately $2,073,000, our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $142,000, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $974,000. This increase was partially offset by a decline in website management revenue, and a decline in digital product sales within the Company’s Mighty Deals subsidiary and a decline in revenue from its SEO Butler subsidiary.
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During the year ended December 31, 2024, the Company incurred an impairment loss of $121,000 related to Vital Reaction as a result of decreasing operating cash flows. During the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $5,016,764. 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.
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B2C revenue decreased by $374,573 or 10% during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease is primarily due to a decline in digital product sales within the Company’s Mighty Deals subsidiary.
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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. 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 year 2023, we raised $565,000 from the sales of preferred stock in a private exempted offering, which was offset by the repayment of the acquisition notes payable of $2,439,000, payments of preferred dividends of $213,691, and payments on note payables of $68,959.
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We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as defined by Item 303(a)(4) of SEC Regulation S-K, as of December 31, 2024.
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See Notes 5 and 10 of our accompanying audited financial statements for information on our contractual obligations.
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Off-balance sheet arrangements
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Contractual commitments
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The Company has entered into two asset purchase agreements which includes contingent earn-out payments based on specific performance criteria.
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BWPS Business Acquisition: The Company may be required to pay up to $60,000 to Hoang Huu Thinh, contingent upon the BWPS business meeting certain monthly gross revenue targets within three years from the closing date. No earn-out payments have been made as of December 31, 2024. (See Note 10 for further details.)
Previous report
Also, see Note 15 – Subsequent Events for additional contractual commitments.
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Previous wording
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%. The 10% roll-over equity interest held by Eastern Standard Pennsylvania founders remains unchanged.
Current wording
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. 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.
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We 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.
Current wording
We 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.
Previous wording
The Company reported a net loss of $1,773,942, which includes $1,084,624 in non-cash expenses and a $368,464 non-cash gain, for the year ended December 31, 2024 compared to a net loss of $9,150,066, which includes $6,289,015 in non-cash expenses, for the year ended December 31, 2023. The components of the increase in net loss for the current period are as follows:
Current wording
The Company reported a net loss of $2,540,368, which includes $2,316,461 in non-cash expenses and a $229,086 non-cash loss on the change in fair value of the digital assets and a $1,083,185 non-cash gain on the change in fair value of derivative liabilities, for the year ended December 31, 2025 compared to a net loss of $1,773,942, which includes $1,084,624 in non-cash expenses, for the year ended December 31, 2024. The components of the increase in net loss for the current period are as follows:
Previous wording
B2B revenue increased by $2,996,664 or 218% during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase is primarily due to revenue from our RevenueZen acquisition completed during the first quarter of fiscal 2024 which increased revenue by approximately $2,073,000, our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $142,000, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $974,000. This increase was partially offset by a decline in website management revenue.
Current wording
Revenue increased by $2,868,141, or 36% for the year ended December 31, 2025 compared to 2024. 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. In addition, our digital product sales increased by approximately $709,241 under our Proofread anywhere subsidiary, partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024.
Previous wording
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. The Company’s gross profit margins decreased slightly to 57% in the current period compared to 62% in 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.
Current wording
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. 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.
Previous wording
General and Administrative expenses decreased by $263,355 or 4% during the year ended December 31, 2024 as compared to 2023. 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.
Current wording
General and Administrative expenses increased by $1,748,926 or 31% during the year ended December 31, 2025 as compared to 2024. 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.
Previous wording
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.
Current wording
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.
Previous wording
Professional fees decreased by $211,659, or 18% during the year ended December 31, 2024 compared to 2023 primarily due to decreased legal and accounting costs associated with the Company’s compliance requirements as a public company and the change in independent public accounting firm during 2024. The Company 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.
Current wording
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 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.
Previous wording
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. 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.
Current wording
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. 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. In addition, the Company recorded a gain of approximately $454,000 on the sale of certain assets in the prior period with no comparable transactions in the current period.
Previous wording
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.
Current wording
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.
Previous wording
B2B total operating income increased by $1,038,452 or 100% during the year ended December 31, 2024 compared to the year ended December 31, 2023. 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.
Current wording
B2B total operating income decreased by $339,335 during the year ended December 31, 2025, compared to the year ended December 31, 2024. 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.
Previous wording
Our B2C segment includes the results of operations of Proofread Anywhere, 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.
Current wording
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.
Previous wording
B2C incurred total operating income of $482,100 during the year ended December 31, 2024 compared to an operating loss of $4,040,722 during the year ended December 31, 2023, primarily due to the Company’s B2C segment incurring an impairment loss of $4,112,870 compared to no impairment charge for the year ended December 31, 2024.
Current wording
B2C incurred total operating income of $538,253 during the year ended December 31, 2025, compared to the year ended December 31, 2024 of $482,100, primarily due to the increase in sales from the Proofread Anywhere subsidiary.
Previous wording
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.
Current wording
Our primary source of operating cash inflows are payments from portfolio companies. 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.
Previous wording
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 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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis. In its report on our financial statements for the years ended December 31, 2024 and 2023, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations and negative cash flows since inception and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern. We believe that our cash and cash equivalents as of December 31, 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. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. 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.
Current wording
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. 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. 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. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. 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.
Previous wording
Net cash used in operating activities was $1,168,363 and $2,751,838 for the years ended December 31, 2024 and 2023. The decrease was primarily from the increase in revenues and decreased general and administrative costs as the Company expanded its operations through its business acquisitions in the past year.
Current wording
Net cash used in operating activities was $938,248 and $1,168,363 for the years ended December 31, 2025 and 2024. The decrease was primarily from the increase in revenues through its business acquisitions closed in the second half of 2024.
Previous wording
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. 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.
Current wording
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. 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.
Previous wording
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. As of December 31, 2024, no earn-out payments have been made. (See Note 10 for further details.)
Current wording
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. On February 28, 2025, the Company and the RevenueZen sellers agreed to the final earn-out amount to be $682,000 and modified the payment terms to be paid with a cash payment of $72,000, $100,000 to be paid through profit sharing by using 30% of Net Operating Income, $100,000 in value for $79,240 stock options to purchase shares of common stock, $70,000 in Series A preferred stock, and $340,000 in a promissory note. The promissory note has a term of 60 months and accrues interest at 19%. The stock options have an exercise price of $1.34, have a term of 10 years, and are vested immediately. As of December 31, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $71,082.