Onfolio Holdings, Inc
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 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-Q
Period ended 2025-09-30; filed 2025-11-14.
0001654954-25-013082
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001654954-26-004997
Item 2. 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.
Compared 99 previous paragraphs and 95 current paragraphs.
47 unchanged; 11 reworded; 37 added; 34 removed; 7 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (37)
Current report
The first quarter of 2026 was a transitional quarter during which we continued the integration of our agencies into a more unified "AgencyCo" structure, and Proofread Anywhere continued to scale its advertising spend in a more profitable manner. Revenue for the quarter was $1.87M, compared to $2.81M in Q1 2025 and $2.03M in Q4 2025. Loss from operations was $0.83M, compared to $0.79M in Q1 2025 and $1.26M in Q4 2025. Of the Q1 2026 loss from operations, $204K was amortization of intangible assets from prior acquisitions and $15K was stock-based compensation, both of which are non-cash items.
Current report
Our EBITDA As Defined in Q1 2026 was $(498,739), compared to $(185,411) in 2025, and was lower in 2026 as a result of decreased gross margins. The decrease in gross margin does not reflect a change in margin at any individual subsidiary, but rather a shift in revenue concentration from our high margin B2C segment to our lower margin B2B services segment. 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.
Current report
At the portfolio level, the integration of RevenueZen with Eastern Standard, referenced in our prior filings, continued during the quarter and contributed to lower subcontractor costs at RevenueZen. Management also reports improvements in net margin and new-sales activity at RevenueZen during the quarter.
Current report
In November 2025, we entered into a Securities Purchase Agreement providing for the issuance of up to $300 million in Senior Secured Convertible Notes, of which $6 million was issued at the initial closing (see Note 10). In April 2026, subsequent to quarter end, we entered into an Equity Purchase Facility Agreement under which we may sell up to $100 million in newly issued shares of common stock to an institutional investor (see Note 15). These arrangements provide potential additional sources of capital that we may use to support operations and to fund acquisition opportunities as they arise.
Current report
With the recently established financing arrangements in place, our focus remains on managing the existing portfolio while continuing to evaluate accretive acquisition opportunities.
Current report
Revenue decreased by $945,078, or 34% for the three months ended March 31, 2026 compared to 2025. The decrease is primarily due to a decline in sales at our Proofread Anywhere, Contentellect, RevenueZen, Vital Reaction, and SEO Butler subsidiaries. The declines were partially offset by revenue growth at our Eastern Standard subsidiary and new revenue from our Pace Generative subsidiary, which did not exist in the comparable period.
Current report
General and Administrative expenses decreased by $900,560, or 41% during the three months ended March 31, 2026 compared to 2025. The decrease was primarily due to lower advertising and marketing costs of $512,000, lower stock-based compensation expense of $258,000, and lower amortization expense of approximately $97,400, reflecting the impairment of intangible assets recorded at December 31, 2025 and certain intangibles reaching the end of their expected life. The remaining decrease of approximately $33,000 was spread across compensation, contractor, and other general and administrative cost categories.
Current report
Total other expense was $1,739,256 during the three months ended March 31, 2026, compared to other expense of $38,405 during 2025. The increase in other expense was driven primarily by $71,392 loss on the change in fair value of derivative liabilities and a $674,157 loss on the change in fair value of digital assets, neither of which had a comparable amount in the prior period. The Company also recorded an increase in interest expense of approximately $873,000 on the outstanding promissory notes as a result of higher note balances as well as liquidation penalty of approximately $655,000 as a result of the Company’s default on the Senior Secured Notes, a loss on its cost basis investments of $129,007 and a $6,672 loss on the change in fair value of the contingent consideration owed compared to a $54,173 gain in the prior period. These were partially offset by a $107,794 gain on the sale of subsidiary assets recorded during the current period, with no comparable transaction in the prior period.
Current report
Selected Financial Data by Business Segment
Current report
B2B revenue decreased by $172,086 or 10% during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to lower revenue at our Contentellect, RevenueZen, SEO Butler, and DDS Rank subsidiaries, partially offset by revenue growth of our Eastern Standard subsidiary and new revenue from our Pace Generative subsidiary, which had no comparable revenue in the prior period.
Current report
B2B incurred total operating loss of $111,897 during the three months ended March 31, 2026 compared to an operating loss of $50,545 during the three months ended March 31, 2025, an increase in operating loss of $61,352 or 121%. This was primarily due to revenue declines at Contentellect, RevenueZen, SEO Butler, and DDS Rank that were not fully offset by corresponding cost reductions, together with an increase in cost of revenue at our Eastern Standard subsidiary.
Current report
B2C revenue decreased by $772,992 or 69% during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease is primarily due to a decline in digital product sales at our Proofread Anywhere subsidiary, with smaller declines at our Vital Reaction, Onfolio Assets, and Mighty Deals subsidiaries.
Current report
Net cash used in operating activities was $843,404 and $145,049 for the three months ended March 31, 2026 and 2025, respectively. The increase in cash used reflects a decrease in operating results and a decrease in deferred revenue compared to the prior period. The net loss in the current period was substantially offset by non-cash charges, principally the $71,392 loss on the change in fair value of derivative liabilities, the default penalty from liquidated damages of $654,745 and the $674,157 loss on the change in fair value of digital assets, neither of which existed in the prior period.
Current report
The Company had no investing activities for the three months ended March 31, 2026 and 2025.
Current report
Contractual Obligations
Current report
The Company, through its subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“OA SPV”), and Onfolio Agency SPV 2, LLC (“OA SPV 2”), collectively referred to as “OA SPVs”. The Company does not hold any equity interest in OA SPVs, but will receive 10% of any cash distributions paid by OA SPV, and 20% of any cash distributions paid by OA SPV 2, to its members, when declared, as the management fee. The Company can be removed as manager of OA SPVs through a unanimous vote of the members. The Company determined that the fees it may receive for its role as manager do not constitute a variable interest in OA SPVs and will be accounted for as a revenue contract under ASC 606.
Current report
The Company, through its subsidiary RevenueZen, LLC, is the manager of CliAquire, LLC (“CliAquire”). 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.
Current report
Digital Assets
Current report
The Company’s digital assets include Bitcoin, the native cryptocurrency on the Bitcoin blockchain (“BTC”), Ether, the native cryptocurrency of the Ethereum blockchain (“ETH”), and Solana, the native cryptocurrency of the Solana blockchain (“SOL”). From time to time, the Company may also hold minor amounts of other digital tokens, which are not individually material.
Current report
Crypto assets within the scope of ASC 350-60 Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60):
Current report
BTC, ETH, and SOL tokens have been determined to fall within the scope of ASC 350-60. The Company reflects crypto assets held at fair value on the consolidated balance sheets within the Digital Assets line item. Changes in the fair value of crypto assets are recognized in income, reflected within the digital asset gains and losses within the consolidated statement of operations. The purchases and disposals of digital assets are presented as non-cash investing activities on the consolidated statement of cash flows.
Current report
In determining the fair value of digital assets in accordance with ASC 820,Fair Value Measurement (“ASC 820”), the Company utilizes BitGo as the principal market and for pricing in determining the fair value of its digital asset holdings. The Company uses a first-in, first-out methodology to assign costs to digital assets. The fair value of digital assets are considered a level 1 fair value measurement.
Current report
Custodian Risk
Current report
The Company’s Digital Assets are held with a single third-party custodian, BitGo, which we selected based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate**.**
Current report
Native Staking
Current report
The Company utilized one third-party asset manager to manage and stake ETH and SOL on its behalf as of March 31, 2026. Under these arrangements, the Company’s ETH and SOL is held by a qualified custodian and staked in the Ethereum and Solana protocol through a third-party validator operator (e.g., BitGo). The validator operator manages the staking process and delegates the Company’s ETH and SOL to network validators. When selected by the networks, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated.
Current report
ETH and SOL used in native staking is retained on the Company’s balance sheet as a crypto asset measured at fair value in accordance with ASC 350-60. The Company does not derecognize ETH and SOL when participating in native staking because it retains the ability to direct the use of the asset and obtain substantially all benefits.
Current report
The validator operator (e.g., BitGo) is not considered a customer under ASC606 as the service provided to BitGo does not represent an output as part of the entity’s ordinary operating strategy. As such the earnings are recorded as other income in the statement of operations.
Current report
Earnings from native staking is recognized at the end of each daily period, when the Company’s right to staking rewards becomes determinable (i.e., when the constraint is lifted). The amount recognized as earnings is measured at the fair value of rewards at contract inception for that day, net of validator commissions, in accordance with ASC 606,Revenue from Contracts with Customers (“ASC 606”) and ASC 820. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception. Subsequent changes in the fair value of ETH and SOL after initial recognition are recorded as unrealized gains or losses.
Current report
Non-GAAP Financial Measures
Current report
We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below.
Current report
Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP. We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity.
Current report
Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt.
Current report
In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions.
Current report
Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
Current report
Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other U.S. GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.
Current report
The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined:
Removed paragraphs (34)
Previous report
Operationally, the third quarter of 2025 delivered further improvements to net margins, resulting in our strongest operating profit performance since becoming a public company. Revenue remained strong at $2.7M, representing a 36% increase compared to the same period in the prior year.
Previous report
Loss from operations was $(268,000) for the quarter, compared with $(331,000) in Q3 2024 and $(507,000) in Q2 2025. Of this amount, $301,000 represented amortization from acquisitions and $21,000 was stock-based compensation.
Previous report
While we continued to see steady improvements in our financial performance, during Q3 management determined that pursuing equity financing would best position the company to accelerate growth, extend our runway, and retire seller notes maturing at the end of 2025 and into 2026.
Previous report
Historically, our goal has been to reach profitability without additional dilution. However, as the market conditions evolved and new opportunities emerged, we concluded that a well-structured equity raise could be accretive to shareholders, allowing us to drive significant growth and shareholder value more effectively. Building a meaningful operating platform from a small capital base has been challenging, and we believe that by materially expanding that base is a key to creating sustainable, accretive growth for shareholders.
Previous report
In October 2025 we raised $1 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock. In total, we sold twenty units comprised of an aggregate of 740,740 shares and warrants to purchase 740,740 shares at an exercise price of $2.50 per share. Proceeds were used to pay down accounts payable, retire a note, and position the Company in advance of a larger contemplated capital raise.
Previous report
Revenue increased by $730,261, or 36% for the three months ended September 30, 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 $1,172,300. This was partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024 and by lower sales at RevenueZen and Contentellect in Q3 2025.
Previous report
Cost of revenue increased by $164,736, or 20% 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 report
General and Administrative expenses increased by $508,011, or 38% during the three months ended September 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $221,000, increase in contractor and compensation costs of $225,000, decrease in other general and administrative costs of $53,000, including travel and merchant fees, and an increase in amortization expenses of $120,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period.
Previous report
Total other expense was $357,700 during the three months ended September 30, 2025, compared to other expense of $12,281 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances, a loss on investment in the cost basis and equity method investments of $294,000 offset by a gain on the change in fair value of contingent consideration of $55,000.
Previous report
B2B revenue increased by $720,128 or 70% during the three months ended September 30, 2025 compared to the three months ended September 30, 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 $1,172,300. This was partially offset by lower sales at RevenueZen and Contentellect in Q3 2025.
Previous report
B2B total operating income decreased by $21,147 or 40% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to an increase in intangible asset amortization for RevenueZen.
Previous report
B2C revenue increased by $10,133 or 1% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. 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.
Previous report
B2C incurred total operating income of $287,108 during the three months ended September 30, 2025 compared to an operating income of $206,031 during the three months ended September 30, 2024, primarily due to the increase in sales from, and partially offset by an increase in advertising spend by, the Proofread Anywhere subsidiary.
Previous report
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
Previous report
Revenues
Previous report
Revenue increased by $3,376,912, or 63% for the nine months ended September 30, 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 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300. In addition, our digital product sales increased by approximately $978,330 under our Proofread anywhere subsidiary, partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024 .
Previous report
Cost of Revenue
Previous report
Operating Expenses
Previous report
Selling, General and Administrative
Previous report
General and Administrative expenses increased by $2,259,314, or 59% during the nine months ended September 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $939,000, an increase in non-cash stock-based compensation expense of $268,000, increase in contractor and compensation costs of $423,000, increase in other general and administrative costs of $154,000, including travel and merchant fees, and an increase in non-cash amortization expenses of $472,000 associated with the acquired intangible assets not present in the comparable period.
Previous report
Professional Fees and Acquisition Costs
Previous report
Professional fees increased by $197,152, or 33% during the nine months ended September 30, 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 nine months ended September 30, 2025 compared to $122,266 during 2024, which included due diligence, audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow via acquisitions.
Previous report
Other Income and expense
Previous report
Total other expense was $423,893 during the nine months ended September 30, 2025, compared to other expense of $57,346 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances, a loss on investment in the cost basis and equity method investments of $293,998 offset by a gain on the change in fair value of contingent consideration of $126,046.
Previous report
Business Segment Results of Operations
Previous report
B2B
Previous report
B2B revenue increased by $2,795,216 or 107% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily due to revenue from our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,340,000.
Previous report
B2B total operating income decreased by $203,207 or 80% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 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.
Previous report
B2C
Previous report
B2C revenue increased by $581,696 or 21% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.
Previous report
In October 2025 we raised $1 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock.
Previous report
Net cash used in operating activities was $540,977 and $696,716 for the nine months ended September 30, 2025 and 2024, respectively. 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.
Previous report
Net cash used in investing activities was $0 and $304,000 for the nine months ended September 30, 2025 and 2024, respectively. The cash used in investing activities was primarily for the purchase of businesses in the prior period and additional cost method investments.
Previous report
Contractual commitments
Reworded paragraphs (11)
Previous 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
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, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Previous wording
The Company reported a net loss of $844,809 for the three months ended September 30, 2025 compared to a net loss of $423,295 for the three months ended September 30, 2024. The components of the increase in net loss for the current period are as follows:
Current wording
The Company reported a net loss of $2,572,611, which includes $365,142 in non-cash expenses, a $654,745 default penalty for liquidated damages, a $674,157 non-cash loss on the change in fair value of digital assets, and a $71,392 non-cash loss on the change in fair value of derivative liabilities, for the three months ended March 31, 2026, compared to a net loss of $806,428, which includes $520,297 in non-cash expenses, for the three months ended March 31, 2025. The components of the increase in net loss for the current period are as follows:
Previous wording
Cost of revenue increased by $1,145,757, or 54% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue for the Mighty Deals and Proofread Anywhere subsidiaries. Lower product sales from Vital Reaction subsidiaries 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.
Current wording
Cost of revenue decreased by $156,093, or 14% for the three months ended March 31, 2026 compared to 2025, primarily driven by lower costs at our Contentellect, RevenueZen, and Proofread Anywhere subsidiaries, partially offset by an increase at Eastern Standard, in line with revenue increases and decreases. The Company's gross profit margin contracted to 49% from 61%, primarily reflecting a shift in revenue mix as higher-margin digital product sales declined as a percentage of total revenue. 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, and the costs of acquiring inventory products for physical product sales.
Previous wording
Professional fees increased by $14,951, or 8% during the three months ended September 30, 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 $2,952 in acquisition costs during the three months ended September 30, 2025 compared to $18,979 during 2024, which included due diligence, audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow via acquisitions.
Current wording
Professional fees increased by $192,799, or 81% during the three months ended March 31, 2026 compared to 2025 primarily due to higher legal and professional fees of approximately $116,500 and higher audit fees of approximately $76,300, with the increase concentrated at the Corporate level. The Company incurred $0 in acquisition costs during the three months ended March 31, 2026 compared to $33,410 during 2025, which included due diligence, audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to be incurred as we evaluate future opportunities.
Previous 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.
Current wording
Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, Pace Generative, and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue.
Previous wording
B2C incurred total operating income of $665,527 during the nine months ended September 30, 2025 compared to an operating income of $421,896 during the nine months ended September 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.
Current wording
B2C incurred total operating income of $97,378 during the three months ended March 31, 2026 compared to an operating income of $228,158 during the three months ended March 31, 2025 for a decrease of $130,780 or 57%, primarily due to the decrease 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 approximately $1,500,000 pursuant to private offerings of Series A preferred stock through September 30, 2025, $1,211,000 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 $1,700,000 pursuant to a private offerings of Series A preferred stock and approximately $1,000,000 of common stock private offerings through March 31, 2026, $1,500,000 in notes payable and repaid $2,164,498 on its acquisition notes.
Previous wording
Cash flows provided by financing activities was $435,579 for the nine months ended September 30, 2025 compared to cash provided by financing activities of $480,218 during the nine months ended September 30, 2024. During the 2025 period, we received $830,000 in proceeds from sales of Series A preferred stock, proceeds of $593,371 from notes payable and $35,965 in related party notes payable and we paid $322,543 in dividends to preferred stockholders, made payments totaling $455,369 on notes payable, made payments totaling $167,845 related to contingent consideration and made distributions totaling $48,000 to our non-controlling interest holders. During the 2024 period, we received $20,000 in proceeds from sales of Series A preferred stock, $732,300 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $234,596 in dividends to preferred stockholders, made payments totaling $238,046 on notes payable, made payments of $1,000 on related party notes payable, and $3,600 in distribution to non-controlling interest holders.
Current wording
Cash flows used in financing activities was $500,214 for the three months ended March 31, 2026 compared to cash provided by financing activities of $297,831 during the three months ended March 31, 2025. During the 2026 period, we paid $248,849 in dividends to preferred stockholders, made payments totaling $97,418 on notes payable, made payments totaling $88,196 on notes payable – related parties, made payments totaling $51,868 related to contingent consideration and made distributions totaling $13,883 to our non-controlling interest holders. During the 2025 period, we received $700,000 in proceeds from sales of Series A preferred stock and we paid $99,250 in dividends to preferred stockholders and made payments totaling $176,624 on notes payable.
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. 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 September 30, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $74,043,
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 March 31, 2026, the Company estimated the remaining obligations owed under the revenue share obligation to be $44,299.
Previous wording
First Page Acquisition: The Company agreed to pay a revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date. As of September 30, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $103,654 resulting in a change in the fair value of the contingent consideration of $67,384.
Current wording
First Page Acquisition: The Company agreed to pay a revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date. As of March 31, 2026, the Company estimated the remaining obligations owed under the revenue share provisions to be $74,884.
Previous wording
The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of websites to produce adverting revenue.
Current wording
The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of websites to produce advertising revenue.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
The Company reported a net loss of $1,966,635 for the nine months ended September 30, 2025 compared to a net loss of $1,450,487 for the nine months ended September 30, 2024. The components of the increase in net loss for the current period are as follows:
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
We operate in two business segments: Business to Business (“B2B”) and Business to Consumers (“B2C”). We organize our business segments based on the nature of products and services offered, and the economic characteristics of each segment. Following is a brief description of the activities of our business segments:
Previous report — wording carried elsewhere
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. Sales, cost of sales and operating profit for each of our business segments were as follows:
Previous report — wording carried elsewhere
Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or amount of operating expense. Consequently, our discussion of business segment performance focuses on net sales and operating profit, consistent with our approach for managing the business. This approach is consistent throughout the life cycle of our contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit and monitors performance on our contracts in a similar manner through their completion.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.